Stardust Power Inc

ITEM 1A. RISK FACTORS

Please refer to Part I, Item 1ARisk Factors of the Companys Annual Report Form 10-K . Any of these factors could result in a significant or material adverse effect on our business, results of operations, or financial condition.

In addition to the risk factors set forth in our Form 10-K for the fiscal year end, the following risk factors should be considered carefully in evaluating our Company and our business.

Our failure to regain compliance with the Nasdaq continued December 31, listing requirements could result in the delisting of our Common Stock and Public Warrants, which could have a material adverse effect on our business and the value of your investment, and would trigger an event of default under our 2025. Any of these factors could result  Convertible Note.

On April 24, 2026, we received written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (Nasdaq) notifying us that we were not in compliance with the minimum $35 million market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2) for continued listing on The Nasdaq Capital Market (the MVLS Requirement) because our market value of listed securities had been below $35 million for 30 consecutive business days. The notice also indicated that we do not currently meet the alternative continued listing requirements under Nasdaq Listing Rules 5550(b)(1) (stockholders equity of at least $2.5 million) or 5550(b)(3) (net income from continuing operations of at least $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years).

In accordance with Nasdaq rules, we have a period of 180 calendar days, or until October 21, 2026, to regain a significant or material adcompliance with the MVLS Requirement. To regain compliance, our market value of listed securities must close at $35 million or more for a minimum of 10 consecutive business days during the 180-day compliance period. If we do not regain compliance within the compliance period, we may be eligible for an additional compliance period or we may face delisting proceedings. There can be no assurance that we will be able to regain compliance with the MVLS Requirement or any other continued listing requirement or maintain compliance with any other applicable requirements for continued listing on The Nasdaq Capital Market.

If our securities are delisted from Nasdaq, we may face significant adverse effect on consequences, including limited availability of market quotations for our securities, reduced liquidity with respect to our securities, a determination that our business, resultCommon Stock is a penny stock which would require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities, a limited amount of news and analyst coverage, and a decreased ability to issue additional securities of operations, or financr obtain additional financing in the future. In addition, a delisting of our securities from Nasdaq would constitute an event of default under our 2025 Convertible Note with Lind Global Asset Management XIII LLC (Lind), which could result in the acceleration of the outstanding principal and any accrued and unpaid amounts thereunder at Linds election. Any such acceleration would have a material adverse effect on our financial condition and our ability to continue as a going concern. The national securities exchange on which our securities are listed is a material term of our existing and any future financing agreements, and delisting could trigger defaults, acceleration, or other adverse consequences under such arrangements.

There ial s substantial doubt about our ability to conditiontinue as a going concern, and we will need to raise additional capital in the near term to maintain our operations.

As of March 31June 30, 2026, we had $540,264 of unrestricted cash. We are a development stage company, have not generated any revenue, and have incurred significant losses since inception. As of June 30, 2026, there hawe had an accumulated deficit of $77,480,170 and a stockholders deficit of $8,240,860. We expect to continue to incur significant costs in pursuit of our operating and investment plans, which costs exceed our existing cash balance and net working capital. These conditions raise substantial doubt about our ability to continue as a going concern.

We believe been no material changes to our risk that our cash on hand, together with additional investments available through the issuance of new Common Stock, will be inadequate to satisfy our working capital and capital expenditure requirements for at least the next twelve months. Our ability to continue as a going concern is dependent upon managements ability to raise additional capital from the issuance of equity securities or obtain additional borrowings to fund our operating and investing activities over the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactors sincy to us. Even if we are able to obtain additional financing, it may contain restrictions on our operations, in the case our Annual Report on Form 10-K for the fiscal year ended December 31f debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If we are unable to raise additional capital when needed, we may be required to curtail, delay, or eliminate some or all of our planned activities and may not be able to continue as a going concern, which would have a material adverse effect on our business, results of operations, and financial condition.

We are subject to default and acceleration risk under our senior secured 2025 Convertible Note.

Our 2025 Convertible Note with Lind is a senior secured obligation and includes customary events of default, including, among others, failure to make required payments when due, failure to comply with covenants, breach of representations and warranties, insolvency or bankruptcy, delisting of our Common Stock from Nasdaq, and certain change-in-control events. Upon an event of default, Lind may, at its election, require immediate repayment in cash or elect alternative settlement provisions at adjusted prices. As of June 30, 2026, the outstanding principal amount under the 2025 Convertible Note was $4,080,000. Given our current financial condition and limited cash resources, we may not be able to satisfy our obligations under the 2025 Convertible Note if an event of default occurs and Lind elects to accelerate the outstanding amounts. Our inability to satisfy an acceleration demand would have a material adverse effect on our financial condition and our ability to continue as a going concern. Additionally, because the 2025 Convertible Note is secured by substantially all of our assets, Lind could exercise remedies against our collateral in the event of a default, which could result in the loss of our assets and severely impair or preclude our ability to conduct our business.

As described in Note 8, Convertible Note and Warrants and Item 5, Other Information, on August 11, 2025. Additional ris6, an event of default occurred under our 2025 Convertible Note (the Triggering Event) as a result of our market capitalization remaining below $15.0 million for ten consecutive trading days. As a result of the Triggering Event, we became obligated to pay a Mandatory Default Amount equal to 110% of the outstanding principal, and default interest began accruing at 10% per annum. In addition, the remaining capacity under the Lind Securities Purchase Agreement might not be available unless Lind waives the Triggering Event. The loss of access to this committed funding source, combined with our existing liquidity constraints, could further exacerbate the substantial doubt about our ability to continue as a going concern. We are engaged in discussions with Lind regarding a potential forbearance, waiver, or amendment with respect to the Triggering Event; however, there can be no assurance that such discussions will result in a definitive agreement, or that any agreement will be reached on terms acceptable to us.

Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business, results of operations, or financial condition.