v3.25.4

FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2025 | Dec. 31, 2024
Fair Value Disclosures [Abstract] |  |
SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE | 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 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.
SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE | 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 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 |

X
- Definition Tabular disclosure of financial instrument measured at fair value on recurring or nonrecurring basis. Includes, but is not limited to, instrument classified in shareholders' equity. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 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/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-3 + Details
Name: | us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 + Details
Name: | us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration