Stardust Power Inc.

Our Common Stock is currently listed on the Nasdaq under the symbol “SDST.” In order for our Common Stock to continue to be listed on the Nasdaq, we must satisfy various listing maintenance standards established by the Nasdaq. We are currently not in full compliance with the continued listing standards of the Nasdaq, and we may not be able to regain full compliance with the Nasdaq’s continued listing standards in the future.

On March 18, March 19 and April 3, 2025, the Company received deficiency letters (each a “Notice” and together, the “Notices”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that the listing of the Common Stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Price Rule”), Rule 5450(b)(2)(C) (the “Minimum Market Value of Publicly Held Shares Rule”), and Rule 5450(b)(2)(A) (the “Market Value of Listed Securities Rule”) for continued listing on the Nasdaq, as the minimum bid price of the Common Stock closed below $1.00 per share for the previous 30 consecutive business days, the minimum market value of publicly held shares of the Company’s Common Stock was below the minimum $15 million requirement for the previous 30 consecutive business days, and the minimum market value of the Company’s listed securities closed below $50,000,000 for the previous 30 consecutive business days.

To regain compliance with the Minimum Price Rule, during the 180-day compliance period, the minimum bid price of the Company’s listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days. To regain compliance with the Minimum Market Value of Publicly Held Shares Rule, during the 180-day compliance period, the Company must maintain $15 million or more market value of publicly held shares for a minimum of 10 consecutive business days. To regain compliance with the Market Value of Listed Securities Rule, during the 180-day compliance period, the Company’s market value of listed securities must close above $50,000,000 or more for a minimum of 10 consecutive business days. If compliance is not achieved with the Minimum Price Rule and the Minimum Market Value of Publicly Held Shares Rule by September 15, 2025 and with the Market Value of Listed Securities Rule by September 30, 2025, Nasdaq will provide written notification to the Company that its securities are subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

Under Nasdaq rules, if the Company’s Common Stock is delisted then the Company’s Warrants would be delisted in connection with the delisting of the Common Stock. If the Company’s securities are delisted from the Nasdaq, it could be more difficult to buy and sell our Common Stock and Warrants or to obtain accurate quotations, and the price of our Common Stock and Warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital and/or trigger defaults and penalties under its outstanding agreements or securities. Further, even if we are able to regain compliance with Nasdaq listing requirements, there is no guarantee that we will be able to maintain our listing for any period of time.

Delisting from the Nasdaq could also result in negative publicity. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our Common Stock or Warrants and the ability of our stockholders to sell our Common Stock or Warrants in the secondary market. If our Common stock or Warrants are delisted by the Nasdaq, our Common Stock or Warrants may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market, where an investor may find it more difficult to sell our securities or obtain accurate quotations as to the market value of our Common Stock or Warrants. In the event our Common Stock or Warrants are delisted from the Nasdaq, we may not be able to list our Common Stock or Warrants on another national securities exchange or obtain quotation on an over-the counter quotation system.