Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | STARDUST POWER INC. |
Entity Central Index Key | 0001831979 |
Entity Tax Identification Number | 99-3863616 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 15 E. Putnam Ave |
Entity Address, Address Line Two | Suite 378 |
Entity Address, City or Town | Greenwich |
Entity Address, State or Province | CT |
Entity Address, Postal Zip Code | 06830 |
City Area Code | 800 |
Local Phone Number | 742 3095 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Stardust Power Inc.15 E. Putnam Ave |
Entity Address, Address Line Two | Suite 378 |
Entity Address, City or Town | Greenwich |
Entity Address, State or Province | CT |
Entity Address, Postal Zip Code | 06830 |
City Area Code | 800 |
Local Phone Number | 742 3095 |
Contact Personnel Name | Roshan Pujari |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Global Partner Acquisition Corp II [Member] | |||
Current assets | |||
Cash | $ 2,000 | $ 22,000 | $ 101,000 |
Prepaid expenses and other current assets | 120,000 | 14,000 | 8,000 |
Total current assets | 122,000 | 36,000 | 109,000 |
Cash held in Trust Account | 20,209,000 | 43,704,000 | |
Investment in equity securities | 304,675,000 | ||
Total assets | 20,331,000 | 43,740,000 | 304,784,000 |
Current liabilities | |||
Accounts payable | 2,000 | 64,000 | 75,000 |
Accrued liabilities and other current liabilities | 6,105,000 | 4,327,000 | 3,016,000 |
Total current liabilities | 10,049,000 | 7,872,000 | 3,876,000 |
Other liabilities – | |||
Warrant liability | 978,000 | 337,000 | 467,000 |
Early exercised shares option liability | 10,500,000 | 10,500,000 | 10,500,000 |
Total liabilities | 21,527,000 | 18,709,000 | 14,843,000 |
Commitments and contingencies (Note 2) | |||
Class A ordinary shares subject to possible redemption; 1,794,585 and 3,931,719 shares, respectively (at approximately $11.26 and $11.12 per share at March 31, 2024 and December 31, 2023, respectively) | 20,209,000 | 43,704,000 | 304,675,000 |
Stockholders’ equity (deficit) | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized, none issued or outstanding at March 31, 2024 and December 31, 2023 | |||
Additional paid-in capital | |||
Accumulated deficit | (21,406,000) | (18,674,000) | (14,735,000) |
Total stockholders’ deficit | (21,405,000) | (18,673,000) | (14,734,000) |
Total liabilities and stockholders’ deficit | 20,331,000 | 43,740,000 | 304,784,000 |
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | |||
Stockholders’ equity (deficit) | |||
Common stock, $0.00001 par value, 15,000,000 shares authorized, 9,017,300 shares issued and outstanding as at March 31, 2024 and December 31, 2023 | |||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | |||
Stockholders’ equity (deficit) | |||
Common stock, $0.00001 par value, 15,000,000 shares authorized, 9,017,300 shares issued and outstanding as at March 31, 2024 and December 31, 2023 | 1,000 | 1,000 | 1,000 |
Global Partner Acquisition Corp II [Member] | Related Party [Member] | |||
Current liabilities | |||
Promissory Note – related party | 755,000 | 755,000 | 785,000 |
Extension promissory notes – related party | 3,187,000 | 2,726,000 | |
Stardust Power Inc [Member] | |||
Current assets | |||
Cash | 388,398 | 1,271,824 | |
Prepaid expenses and other current assets | 281,669 | 426,497 | |
Deferred transaction costs | 1,816,261 | 1,005,109 | |
Total current assets | 2,486,328 | 2,703,430 | |
Computer and equipment, net | 4,915 | 1,968 | |
Pre-acquisition capital project cost | 788,967 | 100,000 | |
Investment in equity securities | 163,898 | 218,556 | |
Total assets | 3,444,108 | 3,023,954 | |
Current liabilities | |||
Accounts payable | 2,357,471 | 1,256,792 | |
Current portion of early exercised shares option liability | 3,443 | 2,990 | |
Short-term loan | 49,143 | 72,967 | |
Accrued liabilities and other current liabilities | 583,120 | 208,107 | |
Total current liabilities | 2,993,177 | 1,540,856 | |
Other liabilities – | |||
Early exercised shares option liability | 5,107 | 5,660 | |
SAFE notes | 5,520,100 | 5,212,200 | |
Total liabilities | 8,518,384 | 6,758,716 | |
Commitments and contingencies (Note 2) | |||
Stockholders’ equity (deficit) | |||
Common stock, $0.00001 par value, 15,000,000 shares authorized, 9,017,300 shares issued and outstanding as at March 31, 2024 and December 31, 2023 | 87 | 87 | |
Additional paid-in capital | 118,435 | 58,736 | |
Accumulated deficit | (5,192,798) | (3,793,585) | |
Total stockholders’ deficit | (5,074,276) | (3,734,762) | |
Total liabilities and stockholders’ deficit | $ 3,444,108 | $ 3,023,954 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Jan. 09, 2024 | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Global Partner Acquisition Corp II [Member] | |||||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | |||
Preference shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||
Preference shares, shares issued | 0 | 0 | 0 | ||
Preference shares, shares outstanding | 0 | 0 | 0 | ||
Common stock, par value | $ 0.00001 | ||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | |||||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | 30,000,000 | ||
Temporary Equity, Redemption Price Per Share | $ 11.26 | $ 11.12 | $ 10.16 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 0 | 0 | 0 | ||
Common stock, shares outstanding | 0 | 0 | 0 | ||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common stock, shares issued | 7,500,000 | 7,500,000 | 7,500,000 | ||
Common stock, shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | ||
Stardust Power Inc [Member] | |||||
Common stock, par value | $ 0.00001 | $ 0.00001 | |||
Common stock, shares authorized | 15,000,000 | 15,000,000 | |||
Common stock, shares issued | 9,017,300 | 9,017,300 | |||
Common stock, shares outstanding | 9,017,300 | 9,017,300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Revenue | ||||||
General and administrative expenses (including related party amounts of $Nil and $96,806 in 2024 and 2023 respectively) | 2,091,000 | 1,078,000 | 5,230,000 | 1,984,000 | ||
Gain from settlement and release of liabilities | (2,961,000) | (2,961,000) | ||||
Operating loss | (2,091,000) | 1,883,000 | (2,269,000) | (1,984,000) | ||
Other (expenses) | ||||||
Income from cash and investments held in the Trust Account | 273,000 | 921,000 | 2,278,000 | 4,600,000 | ||
Write-off contingent warrants associated with shares redeemed | 130,000 | 130,000 | ||||
Change in fair value of warrant liability | (641,000) | (2,020,000) | 12,453,000 | |||
Net loss | $ (2,459,000) | $ 914,000 | $ 139,000 | $ 15,069,000 | ||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | ||||||
Other (expenses) | ||||||
Basic | 2,006,000 | 7,118,000 | 4,718,000 | 30,000,000 | ||
Diluted | 2,006,000 | 7,118,000 | 4,718,000 | 30,000,000 | ||
Basic | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Diluted | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | ||||||
Other (expenses) | ||||||
Basic | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Basic | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Diluted | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Stardust Power Inc [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Revenue | ||||||
General and administrative expenses (including related party amounts of $Nil and $96,806 in 2024 and 2023 respectively) | 245,402 | 1,235,366 | 2,675,698 | |||
Operating loss | (245,402) | (1,235,366) | (2,675,698) | |||
Other (expenses) | ||||||
SAFE notes issuance costs (including related party amounts of $435,000) | (466,302) | |||||
Other transaction costs (including related party amounts of $100,000) | (450,113) | |||||
Interest expense (including related party amounts of $Nil and $103 in 2024 and 2023 respectively) | (103) | (1,289) | (7,828) | |||
Change in fair value of investment in equity securities | (54,658) | 18,556 | ||||
Change in fair value of SAFE notes | (107,900) | (212,200) | ||||
Total other expenses | (103) | (163,847) | (1,117,887) | |||
Net loss | $ (245,505) | $ (1,399,213) | $ (3,793,585) | |||
Basic | 8,741,000 | 8,669,538 | 8,777,571 | |||
Diluted | 8,741,000 | 8,669,538 | 8,777,571 | |||
Basic | $ (0.03) | $ (0.16) | $ (0.43) | |||
Diluted | $ (0.03) | $ (0.16) | $ (0.43) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
General and administrative expenses including related party amount | $ 2,091,000 | $ 1,078,000 | $ 5,230,000 | $ 1,984,000 | ||
Stardust Power Inc [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
SAFE notes issuance costs, related party amount | $ 466,302 | |||||
General and administrative expenses including related party amount | $ 245,402 | 1,235,366 | 2,675,698 | |||
Other transaction costs, related party amount | 450,113 | |||||
Interest expense including related party amount | 103 | 1,289 | 7,828 | |||
Related Party [Member] | Global Partner Acquisition Corp II [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
SAFE notes issuance costs, related party amount | 435,000 | |||||
Related Party [Member] | Stardust Power Inc [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
SAFE notes issuance costs, related party amount | 435,000 | |||||
General and administrative expenses including related party amount | 96,806 | 797,019 | ||||
Other transaction costs, related party amount | 100,000 | |||||
Interest expense including related party amount | $ 103 | $ 7,111 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Class B Ordinary Shares [Member] Global Partner Acquisition Corp II [Member] | Additional Paid-in Capital [Member] Global Partner Acquisition Corp II [Member] | Additional Paid-in Capital [Member] Stardust Power Inc [Member] | Retained Earnings [Member] Global Partner Acquisition Corp II [Member] | Retained Earnings [Member] Stardust Power Inc [Member] | Total Stockholders Deficit [Member] Global Partner Acquisition Corp II [Member] | Total Stockholders Deficit [Member] Stardust Power Inc [Member] | Common Stock [Member] Stardust Power Inc [Member] |
Balance at Dec. 31, 2021 | $ 1,000 | $ (25,129,000) | $ (25,128,000) | |||||
Balances, shares at Dec. 31, 2021 | 7,500,000 | |||||||
Accretion in value of Class A ordinary shares subject to possible redemption | (4,675,000) | (4,675,000) | ||||||
Net loss | 15,069,000 | 15,069,000 | ||||||
Balance at Dec. 31, 2022 | $ 1,000 | (14,735,000) | (14,734,000) | |||||
Balances, shares at Dec. 31, 2022 | 7,500,000 | |||||||
Accretion in value of Class A ordinary shares subject to possible redemption | (1,371,000) | (1,371,000) | ||||||
Net loss | 914,000 | 914,000 | ||||||
Balance at Mar. 31, 2023 | $ 1,000 | (15,192,000) | $ (245,505) | (15,191,000) | $ (245,415) | $ 90 | ||
Balances, shares at Mar. 31, 2023 | 7,500,000 | 9,000,000 | ||||||
Balance at Dec. 31, 2022 | $ 1,000 | (14,735,000) | (14,734,000) | |||||
Balances, shares at Dec. 31, 2022 | 7,500,000 | |||||||
Accretion in value of Class A ordinary shares subject to possible redemption | (4,078,000) | (4,078,000) | ||||||
Net loss | 139,000 | 139,000 | ||||||
Balance at Dec. 31, 2023 | $ 1,000 | 58,736 | (18,674,000) | (3,793,585) | (18,673,000) | (3,734,762) | $ 87 | |
Balances, shares at Dec. 31, 2023 | 7,500,000 | 9,017,300 | ||||||
Balance at Mar. 15, 2023 | ||||||||
Balances, shares at Mar. 15, 2023 | ||||||||
Net loss | (245,505) | (245,505) | ||||||
Issuance of common stock | 90 | $ 90 | ||||||
Issuance of common stock, shares | 9,000,000 | |||||||
Balance at Mar. 31, 2023 | $ 1,000 | (15,192,000) | (245,505) | (15,191,000) | (245,415) | $ 90 | ||
Balances, shares at Mar. 31, 2023 | 7,500,000 | 9,000,000 | ||||||
Balance at Mar. 15, 2023 | ||||||||
Balances, shares at Mar. 15, 2023 | ||||||||
Net loss | (3,793,585) | (3,793,585) | ||||||
Issuance of common stock | 90 | $ 90 | ||||||
Issuance of common stock, shares | 9,000,000 | |||||||
Issuance of common stock related to early exercised stock options (Note 3) | ||||||||
Issuance of common stock related to early exercised stock options (Note 3), shares | 495,000 | |||||||
Repurchase of unvested early exercised common stock (Note 3) | (1) | $ (1) | ||||||
Repurchase of unvested early exercised common stock (Note 3), shares | (300,000) | |||||||
Transfer from early exercised stock option liability on vesting (Note 3) | 200 | 200 | ||||||
Stock based compensation (Note 3) | 58,536 | 58,536 | ||||||
Repurchase of common stock (Note 3) | (2) | $ (2) | ||||||
Repurchase of common stock (Note 3), shares | (177,700) | |||||||
Balance at Dec. 31, 2023 | $ 1,000 | 58,736 | (18,674,000) | (3,793,585) | (18,673,000) | (3,734,762) | $ 87 | |
Balances, shares at Dec. 31, 2023 | 7,500,000 | 9,017,300 | ||||||
Accretion in value of Class A ordinary shares subject to possible redemption | (273,000) | (273,000) | ||||||
Net loss | (2,459,000) | (1,399,213) | (2,459,000) | (1,399,213) | ||||
Transfer from early exercised stock option liability on vesting (Note 3) | 100 | 100 | ||||||
Stock based compensation (Note 3) | 59,599 | 59,599 | ||||||
Balance at Mar. 31, 2024 | $ 1,000 | $ 118,435 | $ (21,406,000) | $ (5,192,798) | $ (21,405,000) | $ (5,074,276) | $ 87 | |
Balances, shares at Mar. 31, 2024 | 7,500,000 | 9,017,300 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | $ (2,459,000) | $ 914,000 | $ 139,000 | $ 15,069,000 | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Income from cash and investments held in Trust Account | (273,000) | (921,000) | (2,278,000) | (4,600,000) | ||
Change in fair value of warrant liability | 641,000 | 2,020,000 | (12,453,000) | |||
Write-off of contingent warrants associated with shares redeemed in 2023 | (130,000) | (130,000) | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (106,000) | (198,000) | (6,000) | 175,000 | ||
Accounts payable | (62,000) | (64,000) | (11,000) | (60,000) | ||
Accrued liabilities and other current liabilities | 1,778,000 | (2,188,000) | 1,311,000 | 343,000 | ||
Net cash used in operating activities | (481,000) | (567,000) | (975,000) | (1,526,000) | ||
Cash flows from investing activities: | ||||||
Cash deposited in Trust Account | (450,000) | (1,800,000) | ||||
Cash withdrawn from Trust Account to pay redemptions | 23,768,000 | 265,050,000 | 265,050,000 | |||
Net cash used in investing activities | 23,768,000 | 264,600,000 | 263,250,000 | |||
Cash flows from financing activities: | ||||||
Redemption of 2,137,134 and 26,068,281 Class A common shares in 2024 and 2023, respectively | (23,768,000) | (265,050,000) | (265,050,000) | |||
Repayment of promissory note – related party | (30,000) | (30,000) | 785,000 | |||
Proceeds of Extension Promissory Note – related party | 461,000 | 949,000 | 2,726,000 | |||
Net cash provided by financing activities | (23,307,000) | (264,131,000) | (262,354,000) | 785,000 | ||
Net increase/ (decrease) in cash | (20,000) | (98,000) | (79,000) | (741,000) | ||
Cash at the beginning of the period | 22,000 | 101,000 | 101,000 | 842,000 | ||
Cash at the end of the period | $ 3,000 | 2,000 | 3,000 | $ 22,000 | 22,000 | 101,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Settlement and release of liabilities | 2,961,000 | 2,961,000 | ||||
Stardust Power Inc [Member] | ||||||
Cash flows from operating activities: | ||||||
Net loss | (245,505) | (1,399,213) | (3,793,585) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||
Stock based compensation | 59,599 | 58,536 | ||||
Change in fair value of investment in equity securities | 54,658 | (18,556) | ||||
Change in fair value of SAFE notes | 107,900 | 212,200 | ||||
Depreciation expense | 185 | 6 | ||||
SAFE notes issuance costs | 466,302 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (18,805) | (120,172) | (426,497) | |||
Accounts payable | 132,455 | 337,262 | 310,281 | |||
Accrued liabilities and other current liabilities | 25,101 | 208,107 | ||||
Due to related parties | 131,855 | |||||
Net cash used in operating activities | (934,680) | (2,983,206) | ||||
Cash flows from investing activities: | ||||||
Preacquisition land cost | (100,000) | |||||
Investment in equity securities | (200,000) | |||||
Purchase of computer and equipment | (3,131) | (1,974) | ||||
Net cash used in investing activities | (3,131) | (301,974) | ||||
Cash flows from financing activities: | ||||||
Proceeds from early exercise of stock option awards | 14,850 | |||||
Proceeds from investor for issuance of SAFE notes | 200,000 | 5,000,000 | ||||
Proceeds from stock issuance, net of repurchases | 87 | |||||
Proceeds from issuance of notes payable to related parties | 1,000,000 | 1,000,000 | ||||
Payments for SAFE notes issuance costs to related parties | (435,000) | |||||
Deferred transaction cost paid | (115,788) | (95,900) | ||||
Proceeds from short term loan, net of repayment | 72,967 | |||||
Repayment of notes payable to related parties | (1,000,000) | |||||
Repayment of short term loan | (23,824) | |||||
Repurchase of unvested shares | (6,003) | |||||
Net cash provided by financing activities | 1,000,000 | 54,385 | 4,557,004 | |||
Net increase/ (decrease) in cash | 1,000,000 | (883,426) | 1,271,824 | |||
Cash at the beginning of the period | 1,271,824 | |||||
Cash at the end of the period | 1,000,000 | 388,398 | $ 1,000,000 | 1,271,824 | $ 1,271,824 | |
Supplemental disclosure for cash flow information: | ||||||
Interest paid | 1,342 | 7,667 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Unpaid deferred transaction cost | 735,427 | 909,209 | ||||
Unpaid SAFE notes issuance costs | 31,302 | |||||
Unpaid amount for repurchase of unvested shares | $ 6,003 | |||||
Capital contribution in exchange of subscription receivable | 90 | |||||
Unpaid preacquisition capital project cost | $ 423,968 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Redemption of common shares | 2,137,134 | 26,068,281 | 26,068,281 | 26,068,281 |
DESCRIPTION OF THE COMPANY
DESCRIPTION OF THE COMPANY | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
DESCRIPTION OF THE COMPANY | Note 1 – Description of Organization and Business Operations DESCRIPTION OF THE COMPANY Global Partner Acquisition Corp II was incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020. Together with its wholly owned subsidiaries Strike Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of GPAC II (“First Merger Sub”) and Strike Merger Sub II, LLC., a Delaware limited liability company and a direct wholly-owned subsidiary of GPAC II (“Second Merger Sub”), both incorporated or formed in Delaware in November 2023 (collectively the “Company” and “GPAC II”), the Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2024, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to March 31, 2024 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering. In January 2023, the shareholders of the Company (the “shareholders”) took various actions and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87 0.0001 On January 9, 2024, in connection with the 2024 Extension Meeting (as defined below), there was a further extension of the date to complete a business combination resulting in a new date upon which the Company must complete a Business Combination (the “New Termination Date”), as well as shareholder redemptions of 2,137,134 23,615,000 1,503,254 127,777 0.0001 7,400,000 All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Public Offering: The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with unredeemed proceeds from the $ 300,000,000 8,350,000 300,000,000 In January 2023, the following material transactions, among others, changed the control of the Company and its resources, all as further discussed in these notes to condensed consolidated financial statements, as follows: 1. On January 11, 2023, the Company held the 2023 Extension Meeting (as defined below) of its shareholders in which the shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “2023 Extension Amendment Proposal”) to extend the date required to complete a Business Combination. In connection with the vote to approve the 2023 Extension Amendment Proposal, the holders of 26,068,281 10.167 265,050,000 3,931,719 2. On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed to contribute to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000 3. Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC. 4. Pursuant to the Investment Agreement, the Sponsor agreed to lend to the Company the funds required to pay expenses incurred by the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company. 5. On January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally, Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices. 6. The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of approximately $ 2,961,000 See also below regarding the 2024 Extension Meeting. Trust Account: The funds in the Trust Account can only be invested in cash or U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940. On January 11, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees and continuing general and administrative expenses. The Company’s amended and restated memorandum and articles of association provided that, other than the withdrawal of interest to pay tax obligations, if any, less up to $ 100,000 100 On January 11, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024. Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the Company $ 150,000 1,800,000 On January 9, 2024, the Company held the extraordinary general meeting of shareholders of the Company (the “2024 Extension Meeting”) to amend (the “2024 Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination until the New Termination Date for a total of an additional six months after January 14, 2024, unless the closing of a Business Combination shall have occurred prior thereto (collectively, the “2024 Extension Amendment Proposal”); to eliminate, by way of special resolution, from the amended and restated memorandum and articles of association the limitation that GPAC II may not redeem Class A Ordinary Shares to the extent that such redemption would result in GPAC II having net tangible assets of less than $ 5,000,001 Also, on January 9, 2024 and in connection with the 2024 Extension Meeting to approve the 2024 Extension Amendment Proposal, the Company’s Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 127,777 127,777 Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80 The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on funds held in the Trust Account and not previously released to pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market (the “Nasdaq”). If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Ordinary Shares voted are voted in favor of the Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes. As a result, such Class A Ordinary Shares are recorded at the redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The amount in the Trust Account is initially funded at $ 10.00 300,000,000 30,000,000 As further discussed above, the Company will have until the New Termination Date, that was proposed to and approved by the Company’s shareholders on January 9, 2024 in the form of an amendment to the Company’s amended and restated memorandum and articles of association. If the Company does not complete a Business Combination by the New Termination Date, it shall (i) cease all operations except for the purposes of winding up and (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A Ordinary Shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay income taxes (less up to $ 100,000 Mandatory Liquidation and Going Concern: At March 31, 2024, the Company had approximately $ 2,000 9,927,000 | Note 1 – Description of Organization and Business Operations DESCRIPTION OF THE COMPANY Global Partner Acquisition Corp II was incorporated under the laws of the Cayman Islands as an exempted company on November 3, 2020. Together with its wholly owned subsidiaries Strike Merger Sub I, Inc. and Strike Merger Sub II, LLC., both incorporated or formed in Delaware in November 2023 (collectively the “Company” and “GPAC II”), the Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from November 3, 2020 (inception) to December 31, 2023 relates to the Company’s formation and the initial public offering (the “Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering. In January 2023, the shareholders of the Company took various actions and the Company entered into various agreements resulting in a change of control of the Company, redemption of approximately 87 0.0001 Subsequent to December 31, 2023, there was a further extension of time to complete a business combination and further redemptions and other matters as discussed in various notes below regarding the 2024 Extension Meeting and as described in the Form 8-K filed with the SEC on January 16, 2024. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Public Offering: The Company’s sponsor is Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with unredeemed proceeds from the $ 300,000,000 8,350,000 300,000,000 In January 2023, the following material transactions, among others, changed the control over and resources of the Company, all as further discussed in these notes to financial statements, as follows: 1. On January 11, 2023, the Company held an Extension Meeting of its shareholders in which the shareholders approved the proposal to amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”) to extend the date required to complete a Business Combination (as described further in Business Combination below). In connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 10.167 265,050,000 3,931,719 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 2. On January 13, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Sponsor and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed to contribute to the Sponsor an aggregate amount in cash equal to up to $ 3,000,000 3. Pursuant to the Investment Agreement, the Sponsor transferred control of the Sponsor to affiliates of Antarctica Capital Partners LLC. 4. Pursuant to the Investment Agreement, the Sponsor has agreed to lend to the Company the funds required to pay expenses incurred by the Company and reasonably related to the costs and expenses of facilitating the extension of the term of the Company. 5. Further, on January 13, 2023, Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally, Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of the outgoing directors or officers on any matter relating to the Company’s operations, policies or practices. 6. The Company made settlements and received releases from several creditors in exchange for cash payments made resulting in the reduction of approximately $ 2,961,000 See also below regarding, subsequent to December 31, 2023, the 2024 Extension Meeting. Trust Account: The funds in the Trust Account can only be invested in cash or U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940. On January 11, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets, legal and accounting fees related to regulatory reporting obligations, payment for services of investment professionals and support services, continued listing fees and continuing general and administrative expenses. The Company’s amended and restated memorandum and articles of association provided that, other than the withdrawal of interest to pay tax obligations, if any, less up to $ 100,000 100 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 On January 11, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate a Business Combination from January 14, 2023 to April 23, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time up until the Termination Date of January 14, 2024. Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the Company $ 150,000 1,800,000 Subsequent to December 31, 2023, on January 9, 2024, Global Partner Acquisition Corp II (“GPAC II” and “Company”) held the extraordinary general meeting of shareholders of the Company (the “2024 Extension Meeting”) to amend (the “Articles Amendment”), by way of special resolution, the Company’s amended and restated memorandum and articles of association (as amended, the “2024 Amended Articles”) to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14, 2024 (the “Revised Termination Date”) for a total of an additional six months after January 14, 2024, unless the closing of a .0001 5,000,001 .0001 Also subsequent to December 31, 2023 and in connection with the 2024 Extension Meeting to approve the Extension Amendment Proposal, the Company’s Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 127,777 127,777 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80 The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes, or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on funds held in the Trust Account and not previously released to pay income taxes. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the rules of the Nasdaq Capital Market (the “Nasdaq”). If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding Class A ordinary shares and Class B ordinary shares, par value $ 0.0001 5,000,001 If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on funds held in the Trust Account and not previously released to pay income taxes. As a result, such Class A ordinary shares are recorded at the redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The amount in the Trust Account is initially funded at $ 10.00 300,000,000 30,000,000 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 As further discussed above, the Company will have until the Revised Termination Date, that was proposed to and approved by the Company’s shareholders subsequent to December 31, 2023 in the form of an amendment to the Company’s amended and restated memorandum and articles of association (the “Revised Combination Period”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up and (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public Class A ordinary shares for a per share pro rata portion of the Trust Account, including interest earned on funds held in the Trust Account and not previously released to pay income taxes (less up to $ 100,000 Mandatory Liquidation and Going Concern: At December 31, 2023, the Company has approximately $ 22,000 7,836,000 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
