What changed in this filing

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Item 5. Other Information

2026-08-13 compared with 2026-05-14 · 77 added, 55 removed, 23 unchanged (85% of the section changed)

OTHER INFORMATION

On August 11, 2026, the Company determined that its market capitalization had been below $15.0 million for ten consecutive trading

days, resulting in an event of default under the 2025 Convertible Note (the “Triggering Event”).

As a result of the Triggering Event:

(i) the Company became obligated to

pay a Mandatory Default Amount equal to 110% of the outstanding principal amount of the 2025 Convertible Note as of the date of the Triggering

Event, approximately $4.22 million based on outstanding principal of approximately $3.84 million (representing an increase of approximately

$0.38 million), which amount was earned by Lind on that date and is payable upon the earliest of maturity, conversion, redemption, prepayment,

or acceleration;

(ii) the outstanding principal accrues default interest at a rate of 10% per annum from the date of the Triggering Event;

(iii) during the continuance of the Triggering Event, Lind may, without further notice, accelerate all amounts owing under the 2025 Convertible

Note, exercise remedies as a secured creditor against substantially all of the assets of the Company and its subsidiaries (including the

pledged equity interests of the subsidiaries through which the Company conducts substantially all of its operations), and require conversion

of the 2025 Convertible Note into shares of Common Stock at the lower of (A) the conversion price then in effect or (B) 80% of the average

of the three lowest daily volume-weighted average prices over the prior 20 trading days, subject to the beneficial ownership limitations

set forth in the 2025 Convertible Note, which conversions would be substantially dilutive at recent trading prices;

and (iv) the Company’s

right to receive distributions from its subsidiaries is suspended during the continuance of the Triggering Event.

The Company and Lind are engaged in

discussions regarding a potential forbearance, waiver, or amendment with respect to the Triggering Event;

however, no assurance can

be given that such discussions will result in a definitive agreement or that any agreement will be reached on terms acceptable to

As of the date of this Quarterly Report on Form 10-Q, Lind had not accelerated

the Mandatory Default Amount or exercised its remedies under the 2025 Convertible Note.

foregoing description of the Triggering Event and its consequences is qualified in its entirety by reference to the 2025 Convertible

Note, the Lind Securities Purchase Agreement, and the other related transaction documents filed as exhibits to the Company’s Current

Report on Form 8-K filed on December 31, 2025, which are incorporated herein by reference.

See Note 8, “Convertible Notes and Warrants”

to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional details.

and Officer Trading Arrangements

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.

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).

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 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).

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).

the three months ended June 30, 2026, two 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 10b5-1(c) under the Exchange Act,

as set forth in the table below.

Name and Position

Maximum number

eligible for sale

Expiration date

Udaychandra Devasper

Chief Financial Officer

November 19, 2027

Pablo Cortegoso

Chief Technical Officer

June 17, 2026

December 17, 2026

At Market Issuance Sales Agreement, dated as of May 8, 2026, between Stardust Power Inc.

Riley Securities, Inc.

(incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2026).

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 of the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2023).

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 of the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).

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).

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 (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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No.

8 unchanged sentences

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).

Form of Common Stock Purchase Agreement, dated as of February 12, 2026, by and between Stardust Power Inc.

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).

Registration Rights Agreement, dated as of February 12, 2026, by and between Stardust Power Inc.

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).

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).

Amended and Restated 2024 Equity Incentive Plan.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2026).

Form of Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan.

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.

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.

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

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

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.

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.

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.

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.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

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

3 unchanged sentences

behalf by the undersigned thereunto duly authorized.

August 13, 2026

Udaychandra Devasper

2 unchanged sentences

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-Q

Item 5. Other Information