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RELATED PARTY TRANSACTIONS
 9 Months Ended 12 Months Ended
Sep. 30, 2025
Dec. 31, 2024
Related Party Transactions [Abstract]    
RELATED PARTY TRANSACTIONS

NOTE 12 – RELATED PARTY TRANSACTIONS

 

On September 18, 2024, the Company entered into a consulting agreement with DRE Chicago LLC, whose principal is Paramita Das. Ms. Das was onboarded as a Chief Strategy Officer and Senior Advisor to CEO of the Company. Additionally, in December 2024, the Company entered into a binding term sheet with DRE Chicago LLC, providing for loan in the principal amount of $250,000, bearing interest at a rate of 15% per year, and maturing in March 2025. (the “Maturity Date”). Pursuant to the Term Sheets, an aggregate of approximately 47,000 shares of Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to DRE Chicago an aggregate of $375,000 in Common Stock as an Equity Kicker. In addition, DRE Chicago will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as 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. During the nine months ended September 30, 2025, the Company has repaid the principal amount of $250,000 along with the accrued interest of $9,166 and issued 10,474 shares of Common Stock and 52,374 warrants to DRE Chicago.

 

In December 2024, the Company entered into a binding term sheet (“Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”) an affiliate of a director at the time and a shareholder, providing for a loan (the “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 “Maturity Date”). Pursuant to the Term Sheet, 550,000 shares of Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date of up to 50% of Common Stock issued as 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. During the nine months ended September 30, 2025, the Company 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.

 

In March 2023, the Company entered into unsecured notes payable with three related parties. These notes payable provided the Company the ability to draw up to $1,000,000, in aggregate: $160,000 until December 31, 2023, and $840,000 until December 31, 2025. These loan facilities accrue interest, compounding semi-annually, at the long-term semi-annual Applicable Federal Rate, as established by the Internal Revenue Service, which effectively was 4.71% as of September 30, 2025. In June 2025, the Company drew $250,000 from Energy Transition Investors LLC, and repaid the amount in full during the same month. The Company has accrued interest of $422 during the nine months ended September 30, 2025 on the drawn amount. As at September 30, 2025, the Company had $840,000 available to draw.

 

 

The Company incurred the following expenses with related parties, which were all affiliates of the Company:

 

 

   Expense type  Three
months
ended
September 30,
2025		   Three
months
ended
September 30,
2024		   Nine
months
ended
September 30,
2025		   Nine
months
ended
September 30,
2024		 
                    
Expenses under contract due to:                           
Energy Transition Investors LLC  Interest  $-   $       -   $422    - 
DRE Chicago LLC  Interest   -    -    7,187    - 
Endurance Antarctica Partners II, LLC  Interest          -    -    51,042    - 
Total expenses     $-   $-   $58,651    - 

 

The Company entered into notes payable agreements of with related parties, all of whom were affiliates.

 

     

As of

September 30, 2025

  

As of

December 31, 2024

 
            
DRE Chicago LLC  Interest Accrued  $-   $1,979 
Endurance Antarctica Partners II, LLC  Interest Accrued   -    18,958 
Energy Transition Investors LLC  Interest Accrued   422    - 
DRE Chicago LLC  Short-term loan*   -    625,000 
Endurance Antarctica Partners II, LLC  Short-term loan*   -    5,250,000 
Notes obtained from related parties     $422   $5,895,937 

 

* Short-term loan includes Equity Kicker payable as per the terms of the loan agreement.

 

In March 2025, the Company repaid the loan principal amount of $250,000 and $1,750,000 and interest of $9,166 and $70,000 to DRE Chicago LLC and Endurance Antarctica Partners II, LLC, respectively. Further in April 2025, the Company issued 10,474 shares and 52,374 warrants to DRE Chicago LLC, and 97,765 shares and 488,826 warrants to Endurance Antarctica Partners II, LLC against Equity Kicker payable as per the terms of the loan agreement. As at September 30, 2025, the Company had repaid all the above notes.

 

NOTE 16 – RELATED PARTY TRANSACTIONS

 

Legacy Stardust Power entered into a service agreement with VIKASA Capital Partners LLC (“VCP”) on March 16, 2023, for services associated with setting up a lithium refinery. VCP provides formation and organization structure advisory, capital market advisory, marketing advisory services and other consulting and advisory services with respect to the Company’s organization. Under the service agreement and subsequent amendments, VCP can be compensated for advisory services up to total of $1,050,000, of which $980,000 has been incurred as of December 31, 2023.

 

On March 16, 2023, Legacy Stardust Power entered into a consulting agreement with 7636 Holdings LLC, which was subsequently amended on April 1, 2023, and also separately entered into an agreement with VIKASA Capital LLC. The agreement primarily provides compensation for strategic, business, financial, operations and industry advisory services to the Company’s planned development of a lithium refinery operation.