DESCRIPTION OF THE COMPANY | NOTE 1 – DESCRIPTION OF THE COMPANY Nature of Business Stardust Power Inc., (“the Company”, “Stardust Power”) which was incorporated on March 16, 2023, is a development stage company engaged in setting-up vertically integrated battery grade lithium production, designed to foster energy independence in the United States. While the Company has not earned any revenue yet, the Company is in the process of developing a strategically central, vertically integrated lithium refinery capable of producing up to 50,000 Business combination On November 21, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Global Partner Acquisition Corp II (“GPAC II”), a Cayman Islands exempted company, Strike Merger Sub I, Inc.(First Merger Sub), a Delaware corporation and direct wholly-owned subsidiary of GPAC II, Strike Merger Sub II(Second Merger Sub), LLC, a Delaware limited liability company and direct wholly-owned subsidiary of GPAC II. Upon the merger, GPAC II was renamed as Stardust Power Inc. (“the Combined Company”), with ticker name as “SDST”. On July 8, 2024, the Company completed the merger. GPAC II deregistered as a Cayman Islands exempted company and domesticate as Delaware corporation. As per the Business Combination Agreement, the First Merger Sub merged into the Company, with the Company being the surviving corporation. Following the First Merger, the Company merged into Second Merger Sub, with Second Merger Sub being the surviving entity. As per the Business Combination Agreement: ● Each share of Stardust Power Common Stock issued and outstanding immediately prior to the first effective time converted into the right to receive the number of GPAC II common stock equal to the merger consideration divided by the number of shares of the Company fully-diluted stock. ● Each outstanding Stardust Power Option, whether vested or unvested, automatically converted into an option to purchase a number of shares of GPAC II common stock equal to the number of shares of GPAC II Common Stock subject to such Stardust Power Option immediately prior to the first effective time multiplied by the per share consideration. ● Each share of Stardust Power Restricted Stock outstanding immediately prior to the first effective time converted into a number of shares of GPAC II common stock equal to the number of shares of Stardust Power common stock subject to such Stardust Power restricted stock multiplied by the per share consideration. ● Additionally, GPAC II will issue five million shares of GPAC II common stock to the holders of Stardust Power as additional merger consideration in the event that prior to the eighth (8th) anniversary of the closing of the Business Combination, the volume-weighted average price of GPAC II common stock is greater than or equal to $ 12.00 ● Immediately prior to the closing of the business combination, the SAFEs automatically converted into the 138,393 ● Immediately prior to the closing of the business combination, the convertible notes automatically converted into 55,889 ● The Combined Company issued 1,077,541 10,075,000 The Company’s basis of presentation within these unaudited condensed consolidated financial statements do not reflect any adjustments as a result of the Business Combination closing. The Business Combination will be accounted for as a reverse recapitalization. Under this method of accounting, GPAC II will be treated as the acquired company for financial statement reporting purposes. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | NOTE 1 — DESCRIPTION OF THE COMPANY Nature of Business Stardust Power Inc., (“the Company”, “Stardust Power”) which was incorporated on March 16, 2023, is a development stage company engaged in setting-up vertically integrated battery grade lithium production, designed to foster energy independence in the United States. While the Company has not earned any revenue yet, the Company is in the process of developing a strategically central, vertically integrated lithium refinery capable of producing up to 50,000 tons per annum of battery-grade lithium. Proposed business combination On November 21, 2023, the Company entered into a business combination agreement with Global Partner Acquisition Corp II (“GPAC II”), a Cayman Islands exempted company, Strike Merger Sub I, Inc. (First Merger Sub), a Delaware corporation and direct wholly-owned subsidiary of GPAC II, Strike Merger Sub II (Second Merger Sub), LLC, a Delaware limited liability company and direct wholly-owned subsidiary of GPAC II. Prior to the consummation of the Mergers, GPAC II will deregister as a Cayman Islands exempted company and domesticate as Delaware corporation. As per the business combination agreement, the First Merger Sub shall be merged into the Company, with the Company being the surviving corporation. Following the First Merger, the Company shall be merged into Second Merger Sub, with Second Merger Sub being the surviving entity. As per the business combination agreement: ● Each share of Stardust Power Common Stock issued and outstanding immediately prior to the first effective time shall be converted into the right to receive the number of GPAC II common stock equal to the merger consideration divided by the number of shares of the Company fully-diluted stock. ● Each outstanding Stardust Power Option, whether vested or unvested, shall automatically convert into an option to purchase a number of shares of GPAC II common stock equal to the number of shares of GPAC II Common Stock subject to such Stardust Power Option immediately prior to the first effective time multiplied by the per share consideration. ● Each share of Stardust Power Restricted Stock outstanding immediately prior to the first effective time shall convert into a number of shares of GPAC II common stock equal to the number of shares of Stardust Power common stock subject to such Stardust Power restricted stock multiplied by the per share consideration. ● Additionally, GPAC II will issue five million 12.00 20 30 ● Immediately prior to the closing of the business combination, the SAFEs will automatically convert into the number of shares of common stock of Stardust Power. The business combination is expected to close in the first half of 2024, following the receipt of the required approval by GPAC II’s shareholders and the fulfillment or waiver of other customary closing conditions. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 |
BUSINESS COMBINATION AGREEMENT
BUSINESS COMBINATION AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |
Business Acquisition [Line Items] | |
BUSINESS COMBINATION AGREEMENT | Note 2 – Business Combination Agreement BUSINESS COMBINATION AGREEMENT On November 21, 2023, the Company, entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), with Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned subsidiary of GPAC II (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of GPAC II (“Second Merger Sub”), and Stardust Power Inc., a Delaware corporation (“Stardust Power”). The Business Combination Agreement and the transactions contemplated thereby to occur at or immediately prior to the Closing (“Transactions”) were approved by the boards of directors of each of GPAC II and Stardust Power. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The Domestication Pursuant to the Business Combination Agreement, prior to the consummation of the Mergers (as defined below) contemplated by the Business Combination Agreement (the “Closing”), and subject to the Supermajority Acquiror Shareholder Approval (as defined therein), GPAC II will domesticate as a Delaware corporation (the “Domestication”) in accordance with Section 388 of the Delaware General Corporation Law and Sections 206 to 209 of the Companies Act (As Revised) of the Cayman Islands. Prior to the Domestication, each Class B Ordinary Share outstanding shall be converted into one (1) Class A Ordinary Share in accordance with the Company’s amended and restated memorandum and articles of association, other than as set forth in the Sponsor Letter Agreement (the “Class B Ordinary Share conversion”). In connection with the Domestication, (i) each Class A Ordinary Share outstanding immediately prior to the effective time of the Domestication and following the Class B Ordinary Share conversion shall be converted into one share of common stock, par value $ 0.0001 11.50 The Business Combination The Business Combination Agreement provides for, among other things, the following Transactions: (i) the Domestication, (ii) following the Domestication, First Merger Sub will merge with and into Stardust Power, with Stardust Power as the surviving company in the merger (the “First Merger”) and, (iii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, Stardust Power will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II being the surviving company of the Second Merger (Merger Sub II, in its capacity as the surviving company of the Second Merger, the “Surviving Company”), and as a result of which the Surviving Company will become a wholly-owned subsidiary of GPAC II. At Closing, GPAC II will change its name to “Stardust Power Inc.” and will continue trading on the Nasdaq Capital Market under the new symbols “SDST” and “SDSTW,” respectively, following Closing. At Closing, in connection with the Transactions, GPAC II and certain holders of Stardust Power Common Stock (as defined below) (the “Stardust Power Stockholders”) will enter into a Shareholder Agreement (as defined in the Business Combination Agreement), a Registration Rights Agreement (as defined in the Business Combination Agreement) and a Lock-Up Agreement (as defined in the Business Combination Agreement), each in form and in substance to be agreed, to be effective upon the Closing. The Business Combination is expected to close in the first half of 2024, following the receipt of the required approval by GPAC II’s shareholders and the fulfillment or waiver of other customary closing conditions. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Business Combination Consideration In accordance with the terms and subject to the conditions of the Business Combination Agreement, (a) each share of common stock of Stardust Power, par value $ 0.00001 450,000,000 50 10 Additionally, in the event, prior to the eighth (8th) anniversary of the Closing, the volume-weighted average price of GPAC II Common Stock is greater than or equal to $ 12.00 five 10.00 Governance GPAC II has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the GPAC II board of directors shall consist of seven directors, which will be divided into three classes, which directors shall include: two directors designated by Stardust Power, one director designated by Sponsor and four directors designated by Stardust Power whom shall meet the standards of independence for companies subject to the rules and regulations of The Nasdaq Stock Market LLC. Additionally, the current Stardust Power management team will move to GPAC II in their current roles and titles. Representations and Warranties; Covenants The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of GPAC II and Stardust Power. In addition, GPAC II has agreed to adopt an equity incentive plan, as described in the Business Combination Agreement. Stardust Power has agreed to use its commercially reasonable efforts to sell Stardust Power Common Stock in a private placement on terms mutually agreed to by GPAC II and Stardust Power. GPAC II may enter into subscription agreements for securities of GPAC II following the date of the Business Combination Agreement, in an amount not to exceed $ 150,000,000 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 GPAC II and Stardust Power have agreed to enter into certain agreements to be effective upon Closing to (i) provide registration rights to certain Stardust Power Stockholders, (ii) restrict the sale or transfer of shares of GPAC II Common Stock held by Sponsor and certain Stardust Power Stockholders for 180 days following Closing, subject to certain exceptions and (iii) to provide certain rights to Sponsor with respect to the Sponsor’s designation of a director to the GPAC II board following Closing. Conditions to Each Party’s Obligations The obligation of GPAC II and Stardust Power to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) no governmental authority having enacted any law that makes the Transaction or any part thereof illegal or otherwise prohibited, (iii) the Registration Statement (as defined below) becoming effective, (iv) the approval of GPAC II’s shareholders being obtained and (v) the approval of Stardust Power’s stockholders being obtained. In addition, the obligation of GPAC II and Merger Subs to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Stardust Power being true and correct to the standards applicable to such representations and warranties and each of the covenants of Stardust Power having been performed or complied with in all material respects, (ii) the other representations and warranties, except for those set forth in (i) above, of Stardust Power being true and correct as of the Closing Date, as though made on and as of the Closing Date except for certain exceptions mentioned in the Business Combination Agreement, (iii) each of the covenants of the Stardust Power to be performed or complied with by it under the Business Combination Agreement as of or prior to the Closing having been performed or complied with in all material respects, (iv) each of the covenants of the Stardust Power to be performed or complied with by it under the Business Combination Agreement as of or prior to the Closing having been performed or complied with in all material respects, (v) Stardust Power having delivered to GPAC II a certificate signed by an authorized officer of Stardust Power, dated the Closing Date (an “Officer’s Certificate”), certifying that, to the knowledge and belief of such officer, the conditions set forth in the three (3) immediately preceding points have been fulfilled, (vi) Stardust Power and the other parties thereto entering into certain amendments to the outstanding SAFE Agreements and being in full force and effect, (vii) since the date of the Business Combination Agreement, there not having occurred any change, effect, event, occurrence, state of facts or development that, in the aggregate, has had or would reasonably be expected to result in a Material Adverse Effect (as defined in the Business Combination Agreement), and (viii) Stardust Power having delivered to GPAC II executed counterparts to all of the Ancillary Agreements (as defined in the Business Combination Agreement) to which Stardust Power, or any stockholder of Stardust Power, is party. The obligation of Stardust Power to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of GPAC II, First Merger Sub and Second Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of GPAC II having been performed or complied with in all material respects, (ii) each of the pre-Closing or at-Closing covenants of GPAC II shall have been performed or complied with in all material respects, (iii) GPAC II’s delivering an Officer’s Certificate to Stardust Power, (iv) the approval by Nasdaq of GPAC II’s listing application in connection with the Business Combination, (v) the non-occurrence of a Material Adverse Effect, and (vi) GPAC II’s delivery to Stardust Power the executed counterparts of all of the Ancillary Agreements to which GPAC II is a party. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Termination The Business Combination Agreement may be terminated at any time at or prior to Closing: (i) by mutual written consent of GPAC II and Stardust Power, (ii) by written notice from GPAC II to Stardust Power if the representations and warranties of Stardust Power are not true and correct or if Stardust Power fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods so long as the breaching party is using its commercially reasonable efforts to cure such breach within such period (the “cure period”), (iii) by written notice from Stardust Power to GPAC II if the representations and warranties of GPAC II are not true and correct or if GPAC II fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within the cure period, (iv) by either GPAC II or Stardust Power if the Business Combination is not consummated by July 14, 2024 (as may be extended under certain conditions), provided Company Support Agreements and Sponsor Letter Agreement Contemporaneously with the execution of the Business Combination Agreement, certain Stardust Power Stockholders entered into a Company Support Agreement (collectively, the “Company Support Agreements”) with GPAC II and Stardust Power, pursuant to which such stockholders have agreed to certain support matters as described in the Company Support Agreement. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor and, for certain limited purposes set forth therein, the executive officers and directors of GPAC II entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”) with GPAC II and Stardust Power, pursuant to which the Sponsor agreed to, among certain things as described in the Sponsor Letter Agreement. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2 – Summary of Significant Accounting Policies BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, First Merger Sub and Second Merger Sub, both formed to facilitate the acquisition of Stardust Power Inc., a Delaware corporation (“Stardust Power”) (Note 2). All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future periods. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report which contains the audited financial statements and notes thereto as of December 31, 2023 and for the year then ended. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Net (Loss) Income per Ordinary Share Net (loss) income per Ordinary Share is computed by dividing (loss) income applicable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 10,551,283 11,221,954 The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata among the two classes of shares. Net (loss) income per Ordinary Share is calculated by dividing the net (loss) income by the weighted average number of Ordinary Shares outstanding during the respective period. The changes in redemption value that are accreted to Public Shares subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation of earnings per share. The following tables reflect the earnings per share after allocating (loss) income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended Three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per Ordinary Share: Allocation of (loss) income– basic and diluted $ (519,000 ) $ (1,940,000 ) $ 447,000 $ 467,000 Denominator: Basic and diluted weighted average Ordinary Shares: 2,006,000 7,500,000 7,118,000 7,500,000 Basic and diluted (loss) income per Ordinary Share $ (0.26 ) $ (0.26 ) $ 0.06 $ 0.06 Concentration of Credit Risk The Company can have significant cash balances at financial institutions which throughout the year may exceed the federally insured limit of $ 250,000 Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at March 31, 2024 and December 31, 2023. Fair Value Measurements The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of March 31, 2024 and December 31, 2023, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $ 17,054,000 16,500,000 16,254,000 800,000 Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 30,000,000 On January 9, 2024, in connection with the vote to approve the 2024 Extension Amendment Proposal, the holders of 2,137,134 11.05 23,615,000 3,931,719 1,794,585 Previously, on January 11, 2023, in connection with the vote to approve the 2023 Extension Amendment Proposal the holders of 26,068,281 10.167 265,050,000 3,931,719 The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by adjustments to additional paid-in capital. Accordingly, 1,794,585 3,931,719 SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) - Offering costs (16,254,000 ) - Plus: Accretion of carrying value to redemption value 30,354,000 - Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Plus: Accretion of carrying value to redemption value 4,675,000 - Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Less: Class A Ordinary Shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Plus: Accretion of carrying value to redemption value 4,079,000 - Balance at December 31, 2023 $ 43,704,000 3,931,719 Less: Public Shares redeemed on January 9, 2024 (23,768,000 ) (2,137,134 ) Plus: Accretion of carrying value to redemption value 273,000 - Balance at March 31, 2024 (unaudited) $ 20,209,000 1,794,585 Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the date of the unaudited condensed consolidated balance sheet through the date that the unaudited condensed consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial statement have been recognized or disclosed. On April 5, 2024, the Sponsor converted 7,400,000 9,194,585 100,000 On April 24, 2024, the Company, First Merger Sub, Second Merger Sub, and Stardust Power, entered into Amendment No. 1 (the “Amendment”) to that certain Business Combination Agreement, dated November 21, 2023, (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), to, among other things, (i) amend the definition of “Equity Value” and (ii) amend the definition of “Alternative Financing.” Other than the terms of the Amendment, all of the terms, covenants, agreements, and conditions of the Business Combination Agreement remain in full force and effect in accordance with its original terms. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact to the unaudited condensed consolidated financial statements – related party as further discussed in Note 4. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 3 – Summary of Significant Accounting Policies BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Strike Merger Sub I, Inc., a Delaware corporation and Strike Merger Sub II, LLC, a Delaware limited liability company, both formed to facilitate the acquisition of Stardust Power (Note 2). All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation: The consolidated financial statements of the Company are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to Net Income per Ordinary Share: Net income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 15,566,667 The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation of earnings per share. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The following tables reflect the earnings per share after allocating income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Year ended December 31, 2023 Year ended December 31, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 54,000 $ 85,000 $ 12,055,000 $ 3,014,000 Denominator: Basic and diluted weighted average ordinary shares: 4,718,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.40 $ 0.40 Concentration of Credit Risk: The Company can have significant cash balances at financial institutions which throughout the year may exceed the federally insured limit of $ 250,000 Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022. Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of December 31, 2023 and 2022, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $ 17,054,000 16,500,000 16,254,000 800,000 Class A Ordinary Shares Subject to Possible Redemption: As discussed in Note 4, all of the 30,000,000 5,000,001 On January 11, 2023, in connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 10.167 265,050,000 3,931,719 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, 3,931,719 30,000,000 SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) — Offering costs (16,254,000 ) — Plus: Accretion of carrying value to redemption value 30,354,000 — —Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Accretion of carrying value to redemption value 4,675,000 — Class A ordinary shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Class A ordinary shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Accretion of carrying value to redemption value 4,079,000 — Balance at December 31, 2023 $ 43,704,000 3,931,719 Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 Income Taxes: FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Warrant Liability: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the consolidated balance sheets through the March 20, 2024 date that the consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. See above, as well as Notes 1, 4, 5, 7 and 8 regarding actions taken at the 2024 Extension Meeting to extend the date to complete a business combination resulting in a New Termination Date, as well as shareholder redemptions of 2,137,134 23,615,000 1,503,254 127,777 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact to the consolidated financial statements - related party as further discussed in Note 5. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly the Company’s condensed consolidated balance sheet as of March 31, 2024, its condensed consolidated statements of operations, stockholder’s deficit and cash flows for the three months ended March 31, 2024 and for the period March 16, 2023 (since inception) through March 31, 2023. The condensed consolidated financial statements include the accounts of Stardust Power Inc. and its wholly owned subsidiary, Stardust Power LLC. All material intercompany balances have been eliminated upon consolidation. These unaudited condensed consolidated financial statements are presented in U.S. dollars. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, useful life of computer and equipment, realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock-based compensation and simple agreement for future equity note (“SAFE note”). The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements. Going Concern The Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity having no revenues and has incurred net loss of $ 1,399,213 5,192,798 5,074,276 As of March 31, 2024 the Company has $ 388,398 10,075,000 1,481,835 7,830,176 As of the date on which these unaudited condensed consolidated financial statements were available to be issued, we believe that the cash on hand, additional investments obtained through the Business Combination will be inadequate to satisfy Company’s working capital and capital expenditure requirements for at least the next twelve months. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next one year. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Company’s registration statement on Form S-4/A filed with the SEC on May 8, 2024, are applied consistently in these unaudited interim condensed consolidated financial statements. Net Loss per Share The Company adopted ASC 260, “Earnings per Share” The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended 2024 Period from March 16, 2023 (inception) through March 31, 2023 Numerator: Net loss $ (1,399,213 ) $ (245,505 ) Denominator: Weighted average shares outstanding 8,669,538 8,741,000 Net loss per share, basic and diluted $ (0.16 ) $ (0.03 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT March 31, 2024 March 31, 2023 Unvested common stock – shares (Note 3) 339,500 259,000 Deferred Transaction Costs In accordance with ‘Codification of Staff Accounting Bulletins – Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fee, advisory and consulting fee, are deferred till consummation/ completion of the proposed public offering. The Company has deferred $ 1,816,261 1,005,109 Upon completion of the public offering contemplated herein, these amounts will be recorded as a reduction of stockholders’ equity as an offset against the proceeds of the offering. If the offering is terminated, the deferred offering costs will be expensed. Commitments and Contingencies Certain conditions may exist as at the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. On March 13, 2024, Stardust Power and IGX Minerals LLC (‘IGX’), entered into an exclusive Letter of Intent (“ IGX LOI IGX Claims 30,000 235,000 6 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On March 15, 2024, Stardust Power and Usha Resources Inc (“Usha resource”) entered into a non-binding Letter of Intent, except for certain binding terms such as those relating to the exclusivity period until September 30, 2024 (“ Jackpot LOI 25,000 50,000 Second Payment 26,025,000 18,025,000 8,000,000 Preacquisition capital project cost The Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 acres of undeveloped tract (excluding wetlands and creeks). The option was scheduled to end on the earlier of February 29, 2024, the date the property is purchased, or the termination of the agreement by either party. The agreement allows for two, three-month extensions, provided that the Company is performing due diligence and pursuing permits and approvals. Non-refundable option payments of $ 25,000 75,000 1,562,030 688,967 Recently Issued Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the three months ended March 31, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Stardust Power Inc. and its wholly owned subsidiary, Stardust Power LLC. All material intercompany balances have been eliminated upon consolidation. Stardust Power LLC was originally formed on December 5, 2022. Prior to March 16, 2023, Roshan Pujari was the sole member of Stardust Power LLC. On March 16, 2023, Roshan Pujari, the sole director and a controlling member of the Company, transferred his ownership in Stardust Power LLC to Stardust Power Inc. in exchange for nominal consideration. Prior to and following the acquisition, Roshan Pujari controlled both Stardust Power LLC and Stardust Power Inc. The Company’s predecessor entity, Stardust Power LLC, did not have any assets, liabilities, revenue, expenses or cash flows from December 5, 2022, through March 16, 2023. Therefore, the predecessor’s financial statements are not presented. These consolidated financial statements are presented in U.S. dollars. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, useful life of computer and equipment, realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock-based compensation and simple agreement for future equity note (“SAFE note”). The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the consolidated financial statements. Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity having no revenues and has incurred net loss since inception of $ 3,793,585 3,793,585 3,734,762 The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings from the existing promissory notes from related parties or additional SAFE notes financing to fund the Company’s operating and investing activities over the next one year. In this regard, subsequent to the year-end, the Company has also signed a Financing Commitment and Equity Line of Credit Agreement with an investor whereby the investor has committed for an additional US$ 15 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Significant Risks and Uncertainties Including Business and Credit Concentrations The Company is a newly incorporated company and has yet to construct its facility and commence production. As a result, the Company has a limited operating history upon which to evaluate the business and future prospects, which subjects it to a number of risks and uncertainties, including the ability to plan for and predict future growth. Since the Company’s founding, and acquisition of an option to purchase land for the establishment of the facility, the Company has made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the land and location. The refinery designs, brine extraction and transportation process of the facility, process configurations, and control system of the facility are representative of an industrial-scale battery-grade lithium production facility. The Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant risks and uncertainties to the Company’s operations include failing to secure additional funding and the threat of other companies developing and bringing to market similar technology at an earlier time than the Company. The Company’s cash balance is held at one financial institution. As such, as at December 31, 2023, cash held with the financial institution exceeded federally insured limits. Computer and Equipment Computer and equipment is stated at cost less accumulated depreciation and accumulated impairment loss. The Company depreciates computer and equipment using the straight-line method over the following estimated economic useful lives of the asset: SCHEDULE OF ESTIMATED USEFUL LIVES Years Computer and equipment 3 5 Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is estimated at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Stock-based Compensation The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Stock Compensation At the election of the grantees, the stock options granted by the Company are early exercisable at any time from the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares in the event of an employee’s termination prior to full vesting at lower of original exercise price or fair market value as on the date the Company delivers the Repurchase Notice. The consideration received for an early exercise of an unvested option is considered as deposit of the exercise price and the related amount is recorded as a liability. The liabilities are reclassified into common stock and additional paid-in capital as the awards vest. The shares are included in common stock on the consolidated statements of stockholders’ equity (deficit) as at December 31, 2023, and are not included in the calculation of basic net loss per share attributable to common stockholders for the period ended December 31, 2023. However, the early exercised shares are included in calculation of diluted net loss per share attributable to common stockholders for the period ended December 31, 2023 to the extent they are not anti-dilutive. As at December 31, 2023, 288,333 68,125 Fair Value of Measurement ASC 820, “Fair Value Measurement”, defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three fair value hierarchies based upon the level of inputs that are significant to fair value measurement: ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The carrying amounts of certain financial assets and liabilities, including other current assets and accounts payable approximate fair value because of the short maturity and liquidity of those instruments. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statement of operations as a component of provision for income taxes. Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of the above criteria. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. The Company also elected not to record right of use assets and associated lease liabilities on the consolidated balance sheet for leases that have a term, including any reasonably assured renewal terms, of 12 months or less at the lease commencement date. The Company recognizes lease payments for these short-term leases in the consolidated statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company has one short-term lease for office space in Oklahoma City, OK. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Organizational Costs In accordance with ASC 720, “ Other Expenses 75,136 Net Loss per Share The Company adopted ASC 260, “Earnings per Share” The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Period from Numerator: Net loss $ (3,793,585 ) Denominator: Weighted average shares outstanding 8,777,571 Net loss per share, basic and diluted $ (0.43 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT December 31, 2023 Unvested common stock – shares (Note 3) 356,458 SAFE notes SAFE notes represent instruments that provide a form of financing to the Company and possess characteristics of both a debt and equity instrument. The Company accounts for the SAFE note in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) The fair value estimate includes significant inputs not observable in market, which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFE notes will convert into preferred stock; (ii) a SPAC transaction or an initial public offering where the SAFE notes will convert into common stock (iii) a change in control where the SAFE notes holders will have an option to receive a portion of the cash and other assets equal to the purchase amount and (iv) dissolution event where the SAFE note holders will be entitled to the purchase amount subject to liquidation priority. Issuance costs, which totaled approximately $ 466,302 Deferred Transaction Costs In accordance with ‘Codification of Staff Accounting Bulletins — Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fee, advisory and consulting fee, are deferred till consummation/ completion of the proposed public offering. The Company has deferred $ 1,005,109 Commitments and Contingencies Certain conditions may exist as at the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Land Purchase Option The Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 25,000 75,000 1,562,030 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) General and Administrative Expenses General and administrative expenses primarily include compensation for consultants, and advisors, legal and professional service fees, business license and permit costs and other general overhead costs to support the Company’s operations. As at December 31, 2023, this balance includes $ 238,030 Advertising Costs Advertising costs are expensed as incurred and are included in general and administrative expenses, in accordance with ASC 720-35, “ Other Expenses — Advertising Cost” 34,858 Other Transaction Costs Other transaction costs consist of $ 450,113 Investments in Equity Securities Investments in equity securities with readily determinable fair values are accounted in accordance with ASC 321 , Investment in Equity Securities Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures |
PUBLIC OFFERING
PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
PUBLIC OFFERING | Note 3 – Public Offering PUBLIC OFFERING On January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 10.00 30 five years 0.01 18.00 20 30 0.10 10.00 18.00 20 30 The Company had granted the underwriters a 45 2,500,000 30,000,000 The Company paid an underwriting discount of 2.0 6,000,000 3.5 10,500,000 10,500,000 Shareholders approved the 2023 Extension Amendment Proposal at the extraordinary general meeting held on January 11, 2023 (the “2023 Extension Meeting”) and on January 11, 2023, in connection with the 2023 Extension Amendment Proposal vote, the holders of 26,068,281 10.167 265,050,166 4,344,714 26,068,281 130,000 On January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 356,189 2,137,134 356,189 2,137,134 | Note 4 – Public Offering PUBLIC OFFERING On January 14, 2021, the Company consummated the Public Offering and sale of 30,000,000 10.00 30 five years 0.01 18.00 20 30 third 0.10 10.00 18.00 The Company had granted the underwriters a 45 2,500,000 30,000,000 The Company paid an underwriting discount of 2.0 6,000,000 3.5 10,500,000 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The shareholders of the Company approved the Extension Amendment Proposal at the extraordinary general meeting (the “Extension Meeting”) and on January 11, 2023, in connection with that vote, the holders of 26,068,281 10.167 265,050,166 4,344,714 26,068,281 130,000 Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 356,189 2,137,134 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
RELATED PARTY TRANSACTIONS | Note 4 – Related Party Transactions RELATED PARTY TRANSACTIONS Founder Shares: During 2020, the Sponsor purchased 7,187,500 25,000 0.003 7,500,000 Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. The Sponsor agreed to forfeit up to 625,000 In addition to the vesting provisions of the Founder Shares discussed in Note 7, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A Ordinary Shares equals or exceeds $ 12.00 20 30 150 Private Placement Warrants: The Sponsor purchased from the Company an aggregate of 5,566,667 1.50 8,350,000 11.50 If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution from the Trust Account to the Public Shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement. Related Party Loans: Sponsor loans 300,000 1,000 199,000 49,000 Sponsor working capital loans 2,000,000 755,000 755,000 On January 13, 2023, the Company and the Sponsor agreed to extend the date of maturity of the August 1, 2023 Note (as defined below) to the earlier of (i) the Termination Date, (ii) the consummation of a Business Combination of the Company and (iii) the liquidation of the Company. On January 3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) in the principal amount of up to $ 250,000 250,000 1.50 On January 13, 2023, the Company issued the promissory note (the “January 13, 2023 Note”) in the principal amount of up to $ 4,000,000 1,750,000 1.50 During the three months ended March 31, 2024 and 2023, the Company made drawdowns aggregating approximately $ 461,000 604,000 3,186,000 2,726,000 Subsequent to March 31, 2024 the Company borrowed an aggregate $ 130,406 Administrative Services Agreement: The Company has agreed to pay $ 25,000 75,000 350,000 275,000 | Note 5 – Related Party Transactions RELATED PARTY TRANSACTIONS Founder Shares: During 2020, the Sponsor purchased 7,187,500 25,000 0.003 7,500,000 The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. The Sponsor agreed to forfeit up to 625,000 In addition to the vesting provisions of the Founder Shares discussed above and in Note 8, the Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last sale price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Private Placement Warrants: The Sponsor purchased from the Company an aggregate of 5,566,667 1.50 8,350,000 11.50 If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution from the Trust Account to the public shareholders and the Private Placement Warrants issued to the Sponsor will expire worthless. Registration Rights: The Company’s initial shareholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration and shareholder rights agreement. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have piggyback registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration and shareholder rights agreement. Related Party Loans: Sponsor working capital loans 2,000,000 30,000 755,000 785,000 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Extension promissory notes – related party - On January 3, 2023, the Company issued a promissory note (the “January 3, 2023 Note”) in the principal amount of up to $ 250,000 250,000 1.50 On January 13, 2023, the Company issued a promissory note (the “January 13, 2023 Note” and together with the January 3, 2023 Note, the “Extension promissory notes – related party”) in the principal amount of up to $ 4,000,000 1,750,000 1.50 During the year ended December 31, 2023, the Company made drawdowns aggregating approximately $ 2,726,000 2,726,000 0 Subsequent to December 31, 2023 the Company borrowed approximately $ 395,000 Administrative Services Agreement: The Company has agreed to pay $ 25,000 300,000 275,000 0 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
RELATED PARTY TRANSACTIONS | NOTE 10 - RELATED PARTY TRANSACTIONS The Company entered into a service agreement with VIKASA Capital Partners LLC (“VCP”) on March 16, 2023, for services associated with setting up a lithium refinery. VCP provides formation and organization structure advisory, capital market advisory, marketing advisory services and other consulting and advisory services with respect to the Company’s organization. Under the service agreement and subsequent amendments, VCP can be compensated for advisory services up to total of $ 1,050,000 980,000 On March 16, 2023, the Company entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April 1, 2023, and also separately entered into an agreement with VIKASA Capital LLC. The agreement primarily provides compensation for strategic, business, financial, operations and industry advisory services to the Company’s planned development of a lithium refinery operation. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company incurred the following expenses with related parties, which were all affiliates of the Company: SCHEDULE OF EXPENSES WITH RELATED PARTIES Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 Consulting expenses under contract due to: VIKASA Capital Partners LLC $ - $ 85,000 7636 Holdings LLC - 11,806 Total consulting expenses - 96,806 Other expenses paid on the Company’s behalf due to: VIKASA Capital LLC - 30,851 VIKASA Capital Partners LLC - 4,198 Total other expenses paid on the Company’s behalf - 35,049 Total $ - $ 131,855 As of March 31, 2023, none of these expenses were paid and, $ 131,855 90 90 no The Company entered into notes payable agreement of $ 1,000,000 SCHEDULE OF RELATED PARTIES Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 Energy Transition Investors LLC $ - $ 750,000 Vikasa Clean Energy I LP - 160,000 Roshan Pujari - 90,000 Notes obtained from related parties $ - $ 1,000,000 VIKASA Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties. As of March 31, 2023, $ 103 | NOTE 15 — RELATED PARTY TRANSACTIONS The Company entered into a service agreement with VIKASA Capital Partners LLC (“VCP”) on March 16, 2023, for services associated with setting up a lithium refinery. VCP provides formation and organization structure advisory, capital market advisory, marketing advisory services and other consulting and advisory services with respect to the Company’s organization. Under the service agreement and subsequent amendments, VCP can be compensated for advisory services up to total of $ 1,050,000 980,000 On March 16, 2023, the Company entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April 1, 2023, and also separately entered into an agreement with VIKASA Capital LLC. The agreements primarily provide compensation for strategic, business, financial, operations and industry advisory services to the Company’s planned development of a lithium refinery operation. The Company incurred the following expenses from March 16, 2023 (inception) through December 31, 2023 with related parties, which were all affiliates of the Company: SCHEDULE OF EXPENSES WITH RELATED PARTIES Period from Consulting expenses under contract due to: VIKASA Capital Partners LLC $ 980,000 7636 Holdings LLC 180,806 VIKASA Capital LLC 171,213 Total consulting expenses 1,332,019 Other expenses paid on Company’s behalf due to: VIKASA Capital LLC 34,318 VIKASA Capital Partners LLC 9,868 Total other expenses paid on Company’s behalf 44,186 Total $ 1,376,205 As at December 31, 2023, no During the period from March 16, 2023 (inception) through December 31, 2023, the Company entered into and repaid notes of $ 1,000,000 SCHEDULE OF RELATED PARTIES Period from Energy Transition Investors LLC $ 750,000 Vikasa Clean Energy I LP 160,000 Roshan Pujari 90,000 Notes obtained and repaid to related parties $ 1,000,000 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 15 — RELATED PARTY TRANSACTIONS (cont.) VIKASA Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties. During the period from March 16, 2023 (inception) through December 31, 2023, the Company incurred and paid $ 7,111 Period from Energy Transition Investors LLC $ 5,333 Vikasa Clean Energy I LP 1,138 Roshan Pujari 640 Interest expense $ 7,111 |
ACCOUNTING FOR WARRANT LIABILIT
ACCOUNTING FOR WARRANT LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
ACCOUNTING FOR WARRANT LIABILITY | Note 5 – Accounting for Warrant Liability ACCOUNTING FOR WARRANT LIABILITY At March 31, 2024 and December 31, 2023, there were 10,551,283 11,221,954 4,984,616 5,566,667 5,655,286 5,566,667 4,700,903 5,000,000 2,137,134 26,068,281 The Company’s warrants are not indexed to the Company’s Ordinary Shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As such, the Company’s warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period. The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description (unaudited) March 31, 2024 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 477,000 $ - $ 477,000 $ - Private Placement Warrants 501,000 - 501,000 - Warrant liability at March 31, 2024 $ 978,000 $ - $ 978,000 $ - Description At December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 150,000 $ 150,000 $ - $ - Private Placement Warrants 187,000 - 187,000 - Warrant liability at December 31, 2023 $ 337,000 $ 150,000 $ 187,000 $ - Warrant liability $ 337,000 $ 150,000 $ 187,000 $ - At March 31, 2024 and December 31, 2023 the Company valued its Public Warrants by reference to the publicly traded price of the Public Warrants. The Company valued its Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments. The warrant liabilities are not subject to qualified hedge accounting. The Company’s policy is to record transfers at the end of the reporting period. During the three months ended March 31, 2024 the Company transferred its Public Warrants from Level 1 to Level 2 based on the trading of the Public Warrants. There were no transfers during the year ended December 31, 2023. | Note 6 – Accounting for Warrant Liability ACCOUNTING FOR WARRANT LIABILITY At December 31, 2023 and 2022, there were 11,221,954 15,566,667 5,655,286 5,566,667 10,000,000 5,566,667 4,344,714 26,068,281 The Company’s warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. As such, the Company’s warrants are accounted for as warrant liabilities which are required to be valued at fair value at each reporting period. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description At December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 150,000 $ 150,000 $ — $ — Private Placement Warrants 187,000 — 187,000 — Warrant liability at December 31, 2023 $ 337,000 $ 150,000 $ 187,000 $ — Description At December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants 167,000 — 167,000 — Warrant liability at December 31, 2022 $ 467,000 $ 300,000 $ 167,000 $ — Warrant liability $ 467,000 $ 300,000 $ 167,000 $ — At December 31, 2022 and 2023, the Company valued its (a) Public Warrants based on the closing price at December 31, 2023 and 2022, respectively, in an active market and (b) Private Placement Warrants based on the closing price of the Public Warrants since they are similar instruments. The warrant liabilities are not subject to qualified hedge accounting. See also Note 4 regarding contingent warrants forfeited subsequent to December 31, 2023. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
