Stardust Power Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
SDST$0.01-29.0%Stored close · as of Oct 22, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023175
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037856
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 147 previous paragraphs and 156 current paragraphs.
100 unchanged; 35 reworded; 21 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Key Business Metrics
Current report
Further, since we are yet to generate revenue, we do not currently utilize non-GAAP financial measures such as EBITDA or EBITDA margin. To the extent we introduce any non-GAAP financial measures in future periods, we will provide the disclosures required by Item 10(e) of Regulation S-K, including a reconciliation to the most directly comparable financial measure calculated in accordance with U.S. GAAP.
Current report
Interest expense is currently comprised primarily of amortization of debt discount and issuance costs associated with the 2025 Convertible Note issued in December 2025 (see Note 8). Interest expense has also historically included interest on insurance premium financing with AFCO Insurance Premium Finance and on promissory notes issued under various Term Sheets, including notes with related parties (see Note 11). Both the insurance premium financing and the Term Sheet notes were fully repaid during fiscal year 2025 and no longer contribute to interest expense in the current period. Interest expense may also include interest charged by vendors on overdue invoices, when applicable.
Current report
Loss on sale of investments in equity securities
Current report
Loss on sale of investment in equity securities relates to realized loss on sale of investment in equity securities of IRIS Metals. The sale was made in response to evolving market conditions and liquidity needs.
Current report
Loss on write-off of promissory note and deposit
Current report
Loss on write-off of promissory note and deposit relates to the write-off of a promissory note and deposit made in connection with a previously contemplated strategic partnership with IGX and Usha Resources. The likelihood of entering into definitive agreements with them had diminished significantly during the quarter, and based on an updated assessment, these amounts were deemed uncollectible.
Current report
Loss on extinguishment of liability, net
Current report
For the three months ended June 30, 2026, general and administrative expenses increased compared to the three months ended June 30, 2025, primarily due to an increase in Professional and consulting fees mainly driven by reversal of stock-based compensation of a consultant due to forfeiture during the three months ended June 30, 2025, which did not occur in the current quarter. The increase was partially offset by lower employee-related costs driven by a decrease in stock-based compensation expense of employees, a decrease in legal fees due to the appointment of in-house general counsel and reduced SEC filings during the three months ended June 30, 2026.
Current report
Loss on sale of investments in equity securities
Current report
During the three and six months ended June 30, 2025, the Company recorded a loss of $95,178 in connection with the sale of investment in equity securities. These securities were originally acquired as part of a broader investment strategy but were sold during the quarter ended June 30, 2026 in response to evolving market conditions and liquidity needs. The loss reflects the decline in market value relative to the carrying amount at the time of sale. The Company did not sell any investment in equity securities during the three and six months ended June 30, 2026.
Current report
Loss on write-off of promissory note and deposit
Current report
During the three and six months ended June 30, 2025, the Company recorded a loss of $182,481 and $50,000 related to the write-off of a promissory note and deposit associated with a previously contemplated strategic partnership with IGX and Usha Resources, respectively. The arrangement was terminated during the quarter, and based on an updated assessment these amounts were deemed uncollectible. Accordingly, the full balance was written off and recognized as a non-operating loss. No such write off was noted during the three and six months ended June 30, 2026.
Current report
Loss on extinguishment of liability, net
Current report
For the three and six months ended June 30, 2026, we recognized a loss on extinguishment of liability of $127,381 and $122,409, respectively, on settlement of the 2025 Convertible Note monthly installment through issuance of Repayment Shares. The loss reflects the difference between the installment amount and the fair value of the Repayment Shares as of the date of issuance. This is partially offset by credit received against a vendor payable balance. For the three and six months ended June 30, 2025, there was no loss or gain recognized on extinguishment of liability.
Current report
Other short-term loans
Current report
Our short-term loans with Endurance Antarctica Partners II, LLC and under the Term Sheets (including DRE Chicago LLC, a related party) are described in Note 11, Related Party Transactions, included elsewhere in this quarterly report and described in greater detail in Note 7 to our Form 10-K. Both arrangements were fully repaid, together with accrued interest, as of December 31, 2025, and carried no balance as of June 30, 2026. The Company recognized interest expense of $103,938 towards other short-term loans on the accompanying unaudited condensed consolidated statements of operations for the six months ended June 30, 2025.
Current report
For the six months ended June 30, 2025, net cash used in investing activities was $2,217,068, primarily representing $2,278,760 on account of capital project costs related to construction of the refinery offset partially by $78,311 proceeds from sale of investments in equity securities.
