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General Purpose Acquisition Corp.

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Business Summary

Stardust Power Inc. is a U.S.-based development stage company focused on becoming a leading producer of battery-grade lithium carbonate (BGLC) to foster energy independence in the United States. The company is currently developing a large-scale lithium refinery in Muskogee, Oklahoma, which is expected to have a capacity of up to 50,000 metric tons per annum (tpa) of BGLC once fully operational . Stardust Power's mission emphasizes sustainability throughout its process, from feedstock sourcing to refinery operations, aiming to minimize air emissions and water usage . The company plans to sell its products to battery manufacturers, the United States' defense industrial base, and Western original equipment manufacturers (OEMs) .

The core business model of Stardust Power is centered on the midstream refinement process of lithium. The company intends to generate revenue from the sale of BGLC, primarily targeting the energy storage systems (ESS) and electric vehicle (EV) markets . Stardust Power's strategy involves establishing a large central refinery optimized for multiple inputs of lithium chloride feedstock, differentiating itself by treating a broader set of contaminants and blending different sources of feedstock to produce a consistent product . The company anticipates sourcing lithium chloride feedstock from various suppliers, including oilfield brines, salt flats, geothermal brines, and produced water, and may make upstream investments to secure additional feedstock .

Stardust Power is developing its refinery in a phased approach. Phase 1 involves the construction of a production line with an expected capacity of up to 25,000 metric tpa of BGLC . This phase also includes building essential shared infrastructure such as storage facilities and road networks . The total estimated cost for Phase 1 of the refinery is approximately $500 million, including direct and indirect costs and contingencies, based on an Association for the Advancement of Cost Engineering (AACE) Class 5 Level study . Phase 2 plans for the addition of a second production line, mirroring the first, to reach a total capacity of up to 50,000 metric tpa .

For the fiscal year ended December 31, 2025, Stardust Power reported no revenue . The company incurred a net loss of $15,723,636 , an improvement from the net loss of $23,753,863 for the year ended December 31, 2024. Operating loss for 2025 was $(16,083,206) , compared to $(17,972,828) in 2024. Basic and diluted EPS for 2025 were both $(2.13) , compared to $(5.55) for 2024. Cash and equivalents stood at $3,480,151 as of December 31, 2025, up from $912,574 at December 31, 2024. Total liabilities were $17,588,975 as of December 31, 2025, a decrease from $28,408,921 in 2024. The company had an accumulated deficit of $68,342,584 and a total stockholders' deficit of $5,813,683 as of December 31, 2025. Net cash used in operating activities for the year ended December 31, 2025, was $8,275,679 .

Year-over-year, general and administrative expenses decreased by $1,889,622 , or 11% , from $17,972,828 in 2024 to $16,083,206 in 2025, primarily due to lower professional and consulting fees and legal fees, partially offset by higher personnel and related taxes . Interest expense increased by $136,449 , or 270% , to $186,903 in 2025 from $50,454 in 2024. Finance charges decreased significantly by $7,246,658 , or 96% , from $7,579,713 in 2024 to $333,055 in 2025. The change in fair value of sponsor earnout shares decreased by $3,548,200 , or 87% , from $4,076,200 in 2024 to $528,000 in 2025. The change in fair value of warrant liability increased by $1,920,543 , or 376% , from $(511,342) in 2024 to $1,409,201 in 2025.

Significant operational developments during the period include the completion of the purchase of a 66-acre site in Muskogee, Oklahoma, for $1,662,030 on December 16, 2024 . The company also entered into an exclusive license agreement with KMX Technologies, Inc. on February 7, 2025, for the use of KMX's vacuum membrane distillation technology for lithium concentration across the United States, Canada, and select international markets, in exchange for 50,000 shares of Common Stock . Stardust Power also completed an FEL-3 report in August 2025, which delivered an advanced design for Phase 1 of the refinery, targeting 25,000 mtpa of battery-grade lithium with estimated capital expenditures of approximately $500 million . The company entered into non-binding letters of intent for lithium chloride supply with Prairie Lithium Limited for 6,000 metric tpa and Mandrake Resources Limited for 7,500 metric tpa in October 2025. Additionally, a non-binding letter agreement was signed with Sumitomo Corporation of Americas on January 28, 2025, contemplating a long-term commercial offtake agreement for 20,000 metric tons of lithium carbonate per year, with potential to increase to 25,000 metric tons .

