Item 5. Other Information
ITEM
5. OTHER INFORMATION
Director
and Officer Trading Arrangements
No
directors or executive officers of the Company adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this Report.
45
ITEM
6. EXHIBITS
Exhibit
Number
Description
2.1†
Business
Combination Agreement, dated as of November 21, 2023, by and among Global Partner Acquisition Corp., Strike Merger Sub I, Inc., Strike
Merger Sub II, LLC., and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form
8-K filed with the SEC on November 21, 2023).
2.2
Amendment
No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among Global Partner Acquisition Corp II, Strike
Merger Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to Global Partner
Acquisition Corp II’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).
2.3
Amendment
No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger
Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 of the Company’s
Current Report on Form 8-K, filed with the SEC on June 21, 2024).
3.1
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).
3.2
Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2026).
3.3
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).
3.4
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).
4.1
Form
of Common Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1 filed with
the SEC on January 15, 2025).
4.2
Form
of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-1 filed with
the SEC on January 15, 2025).
4.3
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 January 28, 2025).
4.4
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).
4.5
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to Global Partner Acquisition Corp II’s Registration Statement on Form S-1, filed with the SEC on December 31, 2020).
4.6
Warrant Agreement, dated January 11, 2021, by and between Global Partner Acquisition Corp II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Global Partner Acquisition Corp II’s Current Report on Form 8-K, filed with the SEC on January 15, 2021).
4.7
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).
4.8
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).
4.9
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).
4.10
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).
4.11
Form of Subordinated Debt Indenture (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-3 filed with the SEC on April 9, 2026).
4.12
Form of Senior Debt Indenture (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-3 filed with the SEC on April 9, 2026).
4.13
Form of Secured Debt Indenture (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-3 filed with the SEC on April 9, 2026).
10.1†
Form of Common Stock Purchase Agreement, dated as of February 12, 2026, by and between Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 filed with the SEC on February 12, 2026).
10.2
Registration Rights Agreement, dated as of February 12, 2026, by and between Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 filed with the SEC on February 12, 2026).
10.3
Executive Employment Agreement, dated January 26, 2026, by and between Stardust Power Inc. and Bruce Czachor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026).
10.4*
Form of Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan.
31.1*
Certification
of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
31.2*
Certification
of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended,
as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
32.1**
Certification
of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
of 2002.
32.2**
Certification
of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
of 2002.
101.INS
Inline
XBRL Instance Document.
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed
herewith
**
Furnished
herewith. The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not
deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the
Form 10-Q, irrespective of any general incorporation language contained in such filing.
†
Schedules
and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy
of any omitted schedule or exhibit to the SEC upon request.
46
SIGNATURE
In
accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
STARDUST
POWER INC.
Dated:
May 14, 2026
/s/
Udaychandra Devasper
Name:
Udaychandra
Devasper
Title:
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.