Stardust Power Inc. Year-end 2025 Earnings Call - Muskogee Refinery De-risked, Moving to Project Financing

Operator: Good afternoon and welcome to Stardust Power Inc.’s year-end 2025 earnings call. My name is Tawanda, and I’ll be your operator today. Before this call, Stardust Power issued its financial results for the year-end 2025. Joining us on today’s call are Stardust Power’s Founder and CEO, Roshan Pujari, and CFO, Uday Devasper. Following their remarks, we will open the call for questions. Before we begin, Johanna Gonzalez, Stardust Power’s Director of Investor Relations and Communications, will make a brief introductory statement. Ms. Gonzalez, please proceed.

Johanna Gonzalez, Director of Investor Relations and Communications, Stardust Power Inc.: 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 factors, many of which are beyond our control, which could cause actual results, outcomes, and events and the timing of such results, outcomes, 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 the forward-looking statements are made, except as required by law.

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. You may get Stardust Power’s SEC filings by visiting the SEC’s website at www.sec.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 Stardust Power’s website. Now I turn the call over to Stardust Power CEO, Roshan Pujari.

Roshan Pujari, Founder and Chief Executive Officer, Stardust Power Inc.: Thank you, Joanna. Before we begin, you may have seen that we issued our results slightly earlier this quarter. We did that to give investors additional time to review the information ahead of today’s call and to accommodate scheduling logistics for the management team. 2025 was a foundational year for Stardust Power, one defined by execution, de-risking, and building the operational, technical, and regulatory base required to advance one of the largest planned lithium refineries in the United States and positioning the project for its next phase of development, including project financing. The reality is simple. The U.S. cannot scale grid storage, AI infrastructure, defense electrification, or EVs without secure access to battery-grade lithium. Today, batteries represent the overwhelming majority of global lithium demand.

Yet the bottleneck is not access to raw lithium, but the ability to process it into battery-grade lithium carbonate at scale reliably and with an American control. This critical gap in the supply chain is what Stardust Power is built to solve. This opportunity is exactly what our refinery project in Muskogee is focused on. Before turning back to our project, let me briefly comment on the broader lithium market backdrop. The lithium demand outlook remains structurally strong and increasingly diversified. According to Fastmarkets research, global lithium-ion battery demand grew roughly 20% in 2025, driven by both EVs and rapidly expanding battery energy storage systems. While EVs still represent the majority of demand, stationary storage is now emerging as one of the fastest-growing segments, particularly in North America, as grid-scale deployment accelerates.

This diversification is broadening the demand base and supporting a more durable long-term growth profile for the sector. However, while upstream lithium production continues to expand across North America, downstream processing capacity has not kept pace, creating a critical bottleneck in converting raw lithium into battery-grade materials and strengthening domestic supply chain resilience. On pricing, we are seeing a clear improvement from last year. Battery-grade lithium carbonate is currently trading in the U.S. $24,000 per metric ton range, up three times from its lows in 2025. While some short-term volatility is always possible, long-term price stabilization is taking place. Demand remains strong across both energy storage markets and EVs, and pricing is finding balance at more sustainable levels. In North America, domestically processed battery materials can also command a premium, reflecting growing demand for secure and localized supply chains.

Before walking through the progress across the project, I want to briefly frame how we are thinking about the next phase of development. With key engineering, permitting, and early commercial milestones now in place, we are transitioning into the next stage of the project. Our focus is on securing project level financing aligned with construction, where the majority of the capital required for the refinery is expected to be funded through a combination of debt and strategic equity at the project level rather than the corporate level. We are actively advancing discussions across multiple channels, including strategic partners, debt providers, and potential government supported programs with the objective of establishing an optimal capital structure. With that in mind, let me walk you through the progress we have made in the business. Over the past year, we advanced the project across operations, permitting, engineering, infrastructure, commercial strategy, and team development.

