| SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING |
The
number of shares of Common Stock issued and outstanding immediately following the consummation of the Business Combination
were:
SCHEDULE
OF COMMON STOCK ISSUED AND OUTSTANDING
| | |
| | |
| Stardust Power rollover equity (1)(2) | |
| 42,393,905 | |
| GPAC II public shareholders (3)(4) | |
| 137,427 | |
| Sponsor (5)(6) | |
| |
| PIPE (7) | |
| 1,077,541 | |
| Non-redemption shares (8) | |
| 127,777 | |
| Total Shares issued
and Outstanding | |
| 47,736,650 | |
| (1) |
Includes eight shareholders, whose shares are not subject to
lock-up or transfer restrictions. |
| (2) |
Includes
(i) 894,132
shares of Combined Company Common Stock issued in
exchange for shares of Legacy Stardust Power Common Stock with the conversion of the SAFE notes and convertible equity agreements and
(ii) 41,499,772
shares of Combined Company Common Stock issued in accordance with the Business Combination Agreement underlying the Exchanged
Company Restricted Common Stock. |
| (3) |
Excludes 4,999,929 Public Warrants that converted automatically
into a whole warrant exercisable for one share of Common Stock. |
| (4) |
Reflects the reclassification of $1,564,086 of cash held in
trust account, after reversal of redemptions of 2,877 shares at $11.38 per share, post June 30, 2024, resulting in a net increase of
$1,564,086, net of redemptions, in cash. |
| (5) |
Excludes 5,566,667 Private Placements Warrants that converted
automatically into a whole warrant exercisable for one share of Common Stock. |
| (6) |
Includes
Sponsor Earnout Shares (as defined in the Business Combination Agreement). While the Earnout Shares are legally issued, they are subject to forfeiture based on vesting conditions not being met. (See Note 13). |
| (7) |
Reflects the receipt of $10,075,002 of PIPE proceeds resulting
in issuance of 1,077,541 shares with the corresponding impact of $108 in Combined Company Common Stock and the balance impact being booked
to additional paid-in capital. |
| (8) |
Includes 127,777 shares of Combined Company Common Stock issued to GPAC II shareholders
entering into NRAs. |
|
| SCHEDULE OF ELEMENTS OF BUSINESS COMBINATION |
SCHEDULE
OF ELEMENTS OF BUSINESS COMBINATION
| | |
Recapitalization | |
| Cash proceeds from GPAC II, net of redemptions | |
| 1,564,086 | |
| Cash proceeds from PIPE financing | |
$ | 10,075,002 | |
| Less: Cash payment of assumed liabilities of GPAC II | |
| (921,493 | ) |
| Less: Settlement of sponsor promissory notes | |
$ | (1,562,834 | ) |
| Net cash proceeds upon closing of the Business Combination and PIPE financing | |
| 9,154,761 | |
| Less: Non-cash net liabilities assumed from GPAC II | |
| (14,638,215 | ) |
| Net charge to additional paid-in-capital
as a result of the Business Combination reported in stockholder’s (deficit) | |
| (5,483,454 | ) |
|
| SCHEDULE OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL |
The
Sponsor Earnout Shares were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s
redemption option at the earliest possible date:
SCHEDULE
OF ASSUMPTIONS UNDER THE MONTE CARLO MODEL
| | |
September 30, 2024 | |
| Market price of public stock | |
$ | |
| Expected term (years) | |
| years | |
| Volatility | |
| % |
| Risk-free interest rate | |
| % |
| Dividend rate | |
| % |
|