Termination of Material Agreement (Form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

On December 11, 2025, Stardust Power Inc. (the "Company") and B. Riley Principal Capital II, LLC (the "Investor") entered into a letter agreement pursuant to which the parties mutually agreed to terminate, effective as of 4:30 p.m., New York City time, on December 11, 2025 (the "Termination Effective Time"), that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, dated October 7, 2024 (collectively, the "Agreements"), which was filed as an exhibit to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024, and which is incorporated by reference herein.

As part of the termination, the Company agreed to satisfy the make-whole payment as per the terms of the Agreements of $471,942.90, in three equal portions: (i) through the issuance of restricted common stock priced at $4.40 per share and subject to resale registration, (ii) in cash upon the Company's next equity or convertible financing, and (iii) in connection with a future equity line, at-the-market program, or similar financing that the Company is currently working on with the Investor or its affiliate, or otherwise in cash if unpaid by September 30, 2026.

Except for customary indemnification and contribution provisions that survive termination, the Agreements were terminated in their entirety and are of no further force or effect as of the Termination Effective Time.

The Company terminated the Agreements to provide greater flexibility in pursuing financing structures that better align with its current capital strategy including the use of non-dilutive financing alternatives. The Company continues to maintain a constructive relationship with the Investor and any future arrangement would be subject to revised terms and structure consistent with the Company's evolving funding needs.