What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-27 · 137 added, 104 removed, 109 unchanged (69% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

are required to comply with the internal control requirements of the Sarbanes-Oxley Act for the period ending December 31, 2024, and thereafter.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth

company would we be required to comply with the independent registered public accounting firm attestation requirement on internal control

over financial reporting.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the independent registered public accounting

firm attestation requirement.

are required to comply with the internal control requirements of the Sarbanes-Oxley Act for the period ending December 31, 2021, and

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an

emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement

on internal control over financial reporting.

Further, for as long as we remain an emerging growth company as defined in the JOBS Act,

we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered

public accounting firm attestation requirement.

controls are procedures with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act,

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our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an

evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2025.

and Remediation of Material Weaknesses

the period from March 16, 2023 (inception) to December 31, 2023, the Company’s management identified material weaknesses in the

implementation of the COSO 13 Framework (which establishes an effective control environment), lack of segregation of duties and management

oversight, and control surrounding maintenance of adequate repository of contracts, appropriate classifications of expenses and complex

financial instruments.

We designed and implemented measures to improve our controls over financial reporting process and remediated

these material weaknesses.

Our ability to comply with the annual internal control report requirements will depend on the effectiveness

of our financial reporting controls across our Company.

We expect these systems and controls to involve significant expenditures and

may become more complex as our business grows.

To effectively manage this complexity, we will need to continue to improve our operational,

financial and management controls, and our reporting systems and procedures.

For more information, please refer to “ Risk Factors

- We identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate these material weaknesses,

or if we experience additional material weaknesses or other deficiencies in the future, or otherwise fail to maintain an effective system

of internal control over financial reporting, we may not be able to accurately or timely report our financial results, which could result

in loss of investor confidence and adversely impact our stock price ” in this Annual report on Form 10K.

in Internal Control over Financial Reporting

than the material weakness remediation efforts undertaken during the year, there were no changes in our internal control over financial

reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Limitations on Effectiveness of Internal Controls

effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error overriding

of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting.

Because of its inherent

limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of

human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance

with respect to the preparation and fair presentation of the consolidated financial statements.

the period from March 16, 2023 (inception) to December 31, 2023, the Company’s management identified material weaknesses in

the implementation of the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission (COSO) (which establishes an effective control environment), related to lack of segregation of duties and

management oversight, and control surrounding maintenance of adequate repository of contracts, appropriate classifications of

expenses and complex financial instruments.

We designed and implemented measures to improve our controls over financial reporting

process and remediated these material weaknesses.

Our ability to comply with the annual internal control report requirements will

depend on the effectiveness of our financial reporting controls across our Company.

Management believes that the new procedures and

controls provide an appropriate remediation of the material weaknesses that have been identified and these will strengthen the

Company’s internal controls over financial reporting.

In the opinion of management, the revised control processes have been

operating for a sufficient period of time and have been tested by management to assess both design and operating effectiveness.

We expect these systems and controls

to involve significant expenditures and may become more complex as our business grows.

To effectively manage this complexity, we

will need to continue to improve our operational, financial and management controls, and our reporting systems and

Annual Report on Internal Control over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, (as defined in Rules 13a-15(e) and 15-

d-15(e) under the Exchange Act) our management is responsible for establishing and maintaining adequate internal control over

financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in

accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of

the assets of our Company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements

in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our

management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the consolidated financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our

consolidated financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or

procedures may deteriorate.

assessed the effectiveness of our internal control over financial reporting on December 31, 2025.

In making these assessments,

management used the criteria set forth by the COSO in Internal

Control - Integrated Framework (2013).

This evaluation included review of the documentation of controls, evaluation of the design

effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

Based on that

assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2025.

Management did not identify any material

weaknesses in internal control over financial reporting as of December 31, 2025.

Accordingly, our management believes that the consolidated financial statements included in this Annual Report on Form 10-K present

fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting

firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules

13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of

An effective disclosure

control or internal control system, no matter how well designed, has inherent limitations, including the possibility of human error

overriding of controls, and therefore can provide only reasonable assurance that the objective of the control system are met.

design of controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

design of controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of their inherent limitations, our disclosure controls and internal control over financial

reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of

controls, or fraud.

Effective controls can provide only reasonable assurance with respect to the preparation and fair

presentation of the consolidated financial statements.

OTHER INFORMATION.

Trading Arrangements

the three months ended December 31, 2024, three of our directors or officers (as defined in Section 16a-1(f) under the Exchange Act)

adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408 of Regulation S-K, intended to satisfy the affirmative defense of Rule 105b-1(c) under the Exchange

Act, as set forth in the table below.

Name and Position

Maximum number of shares of Common Stock eligible for sale

Expiration date

Roshan Pujari

Chief Executive Officer

November 29, 2024

November 29, 2025

Udaychandra Devasper

Chief Financial Officer

November 26, 2024

November 26, 2025

Pablo Cortegoso

Chief Technical Officer

December 13, 2024

December 13, 2025

Trading Plans

During the quarter ended December 31, 2025, no director

or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (in each case

as defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

names of executive officers of the Company and their ages, titles and biographies as of the date hereof are incorporated by reference

from Item 1 of Part I of this Annual Report.

The other information called for by this Item 10 is incorporated herein by reference to

the Proxy Statement to be filed by Stardust Power pursuant to Regulation 14A of the General Rules and Regulations under the Exchange

Act no later than 120 days following the fiscal year ended December 31, 2024.

Except as set forth below,

the information called for by this Item 10 is incorporated herein by reference to the Definitive Proxy Statement on Schedule 14A relating

to our 2026 Annual Meeting of Stockholders, which we expect to be filed with the SEC no later than 120 days following the fiscal year

ended December 31, 2025 (the “ Proxy Statement ”), including under the headings B oard

matters and Corporate Governance .

of Business Conduct and Ethics

Company has adopted a Code of Business Conduct and Ethics that applies to all of its officers, directors and employees.

We have posted

a copy of our Code of Business Conduct and Ethics on the “Governance Overview” section of our website at https://investors.stardust-power.com/corporate-governance/governance-overview.

Any amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers and directors will be

posted on such website.

Note that the information on the Company’s website is not incorporated by reference into this filing.

other information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

The Company has adopted a Code of Business Conduct

and Ethics that applies to all of its officers, directors and employees, including its Principal Executive, Principal Financial and Principal

Accounting Officers, or persons performing similar functions.

We have posted a copy of our Code of Business Conduct and Ethics on the

“Governance Overview” section of our website at https://investors.stardust-power.com/corporate-governance/governance-overview.

We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics granted to executive

officers and directors, on the website within four business days following the date of the amendment or waiver.

EXECUTIVE COMPENSATION.

information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

information called for by this Item 11 is incorporated herein by reference to the Proxy Statement, including under the headings Executive

Compensation and Other Information.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

information called for by this Item 12 is incorporated herein by reference to the Proxy Statement, including under the headings Security

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

information called for by this Item 13 is incorporated herein by reference to the Proxy Statement, including under the headings Certain

Relationships and Related Transactions and Director Independence.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

information called for by this Item 11 is incorporated herein by reference to the Proxy Statement.

information called for by this Item 14 is incorporated herein by reference to the Proxy Statement, including under the headings Independent Registered Public Accounting Firm’s Fees.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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Financial Statements.

consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of

this Annual Report on Form 10-K.

consolidated financial statements are listed in the “Index to the Consolidated Financial Statements” under Part II, Item

8 of this Annual Report on Form 10-K.

Financial Statement Schedules.

schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements

and related notes.

The exhibits listed below in the Exhibit Index are filed, furnished or incorporated by reference pursuant to the requirements

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Certificate of Incorporation of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Certificate of Amendment to the Certificate of Incorporation.

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 4, 2025).

Bylaws of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

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Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2025).

Form of common warrant issued in the private placement between the Company and certain investors pursuant to a terms sheet dated December 31, 2024 (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Form of common warrant issued in connection with the loan to the Company pursuant to a terms sheet dated December 6, 2024 (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Form of common warrant issued in connection with the loan to the Company pursuant to a terms sheet dated December 13, 2024 (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Form of Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2025).

Description of Securities.

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Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 7, 2024).

Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2024, by and between Stardust Power Inc.

Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 16, 2025).

Registration Rights Agreement, dated October 7, 2024, by and among Stardust Power Inc.

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Binding Term Sheet, dated December 6, 2024, by and between Stardust Power Inc.

and Endurance Antarctica Partners II, LLC.

Form of Binding Term

Sheet, by and between Stardust Power Inc.

and the several Lenders thereto.

and Endurance Antarctica Partners II, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

Form of Binding Term Sheet, by and between Stardust Power Inc.

and the several Lenders thereto (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between Stardust Power Inc.

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Form of Inducement Letter Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 17, 2025).

Form of Subscription Agreement related to December 13, 2024 Loan (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 30, 2025).

Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 of the Company’s Report on Form 8-K filed with the SEC on December 31, 2025).

Securities Purchase Agreement, dated December 23, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K filed on December 31, 2025).

Security Agreement, dated December 23, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 8-K filed on December 31, 2025).

Pledge Agreement, dated December 23, 2025 (incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 8-K filed on December 31, 2025).

Guaranty, dated December 23, 2025 (incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 8-K filed on December 31, 2025).

Guarantor Security Agreement, dated December 23, 2025 (incorporated by reference to Exhibit 10.5 of the Company’s Report on Form 8-K filed on December 31, 2025).

Letter from WithumSmith+Brown, PC dated September 19, 2024 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2024).

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Insider Trading Policy.

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

(incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025)

List of Subsidiaries

Consent of KNAV CPA LLP, independent registered public accounting firm.

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Clawback Policy.

(incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2025).

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

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and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2).

agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon

Indicates a management contract or compensatory plan, contract

or arrangement.

The Company agrees to furnish supplementally a copy

of any omitted schedule or exhibit to the SEC upon request.

a management contract or compensatory plan, contract or arrangement.

FORM 10-K SUMMARY.

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Executive Officer and Chairman

person whose signature appears below constitutes and appoints Udaychandra Devasper his true and lawful attorney-in-fact and agent, with

full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all

amendments to this Annual Report on Form 10-K, and to file the same, with all, exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform

each, and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he

might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute

or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

person whose signature appears below constitutes and appoints Udaychandra Devasper his or her true and lawful attorney-in-fact and

agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all

capacities, to sign any or all amendments to this Annual Report on Form 10-K, and to file the same, with all, exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said

attorney-in-fact and agent, or his substitute or substitutes, may do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and

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Anupam Agarwal

Martyn Buttenshaw

Charlotte Nangolo

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures