Q3 2025 Stardust Power Inc Earnings Call
Before this call started power issued its financial results for the third quarter ended 2025, and a press release.
Joining us on today's call I'll start us Powell was founder and CEO Roshan, Punjabi and CFO.
Roshan Pujari: Net cash used in investing activities was $3 million for the nine months ended 30 September 2025, compared to $1.3 million in the prior year, primarily driven by initial capital investments made in the anticipated building of the refinery. Net cash provided by financing activities was $10.2 million for the nine months ended 30 September 2025, representing a modest increase over the $10.1 million reported for the prior year period. During the current period, cash provided by financing activities was driven primarily by $12 million in net proceeds from public offerings and warrant inducements, and $1.6 million proceeds from common stock issuances, offset partially by the repayment of $3.8 million of short-term loans. The prior period financing cash flow resulted from cash received from closing of the business combination, including proceeds from the pipe subscription agreements and convertible notes net of transaction costs paid.
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Following their remarks, we will open the call for questions.
Before we begin Joanna goes I'll start a spa with director of Investor Relations and communications will make a brief introductory statement.
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Thank you operator, and good afternoon, everyone before management begins their formal remarks today, we would like to remind everyone that some statements. We're making today may be considered forward looking statements under securities laws and involve a number of risks and uncertainties. As a result, we caution you that there are a number of facts.
As many of which are beyond our control, which could cause actual results and events to differ materially from those described in the forward looking statements.
For more detailed risks uncertainties and assumptions relating to our forward looking statements. Please see the disclosures in our earnings release and public filings made with the SEC, we disclaim any obligation or undertaking to update forward looking statements to reflect circumstances or events that occur after the date.
Roshan Pujari: With that, I conclude my remarks and will turn it back over to you, Roshan. Thanks, Uday. We are now happy to take questions in line. Operator, thank you. As a reminder, ladies and gentlemen, to ask a question, please press star 11 on your telephone, then wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Joseph Reager with Wealth Capital Partners. Your line is open. Hey, Roshan, Uday, and the rest of the team. Thanks for taking my questions. I guess the first thing, you mentioned government financing. Is there any additional color you can give us as far as the type of conversations you're having with the government given the investments they've been making? Hi, Joe.
The forward looking statements are made except as required by law we.
We refer you to our filings with the SEC for detailed disclosures and descriptions of our business as well as uncertainties and other variables circumstances, including but not limited to risks and uncertainties identified under the caption risk factors in our recent filings you may get started powers <unk> SEC filings.
Speaker #1: Joining us on today's call are Stardust Power's founder and CEO, Roshan Prajari, and CFO, Uday Devasper. Following their remarks, we will open the call for questions.
By visiting the SEC website at Www Dot FCC Dot Gov.
I would like to remind everyone. This call is being recorded and will be made available for replay via a link available in the Investor Relations section of <unk> Palace website.
Now I will turn the call over to start as Power's CEO Roshan pujari.
Roshan Pujari: Thanks so much for joining us this evening. We are in deep conversations with the government at multiple levels, as we've all witnessed and referenced in the earnings report, that there's strong federal interest in the area marked by equity investments and other forms of investment. We have been in deep discussion about our project, which we believe is at the core of the government interest in promoting onshoring processing capacity. As the conversations progress, we're happy to keep you informed that some of these conversations are ongoing. Okay. Thanks for the color there. As you guys think about keeping the balance sheet afloat in the meantime while you're working towards an FID and project-level financing, what are the liquidity options you guys have to maintain the balance sheet?
Thank you Joanna and thank you all for joining US today welcome to the startup power Q3 2025 earnings call.
It's been an active quarter all around markets are aligning policy momentum is thriving and government engagement in lithium and across the critical minerals sector is reaching new levels. All of this underscores the important role start us power plays and securing America's energy future.
Thank you, operator and good afternoon. Everyone before management begins their formal remarks. Today, we would like to remind everyone that some statements we're making today may be considered forward-looking statements and the Securities laws and involve a number of risks and uncertainties.
Also been an exceptionally busy time for our team as we continue advancing on all fronts of the business.
As a result, we caution you that there are a number of factors, many of which are beyond our control, which could cause actual results and events to differ materially from those described in the forward-looking statements.
At the core startup Power's business model is fully aligned with U S policy objectives, we aggregate and unlock the lithium supply that might not otherwise reach the market.
We will refine it here in the Heartland of America. Our goal is to build a secure American domestic supply chain for battery grade lithium.
Roshan Pujari: What do you think we should expect for corporate expense over the next, call it, four quarters? Let me answer the first part of that question. I'm going to turn it over to Uday. There's a lot of optionality we have. Increased volume since the summer gives us flexibility in how we can raise capital at the public company, including other types of options. Given that the non-project finance capital costs have already been incurred and largely paid for, including buying the land of $1.6 million, buying the 66 acres in Oklahoma, and paying for the substantial FEL III expense, we have limited non-project capital costs moving forward and optionality in how we can pay for those. Regarding outlook, maybe I'll turn it over to Uday. Hi, Joe. Nice to talk to you again, and thanks for joining us.
We continue to be strategically aligned with the national energy priorities focused on onshore and critical minerals and reducing reliance on foreign supply.
For more details and certainties and assumptions relating to our forward-looking statements. Please see the disclosures in our earnings release and public filings made with the SEC. We disclaim any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur. After the date, the forward-looking statements are made except is required by law.
As federal and state incentives accelerates investment in domestic midstream and upstream processing, we believe our speed to market and disciplined approach provide a meaningful competitive advantage.
We refer you to our filings with the SEC for detailed disclosures and descriptions of our business, as well as uncertainties and other variable circumstances, including but not limited to risks and uncertainties identified under the caption "Risk Factors" in our recent filings.
