Stardust Power Inc. 10-Q

ITEM 5. OTHER INFORMATION (a) 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 the Company. 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. The 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. (b) None. (c) Director and Officer Trading Arrangements During 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 Action Date Maximum number of shares of Common Stock eligible for sale Expiration date Udaychandra Devasper Chief Financial Officer Adoption May 21, 2026 49,315 November 19, 2027 Pablo Cortegoso Chief Technical Officer Adoption June 17, 2026 130,909 December 17, 2026 43 ITEM 6. EXHIBITS Exhibit Number Description 1.1 At Market Issuance Sales Agreement, dated as of May 8, 2026, between Stardust Power Inc. and B. 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). 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 of 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 of the Company’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 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). 10.2* 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 † 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. 44 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: August 13, 2026 /s/ Udaychandra Devasper Name: Udaychandra Devasper Title: Chief Financial Officer (Principal Financial and Accounting Officer) 45