UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

STARDUST POWER INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

STARDUST POWER INC.
15 E. Putnam Ave., Suite 378
Greenwich, CT 06830

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

2026 ANNUAL MEETING OF STOCKHOLDERS OF STARDUST POWER INC. TO BE HELD ON JUNE 2, 2026

NOTICE IS HEREBY GIVEN of the 2026 Annual Meeting of Stockholders of Stardust Power Inc. (the “Company,” “we,” “us,” or “our”) to be held on June 2, 2026 at 11:00 AM Eastern Time (the “Meeting”). We have adopted a virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. You may attend, vote and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/SDST2026. You may also vote ahead of the Meeting through the designated website. The Meeting will be held for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

	(1)	To elect the following six director nominees, each to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Roshan Pujari, Anupam Agarwal, Charlotte Nangolo, Mark Rankin, Michael Earl Cornett Sr. and Sudhindra Kankanwadi;
	(2)	To ratify the selection of KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
	(3)	To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of Common Stock to Lind Global Asset Management XIII LLC;
	(4)	To approve an amendment of the Company’s Certificate of Incorporation to clarify the director removal provision;
	(5)	To approve an amendment and restatement of the Company’s 2024 Equity Incentive Plan; and
	(6)	To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Company’s Board of Directors (the “Board”) has fixed the close of business on April 6, 2026 as the record date for determining stockholders entitled to notice of, and to vote at, the Meeting or any adjournments or postponements thereof.

Our Board has carefully reviewed and considered the foregoing proposals and has concluded that each proposal is in the best interests of the Company and its stockholders. Our Board recommends that you vote FOR each director nominee listed in Proposal 1 and FOR Proposals 2 through 5.

I M P O R T A N T

You are cordially invited to attend the Meeting virtually. Your vote is important no matter how large or small your holdings in the Company may be. After reading the enclosed Proxy Statement, you are urged to cast your vote via the Internet, or, if you requested a printed copy of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials. Whether or not you expect to participate in the virtual Meeting, please vote as promptly as possible in order to ensure your representation at the Meeting.

Instructions for accessing the virtual Meeting are provided in the Proxy Statement. Unless otherwise announced differently at the Meeting or on the Meeting website, in the event of a technical malfunction or other situation that the Meeting chair determines may affect the ability of the Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Meeting, the Meeting chair or secretary will convene the meeting at 12:00 PM Eastern Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the Meeting to reconvene at a date, time and physical or virtual location announced by the Meeting chair or secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of the Company’s website at https://investors.stardust-power.com/.

By Order of the Board,

/s/ Roshan Pujari
Roshan Pujari
Founder and Chief Executive Officer

Greenwich, Connecticut

April 21, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 2, 2026

The Notice of the Annual Meeting of Stockholders, the Proxy Statement and our 2025 Annual Report on Form 10-K are available on our website at https://investors.stardust-power.com/financial-information/sec-filings. Additionally, in accordance with Securities and Exchange Commission (“SEC”) rules, you may access our proxy materials at www.proxyvote.com.

Legal Matters

Business Combination. On July 8, 2024 (the “Closing Date”), Stardust Power Operating Inc. (f/k/a Stardust Power Inc. prior to the consummation of the Business Combination (as defined below), or “Legacy Stardust Power”) consummated the business combination contemplated by the Business Combination Agreement, dated as of November 21, 2023 (as amended, the “Business Combination Agreement”), by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“GPAC II”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of GPAC II (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of GPAC II (“Second Merger Sub”), and Legacy Stardust Power (the “Business Combination”). Pursuant to the Business Combination Agreement, First Merger Sub merged into Legacy Stardust Power, with Legacy Stardust Power being the surviving corporation. Legacy Stardust Power then merged into Second Merger Sub, with Second Merger Sub being the surviving entity. Upon the completion of the Business Combination, GPAC II was renamed Stardust Power Inc. Unless the context otherwise requires, any reference in this Proxy Statement to the “Company,” “we,” “us,” “our,” or “Stardust Power” refers to Stardust Power Inc. and its consolidated subsidiaries.

Reverse Stock Split. Effective September 8, 2025, the Company effected a reverse stock split of all outstanding shares of the Company’s Common Stock at a ratio of 1-for-10. Unless otherwise specified, all share amounts and related figures (as applicable) reported in this Proxy Statement are presented on a post-split basis.

Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and are based on estimates and assumptions. All statements other than statements of historical fact included in the Proxy Statement, including statements about the Board, corporate governance practices, executive compensation program and equity compensation utilization, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that could cause our actual results or outcomes to differ materially from the forward-looking statements expressed or implied in the Proxy Statement. Such risks, uncertainties and other factors include those risks described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K filed with the SEC and other subsequent documents we file with the SEC. The Company expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.

Website References. Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of the Proxy Statement.

Use of Trademarks. Stardust Power is the trademark of Stardust Power Inc. Other names and brands may be claimed as the property of others.

STARDUST POWER INC.

15 E. Putnam Ave., Suite 378

Greenwich, CT 06830

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 2, 2026 at 11:00 AM Eastern Time

GENERAL INFORMATION

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Stardust Power Inc. (the “Company,” “we,” “us,” or “our”) for use at the 2026 Annual Meeting of Stockholders of the Company (the “Meeting” or the “2026 Annual Meeting”) to be held on June 2, 2026 at 11:00 AM Eastern Time, or at any other time following adjournment or postponement thereof. The proxy materials will be made available to our stockholders on or about April 21, 2026.

You are invited to participate in the Meeting and to vote on the proposals described in this Proxy Statement. You may attend, vote and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/SDST2026. You may also vote ahead of the Meeting through the designated website. We believe that the virtual format allows us to communicate more effectively with stockholders. We recommend that you log in to the Meeting at www.virtualshareholdermeeting.com/SDST2026 a few minutes before the scheduled meeting time on June 2, 2026 to ensure you are logged in when the Meeting starts. For further information about the virtual Meeting, please see “Questions And Answers Regarding This Solicitation” beginning on page 2 of this Proxy Statement.

Our Board selected Roshan Pujari and Bruce Czachor to serve as the holders of proxies for the Meeting. The shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), represented by each executed and returned proxy will be voted by Messrs. Pujari and Czachor in accordance with the directions indicated on the proxy card. The proxy card also confers the proxies with discretionary authority to vote the shares authorized by such proxies on any other matter that may properly be presented for action at the Meeting or at any adjournments or postponements thereof, but, as of the date of filing this Proxy Statement, the Board knows of no other matters to be presented at the Meeting. It is the intention of the proxies to vote on such other matters, if any, in accordance with their best judgment.

We will pay the costs associated with the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries or custodians for the cost of forwarding proxy materials to beneficial owners of shares of common stock held in “street name.” Our directors, officers and employees may solicit proxies by Internet, telephone, facsimile or personal solicitation. We will not pay additional compensation for any of these services.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION

Q.	WHEN IS THE MEETING?

A.	June 2, 2026 at 11:00 AM Eastern Time.

Q.	HOW DO I ATTEND THE MEETING?

We have adopted a virtual format for our Meeting to provide a convenient experience to all stockholders regardless of location. You may attend, vote and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/SDST2026. We will be holding a virtual-only meeting for a few reasons. First, we value innovation, and we welcome the expanded access, improved communication and cost savings for our stockholders and the Company afforded by the virtual format. We believe that hosting a virtual meeting enables increased stockholder attendance and participation from locations around the world, which provides for a more meaningful forum.

We recommend that you log in to the Meeting at www.virtualshareholdermeeting.com/SDST2026 a few minutes before the scheduled meeting time on June 2, 2026 to ensure you are logged in when the Meeting starts. You will need to use the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form to log in. Beneficial owners who do not have a control number may gain access to the Meeting by contacting their bank, broker or other nominee (preferably at least five days before the Meeting) and obtaining a “legal proxy” in order to be able to attend, participate in or vote at the Meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the Meeting website. If you encounter any difficulties accessing the Meeting, please call the technical support number that will be posted on the Meeting webpage.

Q.	WILL THERE BE A Q&A SESSION DURING THE MEETING?

A.	As part of the Meeting, we will hold a live Q&A session during which we intend to answer questions submitted online during the Meeting that comply with the Meeting rules of conduct and as time permits.

Each stockholder may submit no more than one question. Questions should be succinct and only cover a single topic. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to Meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We encourage you to review the Meeting rules of conduct.

Q.	Why Did I Receive a Notice of Internet Availability?

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) available to our stockholders primarily electronically via the Internet instead of mailing printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Meeting. The Notice of Internet Availability of Proxy Materials contains instructions on how to access the proxy materials for the Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares. If you received a Notice of Internet Availability of Proxy Materials, you will not receive a printed copy of the proxy materials unless specifically requested.

Q.	WHO IS ENTITLED TO VOTE AT THE MEETING?

Only stockholders of record at the close of business on April 6, 2026 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof. At the close of business on the Record Date, 9,990,130 shares of the Company’s Common Stock were issued and outstanding.

Holders of shares of Common Stock are entitled to one vote for each share on each proposal to be voted on at the Meeting. The holders of Common Stock shall vote together as a single class on all proposals.

Q.	HOW MANY SHARES MUST BE PRESENT TO CONDUCT BUSINESS?

The presence of the holders of a majority of the voting power of the shares of Common Stock issued and outstanding and entitled to vote at the Meeting, present or represented by proxy, will constitute a quorum for the transaction of business. A quorum is required to conduct business at the Meeting and any adjournments or postponements thereof. Your shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Meeting virtually and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the Meeting chair or, if directed to be voted on by the Meeting chair, the holders of a majority of the voting power of the shares entitled to vote who are present or represented by proxy at the Meeting may adjourn the Meeting.