Stepping back, let's look at what's happening in the lithium market overall.
you may get Stratus Powers SEC filings by visiting the SEC website at www.sec.gov
The global lithium market as fundamentally strong demand continues to grow driven by Evs energy storage handheld electronics and other critical technologies globally. Some regions are catching up but in the U S. The bottleneck isn't lithium or raw materials. It's.
I would like to remind everyone. This call is being recorded and will be made available for replay via a link available in the investor relations section of Stratus Powers website.
Now, I will turn the call over to Stardust Power CEO, Roshan Pajari.
Thank you Joanna, and thank you all for joining us today. Welcome to the startup power, Q3 2025 earnings call.
Processing capacity, that's the choke point in the supply chain and building a domestically is non negotiable, if we want to secure our future.
Roshan Pujari: Yeah, as far as forecast for the next four quarters, we don't provide forecasts, but I think it's safe to say that from an operational standpoint, the cost will be similar to what you're seeing right now. Like Roshan mentioned, excluding project costs and CapEx that will probably be incurred as we move along in these next four quarters. From an operational perspective, we're trying to run a lean, efficient ship. I would expect costs to be in a similar range. Again, from an operational and funding standpoint, like Roshan mentioned, there are multiple options available to us, including access to the public markets. Okay. Thanks, guys. I'll turn it over. Thanks, Joe. Thank you. As a reminder, ladies and gentlemen, let's start 11 to ask the question. I'm sure I know further questions in the queue. That concludes today's conference call. Thank you for your participation.
Over the upcoming years, new North American production will deliver meaningful supply strengthening U S availability and advancing a secure homegrown lithium supply chain startup power is critical to our energy security.
It's been an active quarter. All around markets are aligning policy. Momentum is thriving and government engagement in lithium, and across the critical. Mineral sector is reaching new levels. All of this underscores, the important role of Stardust power plays in securing America's Energy Future.
The geopolitical landscape further supports our strategy recent U S policy actions from executive orders to expanded federal and state incentives reinforced the need for a secured domestic critical minerals supply chain.
It's also been an exceptionally busy time for our team as we continue advancing on all fronts of the business.
At the same time ongoing trade tensions and export restrictions from China are underscoring the strategic importance of onshoring in refining in this environment startup power stands out as one of a handful of companies positioned to deliver battery grade lithium carbonate refined in America for <unk>.
At the core Stardust Powers business model, is fully aligned with us policy objectives. We Aggregate and unlock the lithium supply, that might not otherwise, reach the market, we will refine it here in the heartland of America. Our goal is to build a secure American domestic supply chain, for battery grade lithium
We continue to be strategically aligned with national energy priorities, focused on on-shoring critical minerals and reducing reliance on foreign supply.
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Advancing both energy independence, and industrial resilience in the near term.
Global lithium demand remains strong other key materials, such as copper nickel rare or its in other critical minerals are following similar trends supporting steady investment and underscoring the strategic value of domestic production for.
Roshan Pujari: You may now disconnect.
As federal and state incentives. Accelerate investment in domestic Midstream and Upstream processing. We believe our speed to Market and disciplined approach, provide a meaningful competitive advantage.
Stepping back.
Let's look at what's happening in the lithium market overall.
<unk> power this reinforces our focus on moving quickly to market and capturing value and a growing supply constrained landscape.
Momentum is also building on the policy front.
The U S government approach to critical minerals is evolving to strengthen divested supply change through strategic partnerships and equity participation, notably the.
Non-negotiable if we want to secure our future.
Renegotiated its existing loan to lithium Americas, securing a 5% equity stake in the company and a further 5% economic interest in its stacker pass project in Nevada.
Similarly, the U S government has a range to take a roughly 10% stake in trilogy metals advancing the ambler metals project in Alaska, and reinforcing national security objectives.
Over the upcoming years, new North American production will deliver meaningful Supply, strengthening us, availability, and advancing a secure. Homegrown lithium supply chain Stardust power is critical to our energy security.
Meanwhile, the rare Earth sector has attracted increased government participation and support all of which create a stronger more stable investment environment for the broader domestic critical minerals industry.
The geopolitical landscape further supports our strategy. Recent US policy actions from executive orders to expanded federal and state incentives. Reinforced the need for a security domestic critical mineral supply chain.
While these policy and regulatory tailwind benefit this sector and support companies directly. It is important to note that our business model is fully self sustaining we're not reliant on government funding to advance our project or achieve profitability.
At the same time, ongoing trade tensions and export restrictions from China are underscoring the strategic importance of onshoring and refining. In this environment, Stardust Power stands out as one of the handful of companies positioned to deliver battery-grade lithium carbonate, refined in America for America.
Our planned refinery disciplined timing and low risk technology platform position us to capitalize on favorable market and policy conditions, while delivering battery grade lithium independently and profitably.
Advancing, both energy Independence and Industrial resilience in the near term.
While any outside funding from the government or other state sources would be welcomed it is additive to our project.
Global lithium demand remains strong other key materials such as copper nickel rare, Earths and other critical minerals are following similar Trends, supporting steady investment and underscoring, the Strategic value of domestic production.
Our business model still works of such funds are not received.
For Stardust Power, this reinforces our focus on moving quickly to market and capturing value in a growing supply-constrained landscape.
The lithium market has begun to stabilize following the correction earlier this year with prices improving modestly as inventories normalized and near term oversupply concerns ease while global production continues to expand new capacity in South America, and China is faced commissioning delays and grade variable.
Momentum is also building on the policy front.
But we'll be keeping the market tighter than expected demand fundamentals remain strong supported by sustained growth in electric vehicles and stationary storage both of which continue to exceed our long term forecast.
