UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39875

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

Delaware

99-3863616

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

15 E. Putnam Ave, Suite 378

Greenwich, CT

06830

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 742-3095

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	SDST	The Nasdaq Capital Market
Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00	SDSTW	The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 13, 2026, there were 10,579,727 shares of common stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025 (unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2026, and 2025 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	44

PART II – OTHER INFORMATION		45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

Signature		47

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements concerning, without limitation, our expectations, hopes, beliefs, intentions, plans, objectives, goals, prospects, financial results or strategies regarding us and the future held by our management team and the products and markets, future events, future financial condition, expected future revenues or performance financing needs, our ability to continue as a going concern, business trends and market opportunities of our business and other information referred to under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terms such as “estimate,” “continue,” “could,” “may,” “might,” “possible,” “predict,” “should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

We caution readers of this Quarterly Report on Form 10-Q that these forward-looking statements are subject to substantial known and unknown risks, uncertainties, and other factors, most of which are difficult to predict and many of which are beyond our control and could cause our actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements, to differ materially from the expected results, outcomes, performances or achievements expressed or implied by the forward-looking statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements contained in this Quarterly Report on Form 10-Q:

	●	the substantial doubt regarding our ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations;
	●	our failure to realize the anticipated benefits of the Business Combination;
	●	our ability to maintain the listing of the Common Stock and the Public Warrants on the Nasdaq and comply with Nasdaq’s continued listing requirements;
	●	the Company’s ability to issue equity or equity-linked securities, to obtain debt financing, or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in the future;
	●	the liquidity and trading of the Common Stock and the Public Warrants;
	●	members of the Company’s management team allocating their time to other businesses and potentially having conflicts of interest with the Company’s business;
	●	the Company’s future financial performance;
	●	the Company’s success in retaining or recruiting, or changes required in, its officers, key employees, or directors;
	●	the Company’s ability to manage future growth;
	●	the Company’s ability to operate in the lithium industry;
	●	the Company’s ability to enter into and deliver products under offtake agreements;
	●	the Company’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business;
	●	the effects of competition on the Company’s business;
	●	market demand for and uses of lithium-based end products;
	●	changes in domestic and foreign business, financial, political, and legal conditions;
	●	future global, regional, or local macroeconomic and market conditions;
	●	the outcome of any potential litigation, government and regulatory proceedings, investigations, and inquiries;
	●	the development, effects and enforcement of laws and regulations;
	●	the Company’s ability to maintain proper and effective internal controls over financial reporting, and the Company’s ability to produce accurate and timely financial statements; and
	●	the Company’s other plans, objectives, expectations, intentions and risks and uncertainties described or referenced in this Quarterly Report on Form 10-Q under the heading “Risk Factors,” in our Annual Report on Form 10-K under the heading “Risk Factors,” and in other documents that the Company files from time to time with the SEC.

If any of these risks, uncertainties and other factors materialize or our assumptions prove incorrect, actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements could differ materially from those implied by these forward-looking statements. There may be additional risks, uncertainties and other factors that we do not presently know or that we currently believe are immaterial that could also cause actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements, to differ materially from those contained in the forward-looking statements.

In addition, forward-looking statements reflect our expectations, estimates, assumptions, plans or forecasts of future events and views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our assessments to change. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results or outcomes could differ materially from those anticipated in any forward-looking statements, whether as a result of new information, future developments, changes in assumptions or otherwise. These forward-looking statements should not be relied upon as representing our assessment as of any date subsequent to the date hereof.

These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in and have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements, may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Stardust Power Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in USD, except number of shares)

	As of March 31, 2026			As of December 31, 2025
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	1,235,564		$	3,480,151
Prepaid expenses and other current assets		479,110			573,834
Deferred transaction costs		-			25,000
Total current assets	$	1,714,674		$	4,078,985
Property and equipment, net		1,757,810			1,757,271
Capital project costs		5,371,667			5,354,493
Investment in equity securities		42,975			37,374
Other long-term assets		550,109			547,169
Total assets	$	9,437,235		$	11,775,292

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	8,462,791		$	8,305,096
Accrued liabilities and other current liabilities		3,467,569			4,836,999
Current portion of early exercised shares option liability		1,024			1,122
Current portion of convertible note		1,826,820			933,022
Short-term loans		103,848			205,403
Total current liabilities	$	13,862,052		$	14,281,642
Warrant liability		1,709,607			1,042,036
Earnout liability		4,700			4,700
Convertible note		1,728,143			2,259,984
Early exercised shares option liability		398			613
Total liabilities	$	17,304,900		$	17,588,975

Commitments and contingencies (Note 3)		-			-

Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, Nil shares issued and outstanding as at March 31, 2026, and December 31, 2025		-			-
Common stock, $0.0001 par value, 700,000,000 shares authorized, 9,966,473 and 9,869,558 shares issued and outstanding as at March 31, 2026, and December 31, 2025, respectively		985			975
Additional paid-in capital		65,708,626			62,527,926
Accumulated deficit		(73,577,276	)		(68,342,584	)
Total stockholders’ deficit	$	(7,867,665	)	$	(5,813,683	)

Total liabilities and stockholders’ deficit	$	9,437,235		$	11,775,292

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Stardust Power Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in USD, except number of shares)

(Unaudited)

	March 31, 2026			March 31, 2025
	Three months ended
	March 31, 2026			March 31, 2025
Revenue	$	-		$	-

General and administrative expenses		3,984,901			5,748,648
Operating Loss		(3,984,901	)		(5,748,648	)
Other income/ (expense)
Interest income		-			7,279
Interest expense		(365,606	)¹		(107,841	)¹
Finance charge		(227,187	)		(198,422	)
Change in fair value of sponsor earnout shares		-			528,000
Change in fair value of warrant liability		(667,571	)		1,699,177
Change in fair value of investment in equity securities		5,601

SEC Form 10-Q filed by Stardust Power Inc.