Current report
We previously entered into a consulting agreement and loan arrangement with DRE Chicago LLC (“DRE Chicago”), whose principal, Paramita Das, was our former Chief Strategy Officer and Senior Advisor to the Chief Executive Officer as described in our Form 10-K. We recognized interest expense of $7,187 during the six months ended June 30, 2025. The loan was fully repaid, together with accrued interest, as of December 31, 2025, and 52,374 warrants, remain outstanding. DRE Chicago’s loan was entered into as part of a larger $1,800,000 Term Sheets facility with several lenders, which was fully repaid, together with accrued interest, as of December 31, 2025. Ms. Das terminated her employment with us in November 2025 and is no longer considered a related party as of June 30, 2026.
Current report
We previously entered into a loan arrangement with Endurance Antarctica Partners II, LLC (“Endurance”), an affiliate of a director at the time and a shareholder, as described in our Form 10-K. We recognized interest expense of $51,042 during the six months ended June 30, 2025. The loan was fully repaid, together with accrued interest, as of December 31, 2025, and 488,826 warrants, remain outstanding. As of the date of this quarterly report, the Endurance-affiliated individual is no longer a member of our board of directors.
Current report
We previously entered into unsecured notes payable with three related parties. These notes payable provided us the ability to draw up to $1,000,000, in aggregate. In June 2025, we drew $250,000 from Energy Transition Investors LLC, and subsequently repaid the drawn amount by quarter ended June 30, 2025. We had accrued interest of $422 during the three months ended June 30, 2025 on the drawn amount and subsequently paid the interest in January 2026.
Removed paragraphs (12)
Previous report
Key Business Metrics, Non-GAAP Measures
Previous report
Further, since we are yet to generate revenue, non-GAAP measures such as EBITDA and EBITDA margins, cannot be captured currently, but will be stated once we have commenced commercial production and selling of battery grade lithium to our intended customers.
Previous report
Interest expense is comprised of interest payable on the Insurance Funding loans, short-term loans, interest charged by vendors on overdue invoices and amortization expense related to the expense incurred and discount recorded in connection with the issuance of the 2025 Convertible Note in December 2025.
Previous report
We issued Term Sheets to several lenders, providing for loans in the aggregate principal amount of $3,550,000, bearing interest at a rate of 15% per year, and maturing in March 2025. This debt was fully paid off as of December 31, 2025.
Previous report
Gain on extinguishment of liability
Previous report
Gain on extinguishment of liability
Previous report
For the three months ended March 31, 2026, we recognized gain on extinguishment of liability of $4,972 which represents the credit received against a vendor payable balance, with no comparable gain for the same period in 2025.
Previous report
Short-term loans
Previous report
In December 2024, we entered into a binding Term Sheet (the “Endurance Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”), a related party, providing for a loan (the “Endurance Loan”) in the aggregate principal amount of $1,750,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Endurance Maturity Date”). We agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance received warrants of up to 50% of Common Stock issued as an Equity Kicker, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement terms. As of December 31, 2025, we have fully repaid the principal amount of $1,750,000 along with the accrued interest of $70,000 and issued 97,765 shares of Common Stock and 488,826 warrants to Endurance.
Previous report
In December 2024, we entered into binding Term Sheets (the “Investor Term Sheets”) with several lenders including DRE Chicago, LLC, a related party (“DRE Chicago” and collectively with the other lenders, the “Investors”), providing for loans (the “Investor Loans”) in the aggregate principal amount of $1,800,000, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Investor Maturity Date”). We agreed to issue to the Investors an aggregate of $2,700,000 in Common Stock as an Equity Kicker In addition, the Investors received warrants of up to 50% of Common Stock issued as an Equity Kicker, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement terms. As of December 31, 2025, we have fully repaid the principal amount of $1,800,000 along with the accrued interest of $67,146 and issued 75,418 shares of Common Stock and 377,092 warrants to the Investors.
Previous report
On September 18, 2024, we entered into a consulting agreement in the amount of $500,000 with DRE Chicago, whose principal is Paramita Das. Ms. Das was previously our Chief Strategy Officer and Senior Advisor to our CEO. Additionally, as discussed above, in December 2024, we entered into a binding term sheet with DRE Chicago and other Investors, providing for loan in the principal amount of $250,000 to DRE Chicago, bearing interest at a rate of 15% per year, and maturing in March 2025 (the “Maturity Date”). In addition, we agreed to issue to DRE Chicago an aggregate of $375,000 in Common Stock as an Equity Kicker. In addition, DRE Chicago received warrants representing the right, exercisable within five years of the closing date, to receive up to 50% of Common Stock issued as an Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement terms. As of December 31, 2025, we have repaid the principal amount of $250,000 along with accrued interest of $9,166 and issued 10,474 shares of Common Stock and 52,374 warrants to DRE Chicago. Ms. Das terminated her employment with us in November 2025 and is no longer considered a related party as of March 31, 2026.
Previous report
As discussed above, in December 2024, we entered into the Endurance Term Sheet with Endurance to provide for the Endurance Loan. In addition, we agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance received warrants representing the right, exercisable within five years of the closing date, to receive up to 50% of Common Stock issued as an Equity Kicker, with each 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 in accordance with the private placement terms. As of December 31, 2025, we have repaid the principal amount of $1,750,000 along with accrued interest of $70,000 and issued 97,765 shares of Common Stock and 488,826 warrants to Endurance.
Reworded paragraphs (35)
Previous wording
The following discussion and analysis of the financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements for the three months ended March 31, 2026, and the related notes thereto contained elsewhere in this Quarterly Report.
Current wording
The following discussion and analysis of the financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and the related notes thereto contained elsewhere in this Quarterly Report.
Previous wording
On December 23, 2025, we entered into a Securities Purchase Agreement (the “Lind Securities Purchase Agreement”) with Lind Global Asset Management XIII LLC (“Lind”) providing for up to $15,000,000 in senior secured convertible debt financing. Simultaneously, we initially drew down gross proceeds of approximately $4,000,000 in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4,800,000 (the “2025 Convertible Note”) and a Common Stock Purchase Warrant for the purchase of approximately 411,245 shares (the “Common Stock Purchase Warrant”).
Current wording
On December 23, 2025, we entered into a Securities Purchase Agreement (the “Lind Securities Purchase Agreement”) with Lind Global Asset Management XIII LLC (“Lind”) providing for up to $15,000,000 in senior secured convertible debt financing. Simultaneously, we initially drew down gross proceeds of approximately $4,000,000 in exchange for issuance to Lind of a Senior Secured Convertible Promissory Note in the amount of $4,800,000 (the “2025 Convertible Note”) and a Common Stock Purchase Warrant for the purchase of approximately 411,245 shares (the “2025 Lind Warrant”).
Previous wording
Subsequent to the quarter end, we entered into a Letter of Intent (the “LOI”) with a single institutional investor to support project level financing for our Facility. Under the terms of the LOI, the institutional investor has indicated its intent to invest up to $150 million at the project level, with flexibility across equity, debt, and hybrid financing structures. The agreement is non-binding and outlines a framework for a potential investment, including the ability to support the financing through syndication and direct capital participation. We and the investor have also agreed to proceed through customary due diligence and negotiation of definitive agreements.
Current wording
On April 20, 2026, we entered into a Letter of Intent (the “LOI”) with a single institutional investor to support project level financing for our Facility. Under the terms of the LOI, the institutional investor has indicated its intent to invest up to $150 million at the project level, with flexibility across equity, debt, and hybrid financing structures. The agreement is non-binding and outlines a framework for a potential investment, including the ability to support the financing through syndication and direct capital participation. We and the investor have also agreed to proceed through customary due diligence and negotiation of definitive agreements, and any potential investment remains subject to satisfactory due diligence and the execution of definitive documentation and is not committed capital for purposes of liquidity or going concern analysis.
Previous wording
Subsequent to the quarter end, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agent, shares of our Common Stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 (the “Shares”). We intend to use this facility to raise capital as needed.
Current wording
On May 8, 2026, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Agent”). Pursuant to the terms of the Sales Agreement, we may sell from time to time through the Agent, shares of our Common Stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 (the “Shares”). We intend to use this facility to raise capital as needed.
Previous wording
During quarter ended March 31, 2026, we received our air quality construction permit from the Oklahoma Department of Environmental Quality (“ODEQ”) for our lithium refinery in Muskogee, Oklahoma. This key milestone represents the final significant permit required for construction and commissioning, positioning us to advance one of the largest planned lithium refineries in the United States.
Current wording
During six months ended June 30, 2026, we received our air quality construction permit from the Oklahoma Department of Environmental Quality (“ODEQ”) for our lithium refinery in Muskogee, Oklahoma. This key milestone represents the final significant permit required for construction and commissioning, positioning us to advance one of the largest planned lithium refineries in the United States.
Previous wording
On September 3, 2025, we filed a certificate of amendment to the our Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of our common stock, par value $0.0001 (“Common Stock”). Our stockholders previously approved the Reverse Stock Split at the Company’s annual meeting of stockholders held on June 9, 2025 and granted our board of directors (the “Board”) the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split. The Reverse Stock Split became effective on September 8, 2025, and our Common Stock began trading on the Nasdaq on a Reverse Stock Split-adjusted basis on September 8, 2025 at market open. The Reverse Stock Split did not decrease the number of authorized shares of Common Stock and preferred stock or otherwise affect the par value of the Common Stock. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. As a result of the Reverse Stock Split, shares of Common Stock, outstanding warrants, stock options, and restricted stock units were proportionately decreased (and the respective per share value and exercise prices, if applicable, were proportionately increased) (see Part I, Item 1, Note 2, Basis of Presentation and summary of significant accounting policies in the notes to unaudited condensed consolidated financial statements in this Quarterly Report).
