| SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING |
The
number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination were:
SCHEDULE
OF COMMON STOCK ISSUED AND OUTSTANDING
| Stardust Power rollover equity (1)(2) | |
| 4,239,392 | |
| GPAC II public shareholders (3)(4) | |
| 13,742 | |
| Sponsor (5)(6) | |
| |
| PIPE (7) | |
| 107,754 | |
| Non-redemption shares (8) | |
| 12,777 | |
| Total Shares issued and Outstanding | |
| 4,773,665 | |
| (1) |
Includes eight shareholders,
whose shares are not subject to lock-up or transfer restrictions. |
| (2) |
Includes
(i) 89,413
shares of Combined Company Common Stock issued in exchange
for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and (ii)
4,149,977
shares of Combined Company Common Stock issued in accordance
with the Business Combination Agreement underlying the Exchanged Company Restricted Common Stock. |
| (3) |
Excludes
4,999,929
Public Warrants that converted
automatically, with 10 warrants exercisable for one share of Common Stock. |
| (4) |
Reflects
the reclassification of $1,564,086
of cash held in trust account,
after reversal of redemptions of 287
shares at $113.8
per share, post June 30, 2024,
resulting in a net increase of $1,564,086,
net of redemptions, in cash. |
| (5) |
Excludes
5,566,667
Private Placements Warrants that
converted automatically, with 10 warrants exercisable for one share of Common Stock. |
| (6) |
Includes
Sponsor Earnout Shares (as defined
in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting
conditions not being met. (See Note 17). |
| (7) |
Reflects
the receipt of $10,075,002
of PIPE proceeds resulting in
issuance of 107,754
shares with the corresponding
impact of $108
in Combined Company Common Stock
and the balance impact being booked to additional paid-in capital. |
| (8) |
Includes
12,777
shares of Combined Company Common
Stock issued to GPAC II shareholders entering into NRAs. |
|
| SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION |
SCHEDULE
OF ELEMENTS OF BUSINESS COMBINATION
| | |
Recapitalization | |
| Cash proceeds from GPAC II, net of redemptions | |
| 1,564,086 | |
| Cash proceeds from PIPE financing | |
$ | 10,075,002 | |
| Less: Cash payment of assumed liabilities of GPAC II | |
| (921,493 | ) |
| Less: Settlement of sponsor promissory notes | |
$ | (1,562,834 | ) |
| Net cash proceeds upon closing of the Business Combination and PIPE financing | |
| 9,154,761 | |
| Less: Non-cash net liabilities assumed from GPAC II | |
| (14,638,215 | ) |
| Net charge to additional paid-in-capital as a result of the Business Combination reported in stockholder’s (deficit) | |
| (5,483,454 | ) |
|
| SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL |
The
Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s
redemption option at the earliest possible date:
SCHEDULE
OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL
| | |
December 31, 2024 | |
| Market price of public stock | |
$ | |
| Expected term (years) | |
| years | |
| Volatility | |
| % |
| Risk-free interest rate | |
| % |
| Dividend rate | |
| % |
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