FAIR VALUE MEASUREMENTS | Note 6 – Trust Account and Fair Value Measurement FAIR VALUE MEASUREMENTS The Company complies with FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the private placement, a total of $ 300,000,000 As further discussed in these notes to unaudited condensed consolidated financial statements, on January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,000 26,068,281 10.16 265,050,000 The Company classifies its U.S. government treasury bills and equivalent securities (when it owns them) as held to maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds are valued at market. The funds in the Trust Account were held in an interest-bearing cash account at March 31, 2024 and December 31, 2023. | Note 7 – Trust Account and Fair Value Measurement FAIR VALUE MEASUREMENTS The Company complies with FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the private placement, a total of $ 300,000,000 On January 11, 2023, shareholders redeemed 26,068,281 10.16 265,050,000 Subsequent to December 31, 2023, on January 9, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The Company classifies its U.S. government treasury bills and equivalent securities (when it owns them) as held to maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Money market funds are valued at market. The funds in the Trust Account were held in an interest-bearing cash account at December 31, 2023. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 consisted of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: SCHEDULE OF ASSETS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Carrying Value at December 31, 2022 Quoted Price in Active Markets (Level 1) Assets: Money Market Fund $ 304,675,000 $ 304,675,000 Total $ 304,675,000 $ 304,675,000 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
FAIR VALUE MEASUREMENTS | NOTE 7 - FAIR VALUE MEASUREMENTS The following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated financial statements: SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 218,556 $ - $ - $ 218,556 Total financial assets $ 218,556 $ - $ - $ 218,556 Level 1 Level 2 Level 3 Total Fair Value Measurements as at March 31, 2024 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 163,898 $ - $ - $ 163,898 Total financial assets $ 163,898 $ - $ - $ 163,898 Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ - $ - $ 5,212,200 $ 5,212,200 Total financial liabilities $ - $ - $ 5,212,200 $ 5,212,200 Level 1 Level 2 Level 3 Total Fair Value Measurements as at March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ - $ - $ 5,520,100 $ 5,520,100 Total financial liabilities $ - $ - $ 5,520,100 $ 5,520,100 ( a ) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, (b) The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements and notes thereto for the period March 16, 2023 to December 31, 2023 included in the Company’s registration statement on Form S-4/A filed with the SEC on May 8, 2024. The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes using inputs classified as: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE SAFE notes at Fair Value Balance as at March 16, 2023 (inception) and March 31, 2023 $ - Issuance of SAFE notes 5,000,000 Change in fair value 212,200 Balance as at December 31, 2023 $ 5,212,200 Issuance of SAFE notes 200,000 Change in fair value 107,900 Balance as at March 31, 2024 $ 5,520,100 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2 of the audited consolidated financial statements and notes thereto for the period March 16, 2023 to December 31, 2023 included in the Company’s registration statement on Form S-4/A filed with the SEC on May 8, 2024. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and as of March 31, 2024 and December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. The fair value of the SAFE notes was estimated based upon the expected conversion of the SAFE notes at the proposed business combination event with implied total yield at 70.28 39.49 20 | NOTE 7 — FAIR VALUE MEASUREMENTS The following tables summarize the Company’s assets and liabilities that are measured at fair value in the consolidated financial statements: SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 218,556 $ — $ — $ 218,556 Total financial assets $ 218,556 $ — $ — $ 218,556 Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ — $ — $ 5,212,200 $ 5,212,200 Total financial liabilities $ — $ — $ 5,212,200 $ 5,212,200 (a) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, (b) The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2. The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE note using inputs classified as Level 3: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE SAFE note at Fair Value Balance as at March 16, 2023 (inception) $ — Issuance of SAFE notes 5,000,000 Change in fair value 212,200 Balance as at December 31, 2023 $ 5,212,200 The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and as of Dec 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. The fair value of the SAFE notes was estimated based upon the expected conversion of the SAFE Notes at equity financing or proposed SPAC transaction event with implied total yield at 39.49 20 |
COMMON STOCK
COMMON STOCK | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
COMMON STOCK | Note 7 – Shareholders’ Deficit COMMON STOCK Ordinary Shares: The authorized Ordinary Shares include 500,000,000 50,000,000 550,000,000 The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. At March 31, 2024 and December 31, 2023, there were 7,500,000 0 1,794,585 3,931,719 Preference Shares: The Company is authorized to issue 5,000,000 0.0001 no | Note 8 – Shareholders’ Deficit COMMON STOCK Ordinary Shares: The authorized ordinary shares of the Company include 500,000,000 50,000,000 550,000,000 The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. At December 31, 2023 and 2022, there were 7,500,000 0 0 3,931,719 30,000,000 Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 1,503,254 127,777 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 Preference Shares: The Company is authorized to issue 5,000,000 0.0001 no | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
COMMON STOCK | NOTE 5 - COMMON STOCK Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of the convertible preferred stockholders. Common stock issued and outstanding on the unaudited condensed consolidated balance sheet and condensed consolidated statement of stockholders’ deficit includes shares related to restricted stock that are subject to repurchase. The Company is authorized to issue 15,000,000 0.00001 9,017,300 205,000 Subsequent to March 31, 2024, the Board of Directors authorized the adoption to increase the number of shares of Common Stock authorized for issuance under the 2023 Equity Plan by 250,000 | NOTE 5 — COMMON STOCK Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to prior rights of the convertible preferred stockholders. Common stock issued and outstanding on the consolidated balance sheet and consolidated statement of stockholders’ deficit includes shares related to restricted stock that are subject to repurchase. The Company is authorized to issue 15,000,000 0.00001 9,017,300 205,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | Note 8 – Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Business Combination Costs: In connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has entered into, and may enter into additional, engagement letters or agreements with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting commission) would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect to the Company’s independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account. Risks and Uncertainties: COVID-19 — Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the pandemic could have an effect on the Company’s unaudited condensed financial position, results of operations and/or search for a target company and/or a target company’s unaudited condensed financial position and results of its operations, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Bank Closures — Management acknowledges that the Company depends on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these institutions, which in effect will affect the Company’s ability to maintain and provide assurances that it can access its cash and cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s liquidity, business and financial condition. Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these condensed consolidated financial statements. | Note 9 – Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Business Combination Costs: In connection with identifying an initial Business Combination candidate and negotiating an initial Business Combination, the Company has entered into, and may enter into additional, engagement letters or agreements with various consultants, advisors, professionals and others. The services under these engagement letters and agreements are material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting commission) would be charged to operations in the quarter that an initial Business Combination is consummated. In most instances (except with respect to the Company’s independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account. Risks and Uncertainties: Bank Closures — Management acknowledges that the Company depends on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these institutions, which in effect will affect the Company’s ability to maintain and provide assurances that it can access its cash and cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s liquidity, business and financial condition. Ongoing Conflicts — The impact of ongoing and evolving military conflicts, including the invasion of Ukraine by Russia and the Israel-Hamas war, and economic sanctions and countermeasures on domestic and global economic and geopolitical conditions in general is not determinable as of the date of these consolidated financial statements. Condensed Consolidated Balance Sheets March 31, 2024 December 31, 2023 (unaudited) ASSETS Current assets - Cash and cash equivalents $ 2,000 $ 22,000 Prepaid expenses 120,000 14,000 Total current assets 122,000 36,000 Cash held in Trust Account 20,209,000 43,704,000 Total assets $ 20,331,000 $ 43,740,000 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Current liabilities– Accounts payable $ 2,000 $ 64,000 Promissory Note – related party 755,000 755,000 Extension promissory notes – related party 3,187,000 2,726,000 Accrued liabilities 6,105,000 4,327,000 Total current liabilities 10,049,000 7,872,000 Other liabilities – Warrant liability 978,000 337,000 Deferred underwriting commission 10,500,000 10,500,000 Total liabilities 21,527,000 18,709,000 Commitments and contingencies - - Class A ordinary shares subject to possible redemption; 1,794,585 3,931,719 11.26 11.12 20,209,000 43,704,000 Shareholders’ deficit: Preference shares, $ 0.0001 5,000,000 none - - Class A ordinary shares, $ 0.0001 500,000,000 0 - - Class B ordinary shares, $ 0.0001 50,000,000 7,500,000 1,000 1,000 Ordinary shares 1,000 1,000 Additional paid-in capital - - Accumulated deficit (21,406,000 ) (18,674,000 ) Total shareholders’ deficit (21,405,000 ) (18,673,000 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ deficit $ 20,331,000 $ 43,740,000 See accompanying notes to unaudited condensed consolidated financial statements. Condensed Consolidated Statements of Operations (unaudited) 2024 2023 For the three months ended March 31, 2024 2023 Revenues $ - $ - General and administrative expenses 2,091,000 1,078,000 Gain from settlement and release of liabilities - (2,961,000 ) Income (loss) from operations (2,091,000 ) 1,883,000 Other income (expense) Income from cash and investments held in the Trust Account 273,000 921,000 Write-off contingent warrants associated with shares redeemed - 130,000 Change in fair value of warrant liability (641,000 ) (2,020,000 ) Net (loss) income $ (2,459,000 ) $ 914,000 Weighted average Class A ordinary shares outstanding – basic and diluted 2,006,000 7,118,000 Net (loss) income per Class A ordinary share – basic and diluted $ (0.26 ) $ 0.06 Weighted average Class B ordinary shares outstanding – basic and diluted 7,500,000 7,500,000 Net (loss) income per Class B ordinary share – basic and diluted $ (0.26 ) $ 0.06 See accompanying notes to unaudited condensed consolidated financial statements. Global Partner Acquisition Corp II Condensed Consolidated Statements of Changes in Shareholders’ Deficit (unaudited) For the three months ended March 31, 2024 Shares Amount Capital Deficit Deficit Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Capital Deficit Deficit Balances, December 31, 2023 7,500,000 $ 1,000 $ - $ (18,674,000 ) $ (18,673,000 ) Accretion in value of Class A ordinary shares subject to possible redemption - - - (273,000 ) (273,000 ) Net (loss) income - - - (2,459,000 ) (2,459,000 ) Balances, March 31, 2024 (unaudited) 7,500,000 $ 1,000 $ - $ (21,406,000 ) $ (21,405,000 ) For the three months ended March 31, 2023 Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Capital Deficit Deficit Balances, December 31, 2022 7,500,000 $ 1,000 $ - $ (14,735,000 ) $ (14,734,000 ) Balances 7,500,000 $ 1,000 $ - $ (14,735,000 ) $ (14,734,000 ) Accretion in value of Class A ordinary shares subject to possible redemption - - - (1,371,000 ) (1,371,000 ) Net income - - - 914,000 914,000 Net (loss) income - - - 914,000 914,000 Balances, March 31, 2023 (unaudited) 7,500,000 $ 1,000 $ - $ (15,192,000 ) $ (15,191,000 ) Balances 7,500,000 $ 1,000 $ - $ (15,192,000 ) $ (15,191,000 ) See accompanying notes to unaudited condensed consolidated financial statements. Condensed Consolidated Statements of Cash Flows (unaudited) 2024 2023 For the three months ended March 31, 2024 2023 Cash flow from operating activities: Net (loss) income $ (2,459,000 ) $ 914,000 Adjustments to reconcile net income to net cash used in operating activities Income from cash and investments held in Trust Account (273,000 ) (921,000 ) Change in fair value of warrant liability 641,000 2,020,000 Write-off of contingent warrants associated with shares redeemed in 2023 - (130,000 ) Changes in operating assets and liabilities: (Increase) in prepaid expenses (106,000 ) (198,000 ) (Decrease) in accounts payable (62,000 ) (64,000 ) Increase (decrease) in accrued liabilities and other 1,778,000 (2,188,000 ) Net cash used in operating activities (481,000 ) (567,000 ) Cash flows from investing activities: Cash deposited in Trust Account - (450,000 ) Cash withdrawn from Trust Account to pay redemptions 23,768,000 265,050,000 Net cash provided by investing activities 23,768,000 264,600,000 Cash flows from financing activities: Redemption of 2,137,134 26,068,281 (23,768,000 ) (265,050,000 ) Repayment of promissory note – related party - (30,000 ) Proceeds of Extension Promissory Note – related party 461,000 949,000 Net cash (used in) provided by financing activities (23,307,000 ) (264,131,000 ) Net change in cash (20,000 ) (98,000 ) Cash and cash equivalents at beginning of the period 22,000 101,000 Cash and cash equivalents at end of the period $ 2,000 $ 3,000 Supplemental disclosure of non-cash financing activities: Settlement and release of liabilities $ - $ 2,961,000 See accompanying notes to unaudited condensed consolidated financial statements. Notes to Condensed Consolidated Financial Statements March 31, 2024 (unaudited) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
STOCK-BASED COMPENSATION | NOTE 3 – STOCK-BASED COMPENSATION Shares Issued at Inception At March 16, 2023 (inception), certain employees and service providers participated in the purchase of restricted common stock of the Company aggregating to 550,000 259,000 24 months 0.00001 54,500 one year As of March 31, 2023, there have been no grants under the 2023 Equity Incentive Plan. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Restricted stock activity for the three months ended March 31, 2024 and balances as at the end of March 31, 2024 were as follows: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted Stock Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 68,125 0.00001 Granted - 0.00001 Vested (13,625 ) 0.00001 Forfeited - 0.00001 Unvested as at March 31, 2024 54,500 $ 0.00001 Equity Incentive Plan At March 16, 2023 (inception), the Company’s stockholders approved the 2023 Equity Incentive Plan and 500,000 During October and November, 2023, the Company granted options for 495,000 475,000 20,000 3 5 18 months 0.03 All the options under the ‘2023 Equity Incentive Plan’ were early-exercised by grantees. Accordingly, the Company received a total amount of $ 14,850 On December 14, 2023, the Company repurchased 200,000 0.03 6,000 The early exercised shares liability amounting to $ 8,550 8,650 Stock awards pending issuance On December 26, 2023, the Company hired and appointed Uday Devasper as the Chief Financial Officer. As part of the Equity Incentive Plan, he is entitled to receive 215,000 215,000 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Stock option activity for the three months ended March 31, 2024, and balances as at the end of March 31, 2024 were as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 288,333 2.62 Granted - - Vested (3,333 ) 3.50 Forfeited - - Unvested as at March 31, 2024 285,000 2.62 The compensation expense for stock option was as follows SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 General and administrative expenses 59,599 - As at March 31, 2024, total unvested compensation cost for stock options granted to employees not yet recognized was $ 627,664 3.36 As at March 31, 2024, total unvested compensation cost for stock options granted to the consultant not yet recognized was $ 31,436 0.75 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The weighted average fair value of option granted during period from March 16, 2023 (inception) through December 31, 2023 are provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 Expected option life (years) 5.07 5.93 Expected volatility 60 70 % Risk-free interest rate at grant date 3.84 3.86 % Dividend yield 0 % Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid (Valuation of Privately Held Company Equity Securities Issued as Compensation) to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company has considered the estimated fair value of the common stock as at the grant date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the business, financial condition and results of operations, economic and industry trends, the illiquid nature of the common stock, the market performance of peer group of similar publicly traded companies, and future business plans of the Company. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The Company based the risk-free interest rate on a U.S. Treasury Bond Yield with a term substantially equal to the option’s expected term. The Company based the expected volatility on a blend of historical volatility and implied volatility derived from price of publicly traded shares of peer group of similar companies. The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method which represents the average of the contractual term of the option and the weighted average vesting period of the option. The Company considers this appropriate as there is not sufficient historical information available to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. | NOTE 3 — STOCK-BASED COMPENSATION Shares Issued at Inception At March 16, 2023 (inception), certain employees and service providers participated in the purchase of restricted common stock of the Company aggregating to 550,000 259,000 24 months 0.00001 68,125 1.25 During the period from March 16, 2023 (inception) through December 31, 2023, the Company received the amount totaling $ 6 Abi Adeoti, former Chief Financial Officer, resigned with his contract terminating as at December 14, 2023. As on the termination date, the Company repurchased and retired unvested restricted stock of 100,000 177,700 0.00001 300,000 3 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 3 — STOCK-BASED COMPENSATION (cont.) Restricted stock activity for the period between March 16, 2023 (inception) and December 31, 2023 and balances as at the end of December 31, 2023 were as follows: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted Stock Number Weighted-Average Granted 550,000 0.00001 Vested (381,875 ) 0.00001 Forfeited (100,000 ) 0.00001 Unvested as at December 31, 2023 68,125 $ 0.00001 Equity Incentive Plan At March 16, 2023 (inception), the Company’s stockholders approved the 2023 Equity Incentive Plan and 500,000 During October and November, 2023, the Company granted options for 495,000 475,000 20,000 3 5 18 months 0.03 All the options under the ‘2023 Equity Incentive Plan’ were early-exercised by grantees. Accordingly, the company received a total amount of $ 14,850 On December 14, 2023, the Company repurchased 200,000 0.03 6,000 The early exercised shares liability amounting to $ 8,650 Stock awards pending issuance On December 26, 2023, the Company hired and appointed Uday Devasper as the Chief Financial Officer. As part of the Equity Incentive Plan, he is entitled to receive 215,000 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 3 — STOCK-BASED COMPENSATION (cont.) Stock option activity for the period between March 16, 2023 (inception) and December 31, 2023 and balances as at the end of December 31, 2023 were as follows: SCHEDULE OF STOCK OPTION ACTIVITY Stock Options Number of shares Weighted- Aggregate Granted 495,000 2.99 Vested (6,667 ) 3.50 Forfeited (200,000 ) 3.50 Unvested as at December 31, 2023 288,333 2.62 7,998,367 The compensation expense for stock option was as follows for the period between March 16, 2023 (inception) and December 31, 2023: SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION Period from General and administrative expenses 58,536 As at December 31, 2023, total unvested compensation cost for stock options granted to employees not yet recognized was $ 675,488 3.61 As at December 31, 2023, total unvested compensation cost for stock options granted to the consultant not yet recognized was $ 45,061 1 The weighted-average fair value of option granted during period from March 16, 2023 (inception) through December 31, 2023 is provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 Expected option life (years) 5.07 5.93 Expected volatility 60 70 % Risk-free interest rate at grant date 3.84 3.86 % Dividend yield 0 % Due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid (Valuation of Privately Held Company Equity Securities Issued as Compensation) to estimate the fair value of its common stock. In determining the exercise prices for options granted, the Company has considered the estimated fair value of the common stock as at the grant date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the business, financial condition and results of operations, economic and industry trends, the illiquid nature of the common stock, the market Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 3 — STOCK-BASED COMPENSATION (cont.) performance of peer group of similar publicly traded companies, and future business plans of the Company. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. The Company based the risk-free interest rate on a U.S. Treasury Bond Yield with a term substantially equal to the option’s expected term. The Company based the expected volatility on a blend of historical volatility and implied volatility derived from price of publicly traded shares of peer group of similar companies. The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for option grants is determined using the simplified method which represents the average of the contractual term of the option and the weighted-average vesting period of the option. The Company considers this appropriate as there is not sufficient historical information available to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. |
INVESTMENT
INVESTMENT | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
INVESTMENT | NOTE 4 – INVESTMENT In October 2023, the Company subscribed to and purchased 13,949,579 1.26 200,000 This investment in the ordinary shares of QX Resources has been made for strategic purposes and specifically with an intention to gain access for conducting feasibility studies for the production of lithium products from the lithium brine surface anomaly identified over the 102 square-kilometer Liberty Lithium Brine Project in SaltFire, California, USA (“the Project”) for which QX Resources has a binding Option to Purchase Agreement and Operating Agreement to earn a 75% interest of the Project from IG Lithium LLC (‘the Earn-in venture’). The Company is not a direct party to the Earn-in venture and accordingly has no direct or indirect economic or controlling interest either in the Project or in any of the associated rights originating from the Earn-in venture held by QX Resources. The Company neither has a controlling financial interest nor does it exercise significant influence over QX Resources. Accordingly, the investment in QX Resources’ ordinary shares does not result in either consolidation or application of equity method of accounting for the Company. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) QX Resources’ ordinary shares are listed on the ASX with a readily determinable fair value and change in fair value is recognized in the unaudited condensed consolidated statement of operations. Accordingly, the investment in these securities has been recorded at cost at initial recognition and at fair value of $ 163,898 54,658 nil | NOTE 4 — INVESTMENT In October 2023, the Company purchased 13,949,579 1.26 200,000 The Company neither has a controlling financial interest nor does it exercise significant influence over QX Resources. Accordingly, the investment in QX Resources’ ordinary shares does not result in either consolidation or application of equity method of accounting for the Company. QX Resources’ ordinary shares are listed on the ASX with a readily determinable fair value and change in fair value is recognized in the consolidated statement of operations. Accordingly, the investment in these securities has been recorded at cost at initial recognition and at fair value of $ 218,556 18,556 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 |
SIMPLE AGREEMENT FOR FUTURE EQU
SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) | NOTE 6 - SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) On June 6, 2023, the Company received $ 2,000,000 On November 20, 2023, the Company received an additional $ 2,000,000 1,000,000 3,000,000 200,000 The SAFE notes are classified as a liability based on evaluating characteristics of the instrument and is presented at fair value as a non-current liability in the Company’s unaudited condensed consolidated balance sheets. The SAFE notes provide the Company an option to call for additional preferred stock up to $ 25,000,000 20 On March 21, 2024, the Company entered into Financing Commitment and Equity Line of Credit Agreement with AIGD. The agreement replaced the above contingent commitment feature of the SAFEs with granting Company an option to drawdown up an additional $ 15,000,000 These amendments clarify the conversion mechanism in connection with the Business Combination. The estimated fair value of the SAFE notes considered the timing of issuance and whether there were changes in the various scenarios since issuance. As at March 31, 2024 and December 31, 2023, the fair value of the SAFE notes is $ 5,520,100 5,212,200 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | NOTE 6 — SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) On June 6, 2023, the Company received $ 2,000,000 On November 20, 2023, the Company received an additional $ 2,000,000 1,000,000 3,000,000 The SAFE notes provide the Company an option to call for additional preferred stock up to $ 25,000,000 5,212,200 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 |
PROMISSORY NOTES
PROMISSORY NOTES | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
PROMISSORY NOTES | NOTE 8 – PROMISSORY NOTES In March 2023, the Company entered into unsecured notes payable with three related parties as described in Note 12. These notes payable provided the Company the ability to draw up to $ 1,000,000 160,000 840,000 3.71 As at March 31, 2024, the Company had $ 840,000 | NOTE 8 — PROMISSORY NOTES In March 2023, the Company entered into unsecured notes payable with three related parties as described in Note 15. These notes payable provided the Company the ability to draw up to $ 1,000,000 160,000 840,000 3.71% Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 8 — PROMISSORY NOTES (cont.) As at December 31, 2023, the Company had $ 1,000,000 840,000 |
SHORT TERM LOAN
SHORT TERM LOAN | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SHORT TERM LOAN | NOTE 9 — SHORT TERM LOAN On November 19, 2023, the Company entered into a financing agreement of $ 80,800 The debt is payable in monthly installments of $ 8,389 8.25% The carrying amount of $ 72,967 The Company recognized interest expense of $ 717 |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
GENERAL AND ADMINISTRATIVE EXPENSES | NOTE 10 — GENERAL AND ADMINISTRATIVE EXPENSES The following table presents a breakdown of the Company’s general and administrative expenses: SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES Period from Professional and consulting fees $ 1,586,680 Legal and book-keeping services 347,835 Payroll and related taxes 443,672 Marketing and advertisement 119,363 Other 178,148 General and administrative expenses $ 2,675,698 |
LEASES
LEASES | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
LEASES | NOTE 11 — LEASES As at December 31, 2023, the Company leases office space on a month-to-month basis. Short-term lease expense was $ 24,425 |
COMPUTER AND EQUIPMENT
COMPUTER AND EQUIPMENT | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
COMPUTER AND EQUIPMENT | NOTE 12 — COMPUTER AND EQUIPMENT Computer and equipment as at December 31, 2023 consisted of the following: SCHEDULE OF COMPUTER AND EQUIPMENT December 31, 2023 Computer and equipment $ 1,974 Accumulated depreciation (6 ) Computer and equipment net $ 1,968 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 |
INCOME TAXES
INCOME TAXES | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
INCOME TAXES | NOTE 13 — INCOME TAXES The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to be reversed. The following table presents the components of income / (loss) before income taxes: SCHEDULE OF COMPONENTS OF INCOME/LOSS BEFORE INCOME TAXES Period from Loss before income taxes $ (3,793,585 ) The Company had no income tax expense for the period from March 16, 2023 (inception) through December 31, 2023. The effective tax rate was 0 The following table presents a reconciliation of the statutory federal tax and the Company’s effective tax: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX Period from Tax (benefit) at U.S. statutory rates $ (796,653 ) State tax (benefit), net of federal tax effect (28,171 ) SPAC exploration expenses 94,524 SAFE note expenses 142,485 Other 9,171 Change in valuation allowance 578,644 Provision (benefit) for income taxes $ — The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Period from Tax (benefit) at U.S. statutory rates 21 % State tax (benefit), net of federal tax effect 0.74 % SPAC exploration expenses (2.49 )% SAFE note expenses (3.76 )% Other (0.24 )% Change in valuation allowance (15.25 )% Provision (benefit) for income taxes 0.00 % Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 13 — INCOME TAXES (cont.) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table presents the significant components of the Company’s deferred tax assets and liabilities for the periods presented: SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 Deferred tax assets: Net operating loss $ 1,715 Land acquisition costs 52,584 Start-up expenses 524,208 Accruals and other 137 Total deferred tax assets 578,644 Valuation allowance (578,644 ) Net current deferred tax assets (liabilities) $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As a result of a history of taxable losses and uncertainties as to future profitability, the Company recorded a full valuation allowance against its deferred tax assets. The valuation allowance is $ 578,644 As at December 31, 2023, the Company has federal and state net operating loss carryforwards (NOL) in the amount of $ 7,736 2,852 ASC 740, “ Income Tax The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes or unrecognized tax benefits as a component of its income tax provision. The Company has not recorded any interest or penalties related to unrecognized tax benefits through December 31, 2023. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SEGMENT REPORTING | NOTE 9 - SEGMENT REPORTING The Company reports segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280, “ Segment Reporting” | NOTE 14 — SEGMENT REPORTING The Company reports segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280, “ Segment Reporting” Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On April 24, 2024, the Company entered into a convertible equity agreement for $ 2,000,000 100,000 55,889 The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and there are no other items that would have had a material impact on the Company’s condensed consolidated financial statements. | NOTE 16 — SUBSEQUENT EVENTS On January 10, 2024, the Company entered into an agreement to exercise the option and purchase the land as per exclusive option purchase agreement with the City of Muskogee, Oklahoma for an additional amount of $ 1,562,030 On February 7, 2024, Michael Circelli joined as Project Director of the Company. As part of the Equity Incentive Plan, Michael Circelli is entitled to receive 150,000 On November 8, 2023, the Board of Directors authorized the adoption of the Stardust Power, Inc. 401(k) Plan (the “Plan”) effective January 1, 2024, which allows eligible employees to defer 1 80 On February 23, 2024, the Company signed another SAFE agreement for an amount of $ 200,000 On March 13, 2024, the Company and IGX Minerals LLC (“IGX”), an established American developer of lithium brine assets, entered into an exclusive Letter of Intent (“IGX LOI”) to potentially acquire interests in certain mining claims (“IGX Claims”). The contemplated transaction is subject to the entering into of a definitive agreement, due diligence by the Company, and other factors. In connection with the entering into the non-binding IGX LOI, the Company has paid a non-refundable payment of $ 30,000 in connection with obtaining a binding exclusivity right. Further, the Company has agreed to binding provisions relating to (i) a right of first refusal in favor of the Company and (ii) the entering into of a promissory note of $ 235,000 in favor of IGX. The promissory note is for a term of twenty-four ( 24 ) months with an annual interest rate of six ( 6 ) percent and repayment due upon maturity. If the Company acquires an interest in any of the IGX Claims, the balance of the promissory note shall be credited as part of the Company’s investment and IGX shall not be required to repay the note. On March 15, 2024, the Company and Usha Resources Inc. (“Usha Resources”) entered into a non-binding Letter of Intent, except for certain binding terms such as those relating to the exclusivity period until September 30, 2024 (“Jackpot LOI”) to acquire an interest in Usha Resources’ lithium brine project, situated in the United States. The Jackpot LOI provides the Company with the exclusive option to agree to acquire up to 90 25,000 50,000 On March 22, 2024, the Company entered into Financing Commitment and Equity Line of Credit Agreement with SAFE note investor. The agreement replaced the contingent commitment feature of SAFE notes with granting Company an option to drawdown up an additional $ 15,000,000 The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued and there are no other items that would have had a material impact on the Company’s consolidated financial statements. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, First Merger Sub and Second Merger Sub, both formed to facilitate the acquisition of Stardust Power Inc., a Delaware corporation (“Stardust Power”) (Note 2). All significant intercompany balances and transactions have been eliminated in consolidation. | Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Strike Merger Sub I, Inc., a Delaware corporation and Strike Merger Sub II, LLC, a Delaware limited liability company, both formed to facilitate the acquisition of Stardust Power (Note 2). All significant intercompany balances and transactions have been eliminated in consolidation. | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future periods. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s audited financial statements included in the Company’s Annual Report which contains the audited financial statements and notes thereto as of December 31, 2023 and for the year then ended. | Basis of Presentation: The consolidated financial statements of the Company are presented in U.S. dollars and have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). | |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. | Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to | |
Net Loss per Share | Net (Loss) Income per Ordinary Share Net (loss) income per Ordinary Share is computed by dividing (loss) income applicable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 10,551,283 11,221,954 The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata among the two classes of shares. Net (loss) income per Ordinary Share is calculated by dividing the net (loss) income by the weighted average number of Ordinary Shares outstanding during the respective period. The changes in redemption value that are accreted to Public Shares subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation of earnings per share. The following tables reflect the earnings per share after allocating (loss) income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended Three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per Ordinary Share: Allocation of (loss) income– basic and diluted $ (519,000 ) $ (1,940,000 ) $ 447,000 $ 467,000 Denominator: Basic and diluted weighted average Ordinary Shares: 2,006,000 7,500,000 7,118,000 7,500,000 Basic and diluted (loss) income per Ordinary Share $ (0.26 ) $ (0.26 ) $ 0.06 $ 0.06 | Net Income per Ordinary Share: Net income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and private placement to purchase an aggregate of 11,221,954 15,566,667 The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata among the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average number of ordinary shares outstanding during the respective period. The changes in redemption value that are accreted to Class A ordinary subject to redemption (see below) is representative of fair value and therefore is not factored into the calculation of earnings per share. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The following tables reflect the earnings per share after allocating income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Year ended December 31, 2023 Year ended December 31, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 54,000 $ 85,000 $ 12,055,000 $ 3,014,000 Denominator: Basic and diluted weighted average ordinary shares: 4,718,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.40 $ 0.40 | |
Concentration of Credit Risk | Concentration of Credit Risk The Company can have significant cash balances at financial institutions which throughout the year may exceed the federally insured limit of $ 250,000 | Concentration of Credit Risk: The Company can have significant cash balances at financial institutions which throughout the year may exceed the federally insured limit of $ 250,000 | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at March 31, 2024 and December 31, 2023. | Cash and Cash Equivalents: The Company considers all highly liquid instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at December 31, 2023 and 2022. | |
Fair Value Measurements | Fair Value Measurements The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of March 31, 2024 and December 31, 2023, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements: The Company complies with FASB ASC 820, “Fair Value Measurements” (“ASC 820”), for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. As of December 31, 2023 and 2022, the carrying values of cash, prepaid expenses, accounts payable, accrued expenses and notes payable – related party approximate their fair values primarily due to the short-term nature of the instruments. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheet and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Offering Costs | Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $ 17,054,000 16,500,000 16,254,000 800,000 | Offering Costs: The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A— “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $ 17,054,000 16,500,000 16,254,000 800,000 | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 3, all of the 30,000,000 On January 9, 2024, in connection with the vote to approve the 2024 Extension Amendment Proposal, the holders of 2,137,134 11.05 23,615,000 3,931,719 1,794,585 Previously, on January 11, 2023, in connection with the vote to approve the 2023 Extension Amendment Proposal the holders of 26,068,281 10.167 265,050,000 3,931,719 The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A Ordinary Shares are affected by adjustments to additional paid-in capital. Accordingly, 1,794,585 3,931,719 SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) - Offering costs (16,254,000 ) - Plus: Accretion of carrying value to redemption value 30,354,000 - Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Plus: Accretion of carrying value to redemption value 4,675,000 - Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Less: Class A Ordinary Shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Plus: Accretion of carrying value to redemption value 4,079,000 - Balance at December 31, 2023 $ 43,704,000 3,931,719 Less: Public Shares redeemed on January 9, 2024 (23,768,000 ) (2,137,134 ) Plus: Accretion of carrying value to redemption value 273,000 - Balance at March 31, 2024 (unaudited) $ 20,209,000 1,794,585 | Class A Ordinary Shares Subject to Possible Redemption: As discussed in Note 4, all of the 30,000,000 5,000,001 On January 11, 2023, in connection with the vote to approve the Extension Amendment Proposal the holders of 26,068,281 10.167 265,050,000 3,931,719 Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A ordinary shares are affected by adjustments to additional paid-in capital. Accordingly, 3,931,719 30,000,000 SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) — Offering costs (16,254,000 ) — Plus: Accretion of carrying value to redemption value 30,354,000 — —Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Accretion of carrying value to redemption value 4,675,000 — Class A ordinary shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Class A ordinary shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Accretion of carrying value to redemption value 4,079,000 — Balance at December 31, 2023 $ 43,704,000 3,931,719 Subsequent to December 31, 2023, on January 11, 2024, in connection with the 2024 Extension Meeting, holders of 2,137,134 11.05 23,615,331 | |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the balance sheet recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2024 or December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes: FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the The Company is considered a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Global Partner Acquisition Corp II Notes to Consolidated Financial Statements December 31, 2023 | |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Ordinary Shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. | Warrant Liability: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statement of operations. Costs associated with issuing the warrants accounted for as liabilities are charged to operations when the warrants are issued. | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred after the date of the unaudited condensed consolidated balance sheet through the date that the unaudited condensed consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial statement have been recognized or disclosed. On April 5, 2024, the Sponsor converted 7,400,000 9,194,585 100,000 On April 24, 2024, the Company, First Merger Sub, Second Merger Sub, and Stardust Power, entered into Amendment No. 1 (the “Amendment”) to that certain Business Combination Agreement, dated November 21, 2023, (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), to, among other things, (i) amend the definition of “Equity Value” and (ii) amend the definition of “Alternative Financing.” Other than the terms of the Amendment, all of the terms, covenants, agreements, and conditions of the Business Combination Agreement remain in full force and effect in accordance with its original terms. | Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the date of the consolidated balance sheets through the March 20, 2024 date that the consolidated financial statements were available to be issued and has concluded that all such events that would require adjustment or disclosure in the financial statements have been recognized or disclosed. See above, as well as Notes 1, 4, 5, 7 and 8 regarding actions taken at the 2024 Extension Meeting to extend the date to complete a business combination resulting in a New Termination Date, as well as shareholder redemptions of 2,137,134 23,615,000 1,503,254 127,777 | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact to the unaudited condensed consolidated financial statements – related party as further discussed in Note 4. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options” (Subtopic 470-20) and “Derivatives and Hedging — Contracts in Entity’s Own Equity” (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis. The Company has adopted this standard for its Extension promissory notes and there is no impact to the consolidated financial statements - related party as further discussed in Note 5. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly the Company’s condensed consolidated balance sheet as of March 31, 2024, its condensed consolidated statements of operations, stockholder’s deficit and cash flows for the three months ended March 31, 2024 and for the period March 16, 2023 (since inception) through March 31, 2023. The condensed consolidated financial statements include the accounts of Stardust Power Inc. and its wholly owned subsidiary, Stardust Power LLC. All material intercompany balances have been eliminated upon consolidation. These unaudited condensed consolidated financial statements are presented in U.S. dollars. | Basis of Presentation The consolidated financial statements and related notes have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The consolidated financial statements include the accounts of Stardust Power Inc. and its wholly owned subsidiary, Stardust Power LLC. All material intercompany balances have been eliminated upon consolidation. Stardust Power LLC was originally formed on December 5, 2022. Prior to March 16, 2023, Roshan Pujari was the sole member of Stardust Power LLC. On March 16, 2023, Roshan Pujari, the sole director and a controlling member of the Company, transferred his ownership in Stardust Power LLC to Stardust Power Inc. in exchange for nominal consideration. Prior to and following the acquisition, Roshan Pujari controlled both Stardust Power LLC and Stardust Power Inc. The Company’s predecessor entity, Stardust Power LLC, did not have any assets, liabilities, revenue, expenses or cash flows from December 5, 2022, through March 16, 2023. Therefore, the predecessor’s financial statements are not presented. These consolidated financial statements are presented in U.S. dollars. | |
Net Loss per Share | Net Loss per Share The Company adopted ASC 260, “Earnings per Share” The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended 2024 Period from March 16, 2023 (inception) through March 31, 2023 Numerator: Net loss $ (1,399,213 ) $ (245,505 ) Denominator: Weighted average shares outstanding 8,669,538 8,741,000 Net loss per share, basic and diluted $ (0.16 ) $ (0.03 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT March 31, 2024 March 31, 2023 Unvested common stock – shares (Note 3) 339,500 259,000 | Net Loss per Share The Company adopted ASC 260, “Earnings per Share” The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Period from Numerator: Net loss $ (3,793,585 ) Denominator: Weighted average shares outstanding 8,777,571 Net loss per share, basic and diluted $ (0.43 ) The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT December 31, 2023 Unvested common stock – shares (Note 3) 356,458 | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, useful life of computer and equipment, realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock-based compensation and simple agreement for future equity note (“SAFE note”). The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the unaudited condensed consolidated financial statements. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, useful life of computer and equipment, realization of deferred tax assets, fair valuation of investment in equity securities and fair valuation of stock-based compensation and simple agreement for future equity note (“SAFE note”). The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the consolidated financial statements. | |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company nets the deferred tax assets and deferred tax liabilities from temporary differences arising from a particular tax-paying component of the Company within the same tax jurisdiction and presents the net asset or liability as long term. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustment to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and results of operations. The Company elects to record interest accrued and penalties related to unrecognized tax benefits in the consolidated statement of operations as a component of provision for income taxes. | ||
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted The Company has reviewed the accounting pronouncements issued during the three months ended March 31, 2024 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures | |
Going Concern | Going Concern The Company’s unaudited condensed consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity having no revenues and has incurred net loss of $ 1,399,213 5,192,798 5,074,276 As of March 31, 2024 the Company has $ 388,398 10,075,000 1,481,835 7,830,176 As of the date on which these unaudited condensed consolidated financial statements were available to be issued, we believe that the cash on hand, additional investments obtained through the Business Combination will be inadequate to satisfy Company’s working capital and capital expenditure requirements for at least the next twelve months. The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings to fund the Company’s operating and investing activities over the next one year. Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Summary of Significant Accounting Policies The significant accounting policies applied in the Company’s audited consolidated financial statements, as disclosed in the Company’s registration statement on Form S-4/A filed with the SEC on May 8, 2024, are applied consistently in these unaudited interim condensed consolidated financial statements. | Going Concern The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a development stage entity having no revenues and has incurred net loss since inception of $ 3,793,585 3,793,585 3,734,762 The ability of the Company to continue as a going concern is dependent upon management’s plan to raise additional capital from issuance of equity or receive additional borrowings from the existing promissory notes from related parties or additional SAFE notes financing to fund the Company’s operating and investing activities over the next one year. In this regard, subsequent to the year-end, the Company has also signed a Financing Commitment and Equity Line of Credit Agreement with an investor whereby the investor has committed for an additional US$ 15 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Significant Risks and Uncertainties Including Business and Credit Concentrations | Significant Risks and Uncertainties Including Business and Credit Concentrations The Company is a newly incorporated company and has yet to construct its facility and commence production. As a result, the Company has a limited operating history upon which to evaluate the business and future prospects, which subjects it to a number of risks and uncertainties, including the ability to plan for and predict future growth. Since the Company’s founding, and acquisition of an option to purchase land for the establishment of the facility, the Company has made significant progress towards site due diligence, engineering and techno-economic analysis for assessing suitability of the land and location. The refinery designs, brine extraction and transportation process of the facility, process configurations, and control system of the facility are representative of an industrial-scale battery-grade lithium production facility. The Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant risks and uncertainties to the Company’s operations include failing to secure additional funding and the threat of other companies developing and bringing to market similar technology at an earlier time than the Company. The Company’s cash balance is held at one financial institution. As such, as at December 31, 2023, cash held with the financial institution exceeded federally insured limits. | ||
Computer and Equipment | Computer and Equipment Computer and equipment is stated at cost less accumulated depreciation and accumulated impairment loss. The Company depreciates computer and equipment using the straight-line method over the following estimated economic useful lives of the asset: SCHEDULE OF ESTIMATED USEFUL LIVES Years Computer and equipment 3 5 | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is estimated at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) | ||
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “ Stock Compensation At the election of the grantees, the stock options granted by the Company are early exercisable at any time from the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares in the event of an employee’s termination prior to full vesting at lower of original exercise price or fair market value as on the date the Company delivers the Repurchase Notice. The consideration received for an early exercise of an unvested option is considered as deposit of the exercise price and the related amount is recorded as a liability. The liabilities are reclassified into common stock and additional paid-in capital as the awards vest. The shares are included in common stock on the consolidated statements of stockholders’ equity (deficit) as at December 31, 2023, and are not included in the calculation of basic net loss per share attributable to common stockholders for the period ended December 31, 2023. However, the early exercised shares are included in calculation of diluted net loss per share attributable to common stockholders for the period ended December 31, 2023 to the extent they are not anti-dilutive. As at December 31, 2023, 288,333 68,125 | ||
Fair Value of Measurement | Fair Value of Measurement ASC 820, “Fair Value Measurement”, defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three fair value hierarchies based upon the level of inputs that are significant to fair value measurement: ● Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. ● Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The carrying amounts of certain financial assets and liabilities, including other current assets and accounts payable approximate fair value because of the short maturity and liquidity of those instruments. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) | ||
Leases | Leases At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on whether: (1) the contract involves the use of a distinct identified asset, (2) the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term of the contract, and (3) the Company has the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the asset by the end of the lease term, (2) the lease contains an option to purchase the asset that is reasonably certain to be exercised, (3) the lease term is for a major part of the remaining useful life of the asset or (4) the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, (5) the leased asset is so specialized that the asset will have little to no value at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of the above criteria. The Company has elected the practical expedient to account for lease and non-lease components as a single lease component. The Company also elected not to record right of use assets and associated lease liabilities on the consolidated balance sheet for leases that have a term, including any reasonably assured renewal terms, of 12 months or less at the lease commencement date. The Company recognizes lease payments for these short-term leases in the consolidated statement of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company has one short-term lease for office space in Oklahoma City, OK. Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) | ||
Organizational Costs | Organizational Costs In accordance with ASC 720, “ Other Expenses 75,136 | ||
SAFE notes | SAFE notes SAFE notes represent instruments that provide a form of financing to the Company and possess characteristics of both a debt and equity instrument. The Company accounts for the SAFE note in accordance with the guidance in ASC 480, “ Distinguishing Liabilities from Equity Derivatives and Hedging Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) The fair value estimate includes significant inputs not observable in market, which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering pay-offs under various scenarios as follows: (i) an equity financing where the SAFE notes will convert into preferred stock; (ii) a SPAC transaction or an initial public offering where the SAFE notes will convert into common stock (iii) a change in control where the SAFE notes holders will have an option to receive a portion of the cash and other assets equal to the purchase amount and (iv) dissolution event where the SAFE note holders will be entitled to the purchase amount subject to liquidation priority. Issuance costs, which totaled approximately $ 466,302 | ||
Deferred Transaction Costs | Deferred Transaction Costs In accordance with ‘Codification of Staff Accounting Bulletins – Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fee, advisory and consulting fee, are deferred till consummation/ completion of the proposed public offering. The Company has deferred $ 1,816,261 1,005,109 Upon completion of the public offering contemplated herein, these amounts will be recorded as a reduction of stockholders’ equity as an offset against the proceeds of the offering. If the offering is terminated, the deferred offering costs will be expensed. | Deferred Transaction Costs In accordance with ‘Codification of Staff Accounting Bulletins — Topic 5: Miscellaneous Accounting A. Expenses of Offering’ (“SAB Topic 5”), public offering related costs, including legal fee, advisory and consulting fee, are deferred till consummation/ completion of the proposed public offering. The Company has deferred $ 1,005,109 | |
Commitments and Contingencies | Commitments and Contingencies Certain conditions may exist as at the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. On March 13, 2024, Stardust Power and IGX Minerals LLC (‘IGX’), entered into an exclusive Letter of Intent (“ IGX LOI IGX Claims 30,000 235,000 6 Stardust Power Inc. and Subsidiary NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On March 15, 2024, Stardust Power and Usha Resources Inc (“Usha resource”) entered into a non-binding Letter of Intent, except for certain binding terms such as those relating to the exclusivity period until September 30, 2024 (“ Jackpot LOI 25,000 50,000 Second Payment 26,025,000 18,025,000 8,000,000 | Commitments and Contingencies Certain conditions may exist as at the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. The Company monitors the arrangements that are subject to guarantees in order to identify if the obligor who is responsible for making the payments fails to do so. If the Company determines it is probable that a loss has occurred, then any such estimable loss would be recognized under those guarantees. The methodology used to estimate potential loss related to guarantees considers the guarantee amount and a variety of factors, which include, depending on the counterparty, latest financial position of counterparty, actual defaults, historical defaults, and other economic conditions. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. | |
Land Purchase Option | Land Purchase Option The Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 25,000 75,000 1,562,030 Stardust Power Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the period from March 16, 2023 (inception) through December 31, 2023 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) | ||
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses primarily include compensation for consultants, and advisors, legal and professional service fees, business license and permit costs and other general overhead costs to support the Company’s operations. As at December 31, 2023, this balance includes $ 238,030 | ||
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in general and administrative expenses, in accordance with ASC 720-35, “ Other Expenses — Advertising Cost” 34,858 | ||
Other Transaction Costs | Other Transaction Costs Other transaction costs consist of $ 450,113 | ||
Investments in Equity Securities | Investments in Equity Securities Investments in equity securities with readily determinable fair values are accounted in accordance with ASC 321 , Investment in Equity Securities | ||
Preacquisition capital project cost | Preacquisition capital project cost The Company has an exclusive option purchase agreement with the City of Muskogee, Oklahoma for 66 acres of undeveloped tract (excluding wetlands and creeks). The option was scheduled to end on the earlier of February 29, 2024, the date the property is purchased, or the termination of the agreement by either party. The agreement allows for two, three-month extensions, provided that the Company is performing due diligence and pursuing permits and approvals. Non-refundable option payments of $ 25,000 75,000 1,562,030 688,967 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | The following tables reflect the earnings per share after allocating (loss) income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended Three months ended March 31, 2024 March 31, 2023 Class A Class B Class A Class B Numerator: Basic and diluted net (loss) income per Ordinary Share: Allocation of (loss) income– basic and diluted $ (519,000 ) $ (1,940,000 ) $ 447,000 $ 467,000 Denominator: Basic and diluted weighted average Ordinary Shares: 2,006,000 7,500,000 7,118,000 7,500,000 Basic and diluted (loss) income per Ordinary Share $ (0.26 ) $ (0.26 ) $ 0.06 $ 0.06 | The following tables reflect the earnings per share after allocating income between the shares based on outstanding shares: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Year ended December 31, 2023 Year ended December 31, 2022 Class A Class B Class A Class B Numerator: Basic and diluted net income per ordinary share: Allocation of income – basic and diluted $ 54,000 $ 85,000 $ 12,055,000 $ 3,014,000 Denominator: Basic and diluted weighted average ordinary shares: 4,718,000 7,500,000 30,000,000 7,500,000 Basic and diluted net income per ordinary share $ 0.01 $ 0.01 $ 0.40 $ 0.40 | |
SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST | SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) - Offering costs (16,254,000 ) - Plus: Accretion of carrying value to redemption value 30,354,000 - Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Plus: Accretion of carrying value to redemption value 4,675,000 - Class A Ordinary Shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Less: Class A Ordinary Shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Plus: Accretion of carrying value to redemption value 4,079,000 - Balance at December 31, 2023 $ 43,704,000 3,931,719 Less: Public Shares redeemed on January 9, 2024 (23,768,000 ) (2,137,134 ) Plus: Accretion of carrying value to redemption value 273,000 - Balance at March 31, 2024 (unaudited) $ 20,209,000 1,794,585 | SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST Dollars Shares Gross proceeds of Public Offering $ 300,000,000 30,000,000 Less: Proceeds allocated to Public Warrants (14,100,000 ) — Offering costs (16,254,000 ) — Plus: Accretion of carrying value to redemption value 30,354,000 — —Subtotal at inception and at December 31, 2021 300,000,000 30,000,000 Accretion of carrying value to redemption value 4,675,000 — Class A ordinary shares subject to possible redemption at December 31, 2022 $ 304,675,000 30,000,000 Class A ordinary shares redeemed on January 11, 2023 (265,050,000 ) (26,068,281 ) Accretion of carrying value to redemption value 4,079,000 — Balance at December 31, 2023 $ 43,704,000 3,931,719 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE | The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Three months ended 2024 Period from March 16, 2023 (inception) through March 31, 2023 Numerator: Net loss $ (1,399,213 ) $ (245,505 ) Denominator: Weighted average shares outstanding 8,669,538 8,741,000 Net loss per share, basic and diluted $ (0.16 ) $ (0.03 ) | The following table sets forth the computation of the basic and diluted net loss per share: SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE Period from Numerator: Net loss $ (3,793,585 ) Denominator: Weighted average shares outstanding 8,777,571 Net loss per share, basic and diluted $ (0.43 ) | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Years Computer and equipment 3 5 | ||
SCHEDULE OF ANTI-DILUTIVE EFFECT | The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT March 31, 2024 March 31, 2023 Unvested common stock – shares (Note 3) 339,500 259,000 | The following potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE EFFECT December 31, 2023 Unvested common stock – shares (Note 3) 356,458 |
ACCOUNTING FOR WARRANT LIABIL_2
ACCOUNTING FOR WARRANT LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description (unaudited) March 31, 2024 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 477,000 $ - $ 477,000 $ - Private Placement Warrants 501,000 - 501,000 - Warrant liability at March 31, 2024 $ 978,000 $ - $ 978,000 $ - Description At December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 150,000 $ 150,000 $ - $ - Private Placement Warrants 187,000 - 187,000 - Warrant liability at December 31, 2023 $ 337,000 $ 150,000 $ 187,000 $ - Warrant liability $ 337,000 $ 150,000 $ 187,000 $ - | The following tables present information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description At December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 150,000 $ 150,000 $ — $ — Private Placement Warrants 187,000 — 187,000 — Warrant liability at December 31, 2023 $ 337,000 $ 150,000 $ 187,000 $ — Description At December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Warrant Liabilities: Public Warrants $ 300,000 $ 300,000 $ — $ — Private Placement Warrants 167,000 — 167,000 — Warrant liability at December 31, 2022 $ 467,000 $ 300,000 $ 167,000 $ — Warrant liability $ 467,000 $ 300,000 $ 167,000 $ — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | |
Global Partner Acquisition Corp II [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
SCHEDULE OF ASSETS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS | SCHEDULE OF ASSETS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS Description Carrying Value at December 31, 2022 Quoted Price in Active Markets (Level 1) Assets: Money Market Fund $ 304,675,000 $ 304,675,000 Total $ 304,675,000 $ 304,675,000 | ||
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE | SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 218,556 $ - $ - $ 218,556 Total financial assets $ 218,556 $ - $ - $ 218,556 Level 1 Level 2 Level 3 Total Fair Value Measurements as at March 31, 2024 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 163,898 $ - $ - $ 163,898 Total financial assets $ 163,898 $ - $ - $ 163,898 Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ - $ - $ 5,212,200 $ 5,212,200 Total financial liabilities $ - $ - $ 5,212,200 $ 5,212,200 Level 1 Level 2 Level 3 Total Fair Value Measurements as at March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ - $ - $ 5,520,100 $ 5,520,100 Total financial liabilities $ - $ - $ 5,520,100 $ 5,520,100 ( a ) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, (b) The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements and notes thereto for the period March 16, 2023 to December 31, 2023 included in the Company’s registration statement on Form S-4/A filed with the SEC on May 8, 2024. | The following tables summarize the Company’s assets and liabilities that are measured at fair value in the consolidated financial statements: SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE Level 1 Level 2 Level 3 Total Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Other noncurrent assets: Investment in equity securities (a) $ 218,556 $ — $ — $ 218,556 Total financial assets $ 218,556 $ — $ — $ 218,556 Fair Value Measurements as at December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities SAFE notes (b) $ — $ — $ 5,212,200 $ 5,212,200 Total financial liabilities $ — $ — $ 5,212,200 $ 5,212,200 (a) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, (b) The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2. | |
SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE | The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes using inputs classified as: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE SAFE notes at Fair Value Balance as at March 16, 2023 (inception) and March 31, 2023 $ - Issuance of SAFE notes 5,000,000 Change in fair value 212,200 Balance as at December 31, 2023 $ 5,212,200 Issuance of SAFE notes 200,000 Change in fair value 107,900 Balance as at March 31, 2024 $ 5,520,100 | The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE note using inputs classified as Level 3: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE SAFE note at Fair Value Balance as at March 16, 2023 (inception) $ — Issuance of SAFE notes 5,000,000 Change in fair value 212,200 Balance as at December 31, 2023 $ 5,212,200 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - Stardust Power Inc [Member] | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF RESTRICTED STOCK ACTIVITY | Restricted stock activity for the three months ended March 31, 2024 and balances as at the end of March 31, 2024 were as follows: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted Stock Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 68,125 0.00001 Granted - 0.00001 Vested (13,625 ) 0.00001 Forfeited - 0.00001 Unvested as at March 31, 2024 54,500 $ 0.00001 | Restricted stock activity for the period between March 16, 2023 (inception) and December 31, 2023 and balances as at the end of December 31, 2023 were as follows: SCHEDULE OF RESTRICTED STOCK ACTIVITY Restricted Stock Number Weighted-Average Granted 550,000 0.00001 Vested (381,875 ) 0.00001 Forfeited (100,000 ) 0.00001 Unvested as at December 31, 2023 68,125 $ 0.00001 |
SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION | Stock option activity for the three months ended March 31, 2024, and balances as at the end of March 31, 2024 were as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of shares Weighted Average Grant-Date Fair Value Unvested as at December 31, 2023 288,333 2.62 Granted - - Vested (3,333 ) 3.50 Forfeited - - Unvested as at March 31, 2024 285,000 2.62 The compensation expense for stock option was as follows SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 General and administrative expenses 59,599 - | Stock option activity for the period between March 16, 2023 (inception) and December 31, 2023 and balances as at the end of December 31, 2023 were as follows: SCHEDULE OF STOCK OPTION ACTIVITY Stock Options Number of shares Weighted- Aggregate Granted 495,000 2.99 Vested (6,667 ) 3.50 Forfeited (200,000 ) 3.50 Unvested as at December 31, 2023 288,333 2.62 7,998,367 |
SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION | The compensation expense for stock option was as follows SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 General and administrative expenses 59,599 - | The compensation expense for stock option was as follows for the period between March 16, 2023 (inception) and December 31, 2023: SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION Period from General and administrative expenses 58,536 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | The weighted average fair value of option granted during period from March 16, 2023 (inception) through December 31, 2023 are provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 Expected option life (years) 5.07 5.93 Expected volatility 60 70 % Risk-free interest rate at grant date 3.84 3.86 % Dividend yield 0 % | The weighted-average fair value of option granted during period from March 16, 2023 (inception) through December 31, 2023 is provided below. The fair value was estimated on the date of grant using the Black-Scholes pricing model with the assumptions indicated below: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 Expected option life (years) 5.07 5.93 Expected volatility 60 70 % Risk-free interest rate at grant date 3.84 3.86 % Dividend yield 0 % |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | The following table presents a breakdown of the Company’s general and administrative expenses: SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES Period from Professional and consulting fees $ 1,586,680 Legal and book-keeping services 347,835 Payroll and related taxes 443,672 Marketing and advertisement 119,363 Other 178,148 General and administrative expenses $ 2,675,698 |
COMPUTER AND EQUIPMENT (Tables)
COMPUTER AND EQUIPMENT (Tables) | 10 Months Ended |
Dec. 31, 2023 | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF COMPUTER AND EQUIPMENT | Computer and equipment as at December 31, 2023 consisted of the following: SCHEDULE OF COMPUTER AND EQUIPMENT December 31, 2023 Computer and equipment $ 1,974 Accumulated depreciation (6 ) Computer and equipment net $ 1,968 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - Stardust Power Inc [Member] | 10 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF COMPONENTS OF INCOME/LOSS BEFORE INCOME TAXES | The following table presents the components of income / (loss) before income taxes: SCHEDULE OF COMPONENTS OF INCOME/LOSS BEFORE INCOME TAXES Period from Loss before income taxes $ (3,793,585 ) |
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX | The following table presents a reconciliation of the statutory federal tax and the Company’s effective tax: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX Period from Tax (benefit) at U.S. statutory rates $ (796,653 ) State tax (benefit), net of federal tax effect (28,171 ) SPAC exploration expenses 94,524 SAFE note expenses 142,485 Other 9,171 Change in valuation allowance 578,644 Provision (benefit) for income taxes $ — |
SCHEDULE OF EFFECTIVE INCOME TAX RATE | The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Period from Tax (benefit) at U.S. statutory rates 21 % State tax (benefit), net of federal tax effect 0.74 % SPAC exploration expenses (2.49 )% SAFE note expenses (3.76 )% Other (0.24 )% Change in valuation allowance (15.25 )% Provision (benefit) for income taxes 0.00 % |
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2023 Deferred tax assets: Net operating loss $ 1,715 Land acquisition costs 52,584 Start-up expenses 524,208 Accruals and other 137 Total deferred tax assets 578,644 Valuation allowance (578,644 ) Net current deferred tax assets (liabilities) $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) - Stardust Power Inc [Member] | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
SCHEDULE OF EXPENSES WITH RELATED PARTIES | The Company incurred the following expenses with related parties, which were all affiliates of the Company: SCHEDULE OF EXPENSES WITH RELATED PARTIES Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 Consulting expenses under contract due to: VIKASA Capital Partners LLC $ - $ 85,000 7636 Holdings LLC - 11,806 Total consulting expenses - 96,806 Other expenses paid on the Company’s behalf due to: VIKASA Capital LLC - 30,851 VIKASA Capital Partners LLC - 4,198 Total other expenses paid on the Company’s behalf - 35,049 Total $ - $ 131,855 | The Company incurred the following expenses from March 16, 2023 (inception) through December 31, 2023 with related parties, which were all affiliates of the Company: SCHEDULE OF EXPENSES WITH RELATED PARTIES Period from Consulting expenses under contract due to: VIKASA Capital Partners LLC $ 980,000 7636 Holdings LLC 180,806 VIKASA Capital LLC 171,213 Total consulting expenses 1,332,019 Other expenses paid on Company’s behalf due to: VIKASA Capital LLC 34,318 VIKASA Capital Partners LLC 9,868 Total other expenses paid on Company’s behalf 44,186 Total $ 1,376,205 |
SCHEDULE OF RELATED PARTIES | SCHEDULE OF RELATED PARTIES Three months ended March 31, 2024 Period from March 16, 2023 (inception) through March 31, 2023 Energy Transition Investors LLC $ - $ 750,000 Vikasa Clean Energy I LP - 160,000 Roshan Pujari - 90,000 Notes obtained from related parties $ - $ 1,000,000 | SCHEDULE OF RELATED PARTIES Period from Energy Transition Investors LLC $ 750,000 Vikasa Clean Energy I LP 160,000 Roshan Pujari 90,000 Notes obtained and repaid to related parties $ 1,000,000 Period from Energy Transition Investors LLC $ 5,333 Vikasa Clean Energy I LP 1,138 Roshan Pujari 640 Interest expense $ 7,111 |
DESCRIPTION OF THE COMPANY (Det
DESCRIPTION OF THE COMPANY (Details Narrative) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Jan. 09, 2024 USD ($) $ / shares shares | Nov. 21, 2023 USD ($) $ / shares shares | Jan. 11, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Jan. 31, 2023 $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2024 shares | Dec. 14, 2023 $ / shares | Mar. 16, 2023 T $ / shares | Jan. 13, 2023 USD ($) | Jan. 09, 2023 shares | Jan. 08, 2023 shares | Dec. 31, 2022 $ / shares shares | Jan. 14, 2021 USD ($) $ / shares | |
Global Partner Acquisition Corp II [Member] | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||||||
Proceeds from public offering | $ | $ 300,000,000 | $ 300,000,000 | ||||||||||||||
Amount held in trust account | $ | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||||||||||||
Ordinary shares subject to possible redemption | shares | 1,794,585 | 3,931,719 | 3,931,719 | |||||||||||||
Accrued liabilities | $ | $ 2,961,000 | $ 2,961,000 | $ 2,961,000 | |||||||||||||
Maximum net interest to pay dissolution expenses | $ | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||
Percentage of public shares | 100% | 100% | 100% | |||||||||||||
Deposited in trust account | $ | $ 150,000 | $ 150,000 | ||||||||||||||
Promissory note related party | $ | $ 1,800,000 | 1,800,000 | ||||||||||||||
Minimum net tangible assets consummation of business combination | $ | $ 5,000,001 | |||||||||||||||
Aggregate shares | shares | 127,777 | 127,777 | ||||||||||||||
Shares forfeiture | shares | 127,777 | 127,777 | ||||||||||||||
Condition for future business combination use of proceeds percentage. | 80% | 80% | ||||||||||||||
Minimum net tangible assets upon consummation of business combination | $ | $ 5,000,001 | $ 5,000,001 | ||||||||||||||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||
Shares held in trust account | shares | 30,000,000 | 30,000,000 | 30,000,000 | |||||||||||||
Cash | $ | $ 2,000 | $ 22,000 | $ 22,000 | |||||||||||||