Current wording
On September 3, 2025, we filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of our common stock, par value $0.0001 (“Common Stock”). Our stockholders previously approved the Reverse Stock Split at the Company’s annual meeting of stockholders held on June 9, 2025 and granted our board of directors (the “Board”) the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split. The Reverse Stock Split became effective on September 8, 2025, and our Common Stock began trading on the Nasdaq on a Reverse Stock Split-adjusted basis on September 8, 2025 at market open. The Reverse Stock Split did not decrease the number of authorized shares of Common Stock and preferred stock or otherwise affect the par value of the Common Stock. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who were otherwise entitled to receive fractional shares as a result of the Reverse Stock Split were paid cash in lieu thereof. As a result of the Reverse Stock Split, shares of Common Stock, outstanding warrants, stock options, and restricted stock units were proportionately decreased (and the respective per share value and exercise prices, if applicable, were proportionately increased) (see Part I, Item 1, Note 2, Basis of Presentation and summary of significant accounting policies in the notes to unaudited condensed consolidated financial statements in this Quarterly Report).
Previous wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other lithium brine and other brine producers, changes to existing federal and state level incentive framework, changes in regulations, and other factors discussed under the section titled “Risk Factors” in our Annual Report on Form 10-K and in this Quarterly Report. We believe the factors described below are key to our success.
Current wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other lithium brine and other brine producers, changes to existing federal and state level incentive framework, changes in regulations, and other factors discussed under the section titled “Risk Factors” in our Form 10-K and in this Quarterly Report. We believe the factors described below are key to our success.
Previous wording
We are a development stage company, and we have purchased a site in Southside Industrial Park, Muskogee, Oklahoma to build the Facility (the “Site”). We have completed a number of required site assessments and technical studies, including the critical issue analysis, Phase I ESA, geotechnical study, front-end loading (“FEL”) -1 study and FEL-3 study. Additional studies may be required as the project progresses.
Current wording
We are a development stage company, and we have purchased a site in Southside Industrial Park, Muskogee, Oklahoma to build the Facility (the “Site”). We have completed a number of required site assessments and technical studies, including the critical issue analysis, Phase I ESA, front-end loading (“FEL”) -1 study and FEL-3 study. Additional studies may be required as the project progresses.
Previous wording
Since we have yet to start the construction of our Facility and associated commercial production, we do not have financial information on key business metrics. However, based on our experience and industry knowledge, we expect the following would be key business metrics:
Current wording
Since we have yet to start the construction of our Facility and associated commercial production, we do not have financial information on key business metrics. We do not currently present any non-GAAP financial measures. However, based on our experience and industry knowledge, we expect the following would be key business metrics:
Previous wording
Change in fair value of sponsor earnout shares relates to movements in fair value of earnout shares issued to the to Global Partner Sponsor II, LLC (“Sponsor”) at the closing of the Business Combination, which have been classified as liability instruments in the condensed consolidated financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on third party valuations carried out at period end.
Current wording
Change in fair value of sponsor earnout shares relates to movements in fair value of earnout shares issued to Global Partner Sponsor II, LLC (“Sponsor”) at the closing of the Business Combination, which have been classified as liability instruments in the unaudited condensed consolidated financial statements. The earnout liability is remeasured at each reporting period based on third party valuations carried out at period end. As at June 30, 2026 and December 31, 2025, we did not identify any indicators that a change in the fair value of the Sponsor Earnout Shares last measured as of March 31, 2025, would be material, and accordingly did not perform an updated Monte Carlo valuation as of either date.
Previous wording
Change in fair value of warrant liability relates to movements in fair value of Public Warrants and Private Warrants (as defined in Note 6 of the Notes to Condensed Consolidated Financial Statements) which have been classified as liability instruments in the condensed consolidated financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on fair value at period end.
Current wording
Change in fair value of warrant liability relates to movements in fair value of Public Warrants and Private Warrants (as defined in Note 6 of the Notes to Condensed Consolidated Financial Statements) which have been classified as liability instruments in the unaudited condensed consolidated financial statements, that need to be recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on fair value at period end.
Previous wording
Gain on extinguishment of liability represents the gain recognized on the extinguishment of vendor payable balance.
Current wording
Loss on extinguishment of liability represents the loss recognized on the extinguishment of the 2025 Convertible Note balance due to payment of installment through issuance of shares, partially offset by gain on extinguishment of vendor payable balance.
Previous wording
General and administrative expenses are primarily attributable to employee-related compensation expenses representing base salary, benefits and stock-based compensation expense, fees for professional consulting fees, mainly comprising marketing advisory services, insurance costs, and other consulting and legal services. The details of these expenses are as follows:
Current wording
General and administrative expenses are primarily attributable to employee-related compensation expenses representing base salary, benefits and stock-based compensation expense, fees for professional and consulting fees, mainly comprising marketing advisory services, insurance costs, and other consulting and, legal services. The details of these expenses are as follows:
Previous wording
For the three months ended March 31, 2026, general and administrative expenses decreased compared to the three months ended March 31, 2025, primarily due to a decrease in employee related costs primarily driven by lower stock based compensation expense, a decrease in professional and consulting fees driven by decrease in stock based compensation expense for consultants and technical consultants and a decrease in accounting advisory, statutory auditor fees, and business consulting fees, as well as a decrease in legal and insurance fees. In addition, the decrease in other expenses during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily due to expenses incurred for the ground-breaking event in the prior year period, partially offset by an increase in other administrative expenses associated with our expanded operations.
Current wording
For the six months ended June 30, 2026, general and administrative expenses decreased compared to the six months ended June 30, 2025, primarily due to lower employee related costs driven by a decrease in stock-based compensation expense of employees, a decrease in legal fees due to appointment of in house general counsel and a decrease in legal services for SEC filings during six months ended June 30, 2026. The decrease was partially offset by an increase in professional and consulting fees primarily driven by reversal of stock-based compensation of a consultant due to forfeiture during the six months ended June 30, 2025.
Previous wording
For the three months ended March 31, 2026, we did not recognize any interest income, compared to $7,279 for the same period in 2025. The decrease of $7,279 is attributable to interest income earned in the prior year period on promissory notes issued in August 2024. These promissory notes, including accrued interest, were written off in fiscal year 2025 as the notes were deemed unrecoverable.
Current wording
For the three and six months ended June 30, 2026, interest income was de minimis, compared to interest income of $4,731 and $12,010 for the same periods in 2025, respectively. The decrease is attributable to interest income earned in the prior year period on promissory notes issued in fiscal year 2024. These promissory notes, including accrued interest, were written off in fiscal year 2025 as the notes were deemed unrecoverable.
Previous wording
For the three months ended March 31, 2026, interest expenses increased by $257,765 compared to three months ended March 31, 2025 primarily due to interest accretion related to convertible notes issued in December 2025, interest charged by vendors on outstanding overdue invoices, partially offset by decreases in interest expense incurred on the financing agreement forour purchase of directors’ and officers’ and other insurance policies and interest expense on other short-term loans with various lenders.
Current wording
For the three and six months ended June 30, 2026, interest expenses increased by $273,623 and $531,388, respectively, compared to the three and six months ended June 30, 2025. The increase was primarily due to interest accretion related to convertible notes issued in December 2025, interest charged by vendors on outstanding overdue invoices, partially offset by decreases in interest expense incurred on the financing agreement for our purchase of directors’ and officers’ and other insurance policies and interest expense on other short-term loans with various lenders.
Previous wording
The increase in finance charges of $28,765 for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was due to the cost incurred to enter into the B. Riley Purchase Agreement and increase in cost of the issuance of shares under the B. Riley Purchase Agreement, partially offset by a change in fair value of our make-whole provision related to the Common Stock Purchase Agreement entered into on October 7, 2024 with B. Riley Principal Capital II.
Current wording
The increase in finance charges of $66,036 and $94,800 for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, was due to the cost incurred to enter into the B. Riley Purchase Agreement and increase in cost of the issuance of shares under the B. Riley Purchase Agreement, partially offset by a change in fair value of our make-whole provision related to the Prior B. Riley Agreements entered into on October 7, 2024 with B. Riley Principal Capital II.
Previous wording
The decrease in income from the change in fair value of earnout shares by $528,000 for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was related to movements in fair value of earnout shares issued to the Sponsor, primarily driven by a decrease in quoted market price, which have been classified as liability instruments in the condensed consolidated financial statements. The fair value adjustment is recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on third party valuations carried out at period end.
Current wording
The decrease in income from the change in fair value of earnout shares by $528,000 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was related to movements in fair value of earnout shares issued to the Sponsor, primarily driven by a decrease in quoted market price, which have been classified as liability instruments in the unaudited condensed consolidated financial statements. The fair value adjustment is recorded in the unaudited condensed consolidated statement of operations for each reporting period, based on third party valuations carried out at period end.
Previous wording
The decrease in income from change in fair value of warrant liability by $2,366,748 for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was related to movements in fair value of Public and Private Warrants, which have been classified as liability instruments in the condensed consolidated financial statements, primarily driven by a decrease in quoted market price, that need to be recorded in the unaudited condensed consolidated statements of operations for each reporting period, based on fair value at period end.
Current wording
The increase in income by $79,274 for the three months ended June 30, 2026, and decrease in income by $2,287,474 for the six months ended June 30, 2026 from change in fair value of warrant liability, compared to the three and six months ended June 30, 2025, respectively, was related to movements in fair value of Public and Private Warrants, which have been classified as liability instruments in the unaudited condensed consolidated financial statements.
Previous wording
For the three months ended March 31, 2026, the fair value of investment in equity securities decreased by $5,154, compared to three months ended March 31, 2025, primarily due to fluctuations in the fair value of investments in QXR and IRIS Metals, based on readily available quoted market prices for these investments.
Current wording
For the three and six months ended June 30, 2026, the change in fair value of investment in equity securities increased by $724,716 and $719,562, respectively, compared to the three and six months ended June 30, 2025, primarily due to fluctuations in the fair value of investments in QXR and IRIS Metals, based on readily available quoted market prices for these investments.
Previous wording
For the three months ended March 31, 2026 and 2025, the tax expense was nil, due to net losses incurred during these periods. We do not carry any deferred tax assets on the unaudited condensed consolidated balance sheet as at March 31, 2026 and the audited condensed consolidated balance sheet as at December 31, 2025, primarily due to net operating loss carry forwards resulting from historically incurred net operating losses and full valuations allowance of those losses, as our ability to realize future tax benefits related to these assets is largely dependent upon operational profitability, which is uncertain. As a result of this uncertainty, we have established a full valuation allowance, and have not recognized a net provision or benefit for income taxes in the periods reported.
Current wording
For the three and six months ended June 30, 2026, and 2025 the tax expense is nil, due to net losses incurred during these periods. We do not carry any deferred tax assets on the unaudited condensed consolidated balance sheet as at June 30, 2026 and the audited condensed consolidated balance sheet as at December 31, 2025, primarily due to net operating loss carry forwards resulting from historically incurred net operating losses and full valuations allowance of those losses, as our ability to realize future tax benefits related to these assets is largely dependent upon operational profitability, which is uncertain. As a result of this uncertainty, we have established a full valuation allowance, and have not recognized a net provision or benefit for income taxes in the periods reported.
Previous wording
For the three months ended March 31, 2026 and March 31, 2025, we incurred a net loss of $5,234,692 and $3,809,700, respectively. Since we have yet to start commercial production of battery grade lithium, our operating expenses are expected to increase as we continue to recruit more personnel to perform general operational tasks and set up the Facility and execute supply agreements.
Current wording
For the three and six months ended June 30, 2026, we incurred a net loss of $3,902,894 and $9,137,586 respectively, and for the three and six months ended June 30, 2025, we incurred a net loss of $3,704,438 and $ 7,514,138 respectively. Since we have yet to start commercial production of battery-grade lithium, our operating expenses are expected to increase as we continue to recruit more personnel to perform general operational tasks, setting up the Facility and execute supply agreements.
Previous wording
We have devoted substantial efforts and financial resources to raising capital and organizing and staffing the Company, and as a result, have incurred significant operating losses. As of March 31, 2026 and December 31, 2025, we had an accumulated deficit of $73,577,276 and $ 68,342,584 respectively.
Current wording
We have devoted substantial efforts and financial resources to raising capital and organizing and staffing the Company, and as a result, have incurred significant operating losses. As of June 30, 2026, and December 31, 2025, we had an accumulated deficit of $77,480,170 and $68,342,584, respectively.
Previous wording
Our primary requirements for liquidity and capital are investment in new facilities, new technologies, working capital and general corporate needs. Specifically, in this regard, the total refinery cost, which includes all direct and indirect costs and contingencies needed to build phase 1 of the refinery, (25,000 metric tons per annum of battery grade lithium carbonate), has been estimated at approximately $500 million following completion of FEL-3 study. We intend to finance our project cost through a mix of debt, equity and potential government grants. We expect our operational expenditures to increase for the foreseeable future in connection with ongoing and future activities. Specifically, expenditures will increase as we:
Current wording
Our primary requirements for liquidity and capital are investment in new facilities, new technologies, working capital and general corporate needs. Specifically, in this regard, the total refinery cost, which includes all direct and indirect costs and contingencies needed to build phase 1 of the refinery, (25,000 metric tons per annum of battery grade lithium carbonate), has been estimated at approximately $500 million following completion of the FEL-3 study. We intend to finance our project cost through a mix of debt, equity and potential government grants. We expect our operational expenditures to increase for the foreseeable future in connection with ongoing and future activities. Specifically, expenditures will increase as we:
Previous wording
Our unaudited condensed consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are a development stage entity with no revenues, and have incurred net loss since inception of $73,577,276 and stockholders’ deficit of $7,867,665 as at March 31, 2026. We expect to continue to incur significant costs in pursuit of its operating and investment plans. These costs exceed our existing cash balance and net working capital.
Current wording
Our unaudited condensed consolidated financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are a development stage entity with no revenues, and have accumulated deficit of $77,480,170 and stockholders’ deficit of $8,240,860 as at June 30, 2026. We expect to continue to incur significant costs in pursuit of its operating and investment plans. These costs exceed our existing cash balance and net working capital.
Previous wording
We believe that the cash on hand, and additional investments available through issuance of new Common Stock, will be inadequate to satisfy our working capital and capital expenditure requirements for at least the next twelve months. Our ability to continue as a going concern is dependent upon management’s plan to raise additional capital from the issuance of equity or receive additional borrowings to fund our operating and investing activities over the next year. The accompanying 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 if we are unable to continue as a going concern.
Current wording
We believe that the cash on hand, and additional investments available through issuance of new Common Stock, will be inadequate to satisfy our working capital and capital expenditure requirements for at least the next twelve months. Our ability to continue as a going concern is dependent upon management’s plan to raise additional capital from the issuance of equity or to obtain additional borrowings to fund our operating and investing activities over the next year. The accompanying 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 if we are unable to continue as a going concern.
Previous wording
On August 5, 2025, we entered into a financing agreement of $407,500 for the purchase of an insurance policy with AFCO Insurance Premium Finance. The debt is payable in monthly instalments through June 2026 and bears an interest rate of 7.5%. The carrying amount of $103,848 and $205,403 is included as Short-term Loan on the accompanying unaudited condensed consolidated balance sheet as on March 31, 2026, and audited consolidated balance sheet as on December 31, 2025, respectively.
Current wording
On August 5, 2025, we entered into a financing agreement of $407,500 for the purchase of an insurance policy with AFCO Insurance Premium Finance. The debt is payable in monthly installments through June 2026 and bears an interest rate of 7.5%. As at June 30, 2026, the loan was fully repaid. The carrying amount of Nil and $205,403 is included as Short-term Loan on the accompanying unaudited condensed consolidated balance sheet as on June 30, 2026, and audited consolidated balance sheet as on December 31, 2025, respectively.
Previous wording
We entered into a financing agreement of $407,500 and $510,000 for the purchase of a director and officer’s insurance policy with AFCO Insurance Premium Finance in 2025 and 2024, respectively. We made a downpayment of $70,256 and $44,162 for the loan taken in 2025 and 2024, respectively, which was applied to the loan amount at the time of the loan agreement. The debt is payable in monthly instalments of $35,125 and $44,162 per month for 10 and 11 months and has a stated interest rate of 7.5% and 8.46% for the loans taken in 2025 and 2024, respectively. The loans are secured against a lien on the insurance policy.
Current wording
Subsequent to three months ended June 30, 2026, we entered into a financing agreement of $493,532 for the purchase of an insurance policy with AFCO Insurance Premium Finance. We made a downpayment of $172,736, which was applied to the loan amount at the time of the loan agreement. The debt is payable in 7 monthly installments of $47,189 per month and bears an interest rate of 6.99%.
Previous wording
For the three months ended March 31, 2026, net cash used in operating activities was $2,065,302, consisting of a $5,234,692 net loss, adjusted for an aggregate of $ 2,655,796 in non-cash charges for stock based compensation, change in fair value of investments, amortization of the 2025 convertible note issuance costs, warrant liability, Common Stock issued for make-whole obligation, non-cash marketing expense for proposed stock issuance to vendor and depreciation and a $513,594 net change in operating assets and liabilities, primarily driven by an increase of $497,373 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period, and a decrease of $16,221 in prepaid expenses and other assets.
Current wording
For the six months ended June 30, 2026, net cash used in operating activities was $4,002,652 consisting of a $9,137,586 net loss, adjusted for an aggregate of $3,968,080 in non-cash charges for stock based compensation, non-cash marketing expense for stock issued to vendor, amortization of 2025 Convertible Note discount and issuance costs, change in fair value of investments, warrant liability, common stock issued for make-whole obligation, loss on extinguishment of debt, deferred transaction cost expenses, and depreciation and a $1,166,854 net positive change in operating assets and liabilities, primarily driven by a decrease of $12,701 in prepaid expense and other assets and by an increase of $1,169,963 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period, partially offset by decrease of $15,810 in operating lease right-of-use asset and liability.
Previous wording
For the three months ended March 31, 2025, net cash used in operating activities was $2,875,187, consisting of a $3,809,700 net loss, adjusted for an aggregate of $915,041 in non-cash charges for stock based compensation, change in fair value of investments, warrant liability, Sponsor earnout shares, the Common Stock make-whole obligation, and depreciation and a $19,472 net change in operating assets and liabilities, primarily driven by a decrease of $69,462 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period, partially offset by an increase of $88,934 in prepaid expenses and other assets.
Current wording
For the six months ended June 30, 2025, net cash used in operating activities was $4,490,450 consisting of a $7,514,138 net loss, adjusted for $2,983,759 non-cash charge for stock based compensation, change in fair value of investments, warrant liability, sponsor earnout shares, common stock make-whole obligation, loss on sale of investments, loss on write off of deferred transaction cost, promissory note and deposits and depreciation and a $39,929 net change in operating assets and liabilities, primarily driven by a decrease of $239,723 in prepaid expenses and other assets partially offset by a decrease of $199,794 in accounts payable and other current liabilities which represent the various costs that are expected to be incurred as we set up operations during this period.