Business Outlook

Stardust Power has not yet generated any revenue and is a development stage company, therefore, no formal revenue, margin, or EPS guidance for the upcoming period has been issued. The company's management expects operating losses and negative cash flows to continue and potentially increase from the December 31, 2025, levels due to ongoing capital expenditures and expenses related to facility development and operations .

A major growth area for Stardust Power is the development of its lithium refinery in Muskogee, Oklahoma. The company plans a phased approach, with Phase 1 targeting an annual production capacity of up to 25,000 metric tpa of BGLC . The total estimated capital expenditure for Phase 1 is approximately $500 million , with construction expected to take around 24 months from the start of major work to mechanical completion . This refinery is designed to be optimized for multiple lithium chloride inputs, allowing for feedstock flexibility from various sources like oilfield brines, salt flats, geothermal brines, and produced water . This "hub and spoke" model is intended to enhance scalability and resiliency by minimizing dependence on a single supply source .

Another significant growth vector is the strategic partnerships and agreements for feedstock supply and product offtake. The company has entered into non-binding letters of intent with Prairie Lithium Limited for the supply of 6,000 metric tpa of LCE in the form of lithium chloride and with Mandrake Resources Limited for 7,500 metric tpa of LCE in the form of lithium chloride . These agreements are crucial for securing the necessary raw materials for the refinery. On the demand side, a non-binding letter agreement with Sumitomo Corporation of Americas contemplates a long-term commercial offtake agreement for 20,000 metric tons of lithium carbonate per year, with potential to increase to 25,000 metric tons . These agreements, if finalized, are expected to provide a stable foundation for future revenue generation.

Operationally, the company's outlook includes a focus on minimizing technology risk by utilizing commercially proven technologies in its refinery design . The engagement of specialized engineering firms like Hatch Ltd. and Primero USA, Inc. for preliminary readiness assessments and FEL-3 engineering services is part of this strategy . The company also holds an exclusive license agreement with KMX Technologies, Inc. for its vacuum membrane distillation technology, which is intended for use in the company's refining and upstream operations to enhance efficiency and sustainability . The refinery is expected to be engineered for a zero-liquid-discharge system, aiming to purify and recycle liquid byproducts for reuse, thereby minimizing environmental impact and conserving water .

Planned capital allocation for the refinery project is expected to be financed through a mix of debt, equity, and potential government grants . The company has recently secured up to $10,000,000 in common stock sales through a purchase agreement with B. Riley Principal Capital II, LLC, subsequent to year-end . Additionally, a senior secured convertible debt financing of up to $15,000,000 was entered into with Lind Global Asset Management XIII LLC in December 2025, with an initial drawdown of approximately $4,000,000 . Stardust Power has also received an illustrative incentive analysis for up to $257 million in performance-based incentives from the State of Oklahoma, contingent on meeting certain criteria .

Management has explicitly flagged several structural headwinds and execution risks. There is substantial doubt about the company's ability to continue as a going concern due to significant operating losses and an accumulated deficit of approximately $68.34 million as of December 31, 2025, and the need to raise additional capital in the near term . The company's ability to secure adequate and timely financing on acceptable terms is a critical risk . Furthermore, the non-binding nature of current supply and offtake agreements means there is no guarantee they will culminate in definitive agreements, which could harm commercial prospects . The volatility in lithium prices and the potential development of alternative battery technologies that do not utilize lithium inputs could also adversely affect market demand for the company's products .

Geographic, regulatory, and macro factors also pose constraints. The company's ability to qualify for and receive federal and state grants and incentives is uncertain, with potential delays or changes in governmental policies, as exemplified by the executive order pausing disbursements from the Bipartisan Infrastructure Law and Inflation Reduction Act . The automotive industry, which drives much of the lithium demand, is competitive, cyclical, and volatile, with recent moderation in EV adoption growth in the U.S. . Unstable market and macroeconomic conditions, including inflation, high interest rates, and geopolitical instability, could seriously affect the business .

Risk Factors

Stardust Power faces material risks including substantial doubt about its ability to continue as a going concern, evidenced by an accumulated deficit of approximately $68.34 million as of December 31, 2025, and negative operating cash flow of approximately $8.28 million for the year ended December 31, 2025, necessitating significant capital raises. The company's reliance on non-binding letters of intent for feedstock supply and product offtake, such as the agreement with Sumitomo contemplating 20,000 metric tons of lithium carbonate per year , introduces uncertainty regarding future commercial prospects and could lead to less favorable terms or abandonment of agreements. Volatility in lithium prices, which peaked at over $80,000 per ton in December 2022 but declined to just over $10,000 per ton as of March 2025 , poses a significant market risk, potentially impacting profitability and the economic viability of the refinery. Furthermore, the company's ability to qualify for and receive up to $257 million in performance-based incentives from the State of Oklahoma and potential federal grants is subject to meeting milestones and is vulnerable to changes in governmental policies, as highlighted by the executive order pausing disbursements from the Bipartisan Infrastructure Law and Inflation Reduction Act. Operational risks include potential delays in the construction of the $500 million Phase 1 refinery, procurement issues, and workforce sourcing challenges, which could adversely affect timelines and capital expenditures. The company also faces competition from well-capitalized incumbents in the lithium processing sector and the potential for low-cost producers to disrupt the market, particularly from foreign jurisdictions, which could make Stardust Power's future pricing less competitive.

Management Priorities

Management's message to shareholders conveys a tone of strategic development and cautious optimism, emphasizing the company's mission to secure U.S. energy leadership through sustainable BGLC production. They highlight the ongoing development of a large-scale lithium refinery in Muskogee, Oklahoma, with an expected capacity of up to 50,000 metric tpa once fully operational. Management acknowledges the substantial doubt about the company's ability to continue as a going concern, citing an accumulated deficit of approximately $68,342,584 as of December 31, 2025, and negative operating cash flow of approximately $8,275,679 for the year ended December 31, 2025, and explicitly states the need to raise additional capital through equity or borrowings to fund operating and investing activities . The three strategic priorities emphasized for the period ahead are: first, reducing technology risk by utilizing commercially proven technologies and engaging specialized partners like Hatch Ltd. and Primero USA, Inc. ; second, ensuring feedstock flexibility through a "hub and spoke" refinery model optimized for multiple lithium chloride inputs and pursuing upstream investments and partnerships ; and third, securing long-term offtake agreements, as exemplified by the non-binding letter agreement with Sumitomo contemplating 20,000 metric tons of lithium carbonate per year from the first production line.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Company Overview and History
  2. [2] Item 1, Business — Our Strategy
  3. [3] Item 1, Business — Company Overview and History
  4. [4] Item 7, MD&A — Components of Results of Operations
  5. [5] Item 1, Business — Refinery
  6. [6] Item 1, Business — Supply Feedstock
  7. [7] Item 1, Business — Refinery
  8. [8] Item 1, Business — Phased Approach
  9. [9] Item 7, MD&A — Engineering Agreement
  10. [10] Item 1, Business — Phased Approach
  11. [11] Item 8, Consolidated Statements of Operations
  12. [12] Item 8, Consolidated Statements of Operations
  13. [13] Item 8, Consolidated Statements of Operations
  14. [14] Item 8, Consolidated Statements of Operations
  15. [15] Item 8, Consolidated Statements of Operations
  16. [16] Item 8, Consolidated Statements of Operations
  17. [17] Item 8, Consolidated Statements of Operations
  18. [18] Item 8, Consolidated Balance Sheets
  19. [19] Item 8, Consolidated Balance Sheets
  20. [20] Item 8, Consolidated Balance Sheets
  21. [21] Item 8, Consolidated Balance Sheets
  22. [22] Item 8, Consolidated Balance Sheets
  23. [23] Item 8, Consolidated Balance Sheets
  24. [24] Item 8, Consolidated Statements of Cash Flows
  25. [25] Item 7, MD&A — General and Administrative Expenses
  26. [26] Item 7, MD&A — General and Administrative Expenses
  27. [27] Item 7, MD&A — General and Administrative Expenses
  28. [28] Item 7, MD&A — General and Administrative Expenses
  29. [29] Item 7, MD&A — General and Administrative Expenses
  30. [30] Item 7, MD&A — Interest expense
  31. [31] Item 7, MD&A — Interest expense
  32. [32] Item 8, Consolidated Statements of Operations
  33. [33] Item 8, Consolidated Statements of Operations
  34. [34] Item 7, MD&A — Finance charges
  35. [35] Item 7, MD&A — Finance charges
  36. [36] Item 8, Consolidated Statements of Operations
  37. [37] Item 8, Consolidated Statements of Operations
  38. [38] Item 7, MD&A — Change in fair value of sponsor earnout shares
  39. [39] Item 7, MD&A — Change in fair value of sponsor earnout shares
  40. [40] Item 8, Consolidated Statements of Operations
  41. [41] Item 8, Consolidated Statements of Operations
  42. [42] Item 7, MD&A — Change in fair value of warrant liability
  43. [43] Item 7, MD&A — Change in fair value of warrant liability
  44. [44] Item 8, Consolidated Statements of Operations
  45. [45] Item 8, Consolidated Statements of Operations
  46. [46] Item 1, Business — The Site
  47. [47] Item 1, Business — The Site
  48. [48] Item 1, Business — Exclusive Concentration Technology License
  49. [49] Item 7, MD&A — Engineering Agreement
  50. [50] Item 1, Business — Prairie Letter of Intent
  51. [51] Item 1, Business — Mandrake Letter of Intent
  52. [52] Item 1, Business — Customers
  53. [53] Item 1A, Risk Factors — Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.
  54. [54] Item 1, Business — Refinery
  55. [55] Item 7, MD&A — Engineering Agreement
  56. [56] Item 7, MD&A — Engineering Agreement
  57. [57] Item 1, Business — Supply Feedstock
  58. [58] Item 1, Business — Stardust Power's Position Relative to Competitors
  59. [59] Item 1, Business — Prairie Letter of Intent
  60. [60] Item 1, Business — Mandrake Letter of Intent
  61. [61] Item 1, Business — Customers
  62. [62] Item 1, Business — Our Strategy
  63. [63] Item 1, Business — Our Strategy
  64. [64] Item 1, Business — Exclusive Concentration Technology License
  65. [65] Item 1, Business — Zero-Liquid Discharge
  66. [66] Item 1, Business — Financing
  67. [67] Item 7, MD&A — Sources of Liquidity and Going Concern
  68. [68] Item 7, MD&A — Sources of Liquidity and Going Concern
  69. [69] Item 7, MD&A — Sources of Liquidity and Going Concern
  70. [70] Item 7, MD&A — Sources of Liquidity and Going Concern
  71. [71] Item 1, Business — State Incentives
  72. [72] Item 1, Business — State Incentives
  73. [73] Item 1A, Risk Factors — Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.
  74. [74] Item 1A, Risk Factors — Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.
  75. [75] Item 1A, Risk Factors — We depend on our ability to successfully access the capital and financial markets.
  76. [76] Item 1A, Risk Factors — We may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters of intent for supply and offtake agreements, which could harm our commercial prospects.
  77. [77] Item 1A, Risk Factors — Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may adversely affect the market for lithium.
  78. [78] Item 1A, Risk Factors — We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all.
  79. [79] Item 1A, Risk Factors — Our future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally competitive, cyclical and volatile.
  80. [80] Item 1A, Risk Factors — Unstable market and macroeconomic conditions, including tariffs or trade policy, may have serious adverse consequences on our business, financial condition and stock price.
  81. [81] Item 1A, Risk Factors — Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.
  82. [82] Item 1A, Risk Factors — Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern.
  83. [83] Item 1A, Risk Factors — We may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters of intent for supply and offtake agreements, which could harm our commercial prospects.
  84. [84] Item 1, Business — Lithium Market Current Dynamics
  85. [85] Item 1A, Risk Factors — We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all.
  86. [86] Item 7, MD&A — Engineering Agreement
  87. [87] Item 1, Business — Company Overview and History
  88. [88] Item 7, MD&A — Sources of Liquidity and Going Concern
  89. [89] Item 7, MD&A — Sources of Liquidity and Going Concern
  90. [90] Item 7, MD&A — Sources of Liquidity and Going Concern
  91. [91] Item 1, Business — Our Strategy
  92. [92] Item 1, Business — Our Strategy
  93. [93] Item 1, Business — Customers

Analysis on 5/21/2026