What the changes say
- Stardust Power's risk disclosures highlight the threat of lower EV demand following the elimination of federal EV tax credits under the OBBBA.
- The company faces ongoing going concern doubts, with accumulated losses rising to $68.34 million as of December 31, 2025.
- Additional new risks address cash uninsured by the FDIC, compliance with Nasdaq listing requirements, and legal proceedings.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may adversely affect the market for lithium
Volatility in lithium demand or alternative battery technologies could harm our market, driven by weaker than expected EV sales.
- NewRisks Related to Our Business and Industry
Lawsuits have in the past and may in the future, be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our Common Stock
We face potential legal proceedings covering personal injury, property damage, tax, and contract disputes that could adversely affect our financial condition.
- NewRisks Related to Our Business and Industry
Unstable market and macroeconomic conditions, including tariffs or trade policy, may have serious adverse consequences on our business, financial condition and stock price
Macroeconomic instability, inflation, and trade policies like tariffs could increase overhead and transportation costs.
- NewRisks Related to Our Business and Industry
We maintain our cash at financial institutions, often in balances that exceed federally insured limits. The failure of financial institutions could adversely affect our ability to pay our operational expenses or make other payments
We hold cash at financial institutions in balances exceeding the FDIC insurance limits, exposing us to potential losses if banks fail.
- NewRisks Related to Legal, Regulatory, Accounting and Tax Matters
The evolving landscape related to sustainability matters could adversely impact our business, reputation, and operating results
Evolving regional and national sustainability regulations and stakeholder scrutiny regarding climate and human capital could increase compliance costs.
- NewRisks Related to Legal, Regulatory, Accounting and Tax Matters
If we fail to maintain proper and effective internal controls over financial reporting our ability to produce accurate and timely financial statements could be impaired
Failure to maintain proper and effective internal controls under Section 404 of the Sarbanes-Oxley Act could impair our financial reporting.
- NewRisks Related to Ownership of Securities and Operating as a Public Company
We may be unable to satisfy Nasdaq’s continued listing requirements, which could limit the ability of stockholders’ to effect transactions in our Common Stock or Public Warrants
Failure to meet Nasdaq continued listing requirements could result in delisting, reducing stock liquidity and our ability to obtain capital.
- NewRisks Related to Ownership of Securities and Operating as a Public Company
Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes
Our Certificate of Incorporation designates Delaware courts as the exclusive forum for certain stockholder disputes, which may limit shareholder choices.
- NewRisks Related to Ownership of Securities and Operating as a Public Company
Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon exercise of outstanding options, warrants or vesting and settlement of outstanding restricted stock units, or the perception that such sales may occur, could adversely affect the market price of our Common Stock
Future sales of substantial amounts of our Common Stock to raise capital could reduce the market price of our Common Stock.
Dropped
- DroppedRisks Related to Our Business and Industry
The development of non-lithium battery technologies could adversely affect us
- DroppedRisks Related to Our Business and Industry
The development of our lithium refinery is highly dependent upon the currently projected demand for and uses of lithium-based end products
- DroppedRisks Related to Our Business and Industry
Our future business prospects could be adversely affected if we are unable to enter into definitive agreements relating to contemplated joint ventures with Usha Resources and IGX and, if such agreements are in fact completed, there can be no assurance that such joint ventures will ultimately be successful
- DroppedRisks Related to Our Business and Industry
We may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings, and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes
- DroppedRisks Related to Our Business and Industry
Potential tariffs or a global trade war could increase the cost of products we rely upon, which could adversely impact the competitiveness of our business and our financial results
- DroppedRisks Related to Legal, Regulatory, Accounting and Tax Matters
Increased stakeholder focus on sustainability matters could adversely impact our business, reputation, and operating results
- DroppedRisks Related to Legal, Regulatory, Accounting and Tax Matters
Compliance with data privacy regulations could require additional expenditures, and may have an adverse impact on the operating cashflows of the Company
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
The Company continues to monitor the bid price for the Common Stock and the market value of publicly held shares. If the Company’s listed securities do not trade at levels that are likely to regain compliance, the Company’s Board of Directors will consider the options available to achieve compliance
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
Delaware law and the Governing Documents contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
Significant inflation could adversely affect our business and financial results
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
These market and industry factors may materially reduce the market price of Common Stock regardless of the operating performance of Stardust Power
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
Outstanding warrants to purchase Common Stock may be exercised by the holders of those warrants. There is no guarantee that the warrants will ever be in the money prior to their expiration, and, as such, the warrants may expire worthless
- DroppedRisks Related to Ownership of Securities and Operating as a Public Company
The Company is a “controlled company” within the meaning of Nasdaq rules and, as a result, qualifies for exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements
Reworded
- 78% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
It is not possible to predict the actual number of shares we will sell under our Purchase Agreement with B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales
Updated the B. Riley Purchase Agreement commitment amount from up to $50,000,000 down to up to $10,000,000 entered into on February 12, 2026.