The US government approach to critical minerals as evolving to strengthen domestic supply chain, through strategic Partnerships and Equity participation notably, the doe renegotiated its existing loan to lithium Americas, securing a 5% Equity stake in the company and a further 5% economic interests in its factored pass project in Nevada.
We are also seeing the early formation of a north American lithium pricing environment that is beginning to separate from the traditional China, Japan Korea benchmark regional demand from battery and cathode producers seeking low carbon domestically sourced material is growing rapidly.
Similarly, the U.S. government has a range to take a roughly 10% stake in Trilogy Metals, advancing the Ambler Metals project in Alaska and reinforcing national security objectives.
And this localized demand is helping establish a market premium for north American lithium.
Meanwhile, the rare earth sector has attracted increased government participation and support, all of which create a stronger, more stable investment environment for the broader domestic critical minerals industry.
Decoupling represents an important structural shift one that reinforces the strategic value of domestic refining capacity.
Looking ahead, the supply demand balance is expected to tighten again towards the latter half of the decade, a slower project development and higher financing cost constrained new supply against this backdrop the outlook for lithium remains strong with steady pricing recovery anticipated through 2026.
While these policy and Regulatory Tailwinds, benefit the sector and support companies directly. It is important to note that our business model is fully self-sustaining. We are not relying on Government funding to advance our project or to you profitability, our plan Refinery discipline, timing and low-risk Technology platform.
Physician us to capitalize on favorable market and policy conditions while delivering battery-grade lithium independently and profitably.
These dynamics favor U S refineries like start ups power, which can convert regional lithium chloride feedstock into high purity battery grade carbonate for the domestic market capturing value from both the policy tailwind and evolving regional price differentials.
While any outside funding from the government or other state sources would be welcomed, it is additive to our project. Our business model still works if such funds are not received.
Turning to upstream sourcing and supply updates and how we are securing feedstock for our refinery.
The upstream lithium market is evolving towards lithium chloride production lithium chloride production offers several advantage over lithium carbonate for upstream producers, including lower capital intensity faster time to market and installation from changes in battery Chemistries.
The lithium market has begun to stabilize following the correction earlier this year, with prices improving modestly as inventories normalize and near-term oversupply concerns ease. While global production continues to expand, new capacity in South America and China has faced commissioning delays and grade variability, keeping the market tighter than expected. Demand fundamentals remain strong, supported by sustained growth in electric vehicles and stationary storage, both of which continue to exceed long-term forecasts.
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These factors allow producers to operate more efficiently and respond quickly to market demand.
Startups power is uniquely positioned to capitalize on this evolution. Our Muskogee refinery is designed to aggregate supply from multiple sources and scaled our production of battery grade lithium carbonate efficiently critic.
We are also seeing the early formation of a North American lithium pricing environment. That is beginning to separate from the traditional China, Japan Korea Benchmark Regional demand from battery and cathode producers seeking low carbon domestically. Sourced material is growing rapidly.
Critically we are building one of the only independent lithium refineries outside of China.
Giving us a strategic advantage and serving north American and global battery markets.
And this localized demand is helping establish a market premium for North American lithium. This decoupling represents an important structural shift that reinforces the strategic value of domestic refining capacity.
Against this backdrop of strong policy support we are translating opportunity into supply agreements that secure a reliable quality feedstock pipeline to support our refinery and long term growth.
Many of these agreements start out as letters of intent, but we can then work with our project finance partners on the execution of definitive documents, we made commercial decisions with financing in mind to construct an efficient capital stack.
During the quarter, we announced a letter of intent with Prairie lithium to supply 6000 metric tons per year of lithium carbonate equivalent in the form of lithium chloride.
From both the policy tailwind and evolving Regional price differentials.
This feedstock will come from Prairie's project in Saskatchewan, Canada and be processed at our Muskogee refinery it's.
Turning to upstream sourcing and supply updates and how we're securing feedstock for our refinery.
Its location and scale directly support our centralized refining model aggregating regional lithium chloride sources and refining into battery grade lithium carbonate.
<unk> is developing three pad sites for production, which can provide the feedstock currently prairie is building what they referred to as the largest commercial DLD project in North America, partnering with Perry strengthens our commercial position Derisk phase, one and demonstrates tangible traction behind our strategy.
The upstream lithium market is evolving towards lithium chloride production. Lithium chloride production offers several advantages over lithium carbonate for upstream producers, including lower capital intensity, faster time to market, and insulation from changes in battery chemistry.
These factors allow producers to operate more efficiently and respond quickly to market demand.
<unk> two anchor a north American lithium supply chain in the Heartland of America.
Start as power is uniquely positioned to capitalize on this. Evolution our Muscogee Refinery, is designed to aggregate supply from multiple sources and scale the production of battery grade lithium carbonate efficiently.
And building on that momentum. We also signed a letter of intent with Mandrake resources to secure a 7500 metric tons per year of lithium carbonate equivalent in the form of lithium chloride from their Utah lithium project.
Critically. We are building 1 of the only independent lithium refineries outside of China.
Giving us a strategic advantage and serving North American and global battery markets.
This high quality U S. Brian asset located in paradox basin within the Colorado Plateau benefits from strong infrastructure, a stable regulatory environment and proximity to our Muskogee refinery, reducing transport costs and providing a reliable domestic feedstock source.
Against this backdrop of strong policy support, we are translating opportunity into Supply agreements, that secure a reliable quality feed stock pipeline, to support our Refinery and long-term growth.
Many of these agreements start out as letters of intent, but we can then work with our project finance partners on the execution of definitive documents.