 

On September 18, 2024, the Company entered into a consulting agreement with DRE Chicago LLC, whose principal is Paramita Das. Paramita was onboarded as a Chief Strategy Officer and Senior Advisor to CEO of the Company. Additionally, in December 2024, the Company entered into a binding term sheet with DRE Chicago LLC, providing for loan in the principal amount of $250,000, bearing interest at a rate of 15% per year, and maturing in March 2025. (the “Maturity Date”). Pursuant to the Term Sheets, an aggregate of approximately 47,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to DRE Chicago an aggregate of $375,000 in Common Stock as an Equity Kicker. In addition, DRE Chicago will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as 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. The Company is yet to issue the equity shares and warrants as of the date of the issuance of the consolidated financial statements.

 

In December 2024, the Company entered into a binding term sheet (“Term Sheet”) with Endurance Antarctica Partners II, LLC (“Endurance”) an affiliate of a director at the time and a shareholder, providing for a loan (the “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 “Maturity Date”). Pursuant to the Term Sheet, 550,000 shares of Company’s Common Stock, owned by Roshan Pujari, Chief Executive Officer of the Company, were pledged as collateral. In addition, the Company has agreed to issue to Endurance $3,500,000 in Common Stock as an Equity Kicker. In addition, Endurance will receive warrants representing the right, exercisable within five years of the closing date, of up to 50% of Common Stock issued as 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. The Company is yet to issue the equity shares and warrants as of the date of the issuance of the consolidated financial statements.

 

The Company incurred the following expenses with related parties, which were all affiliates of the Company:

 

 

   Expense type  Year Ended December 31,2024   Period from
March 16, 2023
(inception) through
December 31, 2023		 
            
Expenses under contract due to:             
DRE Chicago LLC  Consulting expense  $143,057   $- 
DRE Chicago LLC  Interest   1,979    - 
DRE Chicago LLC  Finance charges   375,000    - 
Endurance Antarctica Partners II, LLC  Interest   18,958    - 
Endurance Antarctica Partners II, LLC  Finance charges   3,500,000    - 
VIKASA Capital Partners LLC  Consulting expense   -    980,000 
7636 Holdings LLC  Consulting expense   -    180,806 
VIKASA Capital LLC  Consulting expense   -    171,213 
Energy Transition Investors LLC*  Interest   -    5,333 
VIKASA Clean Energy I LP*  Interest   -    1,138 
Roshan Pujari*  Interest   -    640 
Total expenses     $4,038,994   $1,339,130 
              
Other expenses paid on the Company’s behalf due to:             
DRE Chicago LLC     $6,679   $- 
VIKASA Capital LLC      -    34,318 
VIKASA Capital Partners LLC      -    9,868 
Total other expenses paid on the Company’s behalf      6,679    44,186 
Total     $4,045,673   $1,383,316 

 

 

Stardust Power Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of December 31, 2023, $1,383,316 of expenses including interest were paid. During the period from March 16, 2023 (inception) through December 31, 2023, the Company provided shares to shareholders in exchange for a subscription of $90. The Company received the $90 on June 14, 2023. As at December 31, 2023, no amounts were due to related parties of the Company.

 

As of December 31, 2024, $149,735 of expenses were paid. As at December 31, 2024, $3,895,938 was due to related parties of the Company.

 

The Company and Legacy Stardust Power entered into notes payable agreements of $5,875,000 in 2024 and $1,000,000 in 2023, respectively with related parties, all of whom were affiliates.

 

      Year Ended
December 31, 2024		   Period from March 16, 2023 (inception) through December
31, 2023		 
            
Energy Transition Investors LLC*  Notes payable  $-   $750,000 
VIKASA Clean Energy I LP*  Notes payable   -    160,000 
Roshan Pujari*  Notes payable   -    90,000 
DRE Chicago LLC  Interest Accrued   1,979    - 
Endurance Antarctica Partners II, LLC  Interest Accrued   18,958    - 
DRE Chicago LLC  Short-term loan**   625,000    - 
Endurance Antarctica Partners II, LLC  Short-term loan**   5,250,000    - 
Notes obtained from related parties     $5,895,937   $1,000,000 

 

*VIKASA Capital LLC facilitated the initial funding of the notes obtained on behalf of the related parties.
** Short-term loan includes Equity Kicker payable as per the terms of the loan agreement.

 

As of December 31, 2024, $20,937 of interest on these notes was due to related parties. During the period from March 16, 2023 (inception) through December 31, 2023, the Company incurred and paid $7,111 of interest expense related to the notes payable. As at December 31, 2024, the Company had $ 5,875,000 outstanding notes payable to related parties and as at December 31, 2023, the Company had repaid all the above notes.

 

Subsequent to year end, the Company has fully repaid the principal amount of $2,000,000 and accrued interest of $20,937 to the related parties.

 

 

Stardust Power Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS