Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 30, 2025, Stardust Power Inc. (the "Company") entered into a Warrant Exchange Agreement (the "Exchange Agreement") with a certain institutional investor (the "Investor"). Pursuant to the Exchange Agreement, the Investor agreed to irrevocably exchange all of its warrants to purchase shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), originally issued on March 16, 2025 (the "Existing Warrants"), representing the right to purchase an aggregate of 958,400 shares of Common Stock (the "Warrant Shares"), for newly issued shares of Common Stock at an exchange ratio of 1.31 Warrant Shares for 1 share of Common Stock, resulting in the issuance to the Investor of 730,689 shares of Common Stock (the "Acquired Shares") at closing (the "Exchange").

The Exchange is expected to close on the first business day following the date of the Exchange Agreement (the "Closing Date"). At the Closing, the Existing Warrants will be surrendered for cancellation, deemed automatically cancelled and retired in full, and all rights, liabilities and obligations thereunder will be discharged in full.

The Exchange Agreement contains customary representations, warranties and covenants of the parties. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Acquired Shares will be issued to the Investor in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with an existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. No cash proceeds will be received by the Company in connection with the Exchange.