| BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 10 Months Ended | 12 Months Ended |
| Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2023 |
| 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 (Note 1). 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) Income per Ordinary 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 10,557,453 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 June 30, 2024 Six months ended June 30, 2024
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 $ (2,075,000 ) $ (100,000 ) $ (2,688,000 ) $ (1,946,000 )
Denominator:
Basic and diluted weighted average Ordinary Shares: 8,796,000 425,000 5,472,000 3,963,000
Basic and diluted (loss) income per Ordinary Share $ (0.24 ) $ (0.24 ) $ (0.49 ) $ (0.49 )
Three months ended June 30, 2023 Six months ended June 30, 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 $ 730,000 $ 1,392,000 $ 1,267,000 $ 1,769,000
Denominator:
Basic and diluted weighted average Ordinary Shares: 3,932,000 7,500,000 5,372,000 7,500,000
Basic and diluted (loss) income per Ordinary Share $ 0.19 $ 0.19 $ 0.24 $ 0.24 | | Net
Income per Ordinary Share: Net (Loss) 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 June 30, 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 June 30, 2024 and December 31, 2023, the carrying values of
cash, prepaid expenses, accounts payable, accrued expenses and promissory notes payable – related party (including the
extension promissory note) 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
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 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 On
June 27, 2024, in connection with the Special Meeting to approve the Business Combination and other related matters, the holders
of 1,660,035 11.38 18,893,209 1,794,585 134,550 on July 3, 2024 holders of 2,877 GPAC II Class A Ordinary Share , resulting in a total of 137,427 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, 134,550 3,931,719 Public
Shares subject to possible redemption consist of the following: 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
Less: Public Shares redeemed on June 27, 2024 (18,893,000 ) (1,660,035 )
Plus: Accretion of carrying value to redemption value 215,000 -
Balance at June 30, 2024 (unaudited) $ 1,531,000 134,550 | | 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
Less: Public Shares redeemed, value
Less: Public Shares redeemed, shares
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 June 30, 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 June 30, 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 unaudited condensed consolidated financial statement have
been recognized or disclosed. On
July 8, 2024, GPAC II completed its Business Combination with Stardust Power. Refer to notes 1 and 3 for details. GPAC II
deregistered as a Cayman Islands exempted company and domesticate as a 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. With the consummation of the business combination, the underwriters waived their commission fees. | | 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 | 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 And Subsidiary [Member] | | | |
| 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 June 30, 2024, its condensed consolidated
statements of operations, stockholders’ deficit for the three and six months ended June 30, 2024, three months
ended June 30, 2023 and for the period March 16, 2023 (since inception) through June 30, 2023 and condensed statement of cashflows
for six months ended June 30, 2024 and for the period March 16, 2023 (since inception) through June 30, 2023. Certain information
and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted
pursuant to such rules and regulations. As such, the information included in this report should be read in conjunction with 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
condensed consolidated balance sheet as of December 31, 2023 included herein was derived from the audited financial statements as of
that date but does not include all disclosures including notes required by U.S. GAAP. 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) Income per Ordinary Share | Net
Loss per Share Net (Loss) Income per Ordinary 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
June
30, 2024 June
30, 2023 Six
months ended Period
from March
16, 2023 (inception)
through June
30, 2023
Numerator:
Net loss $ (2,694,362 ) $ (1,739,280 ) $ (4,093,575 ) $ (1,984,785 )
Denominator:
Weighted average shares outstanding 8,686,350 8,757,603 8,677,870 8,755,120
Net
loss per share, basic and diluted $ (0.31 ) $ (0.20 ) $ (0.47 ) $ (0.23 ) 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
June
30, 2024 June
30, 2023
Unvested common stock – shares
(Note 3) 322,542 226,625 | Net
Loss per Share Net (Loss) Income per Ordinary 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, simple agreement for future equity note (“SAFE
note”) and convertible notes. 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. | |
| Recent Accounting Pronouncements | Recently
Issued Accounting Pronouncements Not Yet Adopted Recent Accounting Pronouncements The
Company has reviewed the accounting pronouncements issued during the six months ended June 30, 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 Recent Accounting Pronouncements 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 a net loss of $ 2,694,362 4,093,575 7,887,160 7,710,413 Stardust
Power Inc. and Subsidiary NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As
of June 30, 2024 the Company has $ 641,966 10,075,000 1,481,835 7,550,717 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 year. These unaudited condensed 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. Summary
of Significant Accounting Policies The
significant accounting policies applied in the Company’s audited consolidated financial statements as of and for the period
March 16, 2023 (inception) through December 31, 2023, 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 fees and advisory and consulting fees, are
deferred until consummation/completion of the proposed public offering. The Company has deferred $ 2,829,196 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. Stardust
Power Inc. and Subsidiary NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | 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, the latest financial position of the 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 and IGX Minerals LLC (“IGX”), 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 Stardust, and other factors. In connection with the entering into the non-binding
IGX LOI, Stardust has paid a non-refundable payment of $ 30,000 235,000 6% On
March 15, 2024, Stardust 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 contemplated transaction is
subject to entering into a definitive agreement, due diligence by Stardust, and other factors. Stardust has made a non-refundable payment
of $ 25,000 50,000 26,025,000 18,025,000 8,000,000 Stardust
Power Inc. and Subsidiary NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) | 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 | |
| Pre-acquisition capital project costs | Pre-acquisition capital project costs 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 33,333 701,886 33,333 | | |
