Business Context and Reporting Period
Company: Stardust Power Inc. (SDST)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: Stardust Power is a development-stage company constructing a battery-grade lithium carbonate (BGLC) refinery in Muskogee, Oklahoma. The facility aims for a total capacity of 50,000 metric tons per annum (tpa) in two phases. The company utilizes a "hub and spoke" model to process lithium chloride feedstock from various brine sources (oilfield, salt flats, geothermal). As of the reporting date, the company has not commenced commercial production or generated revenue.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Net Loss | $(15,723,636) | $(23,753,863) |
| Operating Loss | $(16,083,206) | $(17,972,828) |
| Accumulated Deficit | $(68,342,584) | $(52,618,948) |
| Cash and Cash Equivalents | $3,480,151 | $912,574 |
| Net Cash Used in Operating Activities | $(8,275,679) | $(9,719,714) |
| Net Cash Provided by Financing Activities | $14,243,718 | $14,151,827 |
| Total Assets | $11,775,292 | $9,023,137 |
| Total Liabilities | $17,588,975 | $28,408,921 |
Note: The company reported a stockholders' deficit of $(5,813,683) as of December 31, 2025.
Material Changes vs. Prior Period
- Net Loss Reduction: Net loss decreased by approximately 34% (from $23.75M to $15.72M), primarily driven by a significant reduction in finance charges ($7.25M decrease) and changes in the fair value of warrant liabilities and sponsor earnout shares.
- Operating Expenses: General and administrative expenses decreased by 11% to $16.08M, largely due to lower professional and consulting fees compared to the prior year, which included significant one-time Business Combination costs.
- Capital Structure: The company completed a 1-for-10 reverse stock split in September 2025. It also terminated its prior $50M Common Stock Purchase Agreement with B. Riley and entered into a new $10M agreement in February 2026.
- Debt Financing: In December 2025, the company entered a $15M senior secured convertible debt facility with Lind Global Asset Management, drawing $4M initially. Several short-term loans from related parties outstanding in 2024 were fully repaid in 2025.
- Investment Write-offs: The company recognized a $564,844 loss on the write-off of promissory notes and deposits related to strategic partnerships (IGX, IGL, Usha Resources) deemed uncollectible, and a $179,805 loss on the sale of its investment in IRIS Metals.
Guidance, Outlook, Risks, and Contingencies
Outlook and Guidance
The company does not provide specific financial guidance. Management expects to continue incurring operating losses and negative cash flows until commercial production begins. The estimated capital expenditure for Phase 1 (25,000 tpa) is approximately $500 million. The company anticipates securing feedstock through non-binding letters of intent with Prairie Lithium and Mandrake Resources, and a potential offtake agreement with Sumitomo.
Material Risks
- Going Concern: Management has identified conditions raising substantial doubt about the company's ability to continue as a going concern. Cash on hand is deemed inadequate to satisfy working capital and capital expenditure requirements for the next 12 months without additional financing.
- Financing Needs: Success depends entirely on raising additional capital through equity or debt. Failure to secure funding could force the company to cease operations.
- Development Risks: As a pre-revenue development company, there is no guarantee the refinery will be constructed on time, within budget, or achieve commercial viability.
- Market Volatility: Lithium prices have fluctuated significantly (dropping from ~$80k/ton in 2022 to ~$10k/ton in early 2025), impacting the economic viability of the project.
- Regulatory & Incentives: The company relies on potential state and federal incentives (e.g., IRA, BIL, Oklahoma incentives). Changes in government policy or delays in funding could adversely affect the project.
Unusual Items
- Legal Proceedings: The company is defending a lawsuit filed by H.C. Wainwright & Co., LLC alleging breach of an engagement agreement.
- Non-Binding Agreements: Key supply and offtake agreements (Sumitomo, Prairie, Mandrake) remain non-binding letters of intent.
Investor Verification Checklist
- Liquidity Runway: Verify the sufficiency of current cash ($3.48M) against the estimated $500M Phase 1 CAPEX and ongoing burn rate.
- Financing Pipeline: Confirm the status of the new $10M B. Riley agreement and the $15M Lind convertible note facility as primary funding sources.
- Feedstock Security: Assess the progress of converting non-binding letters of intent (Prairie, Mandrake) into binding supply contracts.
- Government Incentives: Monitor the status of the $257M illustrative incentive package from Oklahoma and federal grant applications (DOE, DOD).
- Legal Exposure: Track the outcome of the H.C. Wainwright litigation.
- Construction Timeline: Verify the status of the FEL-3 report and the commencement of earthworks required by the Muskogee Development Agreement.