Q.	WHAT WILL BE VOTED ON AT THE MEETING?

A.	The following table sets forth the proposals scheduled for a vote at the 2026 Annual Meeting, the vote required for such proposals to be approved and the Board’s voting recommendation:

PROPOSAL	VOTES REQUIRED	VOTING OPTIONS	BOARD RECOMMENDATION
Proposal 1: To elect the following six director nominees, each to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Roshan Pujari, Anupam Agarwal, Charlotte Nangolo, Mark Rankin, Michael Earl Cornett Sr. and Sudhindra Kankanwadi.	A nominee will be elected as a director at the Meeting if the nominee receives a plurality of the votes cast. This means that the six nominees receiving the highest number of votes cast “FOR” will be elected as directors. Withheld votes and broker non-votes, if any, will have no effect on the outcome of the election. Stockholders do not have cumulative voting rights for the election of directors.	“FOR” or “WITHHOLD”	“FOR” all nominees
Proposal 2: To ratify the selection of KNAV CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.	Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.	“FOR,” “AGAINST” or “ABSTAIN”	“FOR”
Proposal 3: To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of Common Stock to Lind Global Asset Management XIII LLC.	Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.	“FOR,” “AGAINST” or “ABSTAIN”	“FOR”
Proposal 4: To approve an amendment of the Company’s Certificate of Incorporation to clarify the director removal provision.	Approval requires the affirmative vote of at least a majority of the shares of Common Stock outstanding. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal.	“FOR,” “AGAINST” or “ABSTAIN”	“FOR”
Proposal 5: To approve an amendment and restatement of the Company’s 2024 Equity Incentive Plan.	Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.	“FOR,” “AGAINST” or “ABSTAIN”	“FOR”

Q.	WHAT SHARES CAN I VOTE AT THE MEETING?

A.	You may vote all shares of Common Stock owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record and (ii) shares held for you as the beneficial owner through a broker, trustee or other nominee, such as a bank.

Q.	WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF PROXY MATERIALS?

If you receive more than one set of proxy materials, your shares may be registered in more than one name or held in different accounts. Please follow the instructions on each set of proxy materials you receive and vote each set of proxy materials you receive to ensure that all of your shares are voted.

Q.	WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A REGISTERED STOCKHOLDER AND AS A BENEFICIAL OWNER?

A.	As summarized below, there are some distinctions between registered shares and those owned beneficially.

Registered Stockholders. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered to be, with respect to those shares, the registered stockholder, and the proxy materials are being sent directly to you by us. As the registered stockholder, you have the right to attend and vote at the Meeting.

Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you by or on behalf of that entity. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote on your behalf and are also invited to attend the 2026 Annual Meeting. If your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, beneficial owners should contact their bank, broker or other nominee (preferably at least five days before the Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Meeting.

Q.	HOW CAN I VOTE MY SHARES PRIOR TO THE MEETING?

A.	Even if you plan to attend the Meeting, we recommend that you also submit your vote as early as possible in advance so that your vote will be counted if you later decide not to, or are unable to, virtually attend the Meeting.

If you are a registered stockholder, you may vote by proxy in advance of the Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 800-690-6903).

Beneficial owners may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, bank or other nominee. In most instances, beneficial owners are able to do this over the Internet, by telephone or by mail.

Q.	HOW CAN I VOTE MY SHARES AT THE MEETING?

A.	If you are a registered stockholder, you may attend and vote during the Meeting at www.virtualshareholdermeeting.com/SDST2026.

Beneficial owners may attend and vote during the Meeting by following the instructions under “What is the difference between holding shares as a registered stockholder and as a beneficial owner?” above.

Q.	WHAT HAPPENS IF I DO NOT VOTE? WHAT IS A “BROKER NON-VOTE”?

A.	If you are the registered stockholder and do not vote in one of the ways described above, your shares will not be voted at the Meeting and will not be counted toward the quorum requirement.

If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be “routine.” Your broker, fiduciary or custodian is not entitled to vote your shares with respect to “non-routine” proposals, which we refer to as a “broker non-vote.” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers choose not to exercise their discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your shares on all proposals to ensure that your vote is counted.

Q.	What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?

If you are a registered stockholder, the shares represented by each signed and returned proxy will be voted at the Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.

Q.	CAN I CHANGE MY MIND AFTER I RETURN MY PROXY?

A.	Yes. You may change your vote at any time before your proxy is voted at the Meeting.

If you are a registered stockholder, you can revoke your proxy by (i) giving timely written notice to the Company’s Secretary at the address set forth on the first page of this Proxy Statement, (ii) submitting another proxy with a later date by mail, Internet or telephone or (iii) attending the Meeting and voting virtually. However, your virtual attendance at the Annual Meeting will not, by itself, revoke your proxy. Your last submitted vote is the one that will be counted.

If you are a beneficial owner, you should consult with your bank, broker or other nominee regarding that entity’s procedures for revoking your voting instructions.

Q.	IS THERE A LIST OF STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING?

The list of stockholders entitled to vote at the Meeting will be available during ordinary business hours for at least 10 days prior to the Meeting at our principal executive offices at Stardust Power Inc., 15 E. Putnam Ave, Suite 378, Greenwich, CT 06830, by contacting our Director of Investor Relations.