Was: It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales
- 76% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
A sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline
Removed the specific reference to future sales from options or restricted stock units impacting the market price of common stock.
- 71% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
An active trading market for our Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Common Stock you receive
Changed stockholders' 'deemed purchase price' to 'respective purchase prices' regarding potential stock price declines.
- 57% rewrittenRisks Related to Our Business and Industry
An escalation of the current war in Ukraine, conflict in the Middle East, or the emergence of conflict elsewhere, may adversely affect our business
Expanded geopolitical conflict risks to explicitly include supply chain or demand disruptions caused by the war in Ukraine and Middle East conflicts.
Was: An escalation of the current war in Ukraine, generalized conflict in Europe and the Middle East, or the emergence of conflict elsewhere, may adversely affect our business
- 56% rewrittenRisks Related to Our Business and Industry
Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern
Updated financial figures for going concern risk, showing an accumulated deficit of $68.34 million and negative operating cash flow of $8.3 million as of December 31, 2025.
- 56% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
The Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends
Retained holding company dependency on subsidiary distributions with no material substantive changes to the text.
- 52% rewrittenRisks Related to Our Business and Industry
Our future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally competitive, cyclical and volatile
Added specific mention of the OBBBA signed on July 4, 2025, which eliminates federal EV tax credits after September 30, 2025.
- 51% rewrittenRisks Related to Legal, Regulatory, Accounting and Tax Matters
The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating results and liquidity
Added reference to President Trump's January 2025 executive order directing a pause on BIL and IRA fund disbursements.
- 41% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
The price of the Company’s securities may be volatile
- 40% rewrittenRisks Related to Our Business and Industry
Our products may not qualify for use by our intended customers
Was: Our products may not qualify for use for our intended customers
- 40% rewrittenRisks Related to Our Business and Industry
Pipeline of lithium feedstock may prove to be non-viable, which could have a material adverse impact on our business and operations
Was: Pipeline of lithium feedstock may prove to be non-viable, which could have material adverse impact on our business and operations
- 34% rewrittenRisks Related to Our Business and Industry
We may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material adverse impact on our results of operations
- 33% rewrittenRisks Related to Our Business and Industry
Delays and other obstacles may prevent the successful completion of our Facility
- 32% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
If securities or industry analysts do not publish research or reports about the Company’s business or publish negative reports, the market price of the Common Stock could decline
- 32% rewrittenRisks Related to Our Business and Industry
Lithium prices are subject to unpredictable fluctuations which may adversely affect the results of our operations and our ability to successfully execute our business plan
Was: Lithium prices are subject to unpredictable fluctuations
- 32% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
A small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Company
- 30% rewrittenRisks Related to Our Business and Industry
We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all
- 30% rewrittenRisks Related to Intellectual Property
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors or their former employers
- 26% rewrittenRisks Related to Our Business and Industry
Low-cost producers could disrupt the market and be able to provide products cheaper than the Company
- 26% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
If the Company’s operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of the Common Stock may decline
- 21% rewrittenRisks Related to Ownership of Securities and Operating as a Public Company
Upon our dissolution, our stockholders may not recoup all or any portion of their investment
- 21% rewrittenRisks Related to Our Business and Industry
Lithium can be highly combustible, and if we have incidents, it could adversely impact us
Was: Lithium can be highly combustible, and if we have incidences, it could adversely impact us
- 21% rewrittenRisks Related to Our Business and Industry
Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry
All 65 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Our future performance is difficult to evaluate because we have a limited operating history in the lithium industry21% rewritten
- 02Our limited history makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment
- 03Our management has identified conditions that raise substantial doubt about our ability to continue as a going concern56% rewritten
- 04We are a development stage company, and there is no guarantee that our development will result in the commercial production of lithium from brine sources
- 05We face numerous risks related to exploration, construction, and extraction of brine by our suppliers
- 06Our quarterly and annual operating and financial results and our revenue, if any, are likely to fluctuate significantly in future periods
- 07Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our battery-grade lithium production activities
- 08Pipeline of lithium feedstock may prove to be non-viable, which could have a material adverse impact on our business and operations40% rewritten
- 09Logistics costs based on a hub and spoke refinery model may increase our costs to where it is not economically viable to continue development and commercial production
- 10Even if we are successful in completing all initial phases and the first commercial production at our Facility and consistently produce battery-grade lithium on a commercial scale, we may not be successful in commencing and expanding commercial operations to support the growth of our business
- 11Our ability to manage growth will have an impact on our business, financial condition, and results of operations
- 12Our products may not qualify for use by our intended customers40% rewritten
- 13We might not be able to sell our products as intended
- 14Delays and other obstacles may prevent the successful completion of our Facility33% rewritten
- 15We may not be able to develop, maintain and grow strategic relationships, identify new strategic relationship opportunities, or form strategic relationships, in the future
- 16Lithium can be highly combustible, and if we have incidents, it could adversely impact us21% rewritten
- 17The lithium brine industry includes well capitalized companies, and we may not have sufficient resources to compete against them
- 18Low-cost producers could disrupt the market and be able to provide products cheaper than the Company26% rewritten
- 19We may be unable to qualify for existing federal and state level grants and incentives and the grants and incentives may not be released to us as quickly or efficiently as we anticipate or at all30% rewritten
- 20We may in the future use hedging arrangements to mitigate certain risks, but the use of such derivative instruments could have a material adverse impact on our results of operations34% rewritten
- 21We may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our stockholders, and consume resources that are necessary to sustain our business
- 22We are dependent upon key management employees
- 23Our success as a company producing battery-grade lithium and related products depends to a significant extent on the capabilities of our partners for lithium extraction from brine and our ability to secure capital for the implementation of brine processing plants
- 24Volatility in the demand for lithium products or the development of alternative battery technologies that do not utilize lithium inputs may adversely affect the market for lithiumNew
- 25Lithium prices are subject to unpredictable fluctuations which may adversely affect the results of our operations and our ability to successfully execute our business plan32% rewritten
- 26Our future growth and success are dependent upon consumers’ demand for electric vehicles in an automotive industry that is generally competitive, cyclical and volatile52% rewritten
- 27We may be unable to successfully negotiate final, binding terms related to our current non-binding memoranda of understanding and letters of intent for supply and offtake agreements, which could harm our commercial prospects
- 28Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products
- 29Our business and operations may be significantly disrupted upon the occurrence of a catastrophic event, information technology system failures or cyberattack
- 30We may be subject to liabilities and losses that may not be covered by insurance
- 31Lawsuits have in the past and may in the future, be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity or the market price of our Common StockNew
- 32An escalation of the current war in Ukraine, conflict in the Middle East, or the emergence of conflict elsewhere, may adversely affect our business57% rewritten
- 33Unstable market and macroeconomic conditions, including tariffs or trade policy, may have serious adverse consequences on our business, financial condition and stock priceNew
- 34We maintain our cash at financial institutions, often in balances that exceed federally insured limits. The failure of financial institutions could adversely affect our ability to pay our operational expenses or make other paymentsNew
Risks Related to Intellectual Property
- 35If we fail to adequately protect our intellectual property or technology (including any later developed or acquired intellectual property or technology), our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights
- 36If we are unable to protect the confidentiality of our proprietary information or trade secrets, our business and competitive position may be harmed
- 37We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information or alleged trade secrets of third parties or competitors or are in breach of noncompetition or non-solicitation agreements with our competitors or their former employers30% rewritten
- 38We may be subject to claims challenging the inventorship or ownership of our future intellectual property, particularly those that may be developed or invented by our employees, consultants or contractors
- 39If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets and our business may be adversely affected
- 40We may be sued by third parties for alleged infringement of their intellectual property rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future
Risks Related to Legal, Regulatory, Accounting and Tax Matters
- 41The evolving landscape related to sustainability matters could adversely impact our business, reputation, and operating resultsNew
- 42Compliance with health and safety laws and regulations can be complex, and noncompliance with these laws and regulations may result in potentially significant monetary damages and fines
- 43Climate change legislation, regulations and policies may result in increased operating costs and otherwise affect our business, our industry and the global economy
- 44The physical impacts of climate change, including adverse weather, may have a negative impact on our business and results of operations
- 45The reduction or elimination of government subsidies and economic incentives for alternative energy technologies, or the failure to renew such subsidies and incentives, could reduce demand for our products, lead to a reduction in our revenues, and adversely impact our operating results and liquidity51% rewritten
- 46Existing, and future changes to, federal, state and local regulations and policies, including permitting requirements applicable to us, and enactment of new regulations and policies, may adversely affect the market for environmental attributes generated by our operations
- 47If we fail to maintain proper and effective internal controls over financial reporting our ability to produce accurate and timely financial statements could be impairedNew
Risks Related to Ownership of Securities and Operating as a Public Company
- 48Our shares of Common Stock are thinly traded, so stockholders may be unable to sell at or near ask prices or at all if they need to sell shares to raise money or otherwise desire to liquidate their shares
- 49Upon our dissolution, our stockholders may not recoup all or any portion of their investment21% rewritten
- 50An active trading market for our Common Stock may never develop or be sustained, which may make it difficult to sell the shares of Common Stock you receive71% rewritten
- 51We may be unable to satisfy Nasdaq’s continued listing requirements, which could limit the ability of stockholders’ to effect transactions in our Common Stock or Public WarrantsNew
- 52Our Certificate of Incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputesNew
- 53It is not possible to predict the actual number of shares we will sell under our Purchase Agreement with B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales78% rewritten
- 54The Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause the Company to incur significant expenses, hinder execution of business and growth strategy and impact its stock price
- 55The price of the Company’s securities may be volatile41% rewritten
- 56The Company does not intend to pay cash dividends for the foreseeable future
- 57The Company qualifies as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make the Common Stock less attractive to investors
- 58A small number of stockholders continue to have substantial control over Stardust Power, which may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Company32% rewritten
- 59Warrants may be exercised for Common Stock, which would increase the number of shares eligible for future resale in the public market and result in further dilution to our stockholders
- 60If the Company’s operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of the Common Stock may decline26% rewritten
- 61If securities or industry analysts do not publish research or reports about the Company’s business or publish negative reports, the market price of the Common Stock could decline32% rewritten
- 62A sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline76% rewritten
- 63Future sales of substantial amounts of our Common Stock in the public market, including shares issued upon exercise of outstanding options, warrants or vesting and settlement of outstanding restricted stock units, or the perception that such sales may occur, could adversely affect the market price of our Common StockNew
- 64The Company may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of the Common Stock
- 65The Company is a holding company and its only material assets are its interest in its subsidiaries, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes and pay dividends56% rewritten
Other Stardust Power 10-Ks
- FY2024 10-K risk factors70 risks
Stardust Power is a pre-revenue development stage company facing going concern doubts with an accumulated deficit of $52.62 million.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.