These agreements reflect our broader strategy as an aggregator of north American lithium supply consolidating feedstock shrinking the midstream and efficiently delivering battery grade lithium to the market.
We make commercial decisions with financing in mind to construct an Capital step.
By prioritizing midstream conversion and aggregating supply, we derisk supply and build a resilient U S anchored supply chain.
During the quarter, we announced a letter of intent with Prairie lithium to supply 6,000 metric, tons per year of lithium carbonate equivalent in the form of lithium chloride.
Our approach of aggregating the sourcing of lithium chloride for conversion to carbonate is an innovative model in the industry, providing tangible benefits to both producers and the broader supply chain.
This feedstock will come from the Prairie’s project in Saskatchewan, Canada, and be processed at our Muscogee refinery.
Its location and scale directly support our centralized rebinding model, aggregating regional lithium fluoride sources and refining into battery-grade lithium carbonate.
This innovation continues to attract upstream partners validating the model and reinforcing startup power's leadership in creating a reliable domestic lithium ecosystem.
Prairies is developing 3 pad sites for production which can provide the feed stock.
Currently Prairie is building what they refer to as the largest commercial dle project in North America.
Turning to engineering and operations.
During the quarter, we can play it at <unk> III study for the Muskogee refinery a major milestone that brings startup power within reach of a final investment decision. The fel three is a comprehensive front end loaded engineering study of the refinery's design costs.
Partnering with Prairie strengthens our commercial position, de-risks Phase 1, and demonstrates tangible traction behind our strategy to anchor a North American lithium supply chain in the heartland of America.
And execution plan led by primary USA, a globally recognized EPC firm specializing in mining in lithium processing.
Building on that momentum, we also signed a letter of intent with Mandrake Resources to secure 7,500 metric tons per year of lithium carbonate equivalent in the form of lithium fluoride from their Utah lithium project.
The study confirmed phase one capacity of 25000 metric tons per year of battery grade lithium carbonate expandable to 50000 tons in phase two making it one of the largest planned refineries in the U S.
This high-quality US brine asset located in the Paradox Basin, within the Colorado Plateau, benefits from strong infrastructure, a stable regulatory environment, and proximity to our Misogi Refinery, reducing transport costs and providing a reliable domestic feedstock source.
Phase one capital expenditures are estimated at approximately $500 million nearly 200 million below prior estimates with a 90% probability factor inclusive of owner's cost contingency and escalation.
These agreements reflect our broader strategy as an aggregator of North American lithium supply, consolidating feedstock, strengthening the midstream, and efficiently delivering battery-grade lithium to the market.
Construction is expected to take roughly 24 months to reach mechanical completion.
The study incorporates <unk> modeling and the AACE class III refined cost estimate providing a clear technical definition.
By prioritizing midstream conversion and aggregating supply, we de-risked supply and built a resilient U.S.-anchored supply chain.
Budgetary analysis and reduce project risk.
Our air permit is administratively complete following an internal review by <unk> and we are waiting approval and with the technical review is complete. Meanwhile, our engineering team is coordinating with <unk> on site infrastructure under the updated will serve agreement for power as pre.
Our approach of aggregating sourcing of lithium chloride for conversion to carbonate is an innovative model in the industry, providing tangible benefits to both producers and the broader supply chain.
This innovation continues to attract upstream partners, validating the model and reinforcing Stardust Power's leadership in creating a reliable domestic lithium ecosystem.
Turning to engineering and operations.
Obviously communicated a third party independent engineering firm is finalizing the validation of the felt we report findings with completion expected in the coming weeks, we look forward to sharing the final results with investors as soon as that review is complete.
Turning from our operations and engineering to our commercial update.
<unk> power continues to explore further sales agreements from our future lithium production.
During the quarter, we can play it into our FEL 3 study for the Muscogee Refinery, a major milestone that brings Stardust Power within reach of a final investment decision. The FEL 3 is a comprehensive front-end loaded engineering study of the refinery's design, cost, and execution plan, led by a primary USA-based globally recognized EPC firm specializing in mining and lithium processing.
As previously disclosed in our form 8-K filing the company signed a letter of intent with a major global trading house to supply up to 20000 metric tons per year of battery grade lithium carbonate to their U S customers with an option to increase volumes to 25000 metric tons per year over.
And refineries in the US.
And 18 year term this represents approximately 80% of phase one of capacity and 40% of total refinery output once fully operational with a possibility to extend to 25000 metric tons per year, which is 100% of phase one capacity and 50% of total phase one.
Phase 1 capital expenditures are estimated at approximately $500 million, nearly $200 million below prior estimates, with a 90% probability factor inclusive of owner's cost contingency and escalation.
And phase II capacity.
Discussions remain active and once feedstock testing is complete we can move toward a definitive offtake agreement.
Construction is expected to take roughly 24 months to reach mechanical completion. The study incorporates 3D modeling and AAC Class 3, refined cost estimates, providing a clear technical definition.
In parallel the company is engaged in commercial discussions with additional potential buyers, including global Oems automakers and battery manufacturers, while pricing remains preliminary we anticipate a balanced structure, combining fixed price uptake and spot market exposure to manage both.
Budgetary analysis and reduced project risk.
Revenue stability and upside potential the recently announced pricing structure proposed by the Department of war for MP materials deal provides a good platform to consider other such critical commodities like lithium.
Our air permit is administratively complete following an internal review by ODQ, and we are waiting for approval once the technical review is complete. Meanwhile, our engineering team is coordinating with OG&E on site infrastructure under the updated Will Serve Agreement for power.
Market dynamics continue to evolve in our favor with early signs of decoupling between North American and Asian lithium pricing. This emerging north American premium for battery grade lithium underscores the strategic value of domestic supply and position startup power it to benefit as read.
As previously communicated, a third-party independent engineering firm is finalizing the validation of the Feltri report findings, with completion expected in the coming weeks. We look forward to sharing the final results with investors as soon as the review is complete.
Returning from our operations and engineering to our commercial update.
Sardis Power continues to explore further sales agreements from our future lithium production.
<unk> demand accelerates.
Beyond our commercial progress startup pirate remains committed to engaging with our local communities and shaping state and federal energy conversations.
We continue to take an active role in the communities, where we operate and in Oklahoma's broader energy dialogue.
Not just building a refinery we're building relationships that matter partnering with civic business and policy leaders to strengthen the state's clean energy and industrial base.
This quarter, we proudly sponsored and participated in the Tulsa renewable business alliances electric connection summit, where our team joined more than 150 energy professionals to discuss Oklahoma's renewable future.
As previously discussed in our Form 8-K filing, the company signed a letter of intent with a major global trading house to supply it up to 20,000 metric tons per year of battery-grade lithium carbonate to their U.S. customers, with an option to increase volumes to 25,000 metric tons per year over an 18-year term. This represents approximately 80% of Phase 1 capacity and 40% of total refinery output once fully operational, with the possibility to extend to 25,000 metric tons per year, which is 100% of Phase 1 capacity and 50% of total Phase 1 and Phase 2 capacity. Discussions remain active, and stock testing is complete, so we can move toward a definitive offtake agreement.
Grid modernization and workforce readiness. We also sponsored the 34th annual Environmental Federation of Oklahoma meeting and trade show supporting dialogue, among regulators industry and tribal leaders, including the Oklahoma Department of environmental quality EPA region six.
In parallel, the company is engaged in commercial discussions with additional potential buyers, including global OEM automakers and battery manufacturers. While pricing remains preliminary, we anticipate a balanced structure combining fixed-price offtake and spot market exposure to manage both revenue stability and upside potential. The recently announced pricing structure...
And the Cherokee nation as they prepare for evolving environmental frameworks from Washington D C.
Beyond sponsorships, our team engaged directly with regional and federal stakeholders, we participated in the Tulsa Regional Chambers Congressional Forum and key RMB, a partner showcase connecting with Oklahoma is energy and business leaders to share how lithium refining to strengthen.
Proposed by the Department of War for MP materials, the deal provides a good platform to consider other critical commodities like lithium.
Domestic supply chains, and attract new investment into the state.
Market dynamics continue to evolve in our favor, with early signs of decoupling between North American and Asian lithium pricing. This emerging North American premium for battery-grade lithium underscores the strategic value of domestic supply and positions Stardust Power to benefit as regional demand accelerates.
We also contributed to the Tulsa Regional Chamber as one voice task force on energy economic development and transportation, helping shape state and federal Legislative priorities ahead of the one voice policy Summit in November. In addition, we took part in the Oklahoma State.
Beyond our commercial progress, Stardust Power remains committed to engaging with our local communities and shaping state and federal energy conversations.
Chamber full policy committee focused on the state's 2026 legislative agenda.
At the community level, our participation and leadership Muskogee class 32, a nine month leadership program uniting business and civic leaders reflects our commitment to listening and learning and contributing directly to Muskogee as growth as our project advances.
We continue to take an active role in the communities where we operate in Oklahoma's broader energy dialogue. We're not just building a refinery; we're building relationships that matter, partnering with civic, business, and policy leaders to strengthen the state's clean energy and industrial base.
On the federal front, we contributed to the U S Department of Energy's 2026 critical materials assessment update and joined the domestic critical minerals and material supply workshop, where the administration reaffirmed domestic mineral independence as a national security priority.
This quarter, we proudly sponsored and participated in the Tulsa Renewable Business Alliance's Electric Connection Summit, where our team joined more than 150 energy professionals to discuss Oklahoma's renewable future.
We intend to remain an active voice in that national discussion.
Together these efforts demonstrate startup power's commitment to responsible growth grounded in partnership participation and a clear understanding of where our work aligns with the needs of our communities state and country.
Grid modernization and workforce readiness. We also sponsored the 34th Annual Environmental Federation of Oklahoma meeting in a trade show supporting dialogue among regulators, industry, and tribal leaders, including the Oklahoma Department of Environmental Quality, EPA Region 6, and the Cherokee Nation as they prepare for evolving environmental frameworks from Washington, D.C.
Turning to personnel and organizational updates we're pleased to welcome Mr. Kenneth pits as director of construction and subcontracts as we advance our refinery and project development.
Strengthen domestic supply chains and attract new investment into the state.
<unk> expertise in large scale project execution, having successfully done multiple chemical and mining projects from feasibility through production.
He will report to Randy Harris project director.
His addition, further strengthens our leadership team accelerates operational readiness and ensures we have the experience in place to execute our production and growth objectives.
We also contributed to the Tulsa Regional Chamber's 1Voice Task Force on Energy, Economic Development, and Transportation, helping shape state and federal legislative priorities ahead of the 1Voice Policy Summit in November. In addition, we took part in the Oklahoma State Chamber's Fall Policy Committee focused on the state's 2026 legislative agenda.
Earlier this quarter, we completed a one for 10 reverse stock split and necessary step to maintain our NASDAQ listing and strengthen our position in the public markets as of October 27, we are fully compliant with the NASDAQ and trading on the NASDAQ capital market well positioned to move forward with <unk>.
At the community level, our participation in the Leadership Muscogee Class 32, a 9-month leadership program uniting business and civic leaders, reflects our commitment to listening, learning, and contributing directly to Muscogee growth as our project advances.
This move was not about our fundamentals with about ensuring continued access to capital and aligning our share structure with a long term growth of the company. We have moved through key milestones, including completing engineering and advancing permitted.
