Stardust Power Inc. Fair Value Disclosure
NOTE 13 – FAIR VALUE MEASUREMENTS
The following tables summarize the Company’s assets and liabilities that are measured at fair value in the consolidated financial statements:
| Fair Value Measurements as at December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Other noncurrent assets: | ||||||||||||||||
| Investment in equity securities (a) | $ | 1,496,422 | $ | $ | $ | 1,496,422 | ||||||||||
| Total financial assets | $ | 1,496,422 | $ | $ | $ | 1,496,422 | ||||||||||
Stardust Power Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Fair Value Measurements as at December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Other noncurrent assets: | ||||||||||||||||
| Investment in equity securities (a) | $ | 37,374 | 37,374 | |||||||||||||
| Total financial assets | $ | 37,374 | 37,374 | |||||||||||||
| Fair Value Measurements as at December 31, 2024 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Sponsor earnout shares (b) | 532,700 | 532,700 | ||||||||||||||
| Total financial liabilities | $ | $ | $ | 532,700 | $ | 532,700 | ||||||||||
| Fair Value Measurements as at December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Sponsor earnout shares (b) | 4,700 | 4,700 | ||||||||||||||
| Total financial liabilities | $ | $ | $ | 4,700 | $ | 4,700 | ||||||||||
| (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) | 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 consolidated statements of operations. |
The make-whole obligation liability related to the Purchase Agreement is measured at fair value categorized within Level 1 of the fair value hierarchy. See Note 6.
The following table provides a reconciliation of activity and changes in fair value for the Company’s SAFE notes, 2024 convertible notes and Sponsor earnout liability:
| SAFE notes at fair value |
2024 Convertible notes |
Sponsor Earnout liability at fair value |
||||||||||
| Balance as at December 31, 2023 | $ | 5,212,200 | $ | $ | ||||||||
| Issuance of notes | 200,000 | 2,100,000 | ||||||||||
| Sponsor earnout liability recognized on closing of Business Combination | 4,608,900 | |||||||||||
| Change in fair value | 955,000 | 471,400 | (4,076,200 | ) | ||||||||
| Issuance of common stock upon conversion | (6,367,200 | ) | (2,571,400 | ) | ||||||||
| Balance as at December 31, 2024 | 532,700 | |||||||||||
| Change in fair value | (528,000 | ) | ||||||||||
| Balance as at December 31, 2025 | $ | $ | $ | 4,700 | ||||||||
The valuation of the Level 3 measurement for SAFE notes considered the probabilities of the occurrence of the scenarios as discussed in Note 2 of the consolidated financial statements 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. The Company valued the SAFE notes based on the occurrence of the preferred financing or a SPAC transaction. As of the date of initial measurement and December 31, 2023, the management has assigned zero probability for a change in control event or a dissolution event. Pursuant to the consummation of the Business Combination and in accordance with the terms of the convertible equity and SAFE note agreements, the SAFE notes and 2024 convertible notes converted into and shares of the Company’s Common Stock, respectively.
Stardust Power Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 19, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Mar 18, 2022 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.