Previous wording
For the three months ended March 31, 2026, and March 31, 2025, net cash used in investing activities was $174,836 and $960,332, respectively, primarily representing capital project costs related to construction of the refinery.
Current wording
For the six months ended June 30, 2026, net cash used in investing activities was $194,312, primarily representing $175,644 on account of capital project costs related to construction of the refinery and $18,668 on account of purchase of computer, equipment and furniture.
Previous wording
For the three months ended March 31, 2026, net cash used in financing activities was $4,449 and related primarily to Common Stock issuance proceeds of $97,106 offset by repayment of insurance funding borrowing of $101,555.
Current wording
For the six months ended June 30, 2026, net cash provided by financing activities was $1,257,077 related primarily to gross proceeds from common stock issuance proceeds of $1,512,480 partially offset by repayment of short-term loan of $205,403 and payment of deferred transaction costs of $50,000.
Previous wording
For the three months ended March 31, 2025, net cash provided by financing activities was $4,511,080, and related primarily due to gross proceeds from the consummation of a public offering in January 2025 of $5,750,400, warrant Inducement gross proceeds of $2,971,040 in March 2025, an advance from PIPE investors of $125,000, and Common Stock issuance proceeds of $16,414, partially offset by the repayment of short-term loans of $3,677,914, payment of transaction costs associated with public offering and warrant inducement of $648,860, and deferred transaction costs payment of $25,000.
Current wording
For the six months ended June 30, 2025, net cash provided by financing activities was $8,401,694 related primarily to gross proceeds from consummation of a public offering of $10,270,400, Warrant Inducement gross proceeds of $2,971,040, advance from PIPE investors of $125,000, common stock issuance proceeds of $122,551 partially offset by repayment of short-term loans of $3,808,552, payment of transaction costs associated with public offering and warrant inducement of $1,252,152, and deferred transaction costs payment of $25,000.
Previous wording
The Sponsor purchased from GPAC II an aggregate of 5,566,667 warrants at a price of $1.50 per warrant in a private placement that occurred simultaneously with the completion of our initial public offering (the “Private Warrants”). At closing of the Business Combination, we acquired the net liabilities for GPAC II including the Private Warrants. Each 10 Private Warrant entitles the holder to purchase one share of Common Stock at $115.0 per share. At March 31, 2026, there were 5,566,667 Private Warrants outstanding. As at March 31, 2026, the fair value of Private Warrants amounted to $912,377. We valued our Private Warrants based on the closing price of the Public Warrants since they are similar instruments.
Current wording
The Sponsor purchased from GPAC II an aggregate of 5,566,667 warrants at a price of $1.50 per warrant in a private placement that occurred simultaneously with the completion of our initial public offering (the “Private Warrants”). At closing of the Business Combination, we acquired the net liabilities for GPAC II including the Private Warrants. Each 10 Private Warrant entitles the holder to purchase one share of Common Stock at $115.00 per share. At June 30, 2026, there were 5,566,667 Private Warrants outstanding. As at June 30, 2026, the fair value of Private Warrants amounted to $617,900. We valued our Private Warrants based on the closing price of the Public Warrants since they are similar instruments.
Previous wording
As part of the closing of the Business Combination, we issued 100,000 shares to the Sponsor. These shares are subject to vesting (or forfeiture) based on achieving certain trading price thresholds following the closing (“Sponsor Earnout Shares”). Fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $120.00 per share for a period of 20 trading days in a 30 trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $140.00 per share for a period of 20 trading days in a 30 trading day period. Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested. Unvested Sponsor Earnout Shares will be forfeited if vesting does not occur prior to the eighth anniversary of the Closing Date. We assess the fair value of expected earnout consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. As at March 31, 2026, the fair value of Sponsor Earnout Shares amounted to $4,700.
Current wording
As part of the closing of the Business Combination, we issued 100,000 shares to the Sponsor. These shares are subject to vesting (or forfeiture) based on achieving certain trading price thresholds following the closing (“Sponsor Earnout Shares”). Fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $120.00 per share for a period of 20 trading days in a 30-trading day period, and the remaining fifty percent of the Sponsor Earnout Shares will vest when the VWAP of the Common Stock price equals or exceeds $140.00 per share for a period of 20 trading days in a 30 trading day period. Upon the occurrence of a change in control, any remaining unvested Sponsor Earnout Shares become vested. Unvested Sponsor Earnout Shares will be forfeited if vesting does not occur prior to the eighth anniversary of the Closing Date. We assess the fair value of expected earnout consideration at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. As at June 30, 2026 and December 31, 2025, we did not identify any indicators that a change in the fair value of the Sponsor Earnout Shares last measured at $4,700 as of March 31, 2025, would be material, and accordingly did not perform an updated Monte Carlo valuation as of either date.