Q.	HOW CAN I FIND OUT THE RESULTS OF THE VOTING?

A.	We intend to announce preliminary voting results at the Meeting and publish the final results in a Current Report on Form 8-K within four business days following the Meeting.

Q.	WHOM SHOULD I CONTACT IF I HAVE QUESTIONS?

A.	If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact our Investor Relations department at our principal executive offices as follows:

Investor Relations

Stardust Power Inc.

15 E. Putnam Ave., Suite 378

Greenwich, CT 06830

800-742-3095

Email: investor.relations@stardust-power.com

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) is charged with making recommendations to the Board regarding qualified candidates to serve as members of the Board. The Governance Committee’s goal is to assemble a Board with the skills and characteristics that, taken as a whole, help create a strong Board with experience and expertise in different aspects of corporate governance. Accordingly, the Governance Committee believes that candidates for director should have certain minimum qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially. In evaluating director nominees, the Governance Committee considers the following factors:

(1)

The appropriate size of the Board;

(2)

The Company’s needs with respect to the particular talents and experience of its directors;

(3)

The ability of a potential director to serve on committees of the Board; and

(4)

The knowledge, skills and experience of nominees, including experience in business, finance, engineering, mining, energy, technology, administration and/or public service.

Other than the foregoing, there is no stated minimum criteria for director nominees, although the Governance Committee also considers such other factors as it deems to be in the Company’s and its stockholders’ best interests, such as the independence requirements for Board and committee membership under the Nasdaq Stock Market (the “Nasdaq”) listing standards and the requirement for at least one member of the Board to meet the criteria for an “audit committee financial expert,” as defined by SEC rules. The Governance Committee also believes it is appropriate for our Chief Executive Officer to serve on the Board. In addition, the Governance Committee and the Board also generally consider a potential director candidate’s ability to contribute to the diversity of skills, experiences, perspectives, tenures and backgrounds on the Board. The Governance Committee and the Board seek to assemble a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment. The Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

Pursuant to a stockholder agreement by and between the Company, Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Roshen Pujari (hereinafter, Roshan Pujari) and his affiliates, the Sponsor has the right to designate one nominee to the Board (the “Designation Right”) as long as certain criteria are satisfied. In December 2024, the Sponsor designated Martyn Buttenshaw as its designated director. Mr. Buttenshaw resigned from the Board in June 2025, and the Board reduced its size from seven to six directors. The Governance Committee recommends to the Board the nominees for election to the Board at each annual meeting subject to the Designation Right. See “Certain Relationships and Related Transactions–Related-Party Transactions–Stockholder Agreement.”

The Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, but the Governance Committee also seeks to balance the value of continuity of service by existing members of the Board with that of obtaining new perspectives. The Governance Committee identifies the desired skills and experience of a new nominee and then uses its network and external resources to solicit and compile a list of eligible candidates, including, from time to time, third-party search firms.

The Governance Committee will consider stockholder recommendations of nominees for director to the Board that are properly submitted by a stockholder. The committee considers candidates recommended by our stockholders in the same manner as a candidate recommended by other sources. Stockholders wishing to recommend a candidate may do so by sending a written notice to Stardust Power Inc., 15 E. Putnam Ave., Suite 378, Greenwich, CT 06830, Attention: Secretary, naming the proposed candidate and providing the same biographical and other information regarding such proposed candidate as required under our bylaws for nominating a director. See “Stockholder Proposals for Next Year’s Annual Meeting” for further information.

Once potential director candidates are identified, the committee, with the assistance of management, undertakes a vetting process that considers each candidate’s background, independence and fit with the Board’s priorities. As part of this vetting process, the committee, as well as other members of the Board and the CEO, may conduct interviews with the candidates. If the committee determines that a potential candidate meets the needs of the Board and has the desired qualifications, it recommends the candidate to the full Board for appointment or nomination and to the stockholders for election at the annual meeting.

INFORMATION ABOUT OUR DIRECTOR NOMINEES

In accordance with our bylaws, the Board has fixed the number of directors constituting the Board at six. Directors are elected annually for a one-year term. The Governance Committee has recommended, and the Board has nominated, each of the six nominees named below, each of whom was most recently elected by stockholders at the 2025 Annual Meeting of Stockholders, to be elected as a director for a one-year term expiring at the 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified, subject to prior death, resignation, disqualification or removal.

Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.

Other than the Designation Right, there are no arrangements or understandings to our knowledge between any of our directors, nominees for directors or officers and any other person pursuant to which any director, nominee for director or officer was or is to be selected as a director, nominee or officer, as applicable. There currently are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors or director nominees. There are no material proceedings to which any director, officer, affiliate or owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associates of any such persons, is a party adverse to the Company or any of our subsidiaries, and none of such persons has a material interest adverse to the Company or any of its subsidiaries. Other than as disclosed below, during the last five years, none of our directors held any other directorships in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Biographical and other information regarding our director nominees, including the primary skills and experiences considered by our Governance Committee in determining to recommend them as nominees, is set forth below.

