Stardust Power Inc.

(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, orterminated 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.