Material Agreement (Form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On May 8, 2026, Stardust Power Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with B. Riley Securities, Inc. (the "Agent"). Pursuant to the terms of the Sales Agreement, the Company may sell from time to time through the Agent, shares of the Company's common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 (the "Shares"). Sales of the Shares, if any, will be made by means of ordinary brokers' transactions through the facilities of the Nasdaq Capital Market or otherwise as may be agreed by the Company and the Agent. The Company intends to use the net proceeds from the offering, after deducting the Agent's commission and the Company's offering expenses, for general corporate purposes. Under the terms of the Sales Agreement, the Company may also sell Shares from time to time to the Agent as principal for its own account at a price to be agreed upon at the time of sale. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company's instructions. The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to a customary commission rate based on the gross proceeds per Share sold.

The Shares will initially be issued pursuant to the Company's registration statement on Form S-3 that is currently on file (Registration No. 333-294938).

The Agent and/or affiliates of the Agent have, from time to time, performed, and may in the future perform, various financial advisory and commercial and investment banking services for the Company and its affiliates, for which they have received and in the future will receive customary compensation and expense reimbursement. The Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of the Company's securities or financial instruments related to the Company's securities and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The summary of the Sales Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.