Overall de-risking of the project for the Muskogee Lithium Refinery. Throughout 2025, we focused on systematically strengthening the company across the key areas that institutional investors, strategic partners and government stakeholders look for in domestic critical minerals project, leadership, technical readiness, permitting clarity, infrastructure access and commercial credibility. On leadership and execution, we appointed Chris Celano as Chief Operating Officer, bringing a strong track record delivering large scale industrial projects. We strengthened our technical bench with the addition of Ken Pitts as Director of Construction and Subcontracts, and we continued expanding lithium specific expertise to deepen execution capability. We also welcomed Carlos Urquiaga as Senior Advisor to support our financial capital strategy and project financing initiatives. In January 2026, we added Bruce Czachor as General Counsel, who brings deep lithium industry experience from Piedmont Lithium, supporting large scale project development and financing.

Strategically, we advanced multiple initiatives that supported long term competitiveness and project success, including an exclusive licensing agreement for a lithium brine material concentration technology from KMX Technologies, an agreement with Ohio State to advance lithium refining technologies, and expanded our external capabilities through government relations support from 38 North Solutions. At the same time, we continued advancing the project across several key engineering and infrastructure milestones. From an engineering standpoint, Stardust Power completed the Front-End Loading 3 or FEL-3 study with Primero USA for the Muskogee refinery, a major milestone in advancing the project towards final investment decision. The FEL-3 provides the technical cost and execution framework needed to proceed with project planning and financing. In addition, we completed an independent review of our Muskogee Lithium Refinery from Black & Veatch, a highly respected engineering firm.

That independent work provided further validation that our project approach is aligned with industry standards and supports our commitment to disciplined third-party verified project development. We also made important progress on infrastructure readiness, including finalizing a key 40 MW infrastructure will-serve agreement with the Oklahoma Gas and Electric Company. This is a meaningful step towards ensuring the project can access the utilities and energy infrastructure required to support a large-scale refining operation. In parallel with engineering work, we made important progress towards reducing regulatory risk through the permitting process. A major focus in 2025 was reducing regulatory uncertainty and advancing permitting clarity. Over the year, we confirmed that no industrial wastewater discharge permit is expected to be required for the Oklahoma Lithium facility. We do not expect to create material water emissions.

We intend to utilize zero liquid discharge technology designed to avoid material waterways. This is an important outcome that supports both project feasibility and environmental responsibility. Our Muskogee refinery is designed with a closed loop water system that recycles processed water and eliminates wastewater discharge. We believe that this design is not only environmentally responsible, but also is operationally practical for long term facility operations. It reduces the need to source large volumes of water from municipalities. Our goal is to be responsible with our resources. Together, these permitting achievements reflect a deliberate strategy to reduce major regulatory unknowns early so that the project’s path to construction and commissioning is clear, credible and measurable. This work progressed steadily throughout the year and culminated in several key milestones toward the end of the year and shortly thereafter.

In the fourth quarter and subsequent recent months, we delivered several of the most important milestones of the year, including material progress on supply, third-party validation, team strength, and permitting. On the commercial front, we announced two supply agreements for up to 13,500 metric tons of lithium carbonate equivalent. These agreements represent meaningful progress towards securing strategic North American lithium supply in support of our broader objective of building a resilient domestic refining value chain. Upstream production has been ramping up in America and North America. Major oil and gas companies have entered the market and are aggressive with schedules and timelines. We see new wells being drilled all over the U.S. in Arkansas, Texas, Nevada, among other places. However, no significant new processing capacity has come online or is expected to come online in the immediate future.

Stardust Power seeks to solve this critical gap in the supply chain. We also completed the independent third-party review from Black & Veatch, which determined that the project has low technical and design risk and that phase one production targets are deemed achievable. We believe that such third-party confirmation is an important signal for project credibility and for future stakeholders evaluating the refinery’s readiness. Most significantly, we received our air quality construction permit from the Oklahoma Department of Environmental Quality or ODEQ. This permit allows the project to proceed with construction and commissioning, and we believe materially reduces regulatory timeline risk for the project. The ODEQ review confirmed the refinery qualifies as a minor source under state and federal air regulations, reflecting the facility’s anticipated emissions controls, monitoring systems, and environmental safeguards.

The air permit builds on prior approvals, including ODEQ’s approval of our stormwater permit and stormwater pollution prevention plan. Concurrently with the permitting process, we are also advancing work on the site. At the start of 2025, we held a ceremonial groundbreaking at the project site. This reflects something tangible. The project has progressed beyond concept and planning and is the next phase of development. With the air quality construction permit now in hand, our focus is advancing towards final investment decision and detailed design. Once fully operational, the refinery is expected to produce up to 50,000 metric tons per year of battery-grade lithium carbonate at full nameplate capacity, supporting the rapidly growing American market. As we advance the refinery project towards construction, maintaining strong alignment and relationships with our community and government partners continues to be an important focus for Stardust Power.

Over the last several months, we’ve continued to be active in the Muskogee community and across the broader critical minerals policy landscape. Our team participated in several regional and industry forums, including the Arkansas Lithium Summit, and engaged with business leaders and policymakers through Oklahoma State Chamber and Tulsa Regional Chamber initiatives focused on economic development, energy policy, and strengthening domestic critical mineral supply chains. Locally, we continued building strong relationships with community leaders and workforce organizations through programs like Leadership Muskogee and the Greater Muskogee Manufacturers Alliance. We were also proud to sponsor the Greater Muskogee Education Consortium’s Mathematics and Engineering Design Competition, where nearly 500 students from nine schools took part. Stardust Power donated the event’s main prize, and our team had the opportunity to connect directly with students interested in careers in science, engineering, and advanced manufacturing.

At the federal level, we also participated in a Department of Energy workforce initiative and provided input to the Defense Industrial Base Consortium on strengthening the domestic critical mineral supply chain. These efforts reflect our commitment to being an active partner in the communities where we operate while supporting the development of a strong U.S. battery material supply chain. We have also spent time in Washington, D.C., through a series of meetings with officials at the White House, the Office of the United States Trade Representative, and the U.S. Department of Energy to discuss the role domestic lithium processing can play in strengthening U.S. battery supply chains and supporting both economic and national security priorities as the United States works to onshore critical mineral supply chains. With that, I’ll turn it over to Uday to review our financial performance for the quarter.

Uday Devasper, Chief Financial Officer, Stardust Power Inc.: Thank you, Roshan. Good afternoon, everyone, and thank you for joining our earnings call for the year ended 2025. 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 about our financial performance and risk factors associated with the business. First, a few developments during the quarter and subsequent to the year-end. In October 2025, we entered into a warrant exchange agreement with an institutional investor to simplify our capital structure and reduce potential dilution.

Under this agreement, the investor exchanged warrants originally issued in March 2025, representing the right to purchase approximately 58,000 shares of common stock for approximately 731,000 newly issued shares of common stock, and the transaction was completed with the cash consideration from investors. Upon closing, the warrants were surrendered and fully canceled. In connection with this transaction, the company incurred $75,000 in fees directly related to executing the exchange. In December 2025, we entered into a securities purchase agreement with Lind Global Asset Management 13, providing up to $15 million of senior secured convertible debt financing.

At the initial closing, we received gross proceeds of approximately $4 million in exchange for issuing a senior secured convertible note with a principal amount of $4.8 million, along with a warrant to purchase approximately 411,000 shares of common stock. The financing provides additional capital to support the company’s development activities and operational needs as we advance our strategic initiatives. In December 2025, we also entered into a letter agreement with B. Riley Principal Capital II, pursuant to which the parties mutually agreed to terminate the B. Riley purchase agreement as amended, and the related B. Riley registration rights agreement entered into in October 2024. During the year ended December 31, 2025, we issued 638,048 shares of common stock, aggregating to net proceeds of $2.1 million.

Subsequent to the year-end, we entered into a synthetic ATM facility with B. Riley Principal Capital, which allows the company to sell up to $10 million of newly issued shares of common stock from time to time. This facility provides us with additional financial flexibility as we continue to execute our long-term strategy. Turning to the financials for the year ended December 31, 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 issuers of equity or receive borrowings to fund the company’s operating and investing activities over the next year.

