FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

SCHEDULE OF ASSETS AND LIABILITIES ARE MEASURED AT FAIR VALUE

The following tables summarize the Company’s assets and liabilities that are measured at fair value in the unaudited condensed consolidated financial statements:

	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	218,556	$	-	$	-	$	218,556
Total financial assets	$	218,556	$	-	$	-	$	218,556

	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Other noncurrent assets:
Investment in equity securities (a)	$	67,562	$	-	$	-	$	67,562
Total financial assets	$	67,562	$	-	$	-	$	67,562

	Fair Value Measurements as at December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities
SAFE notes (b)	$	-	$	-	$	5,212,200	$	5,212,200
Sponsor earnout shares (c)		-		-		-		-
Total financial liabilities	$	-	$	-	$	5,212,200	$	5,212,200

	Fair Value Measurements as at September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities
Sponsor earnout shares (c)		-		-		2,972,800		2,972,800
Total financial liabilities	$	-	$	-	$	2,972,800	$	2,972,800

(a) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments-Equity Securities, based on quoted prices in active markets.

(b) The valuation of the Level 3 measurement considered the probabilities of the occurrence of the scenarios as discussed in Note 2 the audited consolidated financial statements of Legacy Stardust Power and notes thereto for the period March 16, 2023 (inception) to December 31, 2023 included in the Company’s Registration Statement on Form S-4/A filed with the SEC on May 8, 2024.

(c) For Level 3 earnout liability, the Company assesses the fair value of expected earnout liability at each reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected earnout consideration. This fair value measurement is considered a Level 3 measurement because the Company estimates projections during the earnout period utilizing various potential pay-out scenarios. The Monte Carlo simulation method repeats a process thousands of times in an attempt to predict all the possible future outcomes. At the end of the simulation, several random trials produce a distribution of outcomes that are then analyzed to determine the average present value of earnout. Change in the fair value of earnout liability is reflected in our unaudited condensed consolidated statements of operations.

SCHEDULE OF RECONCILIATION OF ACTIVITY AND CHANGES IN FAIR VALUE

The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, convertible notes and Sponsor earnout liability:

	SAFE notes at fair value			Convertible notes at fair value			Sponsor Earnout liability at fair value
Balance as at March 16, 2023 (inception)	$	-		$	-		$	-
Issuance of notes		2,000,000			-			-
Change in fair value		-			-			-
Balance as at June 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		-			-			-
Change in fair value		-			-			-
Balance as at September 30, 2023	$	2,000,000		$	-		$	-
Issuance of notes		3,000,000			-			-
Change in fair value		212,200			-			-
Balance as at December 31, 2023	$	5,212,200		$	-		$	-
Issuance of notes		200,000			-			-
Change in fair value		107,900			-			-
Balance as at March 31, 2024	$	5,520,100		$	-		$	-
Issuance of notes		-			2,100,000			-
Change in fair value		847,100			471,400			-
Balance as at June 30, 2024	$	6,367,200		$	2,571,400		$	-
Issuance of common stock upon conversion		(6,367,200	)		(2,571,400	)		-
Sponsor earnout liability recognized on closing of Business Combination		-			-			4,608,900
Change in fair value								(1,636,100	)
Balance as at September 30, 2024	$	-		$	-		$	2,972,800