NAME	AGE (as of April 21)	POSITION
Roshan Pujari	48	Chairman of the Board and Chief Executive Officer
Anupam Agarwal	44	Director and VP Finance
Charlotte Nangolo	44	Independent Director
Mark Rankin	47	Independent Director
Michael Earl Cornett Sr.	67	Independent Director
Sudhindra Kankanwadi	55	Independent Director

Roshan Pujari		Roshan Pujari has served as Chairman of the Board and as our Chief Executive Officer since the consummation of the Business Combination in July 2024. Prior to the Business Combination, Mr. Pujari co-founded Legacy Stardust Power and served as Chief Executive Officer of Legacy Stardust Power from its inception in March 2023 until the Business Combination. In his role as Chief Executive Officer of Stardust Power, he is responsible for developing and executing strategy, operations, key hires and financing. Mr. Pujari is a highly seasoned chief executive officer. Mr. Pujari has over 20 years of experience in investments and transactions and has demonstrated expertise and deep domain knowledge in new company formation and fund raising. He is highly skilled in dealmaking, identifying niche opportunities and leading them to successful ventures. Prior to co-founding Legacy Stardust Power, Mr. Pujari founded VIKASA Capital LLC in 2012, which reorganized as VIKASA Capital Inc. in 2021, a diversified investment firm investing into global markets and clean energy. Mr. Pujari led the firm’s clean energy practice until 2023 where he developed a deep understanding of lithium. He is also a philanthropist, having founded the Pujari Foundation, a 501(c)(3) non-profit organization, to promote the interests of education, arts, and community around the globe. Mr. Pujari has served on numerous philanthropic boards and served as a Governor’s appointee to the Oklahoma Arts Council. He served as trustee for the Heritage Hall School from 2017 to 2021, his alma mater. Mr. Pujari attended the University of Redlands in California, where he majored in both History and Government, and was in the honor society in both majors. Mr. Pujari also has a diploma from Heritage Hall, Oklahoma, where he was awarded “Top Speaker” in the National Tournament in 1995. We believe that Mr. Pujari is qualified to serve on the Board because of his extensive experience in strategic, financial and transaction advisory roles, industry knowledge in clean energy as well as his senior leadership experience.

Anupam Agarwal		Anupam Agarwal has served as a member of the Board and our VP Finance since the consummation of the Business Combination in July 2024. Prior to the Business Combination, Mr. Agarwal served as Legacy Stardust Power’s Senior Director of Finance and Accounts from its inception in March 2023. He brings over two decades of experience in advising multinational corporations on strategic matters and assisting organizations in their growth initiatives. Mr. Agarwal worked for VIKASA Capital Inc., an investment firm, as Director, Finance from 2019 to 2023. He began his career as a Project Manager at Gammon India, where he served from 2004 to 2007, executing various infrastructure and renewable projects, and later worked with EY (UAE), Edelweiss (Investment Banking) and KPMG, advising global clients and government agencies on due diligence, M&A, fundraising and strategic and deal advisory. While at KPMG, his notable experiences include advising on project bidding for a large independent power producer company and providing buy-side advisory services for large transactions, including acquisitions by large construction companies and airport operators. At Edelweiss, he advised on sell-side projects for infrastructure transportation and solar engineering, procurement and construction. Later as an independent advisor, he advised on strategic growth for an educational technology company and also served as a board advisor to an infrastructure company. Mr. Agarwal holds a Master’s in Management Studies (MMS) from Mumbai University. We believe that Mr. Agarwal is qualified to serve on the Board because of his extensive experience in infrastructure and renewable projects as well as his finance and accounting experience.

Charlotte Nangolo		Charlotte Nangolo has served as a member of the Board since the consummation of the Business Combination in July 2024. Ms. Nangolo is a mining engineer with over 20 years of experience in the mining and metals industry, spanning operations, consulting, business improvement, cost estimation, and financial modeling of mining projects. She also has financial markets experience as a mining research analyst, focusing on financial modeling and research. Ms. Nangolo began her career as a Graduate Mining Engineer/Short Term Planning Engineer at AngloGold Ashanti from January 2005 to January 2008, followed by her role as a Mining Engineer at Rio Tinto in Australia from February 2008 to December 2009. She then served as an Associate Lecturer/Postgraduate Student at the University of the Witwatersrand from January 2010 to June 2011, before joining XSTRACT Consultants as a Mining Consultant from July 2011 to June 2012. She subsequently worked as Senior Mining Engineer at SIMEC Mining from June 2012 to April 2016 and as Senior Mining Engineer at AMC Consultants from February 2018 to September 2020. She then served as Senior Consultant (Mining) at SRK Consulting from September 2020 to November 2021 and has been a Senior Consultant (Mining Technical/Corporate) at CSA Global since November 2021, focusing on critical mineral projects worldwide, particularly lithium. Ms. Nangolo is the founder of Minerals of Africa Pty Ltd (“*MOAPL”), a mining company focused on exploration activities of critical minerals in Africa, and has served as Founder & CEO since June 2022. MOAPL is currently focused on lithium in Namibia with a strategy to expand into West Africa. She has served as an advisory board member to Pamwe Royalties & Streaming (Pty) Ltd. (“Pamwe*”) since October 2021, focusing on the medium- to small-scale royalty space in the mining industry. Pamwe is Africa’s only metals royalty and streaming company headquartered in Namibia. Ms. Nangolo also serves as an Advisory Board member and Investment Committee member of AFA, a Mauritius-registered fund focused on Africa’s mining sector, since January 2025. Ms. Nangolo actively supports the industry through an informal mentorship program for young mining professionals and mining students in Africa. She earned her Master of Science and Bachelor of Science degrees in Mining Engineering and Mineral Economics from the University of the Witwatersrand, South Africa.