working capital deficit | $ | (9,927,000) | 7,836,000 | 7,836,000 | |||||||||||||
Amount of shareholder redemptions value | $ | $ 265,050,166 | |||||||||||||||
Working capital deficit | $ | 9,927,000 | $ (7,836,000) | $ (7,836,000) | |||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||
Global Partner Acquisition Corp II [Member] | IPO [Member] | ||||||||||||||||
Proceeds from public offering | $ | 300,000,000 | $ 300,000,000 | ||||||||||||||
Global Partner Acquisition Corp II [Member] | Private Placement [Member] | ||||||||||||||||
Proceeds from issuance of private placement | $ | $ 8,350,000 | $ 8,350,000 | ||||||||||||||
Aggregate shares | shares | 5,566,667 | 5,566,667 | ||||||||||||||
Global Partner Acquisition Corp II [Member] | Sponsor [Member] | ||||||||||||||||
Aggregate amount | $ | $ 3,000,000 | |||||||||||||||
Stardust Power Inc [Member] | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Ordinary shares exercised | shares | 288,333 | |||||||||||||||
Price per share | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||||||
Cash | $ | $ 388,398 | |||||||||||||||
Shares issued as additional consideration | shares | 5,000,000 | |||||||||||||||
Share price | $ / shares | $ 12 | $ 0.03 | ||||||||||||||
trading days | 20 days | |||||||||||||||
Business acquisition consecutive trading days | 30 days | |||||||||||||||
Tons of lithium battery produced | T | 50,000 | |||||||||||||||
SAFE converted into shares | shares | 138,393 | |||||||||||||||
Conevrtible notes coverted into shares | shares | 55,889 | |||||||||||||||
Shares issued | shares | 1,077,541 | |||||||||||||||
Shares issued value | $ | $ 10,075,000 | $ 10,075,000 | ||||||||||||||
Stardust Power Inc [Member] | Common Stock [Member] | ||||||||||||||||
Ordinary shares exercised | shares | 495,000 | |||||||||||||||
Shares issued | shares | 9,000,000 | 9,000,000 | ||||||||||||||
Shares issued value | $ | $ 90 | $ 90 | ||||||||||||||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | ||||||||||||||||
Shares redemption percentage | 87% | |||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Aggregate redemption amount | $ | $ 265,050,000 | $ 265,050,000 | ||||||||||||||
Ordinary shares subject to possible redemption | shares | 1,794,585 | 3,931,719 | 3,931,719 | 30,000,000 | ||||||||||||
Amount of shareholder redemptions value | $ | $ 23,615,000 | |||||||||||||||
Non-redemption agreements, shares | shares | 1,503,254 | |||||||||||||||
Shares issued of conversion | shares | 7,400,000 | 1,503,254 | ||||||||||||||
Share price | $ / shares | $ 12 | $ 12 | $ 12 | |||||||||||||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | Common Stock [Member] | ||||||||||||||||
Ordinary shares subject to possible redemption | shares | 2,137,134 | 2,137,134 | ||||||||||||||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | 2023 Extension Amendment Proposal [Member] | ||||||||||||||||
Ordinary shares exercised | shares | 26,068,281 | 26,068,281 | ||||||||||||||
Redemption price | $ / shares | $ 10.167 | $ 10.167 | ||||||||||||||
Aggregate redemption amount | $ | $ 265,050,000 | |||||||||||||||
Ordinary shares subject to possible redemption | shares | 3,931,719 | 1,794,585 | 3,931,719 | 3,931,719 | 1,794,585 | 3,931,719 | 30,000,000 | |||||||||
Class A Ordinary Shares [Member] | Global Partner Acquisition Corp II [Member] | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 5,000,001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Aggregate shares | shares | 1,503,254 | 1,503,254 | ||||||||||||||
Class B Ordinary Shares [Member] | Global Partner Acquisition Corp II [Member] | ||||||||||||||||
Ordinary shares, par value | $ / shares | 0.0001 | $ 0.0001 | ||||||||||||||
Common Class B [Member] | Global Partner Acquisition Corp II [Member] | ||||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Non-redemption agreements, shares | shares | 127,777 | |||||||||||||||
Shares issued of conversion | shares | 127,777 |
BUSINESS COMBINATION AGREEMENT
BUSINESS COMBINATION AGREEMENT (Details Narrative) - Global Partner Acquisition Corp II [Member] - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Jan. 09, 2024 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Ordinary shares, par value | $ 0.00001 | |||
Exercise price of per share | $ 11.50 | |||
Total consideration | $ 450,000,000 | |||
Business combination agreement earnout | $ 50,000,000 | |||
Price per share | $ 10 | |||
Weighted average price of per share | $ 12 | |||
Share of common stock | 5 | |||
Common stock outstanding percentage | 10% | |||
Aggregate amount | $ 150,000,000 | |||
Common Class B [Member] | ||||
Business Acquisition [Line Items] | ||||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
SCHEDULE OF BASIC AND DILUTED N
SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||||
Net loss | $ (2,459,000) | $ 914,000 | $ 139,000 | $ 15,069,000 | ||
Stardust Power Inc [Member] | ||||||
Weighted average shares outstanding, basic | 8,741,000 | 8,669,538 | 8,777,571 | |||
Weighted average shares outstanding, diluted | 8,741,000 | 8,669,538 | 8,777,571 | |||
Net loss share, basic | $ (0.03) | $ (0.16) | $ (0.43) | |||
Net loss share, diluted | $ (0.03) | $ (0.16) | $ (0.43) | |||
Net loss | $ (245,505) | $ (1,399,213) | $ (3,793,585) | |||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | ||||||
Allocation of income - basic | (519,000) | 447,000 | 54,000 | 12,055,000 | ||
Allocation of income - diluted | $ (519,000) | $ 447,000 | $ 54,000 | $ 12,055,000 | ||
Weighted average shares outstanding, basic | 2,006,000 | 7,118,000 | 4,718,000 | 30,000,000 | ||
Weighted average shares outstanding, diluted | 2,006,000 | 7,118,000 | 4,718,000 | 30,000,000 | ||
Net loss share, basic | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Net loss share, diluted | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Common Class B [Member] | Global Partner Acquisition Corp II [Member] | ||||||
Allocation of income - basic | $ (1,940,000) | $ 467,000 | $ 85,000 | $ 3,014,000 | ||
Allocation of income - diluted | $ (1,940,000) | $ 467,000 | $ 85,000 | $ 3,014,000 | ||
Weighted average shares outstanding, basic | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Weighted average shares outstanding, diluted | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Net loss share, basic | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 | ||
Net loss share, diluted | $ (0.26) | $ 0.06 | $ 0.01 | $ 0.40 |
SCHEDULE OF ORDINARY SHARES SUB
SCHEDULE OF ORDINARY SHARES SUBJECT TO REDEMPTION CONSIST (Details) - Global Partner Acquisition Corp II [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, value | $ 43,704,000 | $ 304,675,000 | $ 304,675,000 | ||
Balance, shares | 3,931,719 | ||||
Balance, value | $ 20,209,000 | $ 43,704,000 | $ 304,675,000 | ||
Balance, shares | 1,794,585 | 3,931,719 | |||
Less: Public Shares redeemed, value | $ (23,768,000) | (265,050,000) | $ (265,050,000) | ||
Class A Ordinary Shares Subject To Redemption [Member] | |||||
Gross proceeds of Public Offering, value | $ 300,000,000 | ||||
Gross proceeds of Public Offering, shares | 30,000,000 | ||||
Less: Proceeds allocated to Public Warrants, value | (304,675,000) | $ (14,100,000) | |||
Offering costs, shares | |||||
Offering costs, value | $ (16,254,000) | ||||
Offering costs, Shares | |||||
Plus: Accretion of carrying value to redemption, value | $ 4,079,000 | $ 4,675,000 | $ 30,354,000 | ||
Plus: Accretion of carrying value to redemption, shares | |||||
Balance, value | $ 43,704,000 | $ 304,675,000 | $ 304,675,000 | $ 300,000,000 | |
Balance, shares | 3,931,719 | 30,000,000 | 30,000,000 | 30,000,000 | |
Less: Class A Ordinary Shares redeemed, value | $ (265,050,000) | ||||
Less: Class A Ordinary Shares redeemed, shares | (26,068,281) | ||||
Balance, value | $ 20,209,000 | $ 43,704,000 | $ 304,675,000 | $ 300,000,000 | |
Balance, shares | 1,794,585 | 3,931,719 | 30,000,000 | 30,000,000 | |
Class A Ordinary Shares subject to possible redemption, balance | $ 304,675,000 | $ 14,100,000 | |||
Plus: Accretion of carrying value to redemption, value | $ 273,000 | $ 4,079,000 | |||
Less: Public Shares redeemed, value | $ (23,768,000) | ||||
Less: Public Shares redeemed, shares | (2,137,134) |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||||
Apr. 05, 2024 shares | Mar. 15, 2024 USD ($) | Mar. 13, 2024 USD ($) | Jan. 11, 2024 USD ($) $ / shares shares | Jan. 09, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) ft² $ / shares shares | Nov. 21, 2023 USD ($) | Oct. 10, 2023 USD ($) | Jun. 08, 2023 USD ($) | Jan. 11, 2023 USD ($) $ / shares shares | Jan. 09, 2023 USD ($) $ / shares shares | Jan. 14, 2021 shares | Mar. 31, 2023 USD ($) | Jan. 31, 2023 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) ft² $ / shares shares | Dec. 31, 2023 USD ($) ft² $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 10, 2024 USD ($) | Mar. 16, 2023 shares | Jan. 08, 2023 shares | Aug. 01, 2022 USD ($) | |
Global Partner Acquisition Corp II [Member] | |||||||||||||||||||||||
Class of warrant or right, outstanding | shares | 11,221,954 | 10,551,283 | 11,221,954 | 11,221,954 | 15,566,667 | ||||||||||||||||||
Federal deposit insurance corporation premium expense | $ 250,000 | $ 250,000 | |||||||||||||||||||||
Deferred offering costs | $ 17,054,000 | 17,054,000 | $ 17,054,000 | 17,054,000 | |||||||||||||||||||
Underwriters discount | 16,500,000 | 16,500,000 | |||||||||||||||||||||
Temporary equity, stock issued during period, value, new issues | 16,254,000 | 16,254,000 | |||||||||||||||||||||
Cost | $ 800,000 | 800,000 | |||||||||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||||||||||||||||||
Redemption of common shares | shares | 2,137,134 | 26,068,281 | 26,068,281 | 26,068,281 | |||||||||||||||||||
Temporary equity, shares outstanding | shares | 3,931,719 | 1,794,585 | 3,931,719 | 3,931,719 | |||||||||||||||||||
Net income loss | $ 2,459,000 | $ (914,000) | $ (139,000) | $ (15,069,000) | |||||||||||||||||||
Accumulated deficit | $ 18,674,000 | 21,406,000 | $ 18,674,000 | 18,674,000 | 14,735,000 | ||||||||||||||||||
Stockholders' deficit | 18,673,000 | 21,405,000 | 18,673,000 | 18,673,000 | $ 14,734,000 | ||||||||||||||||||
Cash | $ 22,000 | $ 2,000 | $ 22,000 | $ 22,000 | |||||||||||||||||||
Face amount | $ 2,000,000 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | 2024 Extension Meeting [Member] | |||||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 11.05 | ||||||||||||||||||||||
Temporary equity, shares outstanding | shares | 2,137,134 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | 2024 Extension Meeting [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Redemption of common shares | shares | 2,137,134 | ||||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 11.05 | ||||||||||||||||||||||
Aggregate redemption amount | $ 23,615,331 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | |||||||||||||||||||||||
Excess stock shares outstanding | shares | 9,194,585 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Conversion of stock, shares converted | shares | 7,400,000 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | |||||||||||||||||||||||
Excess stock shares outstanding | shares | 100,000 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | |||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 23,615,000 | ||||||||||||||||||||||
Redemption of common shares | shares | 26,068,281 | 2,137,134 | |||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 11.12 | $ 11.26 | $ 11.12 | $ 11.12 | $ 10.16 | ||||||||||||||||||
Temporary equity, shares outstanding | shares | 3,931,719 | 1,794,585 | 3,931,719 | 3,931,719 | 30,000,000 | ||||||||||||||||||
Conversion of stock | shares | 7,400,000 | 1,503,254 | |||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 11.05 | ||||||||||||||||||||||
Aggregate redemption amount | $ 23,615,331 | ||||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | 2023 Extension Amendment Proposal [Member] | |||||||||||||||||||||||
Redemption of common shares | shares | 26,068,281 | 2,137,134 | 26,068,281 | ||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 10.167 | $ 10.167 | $ 11.05 | $ 10.167 | $ 10.167 | ||||||||||||||||||
Temporary equity, accretion to redemption value | $ 265,050,000 | $ 23,615,000 | $ 265,050,000 | ||||||||||||||||||||
Temporary equity, shares outstanding | shares | 3,931,719 | 3,931,719 | 1,794,585 | 1,794,585 | 3,931,719 | 3,931,719 | 30,000,000 | 3,931,719 | |||||||||||||||
Share issued against exercised stock options | shares | 26,068,281 | 26,068,281 | |||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | IPO [Member] | |||||||||||||||||||||||
Sale of stock, number of shares issued in transaction | shares | 30,000,000 | 30,000,000 | |||||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | |||||||||||||||||||||||
Conversion of stock | shares | 127,777 | ||||||||||||||||||||||
Stardust Power Inc [Member] | |||||||||||||||||||||||
Cost | $ 35,049 | $ 44,186 | |||||||||||||||||||||
Net income loss | $ 245,505 | 1,399,213 | 3,793,585 | ||||||||||||||||||||
Accumulated deficit | $ 3,793,585 | 5,192,798 | 3,793,585 | $ 3,793,585 | |||||||||||||||||||
Stockholders' deficit | 3,734,762 | $ 5,074,276 | 3,734,762 | 3,734,762 | |||||||||||||||||||
Additional investor finance | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | ||||||||||||||||||||
Share issued against exercised stock options | shares | 288,333 | ||||||||||||||||||||||
Share issued against exercised stock options | shares | 68,125 | 54,500 | 68,125 | 68,125 | 259,000 | ||||||||||||||||||
Safe notes issuance costs | $ 466,302 | ||||||||||||||||||||||
Deferred cost | $ 1,005,109 | $ 1,816,261 | $ 1,005,109 | $ 1,005,109 | |||||||||||||||||||
Undeveloped area | ft² | 66 | 66 | 66 | ||||||||||||||||||||
Nonrefundable option purchase of land | $ 75,000 | $ 25,000 | |||||||||||||||||||||
Legal and professional fees | $ 238,030 | $ 1,586,680 | |||||||||||||||||||||
Advertising expense | 34,858 | ||||||||||||||||||||||
Capital project preacquisition costs | 688,967 | 450,113 | |||||||||||||||||||||
Cash | 388,398 | ||||||||||||||||||||||
Shares issued value | $ 10,075,000 | 10,075,000 | |||||||||||||||||||||
Trust account proceeds, net | 1,481,835 | ||||||||||||||||||||||
Trust account proceeds, net | $ 7,830,176 | ||||||||||||||||||||||
Nonrefundable payment | $ 75,000 | $ 25,000 | |||||||||||||||||||||
Face amount | $ 1,562,030 | ||||||||||||||||||||||
Stardust Power Inc [Member] | IGXLOI [Member] | |||||||||||||||||||||||
Nonrefundable payment | $ 25,000 | $ 30,000 | |||||||||||||||||||||
Payment of the maintenance fees | $ 235,000 | ||||||||||||||||||||||
Interest rate | 600% | ||||||||||||||||||||||
Nonrefundable payment | 50,000 | ||||||||||||||||||||||
Consideration amount | 26,025,000 | ||||||||||||||||||||||
Payments comprising cash and stock | 18,025,000 | ||||||||||||||||||||||
Work commitment | $ 8,000,000 | ||||||||||||||||||||||
Stardust Power Inc [Member] | Legal And Professional Consulting Services [Member] | |||||||||||||||||||||||
Cost | $ 75,136 | ||||||||||||||||||||||
Stardust Power Inc [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Share issued against exercised stock options | shares | 68,125 | ||||||||||||||||||||||
Stardust Power Inc [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Nonrefundable option purchase of land | $ 1,562,030 |
PUBLIC OFFERING (Details Narrat
PUBLIC OFFERING (Details Narrative) - Global Partner Acquisition Corp II [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 11, 2024 | Jan. 09, 2024 | Jan. 11, 2023 | Jan. 14, 2021 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 09, 2023 | Jan. 08, 2023 | |
Share issued price per shares (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Exercisable notice period | 30 days | ||||||||||
Public offering expire | 5 years | 5 years | |||||||||
Redemption price per warrant | 1% | 1% | |||||||||
Trading days period | 20 days | ||||||||||
Ending trading period | 30 days | ||||||||||
Underwriting discount percentage | 2% | 2% | |||||||||
Underwriting unit price | $ 6,000,000 | $ 6,000,000 | |||||||||
Deferred underwriting percentage | 3.50% | 3.50% | |||||||||
Underwriter cash discount | $ 10,500,000 | $ 10,500,000 | |||||||||
Aggregate redemption amount | $ 265,050,166 | ||||||||||
Number of warrants issued | 4,344,714 | 4,700,903 | |||||||||
Redeemed carrying amount | $ 130,000 | $ 130,000 | $ 130,000 | ||||||||
Temporary equity shares outstanding | 1,794,585 | 3,931,719 | |||||||||
Subsequent Event [Member] | |||||||||||
Contingent redeemable warrants | 356,189 | ||||||||||
Share based compensation arrangement by share based payment award options exercisable number | 2,137,134 | ||||||||||
2024 Extension Meeting [Member] | |||||||||||
Redemption price | $ 11.05 | ||||||||||
Stock issued during period, value, stock options exercised | $ 2,137,134 | ||||||||||
Contingent redeemable warrants | 356,189 | ||||||||||
Share based compensation arrangement by share based payment award options exercisable number | 23,615,331 | ||||||||||
Temporary equity shares outstanding | 2,137,134 | ||||||||||
2024 Extension Meeting [Member] | Subsequent Event [Member] | |||||||||||
Redemption price | $ 11.05 | ||||||||||
Stock issued during period, value, stock options exercised | $ 2,137,134 | ||||||||||
Redemption amount | $ 23,615,331 | ||||||||||
Redeemable Warrant [Member] | |||||||||||
Before the company sending notice period | third | ||||||||||
Warrant [Member] | |||||||||||
Number of warrants issued | 4,344,714 | ||||||||||
IPO [Member] | |||||||||||
Number of units issued | 30,000,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Underwriters option period from date of initial public offering | 45 days | ||||||||||
Number of units issued | 2,500,000 | ||||||||||
Common Class A [Member] | |||||||||||
Share of ordinary share | 23,615,000 | ||||||||||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |||||||||
Trading days period | 20 days | ||||||||||
Ending trading period | 30 days | ||||||||||
Redemption price | $ 11.26 | $ 11.12 | $ 10.16 | ||||||||
Aggregate redemption amount | $ 23,615,000 | ||||||||||
Share based compensation arrangement by share based payment award options exercisable number | 26,068,281 | ||||||||||
Temporary equity shares outstanding | 1,794,585 | 3,931,719 | 30,000,000 | ||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||
Redemption price | $ 11.05 | ||||||||||
Stock issued during period, value, stock options exercised | $ 2,137,134 | ||||||||||
Redemption amount | $ 23,615,331 | ||||||||||
Common Class A [Member] | 2023 Extension Amendment Proposal [Member] | |||||||||||
Ordinary shares exercised | 26,068,281 | 26,068,281 | |||||||||
Redemption price | $ 10.167 | $ 10.167 | $ 11.05 | ||||||||
Temporary equity shares outstanding | 3,931,719 | 1,794,585 | 3,931,719 | 30,000,000 | 1,794,585 | 3,931,719 | |||||
Common Class A [Member] | Revision of Prior Period, Adjustment [Member] | |||||||||||
Stock price trigger for redemption of public warrants | $ 18 | $ 18 | |||||||||
Common Class A [Member] | Redeemable Warrant [Member] | |||||||||||
Redemption price per public warrant | $ 0.10 | 0.10 | |||||||||
Common Class A [Member] | Warrant [Member] | 2023 Extension Amendment Proposal [Member] | |||||||||||
Ordinary shares exercised | 26,068,281 | ||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||
Share of ordinary share | 30,000,000 | 30,000,000 | |||||||||
Warrant [Member] | |||||||||||
Stock price trigger for redemption of public warrants | $ 10 | $ 10 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 01, 2024 | Jan. 01, 2024 | Nov. 21, 2023 | Jun. 14, 2023 | Jan. 13, 2023 | Jan. 03, 2023 | Mar. 31, 2023 | Jan. 31, 2021 | Nov. 30, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Jan. 10, 2024 | Dec. 14, 2023 | Mar. 16, 2023 | Aug. 01, 2022 | |
Global Partner Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Price per share | $ 10 | $ 10 | |||||||||||||||||
Founder share vesting, description | The Founder Shares are substantially identical to the Class A ordinary shares included in the Units sold in the Public Offering except that the Founder Shares automatically convert into Class A ordinary shares at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, and are subject to certain transfer restrictions, as described in more detail below, and the Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | ||||||||||||||||||
Shares subject to forfeiture | 127,777 | 127,777 | |||||||||||||||||
Aggregate of shares | 127,777 | 127,777 | |||||||||||||||||
Exercise price | $ 11.50 | $ 11.50 | |||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||
Loans payable | $ 30,000 | $ 30,000 | |||||||||||||||||
Costs paid | $ 25,000 | 25,000 | |||||||||||||||||
General and administrative expenses | 75,000 | $ 75,000 | 300,000 | $ 300,000 | |||||||||||||||
Accrued liabilities | $ 350,000 | 275,000 | 275,000 | 0 | |||||||||||||||
Trading days | 20 days | ||||||||||||||||||
Number of trading days commencing | 30 days | ||||||||||||||||||
Number of trading days business combination | 150 days | ||||||||||||||||||
Aggregate loan amount | $ 300,000 | ||||||||||||||||||
Proceeds from issuance of unsecured debt | 1,000 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Subsequent Event [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Borrowed an additional amount | $ 130,406 | $ 395,000 | |||||||||||||||||
Global Partner Acquisition Corp II [Member] | January 13, 2023 Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 4,000,000 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Warrant [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Increase decrease in notes payable related parties current | 49,000 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | January 3, 2023 Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||||||
Unpaid principal amount | $ 250,000 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | January 3, 2023 Note [Member] | Warrant [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Warrant price | $ 1.50 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | January 13, 2023 Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 4,000,000 | ||||||||||||||||||
Warrant price | $ 1.50 | ||||||||||||||||||
Converted amount | $ 1,750,000 | ||||||||||||||||||
Drawdowns amount | $ 461,000 | 604,000 | 2,726,000 | ||||||||||||||||
Outstanding principal balance | $ 3,186,000 | 2,726,000 | $ 2,726,000 | ||||||||||||||||
Global Partner Acquisition Corp II [Member] | August One Two Thousand Twenty Two Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||
Global Partner Acquisition Corp II [Member] | Private Placement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Aggregate of shares | 5,566,667 | 5,566,667 | |||||||||||||||||
Warrant price per share | $ 1.50 | $ 1.50 | |||||||||||||||||
Warrants purchase price | $ 8,350,000 | $ 8,350,000 | |||||||||||||||||
Global Partner Acquisition Corp II [Member] | IPO [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Notes payable | $ 199,000 | ||||||||||||||||||
Stardust Power Inc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchase of ordinary shares | 1,077,541 | ||||||||||||||||||
Price per share | $ 12 | $ 0.03 | |||||||||||||||||
Principal amount | $ 1,562,030 | ||||||||||||||||||
General and administrative expenses | 178,148 | ||||||||||||||||||
Repayment of notes | $ 1,000,000 | 1,000,000 | |||||||||||||||||
Interest expense | 7,111 | ||||||||||||||||||
Capital contribution in exchange of subscription receivable | $ 90 | 90 | |||||||||||||||||
Stardust Power Inc [Member] | Vikasa Clean Energy LLP [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Repayment of notes | 160,000 | 160,000 | |||||||||||||||||
Interest expense | $ 103 | $ 1,138 | |||||||||||||||||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Price per share | $ 12 | $ 12 | $ 12 | ||||||||||||||||
Common Class A [Member] | Global Partner Acquisition Corp II [Member] | Private Placement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||||||||
Founder Shares [Member] | Global Partner Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party costs | $ 25,000 | ||||||||||||||||||
Price per share | $ 0.003 | ||||||||||||||||||
Aggregate shares issued | 7,500,000 | 7,500,000 | |||||||||||||||||
Founder Shares [Member] | Global Partner Acquisition Corp II [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Shares subject to forfeiture | 625,000 | 625,000 | |||||||||||||||||
Founder Shares [Member] | Common Class B [Member] | Global Partner Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Purchase of ordinary shares | 7,187,500 | ||||||||||||||||||
Founder share vesting, description | Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then 12.5% on each of the attainment of Return to Shareholders (as defined in the agreement) exceeding 20%, 30%, 40% and 50%. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | ||||||||||||||||||
Related Party [Member] | Global Partner Acquisition Corp II [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding principal balance amount | $ 755,000 | $ 755,000 | $ 755,000 | 785,000 | |||||||||||||||
Outstanding principal balance | 2,726,000 | 2,726,000 | $ 0 | ||||||||||||||||
Related Party [Member] | Global Partner Acquisition Corp II [Member] | August One Two Thousand Twenty Two Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding principal balance amount | 755,000 | 755,000 | 755,000 | ||||||||||||||||
Related Party [Member] | Stardust Power Inc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Other Liabilities | $ 131,855 | $ 0 | $ 131,855 | 0 | 0 | ||||||||||||||
Vikasa Capital Partners LLC [Member] | Stardust Power Inc [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Advisory services | $ 980,000 | $ 980,000 | $ 1,050,000 |
SCHEDULE OF WARRANT LIABILITIES
SCHEDULE OF WARRANT LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Fair Value, Recurring [Member] - Global Partner Acquisition Corp II [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 978,000 | $ 337,000 | $ 467,000 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 150,000 | 300,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 978,000 | 187,000 | 167,000 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | |||
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 477,000 | 150,000 | 300,000 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 150,000 | 300,000 | |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 477,000 | ||
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | |||
Private Placement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 501,000 | 187,000 | 167,000 |
Private Placement [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | |||
Private Placement [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 501,000 | 187,000 | 167,000 |
Private Placement [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability |
ACCOUNTING FOR WARRANT LIABIL_3
ACCOUNTING FOR WARRANT LIABILITY (Details Narrative) - Global Partner Acquisition Corp II [Member] - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 31, 2024 | Jan. 09, 2024 | |
Warrants outstanding | 10,551,283 | 11,221,954 | 15,566,667 | ||||
Number of warrants issued | 4,344,714 | 4,700,903 | |||||
Redemption of common shares | 2,137,134 | 26,068,281 | 26,068,281 | 26,068,281 | |||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | |||||
Note Warrant [Member] | |||||||
Proceeds from issuance of warrants | 5,000,000 | ||||||
Common Class A [Member] | |||||||
Redemption of common shares | 26,068,281 | 2,137,134 | |||||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | 30,000,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 26,068,281 | ||||||
Common Class A [Member] | Common Stock [Member] | |||||||
Ordinary shares subject to possible redemption | 2,137,134 | 2,137,134 | |||||
Public Warrants [Member] | |||||||
Warrants outstanding | 4,984,616 | 5,655,286 | 10,000,000 | ||||
Private Placement [Member] | |||||||
Warrants outstanding | 5,566,667 | 5,566,667 | 5,566,667 |
SCHEDULE OF ASSETS THAT ARE MEA
SCHEDULE OF ASSETS THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - Global Partner Acquisition Corp II [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Total | $ 304,675,000 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Total | 304,675,000 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Total | 304,675,000 | |
Carrying Value [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Total | 304,675,000 | |
Carrying Value [Member] | Money Market Funds [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Total | $ 304,675,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||
Jan. 09, 2024 USD ($) $ / shares | Dec. 14, 2023 shares | Jan. 11, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | |
Global Partner Acquisition Corp II [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Proceeds from issuance initial public offering | $ 300,000,000 | $ 300,000,000 | ||||
Temporary equity aggregate amount of redemption requirement | $ 265,050,166 | |||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Shareholders redeemed | shares | 26,068,281 | |||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 11.26 | $ 11.12 | $ 10.16 | |||
Redemption amount | $ 265,050,000 | |||||
Temporary equity redemption price per shares | $ / shares | $ 11.05 | |||||
Temporary equity aggregate amount of redemption requirement | $ 23,615,000 | |||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 11.05 | |||||
Stock issued during period value stock options exercised | $ 2,137,134 | |||||
Accretion in value of Class A ordinary shares subject to possible redemption | 23,615,331 | |||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | Private Placement [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.16 | |||||
Stock issued during period value stock options exercised | $ 2,137,134 | |||||
Global Partner Acquisition Corp II [Member] | Class A Ordinary Shares [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10.16 | |||||
Stock issued during period value stock options exercised | $ 26,068,281 | |||||
Accretion in value of Class A ordinary shares subject to possible redemption | $ 265,050,000 | |||||
Stardust Power Inc [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Shareholders redeemed | shares | 100,000 | |||||
Stardust Power Inc [Member] | SAFE Note [Member] | Measurement Input Yield Rate [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Alternative investment, measurement input | 70.28 | 39.49 | ||||
Stardust Power Inc [Member] | SAFE Note [Member] | Measurement Input, Discount Rate [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Alternative investment, measurement input | 20 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Jan. 11, 2024 | Jan. 09, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 31, 2024 | Mar. 16, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | |
Global Partner Acquisition Corp II [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares holders term description | The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | |||||||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Share-based compensation arrangement by share-based payment award description | The Founder Shares are subject to vesting as follows: 50% upon the completion of a Business Combination and then an additional 12.5% on the attainment of each of a series of certain “shareholder return” targets exceeding 20%, 30%, 40% and 50%, as further defined in the agreement. Certain events, as defined in the agreement, could trigger an immediate vesting under certain circumstances. Founder Shares that do not vest within an eight-year period from the closing of the Business Combination will be cancelled. | |||||||
Common stock, par value | $ 0.00001 | |||||||
Global Partner Acquisition Corp II [Member] | 2024 Extension Meeting [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Ordinary shares subject to possible redemption | 2,137,134 | |||||||
Issuance of common stock related to early exercised stock options (Note 3) | $ 2,137,134 | |||||||
Redemption price | $ 11.05 | |||||||
Global Partner Acquisition Corp II [Member] | 2024 Extension Meeting [Member] | Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock related to early exercised stock options (Note 3) | $ 2,137,134 | |||||||
Redemption price | $ 11.05 | |||||||
Redemption amount | $ 23,615,331 | |||||||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common stock, shares issued | 0 | 0 | 0 | |||||
Common stock, shares outstanding | 0 | 0 | 0 | |||||
Ordinary shares subject to possible redemption | 1,794,585 | 3,931,719 | 30,000,000 | |||||
Redemption price | $ 11.26 | $ 11.12 | $ 10.16 | |||||
Non-redemption agreements | $ 1,503,254 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Global Partner Acquisition Corp II [Member] | Common Class A [Member] | Subsequent Event [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock related to early exercised stock options (Note 3) | $ 2,137,134 | |||||||
Redemption price | $ 11.05 | |||||||
Redemption amount | $ 23,615,331 | |||||||
Global Partner Acquisition Corp II [Member] | Common Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Common stock, shares issued | 7,500,000 | 7,500,000 | 7,500,000 | |||||
Common stock, shares outstanding | 7,500,000 | 7,500,000 | 7,500,000 | |||||
Non-redemption agreements | $ 127,777 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Global Partner Acquisition Corp II [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 550,000,000 | 550,000,000 | ||||||
Stardust Power Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | ||||||
Common stock, shares issued | 9,017,300 | 9,017,300 | ||||||
Common stock, shares outstanding | 9,017,300 | 9,017,300 | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Reserved shares of common stock for future issuance | 205,000 | 205,000 | 500,000 | |||||
Stardust Power Inc [Member] | Board of Directors Chairman [Member] | Two Thousand Twenty Three Equity Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 250,000 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) - Computer And Equipment [Member] - Stardust Power Inc [Member] | Dec. 31, 2023 |
Minimum [Member] | |
Loss Contingencies [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Loss Contingencies [Line Items] | |
Estimated useful lives | 5 years |
SCHEDULE OF ANTI-DILUTIVE EFFEC
SCHEDULE OF ANTI-DILUTIVE EFFECT (Details) - shares | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Stardust Power Inc [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Unvested common stock – shares (Note 3) | 339,500 | 259,000 | 356,458 |
SCHEDULE OF RESTRICTED STOCK AC
SCHEDULE OF RESTRICTED STOCK ACTIVITY (Details) - Stardust Power Inc [Member] - $ / shares | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Number of shares, Granted | 550,000 | |
Weighted Average Grant Date Fair Value - Granted | $ 0.00001 | $ 0.00001 |
Number of shares, Vested | (13,625) | (381,875) |
Weighted Average Grant Date Fair Value - Vested | $ 0.00001 | $ 0.00001 |
Number of shares, Forfeited | (100,000) | |
Weighted Average Grant Date Fair Value - Forfeited | $ 0.00001 | $ 0.00001 |
Number of shares, Unvested | 54,500 | 68,125 |
Weighted Average Grant Date Fair Value - Unvested | $ 0.00001 | $ 0.00001 |
Number of shares, Unvested | 68,125 | |
Weighted Average Grant Date Fair Value - Unvested | $ 0.00001 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Nov. 30, 2023 | Oct. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Number of shares, Granted | 495,000 | 495,000 | 495,000 | |
Weighted Average Grant Date Fair Value - Granted | $ 2.99 | |||
Number of shares, Vested | (3,333) | (6,667) | ||
Weighted Average Grant Date Fair Value - Vested | $ 3.50 | $ 3.50 | ||
Number of shares, Forfeited | (200,000) | |||
Weighted Average Grant Date Fair Value - Forfeited | $ 3.50 | |||
Number of shares, Unvested | 285,000 | 288,333 | ||
Weighted Average Grant Date Fair Value - Unvested | $ 2.62 | $ 2.62 | ||
Aggregate intrinsic value | $ 7,998,367 |
SCHEDULE OF COMPENSATION EXPENS
SCHEDULE OF COMPENSATION EXPENSE FOR STOCK OPTION (Details) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | ||
Nov. 30, 2023 | Oct. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||||
General and administrative expenses | $ 59,599 | $ 58,536 | |||
Number of shares, Unvested | 288,333 | ||||
Weighted Average Grant Date Fair Value - Unvested | $ 2.62 | ||||
Number of shares, Granted | 495,000 | 495,000 | 495,000 | ||
Weighted Average Grant Date Fair Value - Granted | $ 2.99 | ||||
Number of shares, Vested | (3,333) | (6,667) | |||
Weighted Average Grant Date Fair Value - Vested | $ 3.50 | $ 3.50 | |||
Number of shares, Forfeited | (200,000) | ||||
Weighted Average Grant Date Fair Value - Forfeited | $ 3.50 | ||||
Number of shares, Unvested | 285,000 | 288,333 | |||
Weighted Average Grant Date Fair Value - Unvested | $ 2.62 | $ 2.62 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) - Stardust Power Inc [Member] | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life (years) | 1 year | 1 year 3 months |
Expected volatility minimum | 60% | |
Expected volatility maximum | 70% | |
Expected volatility minimum | 3.84% | |
Expected volatility maximum | 3.86% | |
Dividend yeild | 0% | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life (years) | 5 years 25 days | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected option life (years) | 5 years 11 months 4 days |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Apr. 24, 2024 | Dec. 14, 2023 | Mar. 16, 2023 | Jan. 31, 2024 | Nov. 30, 2023 | Oct. 31, 2023 | Oct. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 26, 2023 | Nov. 21, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares issued restricted shares | 550,000 | |||||||||||
Number of shares, Unvested | 259,000 | 54,500 | 68,125 | 68,125 | ||||||||
Shares vesting period | 24 months | |||||||||||
Shares price | $ 0.00001 | $ 0.00001 | ||||||||||
Shares vested term | 1 year | 1 year 3 months | ||||||||||
Restricted shares value | $ 6 | |||||||||||
Shares repurchased | 100,000 | |||||||||||
Restricted shares | 177,700 | |||||||||||
Restricted shares granted | 300,000 | |||||||||||
Shares reserved for future issuance | 500,000 | 205,000 | 205,000 | 205,000 | ||||||||
Number of shares, Granted | 495,000 | 495,000 | 495,000 | |||||||||
Shares granted exercise price | $ 0.03 | $ 0.03 | ||||||||||
Options exercised | $ 14,850 | |||||||||||
Shares unvested repurchased | 200,000 | |||||||||||
Share price | $ 0.03 | $ 12 | ||||||||||
Shares repurchased value | $ 6,000 | |||||||||||
Shares exercised outstanding | $ 8,550 | $ 8,650 | $ 8,650 | |||||||||
Shares awarded | 215,000 | |||||||||||
Shares vested | 54,500 | |||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares, Granted | 215,000 | |||||||||||
Minimum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares vesting period | 3 years | 3 years | ||||||||||
Shares vested term | 5 years 25 days | |||||||||||
Shares granted period | 3 years | 3 years | ||||||||||
Maximum [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares vesting period | 5 years | 5 years | ||||||||||
Shares vested term | 5 years 11 months 4 days | |||||||||||
Shares granted period | 5 years | 5 years | ||||||||||
Employee [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Number of shares, Granted | 475,000 | 475,000 | ||||||||||
Consultant [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Shares vesting period | 18 months | 18 months | 18 months | |||||||||
Number of shares, Granted | 20,000 | 20,000 | ||||||||||
Compensation not yet recognized | $ 31,436 | $ 45,061 | 45,061 | |||||||||
Stock based compensation term | 9 months | 1 year | ||||||||||
Employees [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Compensation not yet recognized | $ 627,664 | $ 675,488 | $ 675,488 | |||||||||
Stock based compensation term | 3 years 4 months 9 days | 3 years 7 months 9 days | ||||||||||
Subsequent Event [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Restricted shares value | $ 3 |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |||
Nov. 21, 2023 | Oct. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 30, 2023 | |
Issuance of common stock, shares | 1,077,541 | |||||
QX Resources Limited [Member] | ||||||
Issuance of common stock, shares | 13,949,579 | |||||
Total equity percentage | 1.26% | |||||
Investments | $ 200,000 | $ 200,000 | ||||
Initial recognition fair value | $ 163,898 | $ 218,556 | ||||
Gain on investment | $ 54,658 | $ 18,556 | ||||
Description of Net Investment Hedge Activity | This investment in the ordinary shares of QX Resources has been made for strategic purposes and specifically with an intention to gain access for conducting feasibility studies for the production of lithium products from the lithium brine surface anomaly identified over the 102 square-kilometer Liberty Lithium Brine Project in SaltFire, California, USA (“the Project”) for which QX Resources has a binding Option to Purchase Agreement and Operating Agreement to earn a 75% interest of the Project from IG Lithium LLC (‘the Earn-in venture’). The Company is not a direct party to the Earn-in venture and accordingly has no direct or indirect economic or controlling interest either in the Project or in any of the associated rights originating from the Earn-in venture held by QX Resources. |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE (Details) - Stardust Power Inc [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | |||
Platform Operator, Crypto Asset [Line Items] | |||||
Investment in equity securities | $ 163,898 | [1] | $ 218,556 | [2] | |
Total financial assets | 163,898 | 218,556 | |||
SAFE notes | [3] | 5,520,100 | 5,212,200 | [4] | |
Total financial liabilities | 5,520,100 | 5,212,200 | |||
Fair Value, Inputs, Level 1 [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Investment in equity securities | 163,898 | [1] | 218,556 | [2] | |
Total financial assets | 163,898 | 218,556 | |||
SAFE notes | [3] | [4] | |||
Total financial liabilities | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Investment in equity securities | [1] | [2] | |||
Total financial assets | |||||
SAFE notes | [3] | [4] | |||
Total financial liabilities | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Platform Operator, Crypto Asset [Line Items] | |||||
Investment in equity securities | [1] | [2] | |||
Total financial assets | |||||
SAFE notes | [3] | 5,520,100 | 5,212,200 | [4] | |
Total financial liabilities | $ 5,520,100 | $ 5,212,200 | |||
[1]These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, Investments-Equity Securities, |
SCHEDULE OF RECONCILIATION OF A
SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE (Details) - SAFE Note [Member] - Stardust Power Inc [Member] - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Balance as at December 31, 2023 | $ 5,212,200 | |
Issuance of SAFE notes | 200,000 | 5,000,000 |
Change in fair value | 107,900 | 212,200 |
Balance as at March 31, 2024 | $ 5,520,100 | $ 5,212,200 |
SIMPLE AGREEMENT FOR FUTURE E_2
SIMPLE AGREEMENT FOR FUTURE EQUITY (SAFE NOTES) (Details Narrative) - Stardust Power Inc [Member] - USD ($) | Mar. 21, 2024 | Nov. 20, 2023 | Nov. 18, 2023 | Mar. 31, 2024 | Feb. 23, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 06, 2023 | ||
Cash received from single investor | $ 388,398 | |||||||||
Cash received from single investor | 163,898 | [1] | $ 218,556 | [2] | ||||||
Fair value of SAFE notes | 5,520,100 | 5,212,200 | ||||||||
SAFE Note [Member] | ||||||||||
Fair value of SAFE notes | $ 5,520,100 | $ 5,212,200 | ||||||||
SAFE Note [Member] | Financing Commitment and Equity Line of Credit Agreement [Member] | American Investor Group Direct LLC [Member] | ||||||||||
Stock Option, Down Round Feature, Increase (Decrease) in Equity, Amount | $ 15,000,000 | |||||||||
SAFE Note [Member] | Preferred Stock [Member] | ||||||||||
Discount rate percentage | 20% | |||||||||
SAFE Note [Member] | Call Option [Member] | ||||||||||
Cash received from single investor | $ 25,000,000 | |||||||||
SAFE Note [Member] | Nonrelated Party [Member] | ||||||||||
Cash received from single investor | 2,000,000 | $ 2,000,000 | ||||||||
Deposit received | 1,000,000 | $ 1,000,000 | ||||||||
Cash received from single investor | $ 3,000,000 | |||||||||
Cash received from single investor, description | The SAFE notes provide the Company an option to call for additional preferred stock up to $25,000,000 based on the contingent event of SAFE note conversion and notice issued by the Board, and achievement of certain milestones, for up to 42 months following such conversion. This feature was determined to be an embedded feature and is valued as part of the liability value associated with the instrument as a whole. The terms for SAFE notes were amended on November 18, 2023 for both the original and new issuance to introduce a discount rate of 20% to the lowest price per share of preferred stock sold or the listing price of the Company’s common stock upon consummation of a SPAC transaction or IPO. | |||||||||
Third SAFE Note [Member] | Investor [Member] | ||||||||||
Cash received from single investor | $ 200,000 | |||||||||
[1]These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, Investments-Equity Securities, |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - Unsecured Notes Payable [Member] - Stardust Power Inc [Member] - USD ($) | Dec. 31, 2025 | Jul. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 840,000 | $ 1,000,000 | $ 1,000,000 | ||
Debt instrument, interest rate | 3.71% | ||||
Related Party [Member] | Subsequent Event [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 840,000 | ||||
Vikasa Clean Energy I L P [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 160,000 | $ 160,000 | |||
Energy Transition Investors L L C And Roshan Pujari [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 840,000 | ||||
Energy Transition Investors L L C And Roshan Pujari [Member] | Forecast [Member] | |||||
Short-Term Debt [Line Items] | |||||
Notes payable | $ 840,000 |
SHORT TERM LOAN (Details Narrat
SHORT TERM LOAN (Details Narrative) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Nov. 19, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Short term borrowings | $ 49,143 | $ 72,967 | ||
Interest expense | $ 103 | $ 1,289 | 7,828 | |
Financing Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Short term borrowings | $ 80,800 | |||
Debt instrument, payment terms | The debt is payable in monthly installments of $ 8,389 per month for 10 months. | |||
Monthly installments | $ 8,389 | |||
Debt instrument, interest rate | 8.25% | |||
Carrying amount | $ 72,967 | |||
Interest expense | $ 717 |
SCHEDULE OF GENERAL AND ADMINIS
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Professional and consulting fees | $ 238,030 | $ 1,586,680 | ||
Legal and book-keeping services | 347,835 | |||
Payroll and related taxes | 443,672 | |||
Marketing and advertisement | 119,363 | |||
Other | 178,148 | |||
General and administrative expenses | $ 245,402 | $ 1,235,366 | $ 2,675,698 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Short-term lease expense | $ 24,425 |
SCHEDULE OF COMPUTER AND EQUIPM
SCHEDULE OF COMPUTER AND EQUIPMENT (Details) - Stardust Power Inc [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Restructuring Cost and Reserve [Line Items] | ||
Computer and equipment | $ 1,974 | |
Accumulated depreciation | (6) | |
Computer and equipment net | $ 4,915 | $ 1,968 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME/LOSS BEFORE INCOME TAXES (Details) | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Stardust Power Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Loss before income taxes | $ (3,793,585) |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX (Details) - Stardust Power Inc [Member] | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Tax (benefit) at U.S. statutory rates | $ (796,653) |
State tax (benefit), net of federal tax effect | (28,171) |
SPAC exploration expenses | 94,524 |
SAFE note expenses | 142,485 |
Other | 9,171 |
Change in valuation allowance | 578,644 |
Provision (benefit) for income taxes |
SCHEDULE OF EFFECTIVE INCOME TA
SCHEDULE OF EFFECTIVE INCOME TAX RATE (Details) - Stardust Power Inc [Member] | 10 Months Ended |
Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
Tax (benefit) at U.S. statutory rates | 21% |
State tax (benefit), net of federal tax effect | 0.74% |
SPAC exploration expenses | (2.49%) |
SAFE note expenses | (3.76%) |
Other | (0.24%) |
Change in valuation allowance | (15.25%) |
Provision (benefit) for income taxes | 0% |
SCHEDULE OF COMPONENTS OF DEFER
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - Stardust Power Inc [Member] | Dec. 31, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Net operating loss | $ 1,715 |
Land acquisition costs | 52,584 |
Start-up expenses | 524,208 |
Accruals and other | 137 |
Total deferred tax assets | 578,644 |
Valuation allowance | (578,644) |
Net current deferred tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - Stardust Power Inc [Member] | 10 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Effective income tax percentage | 0% |
Deferred tax assets valuation allowance | $ 578,644 |
Federal net operating loss carryforwards | 7,736 |
State net operating loss carryforwards | $ 2,852 |
SCHEDULE OF EXPENSES WITH RELAT
SCHEDULE OF EXPENSES WITH RELATED PARTIES (Details) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended |
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
7636 Holdings LLC | $ 96,806 | $ 1,332,019 | |
Total consulting expenses | 96,806 | 1,332,019 | |
Total other expenses paid on the Company’s behalf | 35,049 | 44,186 | |
Total | 131,855 | 1,376,205 | |
Vikasa Capital Partners LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
7636 Holdings LLC | 85,000 | 980,000 | |
Total consulting expenses | 85,000 | 980,000 | |
Total other expenses paid on the Company’s behalf | 4,198 | 9,868 | |
Seven Six Three Six Holdings LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
7636 Holdings LLC | 11,806 | 180,806 | |
Total consulting expenses | 11,806 | 180,806 | |
Vikasa Capital LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
7636 Holdings LLC | 171,213 | ||
Total consulting expenses | 171,213 | ||
Total other expenses paid on the Company’s behalf | $ 30,851 | $ 34,318 |
SCHEDULE OF RELATED PARTIES (De
SCHEDULE OF RELATED PARTIES (Details) - Stardust Power Inc [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended |
Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Notes obtained from related parties | $ 1,000,000 | $ 1,000,000 | |
Notes obtained and repaid to related parties | 1,000,000 | 1,000,000 | |
Roshan Pujari | 7,111 | ||
Interest expense | 7,111 | ||
Energy Transition Investors LLC [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Notes obtained from related parties | 750,000 | 750,000 | |
Notes obtained and repaid to related parties | 750,000 | 750,000 | |
Roshan Pujari | 5,333 | ||
Interest expense | 5,333 | ||
Vikasa Clean Energy LLP [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Notes obtained from related parties | 160,000 | 160,000 | |
Notes obtained and repaid to related parties | 160,000 | 160,000 | |
Roshan Pujari | 103 | 1,138 | |
Interest expense | 103 | 1,138 | |
Roshan Pujari [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Notes obtained from related parties | 90,000 | 90,000 | |
Notes obtained and repaid to related parties | $ 90,000 | 90,000 | |
Roshan Pujari | 640 | ||
Interest expense | $ 640 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Stardust Power Inc [Member] - USD ($) | Apr. 24, 2024 | Mar. 15, 2024 | Mar. 13, 2024 | Feb. 07, 2024 | Jan. 01, 2024 | Nov. 21, 2023 | Oct. 10, 2023 | Jun. 08, 2023 | Mar. 22, 2024 | Feb. 23, 2024 | Jan. 10, 2024 |
Subsequent Event [Line Items] | |||||||||||
Nonrefundable option purchase of land | $ 75,000 | $ 25,000 | |||||||||
Equity issued amount | $ 75,000 | $ 25,000 | |||||||||
Convertible equity converted into shares | 55,889 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Nonrefundable option purchase of land | $ 1,562,030 | ||||||||||
Subsequent Event [Member] | Usha Resources Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Ownership percentage | 90% | ||||||||||
Subsequent Event [Member] | IGX Minerals LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity issued amount | $ 30,000 | ||||||||||
Notes Payable | $ 235,000 | ||||||||||
[custom:PromissoryNoteTerm] | 24 months | ||||||||||
[custom:PromissoryNoteInterestRate] | 6% | ||||||||||
Subsequent Event [Member] | Usha Resources Inc [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity issued amount | $ 25,000 | ||||||||||
Subsequent Event [Member] | Usha Resources Inc [Member] | Second Payment [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity issued amount | $ 50,000 | ||||||||||
Subsequent Event [Member] | American Investor Group Direct LLC [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Debt | $ 2,000,000 | ||||||||||
Subsequent Event [Member] | SAFE Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Equity issued amount | $ 200,000 | ||||||||||
Subsequent Event [Member] | Equity Line Of Credit Agreement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Contingent commitment | $ 15,000,000 | ||||||||||
Subsequent Event [Member] | Convertible Equity Agreements [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Convertible Debt | $ 100,000 | ||||||||||
Convertible equity converted into shares | 55,889 | ||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Compensation percentage | 1% | ||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Compensation percentage | 80% | ||||||||||
Subsequent Event [Member] | Michael Circelli [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Received shares of common stock | 150,000 |