On the federal front, we contributed to the U.S. Department of Energy's 2026 Critical Materials Assessment update and joined the Domestic Critical Minerals and Material Supply Workshop, where the administration reaffirmed domestic mineral independence as a national security priority.
Turning now to project Finance significant progress has been made the independent engineers third party validation of the <unk> III is nearing completion, marking a key milestone to support due diligence from investors and lenders.
We intend to remain an active voice in that national discussion.
Financial modeling is completed and we are engaged key advisers across the market and insurance and legal work streams. The prerequisite activities to reach final investment decisions are well advance following several key catalysts with ongoing completion of pre detailed design and testing work.
Together, these efforts demonstrate Stardust Power's commitment to responsible growth, grounded in partnership participation, and a clear understanding of where our work aligns with the needs of our communities, state, and country.
Turning to personnel and organizational updates, we're pleased to welcome Mr. Kenneth Pittz as Director of Construction and Subconscious. As we advance our refinery in project development,
<unk> strategy execution, and securing full permitting ahead of debt and equity funding to support our phase one construction.
10 brings expertise in large-scale project execution, having successfully completed multiple chemical and mining projects from feasibility through production.
Before I hand, it over to our CFO, Dave <unk> I would like to close with a clear message, we're moving fast and removing with purpose everything we've done this quarter advancing commercial discussions derisking engineering, securing feedstock and maintaining capital discipline.
He will report to Randy Harris, Project Director.
His edition further strengthens our leadership team, accelerates operational readiness, and ensures we have the experience in place to execute our production and growth objectives.
Is aimed squarely at one thing reaching final investment decision and commissioning phase one of our Muskogee project.
Speed to market is imperative.
Is that can execute early with qualified product and substantive partnerships will define the U S lithium landscape and startup power intends to be one of them. We're building the right Foundation long term supply optionality strategic offtake and growing alignment with federal and state partners.
Earlier this quarter, we completed a 1-for-10 reverse stock split, a necessary step to maintain our NASDAQ listing and strengthen our position in the public markets. As of October 27th, we are fully compliant with NASDAQ and trading on the NASDAQ Capital Market. We are well positioned to move forward with confidence.
Who see the importance of domestic refining we're focused on value creation and every action. We take is designed to deliver returns to our shareholder as the market evolves.
This move was not about our fundamentals but about ensuring continued access to capital and aligning our share structure with the long-term growth of the company. We have moved through key milestones, including completing engineering and advancing permitting.
With that I'll turn it over to Dave to review, our financial performance for the quarter.
Thank you Rocco and good afternoon, everyone.
Turning now to project finance, significant progress has been made. The independent engineer's third-party validation of the FEL 3 is nearing completion, marking a key milestone to support due diligence from investors and lenders.
Thank you for joining our earnings call for the Q3 2025 earnings period.
Before we begin I want to clarify that we will not be providing forward looking guidance or estimates during this call. Our focus will be on discussing our cost performance and the current state of our business.
We encourage you to refer to our filings with the SEC for more detailed information.
First a few developments during the quarter and subsequent to quarter end.
Financial modeling is completed, and we have engaged key advisors across the market in insurance and legal work streams. The prerequisite activities to reach a final investment decision are well advanced following several key catalysts, with ongoing completion of predetermined testing work, supply strategy execution, and securing full permitting ahead of debt and equity funding to support our Phase 1 construction.
We took several important steps to strengthen our capital market position.
As Rajiv noted, we successfully regained compliance with NASDAQ listing requirements.
Before I hand it over to our CFO, Uday, the Vasper, I would like to close with a clear message: we're moving fast and removing with purpose.
Common stock awards continue to trade on the NASDAQ capital market. Following the completion of nasdaq's should be.
Part of this process, we completed a one for 10 reverse stock split of September eight and necessity.
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Everything we've done this quarter—advancing commercial discussions, de-risking engineering, securing feedstock, and maintaining capital discipline—is aimed squarely at one thing: reaching a final investment decision and commissioning Phase 1 of our Misogi project.
All share and per share figures have been adjusted and historical numbers have been restated to reflect the spirit.
Speed to Market is imperative.
We also effectively utilized our b Riley aftermarket facility raising approximately $1 6 million in gross proceeds during the quarter and post quarter end to support ongoing project development supported by strong liquidity volumes taken together. These actions leave us fully compliant with NASDAQ with a stronger balance.
Sheet and continued access to growth capital putting status power in a solid position to advance our projects and deliver long term shareholder value.
Companies that can execute early with qualified products and substantive partnerships will define the U.S. lithium landscape. Stardust Power intends to be one of them. We're building the right foundation: long-term supply, optionality, strategic offtake, and growing alignment with federal and state partners who see the importance of domestic refining. We're focused on value creation, and every action we take is designed to deliver returns to our shareholders as the market evolves.
Subsequent to the quarter end, we entered into a warrant exchange agreement with an institutional investor under the agreement the Elisa exceeded waters for up to 731000 newly issued common shares.
With that, I'll turn it over to UV to review our financial performance for the quarter.
And thank you for joining our earnings call for the Q3 2025 earnings period.
This transaction strengthens our capital structure and simplifies our equity base.
By the time these waters now we've removed uncertainty regarding a sizable future dilution overhang on improved transparency around our share count. It also signals our confidence in the business and our upcoming milestones.
Before we begin, I want to clarify that we will not be providing forward-looking guidance or estimates during this call. Our focus will be on discussing our past performance and the current state of our business. We encourage you to refer to our filings with the SEC for more detailed information.
In short this exchange reduces complexity aligns our investors for the long term and positions us well as we move towards final investment decision and full scale lithium carbonate production.