		We believe that Ms. Nangolo is qualified to serve on the Board because of her extensive experience in lithium, mining and mining technology as well as financial consulting and research in the mining space.

Mark Rankin		Mark Rankin has served as a member of the Board since the consummation of the Business Combination in July 2024. Mr. Rankin currently serves as a part-time Assistant Controller at RKI Energy Resources, LLC, an oil and natural gas exploration and production company in Oklahoma City, where he previously worked as the Assistant Controller from June 2017 to December 2021 and completed project-based work. Prior to RKI he worked at WPX Energy as an Operations Accounting Manager and at RKI Exploration & Production, LLC in roles ranging from Senior Staff Accountant to Operations Accounting Manager. Mr. Rankin’s responsibilities have included financial statement preparation, income and expense analysis, cost accrual and managing payable/receivable systems. Additionally, he served as an Accounting Supervisor/Office Manager at I-35 Auto mall/Dealers Finance, further refining his skills in accounts receivable, payroll and financial review. Mr. Rankin received his Bachelor of Business Administration in Accounting from Oklahoma Christian University, where he graduated with honors. We believe that Mr. Rankin is qualified to serve on the Board because of his extensive experience in accounting and financial management.

Michael Earl Cornett Sr.		Michael Earl Cornett Sr. has served as a member of the Board since the consummation of the Business Combination in July 2024. He is a distinguished American public servant and business consultant. Mr. Cornett has dedicated his life to journalism, education, business and public service. Starting his professional journey as a journalist, Mr. Cornett worked in the field from 1980 to 1999. After nearly two decades in journalism, he transitioned into academia, serving as a full-time college professor at the University of Oklahoma from 1999 to 2000. In 1999, Mr. Cornett founded Mick Cornett Inc., a business consulting firm, where he serves as President. His commitment to public service is evident through his tenure as a member of the City Council of Oklahoma City from 2001 to 2004. He was then elected as the Mayor of Oklahoma City, a position he held from 2004 to 2018. During his time as mayor, Mr. Cornett played a pivotal role in the city’s development and transformation, earning recognition for his leadership and vision. Since 2019, he has been a board member of IBC Bank, and in 2023, he joined the board of Rees Architecture. Mr. Cornett earned his bachelor’s degree in journalism from the University of Oklahoma in 1981 and obtained an MBA from New York University in 2011. We believe that Mr. Cornett is qualified to serve on the Board because of his extensive public service and experience in business consulting.

Sudhindra Kankanwadi		Sudhindra (“Sujit”) Kankanwadi has served as a member of the Board since the consummation of the Business Combination in July 2024. Mr. Kankanwadi has served as Senior Vice President Finance and Chief Accounting Officer at Synopsys, Inc., an electronic design automation company, since 2015. In his role at Synopsys, Mr. Kankanwadi has scaled his organization by expanding the shared services team, implementing new financial technology platforms and leading the digital finance strategy and implementation for the organization. He was also a member of the AICPA task force for the software industry, contributing to the development of implementation guides for new revenue rules. Earlier in his career, Mr. Kankanwadi worked with KPMG, serving various large multinational companies in the United States and India. He led audit and advisory teams for IPO listings and spent time at the Global Center developing worldwide audit methodologies. Mr. Kankanwadi holds a Bachelor of Commerce from Karnataka University and is a Fellow Chartered Accountant, accredited by the Institute of Chartered Accountants of India. He is also a Certified Public Accountant (CPA) with an active license from the California Board of Accountancy. He also serves as a lecturer teaching advanced accounting at the University of California, Santa Cruz. We believe that Mr. Kankanwadi is qualified to serve on the Board because of his extensive financial background and advisory experience.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

A nominee will be elected as a director at the Meeting if the nominee receives a plurality of the votes cast. This means that the six nominees receiving the highest number of votes cast “FOR” will be elected as directors. Withheld votes and broker non-votes, if any, will have no effect on the outcome of the election.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ALL THE NOMINEES UNDER PROPOSAL 1.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “Audit Committee”) has selected KNAV CPA LLP (“KNAV”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and has further directed that we submit the selection of the independent registered accounting firm for ratification by our stockholders at the 2026 Annual Meeting.

