Stardust Power (SDST) Registration Filing summary

Company overview and business model

• Developing a lithium chemical processing refinery in Muskogee, Oklahoma, to produce battery grade lithium carbonate from concentrated lithium chloride and technical grade lithium carbonate.

• Facility designed for two 25 ktpa trains, with current focus on engineering, procurement, and construction for Train 1.

• Business model centers on supplying battery grade lithium carbonate for the battery and electric vehicle industries.

Use of proceeds and capital allocation

• Net proceeds from prior offerings and private placements were used to fund operations, with $300 million deposited in a Trust Account, not available for operations except for certain tax payments.

• Recent PIPE financing raised $10,075,000 in exchange for 1,077,541 shares of common stock.

• Additional shares may be issued as merger consideration if certain stock price milestones are met.

Risk factors and disclosures

• Indemnification agreements and directors' and officers' liability insurance are in place to protect management from certain legal risks.

• Provisions in bylaws eliminate liability of directors and officers to the fullest extent permitted by Delaware law, with exceptions for breaches of loyalty, bad faith, or unlawful acts.

• SEC notes that indemnification for securities law violations may be unenforceable.