v3.25.4

FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2025 | Dec. 31, 2024
Fair Value Disclosures [Abstract] |  |
FAIR VALUE MEASUREMENTS | NOTE 10 – FAIR VALUE MEASUREMENTS The following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated financial statements: SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Other noncurrent assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in equity securities (a) |  | $ | 1,496,422 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,496,422 |
Total financial assets |  | $ | 1,496,422 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,496,422 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at September 30, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Other noncurrent assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in equity securities (a) |  | $ | 45,908 |  |  | $ | - |  |  | $ | - |  |  | $ | 45,908 |
Total financial assets |  | $ | 45,908 |  |  | $ | - |  |  | $ | - |  |  | $ | 45,908 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sponsor earnout shares (b) |  | $ | - |  |  | $ | - |  |  | $ | 532,700 |  |  | $ | 532,700 |
Total financial liabilities |  | $ | - |  |  | $ | - |  |  | $ | 532,700 |  |  | $ | 532,700 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at September 30, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sponsor earnout shares (b) |  | $ | - |  |  | $ | - |  |  | $ | 4,700 |  |  | $ | 4,700 |
Total financial liabilities |  | $ | - |  |  | $ | - |  |  | $ | 4,700 |  |  | $ | 4,700 |
(a) | These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.
(b) | For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our unaudited condensed consolidated statements of operations. The make-whole obligation liability related to the Purchase Agreement is measured at fair value categorized within Level 1 of the fair value hierarchy. See Note 4.
The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible notes and sponsor earnout liability: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE
|  | SAFE notes at fair value |  |  | Convertible notes at fair value |  |  | Sponsor earnout liability at fair value |
Balance as at December 31, 2023 |  | $ | 5,212,200 |  |  | $ | - |  |  | $ | - |
Issuance of notes |  |  | 200,000 |  |  |  | - |  |  |  | - |
Change in fair value |  |  | 107,900 |  |  |  | - |  |  |  | - |
Balance as at March 31, 2024 |  | $ | 5,520,100 |  |  | $ | - |  |  | $ | - |
Issuance of notes |  |  | - |  |  |  | 2,100,000 |  |  |  | - |
Change in fair value |  |  | 847,100 |  |  |  | 471,400 |  |  |  | - |
Balance as at June 30, 2024 |  | $ | 6,367,200 |  |  | $ | 2,571,400 |  |  | $ | - |
Issuance of common stock upon conversion |  |  | (6,367,200 | ) |  |  | (2,571,400 | ) |  |  | - |
Sponsor earnout liability recognized on closing of Business Combination |  |  | - |  |  |  | - |  |  |  | 4,608,900 |
Change in fair value |  |  | - |  |  |  | - |  |  |  | (1,636,100 | )
Balance as at September 30, 2024 |  | $ | - |  |  | $ | - |  |  | $ | 2,972,800 |
Change in fair value |  |  | - |  |  |  | - |  |  |  | (2,440,100 | )
Balance as at December 31, 2024 |  | $ | - |  |  | $ | - |  |  | $ | 532,700 |
Change in fair value |  |  | - |  |  |  | - |  |  |  | (528,000 | )
Balance as at March 31, 2025 |  | $ | - |  |  | $ | - |  |  | $ | 4,700 |
Change in fair value |  |  | - |  |  |  | - |  |  |  | - |
Balance as at June 30, 2025 |  | $ | - |  |  | $ | - |  |  | $ | 4,700 |
Change in fair value |  |  |  |  |  |  |  |  |  |  | - |
Balance as at September 30, 2025 |  |  |  |  |  |  |  |  |  | $ | 4,700 |
The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2 of the audited consolidated financial statements and notes thereto for the period March 16, 2023 (inception) to December 31, 2023, included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. Pursuant to the consummation of the Business Combination and in accordance with the terms of the SAFE note agreements, the SAFE notes and convertible notes converted into 63,692 and 25,722 shares of the Company’s Common Stock. | NOTE 13 – FAIR VALUE MEASUREMENTS The following tables summarize the Company’s assets and liabilities that are measured at fair value in the consolidated financial statements: SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Other noncurrent assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in equity securities (a) |  | $ | 218,556 |  |  | $ | - |  |  | $ | - |  |  | $ | 218,556 |
Total financial assets |  | $ | 218,556 |  |  | $ | - |  |  | $ | - |  |  | $ | 218,556 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Other noncurrent assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in equity securities (a) |  | $ | 1,496,422 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,496,422 |
Total financial assets |  | $ | 1,496,422 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,496,422 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
SAFE notes (b) |  | $ | - |  |  | $ | - |  |  | $ | 5,212,200 |  |  | $ | 5,212,200 |
Sponsor earnout shares (c) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total financial liabilities |  | $ | - |  |  | $ | - |  |  | $ | 5,212,200 |  |  | $ | 5,212,200 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | Fair Value Measurements as at December 31, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sponsor earnout shares (c) |  |  | - |  |  |  | - |  |  |  | 532,700 |  |  |  | 532,700 |
Total financial liabilities |  | $ | - |  |  | $ | - |  |  | $ | 532,700 |  |  | $ | 532,700 |
(a) |  | These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.
Stardust Power Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(b) |  | The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements of Legacy Stardust Power and notes thereto for the period March 16, 2023 (inception) to December 31, 2023, included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.
(c) |  | For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our consolidated statements of operations.
The make-whole obligation liability related to the Purchase Agreement is measured at fair value categorized within Level 1 of the fair value hierarchy. See Note 6. The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible notes and Sponsor earnout liability: SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE
|  | SAFE notes at fair value |  |  | Convertible notes at fair value |  |  | Sponsor Earnout liability at fair value |
Balance as at March 16, 2023 (inception) |  | $ | - |  |  | $ | - |  |  | $ | - |
Issuance of notes |  |  | 5,000,000 |  |  |  | - |  |  |  | - |
Change in fair value |  |  | 212,200 |  |  |  | - |  |  |  | - |
Balance as at December 31, 2023 |  | $ | 5,212,200 |  |  | $ | - |  |  | $ | - |
Issuance of notes |  |  | 200,000 |  |  |  | 2,100,000 |  |  |  | - |
Sponsor earnout liability recognized on closing of Business Combination |  |  | - |  |  |  | - |  |  |  | 4,608,900 |
Change in fair value |  |  | 955,000 |  |  |  | 471,400 |  |  |  | (4,076,200 | )
Issuance of common stock upon conversion |  |  | (6,367,200 | ) |  |  | (2,571,400 | ) |  |  | - |
Balance as at December 31, 2024 |  | $ | - |  |  | $ | - |  |  | $ | 532,700 |
The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2 of the audited consolidated financial statements and notes thereto for the period March 16, 2023 (inception) to December 31, 2023, included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. Pursuant to the consummation of the Business Combination and in accordance with the terms of the convertible equity and SAFE note agreements, the SAFE notes and convertible notes converted into 63,691 and 25,721 shares of the Company’s Common Stock, respectively. Stardust Power Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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