First, if you developments during the quarter and subsequent to quarter end,
We took several important steps to strengthen our capital market position.
Turning to the financials for Q3 2025. The company is pre revenue as reported in our filings previously our ability to meet working capital and capital expenditure requirements for the next 12 months is dependent upon a plan to raise additional capital for issuance of equity or receive borrowings to fund.
As Rocha noted, we successfully regained compliance with NASDAQ listing requirements, and our common stock and Waters continued to trade on the NASDAQ Capital Market, following the completion of NASDAQ's review.
As part of this process, we completed a 1-for-10 reverse stock split on September 8th, a necessary step to maintain our listing and ensure ongoing access to public markets.
The company's operating and investing activities over the next year.
As of Q3, 25, we had cash and cash equivalents of $1 6 million on hand, compared to $9 million as of December 31, 2024.
All share and per share figures have been adjusted, and historical numbers have been restated to reflect the split.
As a current quarter and we had no long term debt.
Have devoted substantial efforts and financial resources to invest into our project raise capital and organize and staff the company.
We also effectively utilized our V Riley at the market facility, raising approximately $1.6 million in gross proceeds during the quarter and post-quarter end to support ongoing project development, supported by strong liquidity volumes.
As a result, the company has incurred significant operating losses.
As of Q3, 25, and Q3 'twenty four we had an accumulated deficit of $64 6 million.
Taken together, these actions leave us fully compliant with NASDAQ, with a stronger balance sheet and continued access to growth capital, putting Stardust Power in a solid position to advance our project and deliver long-term shareholder value.
And $43 1 million respectively.
The company incurred a net loss of $4 5 million in Q3, 25, which was lower by $5 6 million year over year.
Subsequent to the quarter-end, we entered into a warrant exchange agreement with an institutional investor. Under the agreement, the investor exchanged warrants for roughly 731,000 newly issued common shares.
The decrease in net loss is primarily driven by certain expenses related to the close of the business combination.
In the prior year.
As we have not yet commenced commercial production of battery grade lithium covenant, excluding the impact of costs related to the business combination on net loss reflects the anticipated ramp in operating expenses.
This transaction strengthens our capital structure and simplifies our equity base by retiring these warrants. Now, we've removed uncertainty regarding a sizable future dilution overhang and improved transparency around our share count. It also signals our confidence in the business and our upcoming milestones.
These include higher consulting and professional service costs and personnel related costs and general operational expenditures associated with advancing the build out of our facility and laying the groundwork for execution under our supply agreements.
In short, this exchange reduces complexity, aligns our investors for the long term, and positions us well as we move toward the final investment decision and full-scale lithium carbonate production.
Our loss per share improved to 50.
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In the prior year quarter, primarily driven by a decrease in general and administrative expenses costs due to lower personnel related costs and increase in weighted average common shares from the recent public offering.
Turning to the financials for Q3 2025, the company is pre-revenue currently, as reported in our filings previously. Our ability to meet working capital and capital expenditure requirements for the next 12 months is dependent upon our plan to raise additional capital from the issuance of equity or receive borrowings to fund the company's operating and investing activities over the next year.
Net cash used in operating activities decreased to $6 5 million for the nine months ended 30 September 2025, compared to $8 $5 million in the prior year. The decrease is primarily driven by certain expenses related to the close of business combination incurred in prior year offset partially by our continued investment and operation.
As of Q3 2025, we had cash and cash equivalents of $1.6 million on hand compared to $0.9 million as of December 31, 2024.
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As of the current quarter end, we have no long-term debt. We have devoted substantial efforts and financial resources to invest in our project, raise capital, and organize and staff the company.
Net cash used in investing activities was $3 million for the nine months ended September 32025, compared to $1 3 million in the prior year, primarily driven by initial capital investments made in the anticipated building of the refinery.
As a result, the company has incurred significant operating losses.
As of Q3 2025 and Q3 2024, we had an accumulated deficit of $64.6 million and $43.1 million, respectively.
Net cash provided by financing activities was $10 2 million for the nine months ended September 32025, representing a modest increase over the $10 1 million reported for the prior year period during the current period.
The company incurred a net loss of $4.5 million in Q3 2025, which was lower by $5.6 million year-over-year.
Cash provided by financing activities was driven primarily by $12 million in net proceeds from public offerings and warrant inducements and $1 6 million proceeds from common stock issuances offset partially by the repayment of $3 $8 million of short term notes.
The net loss is primarily driven by certain expenses related to the close of the business combination incurred in the prior year.
As we have not yet commenced commercial production of battery-grade lithium carbonate, excluding the impact of costs related to the business combination, our net loss reflects the anticipated ramp in operating expenses.
The prior period financing cash flow resulted from cash received from closing of the business combination, including proceeds from the pipe subscription agreements and convertible notes net of transaction cost paid.
These include higher consulting and professional service costs, personnel-related costs, and general operational expenditures associated with advancing the buildout of our facility and laying the groundwork for execution under our supply agreements.
And with that I conclude my remarks.
Our last per share improved to.
I'll turn it back over to you Roger.
Thanks to that we are now happy to take questions in line operator.
Thank you.
As a reminder, ladies and gentlemen to ask a question. Please press star one on your telephone and wait for your name to be announced to withdraw. Your question. Please press star one again please.
53 cents for Q3 2025 compared to $2.23 in the prior quarter, primarily driven by a decrease in general and administrative expenses. This was due to lower personnel costs and an increase in weighted average common shares from the recent public offerings.
Please standby, while we compile the Q&A roster.
Our first question comes from the line of Joseph Reagor with Roth Capital Partners. Your line is open.
Net cash used in operating activities decreased to $6.5 million for the nine months ended September 30, 2025, compared to $8.5 million in the prior year. The decrease is primarily driven by certain expenses related to the close of the business combination incurred in the prior year, offset partially by our continued investment in operations and the hiring of key talent.
Hey version in.
In the rest of the team thanks for taking my questions.
I guess first thing you mentioned government financing is there any additional color you can give us as far as the type of conversations you're having with the government given.
Million dollars for the 9 months ended September 30, 2025, compared to $1.3 million in the prior year, primarily driven by initial capital investments made in the anticipated building of the refinery.
The investments we've been making.
Hi, Joe Thanks, so much for joining us. This evening. So we are in deep conversations with the government at multiple levels as we've all witnessed and referenced in be in the earnings report that Theres strong federal interest in the area marked by equity investments and other forms of investment.
Net cash provided by financing activities was $10.2 million for the nine months ended September 30, 2025, representing a modest increase over the $10.1 million reported for the prior year period.
So we have been in deep discussion about our project, which we believe is at the core of the government interest in promoting onshoring processing capacity.
Cash provided by financing activities was driven primarily by $12 million in net proceeds from public offerings and warrant inducements, and $1.6 million in proceeds from common stock issuances, offset partially by the repayment of $3.8 million in short-term loans.
As the conversations progressed, we're happy to keep you informed but some of these conversations are ongoing.
Okay.
Thanks for the color there and then.
The prior period financing cash flow resulted from cash received from the closing of the business combination, including proceeds from the PIPE subscription agreements and convertible notes, net of transaction costs paid.
Just thinking about.
Keeping the balance sheet of flow in the meantime.
And with that, I conclude my remarks, and we'll turn it back over to you, Roshan.
While you're working towards an RFID and project level financing.
Thank you for joining us today. We are now happy to take questions in the line operator.
Thank you.
What are the liquidity options you guys have.
There's a reminder, ladies and gentlemen.
To maintain the balance sheet and what do you think.
We should expect for corporate expense over the next call it four quarters.
Please press star 1 on your telephone, then wait for your name to be announced.
To withdraw your question, please press start on 1 again.
Let me answer the first part, but I'd like to turn it over to Dave.
Please stand by while we compile the Q&A roster.
But where there is a lot of Optionality, we have increased volume since the summer it gives us flexibility in how we can.
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Our first question comes from the line of Joseph Rigger with W Capital Partners. Your line is open.
Hey, Russian. Uh, today in the rest of the team, uh, thanks for taking my questions.
um,
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I guess the first thing you mentioned was government financing. Is there any additional color you can give us regarding the type of conversations you're having with the government, given the investments they've been making?
Pay for those.
Regarding outlook, maybe I'll turn it over to that.
Hi, Joe Nice to talk to you again and thanks for joining us as.
As far as.
Forecast for the next four quarters, we don't provide forecast, but I think it's safe to say that.
From an operational standpoint, the cost will be similar to what Youre seeing right now like Roger mentioned.
Including project costs, and Capex that comes that will probably be.
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Hi, Joe, thanks so much for joining us this evening. Um, so we are in deep conversations with the government at multiple levels. As we've all witnessed and referenced in the earnings report, there's strong federal interest in the area marked by equity investments and other forms of investment. And so we have been in deep discussion about our project, which we believe is at the core of the government's interest in promoting onshoring processing capacity. Um, you know, as the conversations progress, we're happy to keep you informed. Um, but some of these conversations are ongoing.
From an operational perspective, we are trying to run a lean efficient ship so.
I would expect cost to be in the similar range.
Again from an operational and funding standpoint, like Roger mentioned, there are multiple options available to us including access to public markets.
Okay. Thanks, guys I'll turn it over.
Thanks, Joe.
Thank you.
As a reminder, ladies and gentlemen, Thats star one to ask the question.
Okay. Uh, yeah. Thanks for the, uh, there. And then, if you guys think about, you know, uh, keeping the balance sheet to float in, in the meantime, um, you know, while you're working towards an FID and project-level financing, um, what are the liquidity options you guys have, uh, to maintain the balance sheet? And what do you think, you know, we should expect for corporate expenses over the next, call it, four quarters?
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That concludes today's conference call. Thank you for your participation you may now disconnect.
Um, let me answer the first part of your question to turn it over to UD. Um, but you know, there's a lot of optionality. We have, um, increased volume since the summer, which gives us flexibility in how we can, uh, raise capital at the public company, including other types of options. So, given that, the non-pro finance capital costs have already been incurred and largely paid for, including buying the land at $1.6 million, buying the 66 acres in Oklahoma, and paying for the substantial felt 3 expense. We have limited, uh, non-pro capital costs moving forward and functionality in how we can pay for those. Regarding Outlook, maybe I'll turn it over to Ube.
Hi, Joe. Uh, nice to talk to you again and, uh, thanks for joining us. Uh, yeah as far as, um, the forecast for the next four quarters, we don't provide forecasts, but I think it's safe to say that, um, from an operational standpoint, the cost will be similar to what you're seeing right now. Um, like Roshan mentioned, uh, excluding project costs and capex that will probably be, uh, you know, incurred as we move along in these next four quarters. Um, from an operational perspective, we're trying to run a lean, efficient ship, so, um, I would expect costs to be in a similar range. Uh, and again, from an operational and funding standpoint, like Roshan mentioned, there are multiple options available to us, uh, including access to the public markets. So,
Okay, thanks, guys. I'll turn it over.
Thanks Joe.
Thank you.
As a Roman de Ladies and Gentlemen. Let's start 1, 111 to ask the question.
I'm showing no further questions in the queue.
That concludes today's conference call. Thank you for your participation. You may now disconnect.