As of December 31, 2025, we had cash and cash equivalents of $3.5 million on hand, compared to $913,000 as of December 31, 2024. For the year ended December 31, 2025, the company incurred a net loss of $15.7 million compared to a net loss of $23.8 million incurred in the prior year ended December 31, 2024. The improvement was primarily driven by lower financing charges and reduced general and administrative expenses compared to the prior year, which included certain costs associated with being a public company. Since the company has yet to start commercial production of battery-grade lithium carbonate, operating expenses are expected to increase as the company starts to recruit more personnel to perform general operational tasks and set up the Muskogee Lithium Refinery.

As of December 31, 2025, and December 31, 2024, we had an accumulated $1 million and $52.6 million, respectively. Loss per share, as adjusted for the reverse stock split completed in Q3 2025, was $2.13 for the fiscal year ending December 31, 2025, compared to a loss per share of $5.55 for the prior period, primarily driven by the lower net loss due to reasons mentioned earlier and an increase in outstanding share capital due to public offerings during the year.

Net cash used in operating activities totaled $8.3 million for the current fiscal year, compared to $9.7 million for the prior year, primarily driven by certain expenses related to the close of the company’s business combination incurred in the prior year, partially offset by continued investment in operations and hiring of key talent. Net cash used in investing activities was $3.4 million for the current fiscal year, compared to $4.8 million for the prior year, primarily driven by our initial capital investments made in the anticipated building of the lithium processing facility. Net cash provided by financing activities was $14.2 million for the current fiscal year, compared to $14.2 million for the prior year.

During the current year, cash provided by financing activities was primarily driven by $12 million in net proceeds from inducements, cash received from the issuance of 2025 convertible notes of $3.8 million, and $2.1 million in proceeds from common stock issuances, partially offset by the repayment of $3.9 million of short-term loans. The prior year financing cash flow resulted from cash received from closing of the business combination, including proceeds from the company’s PIPE subscription agreements and 2024 convertible loans, net of transaction costs paid, and proceeds from short-term loans from related party and investors. We used the funds to meet our working capital needs and our initial capital investments for the refinery. As we look ahead, our current cash position provides a foundation to support and key project milestones while we continue to advance our broader financing activities.

As is typical with projects at this stage, additional capital will be running operations for the next 12 months, and we are pursuing multiple funding options, including our existing ATM facility and other sources. Importantly, as Roshan highlighted, our focus is on securing project-level financing aligned with construction, and we continue to make progress across a range of strategic and financing discussions. With that, I conclude my remarks, and we’ll turn it back over to you, Roshan.

Roshan Pujari, Founder and Chief Executive Officer, Stardust Power Inc.: Thank you, Uday. Looking ahead, 2026 is about execution and transition. Over the past year, we’ve reached key de-risking milestones, including completion of our FEL-3 engineering, securing our air permit, and advancing feedstock agreements, which position the project for the next phase. These are the milestones lenders, partners, and stakeholders look for, and we are now moving into the financing stage of development while advancing EPC planning and preparing the site for major construction. Our focus is on securing project-level financing aligned with construction, with the majority of the capital required for the refinery expected to be funded through a combination of debt and strategic equity at the project level rather than corporate equity. We are actively advancing discussions across multiple channels, including strategic partners, debt providers, and potential government-supported programs with the objective of establishing an optimal capital structure.

We remain disciplined in our approach, prioritizing capital efficiency and minimizing dilution with equity used selectively. At the same time, we continue to strengthen the commercial foundation of the refinery through additional feedstock discussions and advancing potential offtake and strategic partnerships. With engineering validation, permitting in place, and early commercial progress, we believe the project is well-positioned to move forward to a final investment decision. The need for domestic lithium refining capacity in the United States remains clear. Our priority now is straightforward. Secure the right financing partners and move the project from development into construction. Our focus is on executing the key milestones required to secure project finance and advance the refinery into construction, which we believe will be the primary drivers of long-term shareholder value. Thank you for your continued support. We will now open the call for questions.

Operator: Thank you. Ladies and gentlemen, to ask the question, please press star one one on your telephone, then wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. I’m showing no questions in the queue. That concludes today’s conference call. Thank you for your participation. You may now disconnect.