Stockholder ratification of the selection of KNAV as the Company’s independent auditor is not required by law or our bylaws. However, the Audit Committee considers the selection of our independent registered public accounting firm to be an important matter of stockholder concern and considers the proposal an opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance. If our stockholders do not ratify this selection, the Audit Committee will reconsider its selection of KNAV. Even if the selection is ratified, the Audit Committee may, in its sole discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our stockholders’ best interests.

KNAV audited Stardust Power’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024. We expect representatives from KNAV to be present at the Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from stockholders.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S FEES

The following table summarizes the audit fees billed and expected to be billed by KNAV for the indicated fiscal years and the fees billed by KNAV for all other services rendered during the indicated fiscal years. All fees described below were pre-approved by the Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described below:

FEE CATEGORY	Year Ended December 31, 2025		Year Ended December 31, 2024
Audit Fees⁽¹⁾	$	156,598	$	62,400
Audit-Related Fees⁽²⁾	$	90,830	$	10,920
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total Fees	$	247,428	$	73,320

(1)

Audit fees consist of amounts billed for professional services for audit and quarterly reviews of our financial statements, and other statutory and regulatory filings.

(2)

Audit-related fees consist of amounts billed for auditor comfort letters and consents for filing registration statements.

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On September 17, 2024, the Board approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm on the recommendation of the Audit Committee. Withum had served as the Company’s independent registered public accounting firm since the Business Combination and, prior to the consummation of the Business Combination, of GPAC II since 2020. Also on September 17, 2024, the Board approved the engagement of KNAV as the Company’s independent registered public accounting firm on the recommendation of the Audit Committee.

The reports of Withum on GPAC II’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of providing a qualification as to GPAC II’s ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 17, 2024, there were no disagreements with Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 17, 2024, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Withum with a copy of the disclosures regarding its dismissal reproduced in this Proxy Statement and received a letter from Withum addressed to the SEC stating that it agreed with the above statements. The letter was filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on September 20, 2024.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through September 17, 2024, neither GPAC II (prior to the consummation of the Business Combination) nor the Company (after the consummation of the Business Combination) consulted with KNAV regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided that KNAV concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established policies and procedures for the pre-approval of permitted services performed by our independent auditor in compliance with applicable SEC rules and reviews such policies and procedures at least quarterly. Under these procedures, the Audit Committee must pre-approve all audit and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent registered public accounting firm, subject to and in accordance with the Exchange Act, and the Audit Committee’s pre-approval policy.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KNAV AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

PROPOSAL 3: APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK IN ACCORDANCE WITH NASDAQ LISTING RULES

As more fully described below, we are submitting this Proposal 3 to stockholders in order to obtain stockholder approval under Nasdaq Listing Rule 5635 for the issuance of shares of our Common Stock pursuant to the transactions contemplated by the Securities Purchase Agreement, dated December 23, 2025 (the “Stock Purchase Agreement”), with Lind Global Asset Management XIII LLC (“Lind”), including approval of the issuance of shares of Common Stock (i) upon conversion of one or more senior secured convertible promissory notes with original principal amount of up to $15 million (the “Convertible Notes”) to be issued pursuant to the Stock Purchase Agreement (the “Conversion Shares”) and (ii) upon exercise of warrants (“Warrants”) to be issued pursuant to the Stock Purchase Agreement (the “Warrant Shares”).

BACKGROUND AND SUMMARY OF THE STOCK PURCHASE AGREEMENT

As previously disclosed in our Current Report on Form 8-K, filed December 31, 2025, we entered into the Stock Purchase Agreement with Lind. An initial closing occurred on December 23, 2025, as a result of which an initial tranche of Convertible Notes were issued with a principal amount of $4.8 million and Warrants were issued for the purchase of approximately 411,245 Warrant Shares.

The Stock Purchase Agreement provides for additional issuances of Convertible Notes and Warrants, subject to closing conditions. The proceeds of the financing can be used for general corporate purposes and for certain early design and engineering services, infrastructure improvement, procurement activities and other expenses for our project in Muskogee, Oklahoma.

WHY WE NEED STOCKHOLDER APPROVAL

Our Common Stock is listed on Nasdaq, and as a result, we are subject to Nasdaq’s Listing Rules. We are seeking stockholder approval to comply with Nasdaq Listing Rule 5635 and to satisfy our obligations under the Stock Purchase Agreement, the Convertible Notes and the Warrants.

Rule 5635(d)

Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of Common Stock (or securities convertible into or exercisable or exchangeable for our Common Stock, such as the Convertible Notes and Warrants) equal to 20% or more of our Common Stock or voting power outstanding before the issuance, unless sold at a price equal to or greater than the Minimum Price (as defined in the Rule).

Convertible Notes

The Stock Purchase Agreement provides for the issuance of Convertible Notes with an aggregate principal amount of up to $15 million. The principal amount of each Convertible Note, along with all interest and other amounts that come due under such Convertible Notes, may be converted by the holder currently at a conversion price of $5.837 per share (subject to adjustment as provided in the Convertible Notes).

In addition, if we decide to prepay any Convertible Notes, the holder will have the right to convert up to one-third of the amounts owing under such note at the lower of the (i) conversion price and (ii) 90% of the average of the daily volume-weighted stock price for our Common Stock, over a consecutive five-day period selected by the holder of the Convertible Note from within the 20 trading days prior to the issuance of such shares.

Assuming the issuance of $15 million of Convertible Notes, the payment of all interest in shares through maturity and conversion of the Convertible Notes at maturity, we estimate that 2,700,000 shares of common stock would be issuable under the arrangement. In addition, in such circumstances we would issue warrants for the purchase of up to 1,592,000 shares of common stock, assuming a volume-weighted stock price of $5.84. We will be obligated to issue additional shares of our common stock upon the occurrence of certain events, including if we incur late payment fees or early payment fees.

Warrants

Under the Stock Purchase Agreement, each time we issue Convertible Notes to Lind, we also will issue Lind with warrants for the purchase of a number of shares equal to 35% of the dollar amount funded under the Convertible Notes divided by the volume-weighted stock price of our Common Stock on the day prior to the applicable issuance date. The exercise price for each share of Common Stock under the warrants will be $5.837 per share (subject to adjustment as provided in the Warrants).

Approval Requested

The number of shares of Common Stock issuable in these transactions may exceed 20% or more of the shares of our Common Stock that were outstanding prior to signing the Stock Purchase Agreement. As a result, the Company is seeking stockholder approval of the issuances for purposes of complying with Nasdaq Rule 5635(d).

Rule 5635(b)

Nasdaq Listing Rule 5635(b) requires us to obtain stockholder approval prior to an issuance of securities when such issuance would result in a change of control. Pursuant to applicable Nasdaq guidance, a change of control may generally be deemed to occur when an investor or a group would own or have the right to acquire 20% or more of the outstanding shares of Common Stock or voting power and such ownership or voting power would be the largest ownership position of the issuer. However, in determining if a change of control has occurred (and stockholder approval is required), Nasdaq will consider all circumstances concerning the transaction and may determine that a change of control has occurred even if the number of shares of Common Stock or voting power that an investor or a group has a right to acquire is less than 20%.

Although the terms of the Convertible Notes and Warrants contemplate that the holder cannot convert the Convertible Notes or exercise the Warrants if, as a result, they would own in excess of 4.99% of our Common Stock or, in certain cases, 9.99% of our Common Stock, we cannot be certain that Nasdaq will calculate beneficial ownership in the same manner contemplated by the transaction documents or this limitation could be waived by us in the future.

Because we do not know whether one or more of the issuances of Common Stock contemplated by the Stock Purchase Agreement may be deemed to be a change in control under Nasdaq Listing Rule 5635(b), the Company is seeking stockholder approval for purposes of complying with Nasdaq Rule 5635(b).

CONSEQUENCES OF NOT APPROVING THIS PROPOSAL

The Board is not seeking the approval of our stockholders to authorize our entry into the Stock Purchase Agreement. The Stock Purchase Agreement has already been executed. However, the Company has agreed to seek the stockholder approval contemplated by this Proposal 3 within one year of the issuance date of the Convertible Notes. If stockholder approval is not obtained, the Company may be limited in its ability to issue stock pursuant to the Convertible Notes or Warrants and may be required to use cash to pay obligations due under the Convertible Notes or Warrants. Using cash to fulfill such obligations could adversely impair our liquidity and financial position.

In addition, if we cannot obtain stockholder approval of this Proposal 3, we may be unable to borrow additional amounts under the Stock Purchase Agreement, even in circumstances where such exercise would benefit us or our stockholders.

REASONS FOR TRANSACTION AND POTENTIAL EFFECTS ON CURRENT STOCKHOLDERS

At the time of our entry into the Stock Purchase Agreement, our Board determined that the Stock Purchase Agreement was in the best interests of the Company and its stockholders. We are seeking approval of the transactions so that we can secure prior and future funding.

The Common Stock issued pursuant to the transactions contemplated by the Stock Purchase Agreement will have the same rights and privileges as the shares of our currently authorized and outstanding Common Stock. The issuance of such shares will not affect the rights of the holders of our outstanding Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including on the voting power and economic rights of the existing stockholders, and may result in a decline in the price of our Common Stock or in greater price volatility. If our stockholders approve Proposal 3, such shares, if issued, could constitute 20% or more of our outstanding shares of our Common Stock.

ADDITIONAL INFORMATION

The Stock Purchase Agreement is attached hereto as Appendix A, the form of Senior Secured Convertible Promissory Note is attached hereto as Appendix B and the form of warrant is attached hereto as Appendix C. The above summaries of each of these documents are qualified in their entirety by reference to the full text of such documents.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ISSUANCE OF SHARES OF COMMON STOCK IN ACCORDANCE WITH NASDAQ LISTING RULES.

PROPOSAL 4: APPROVAL OF AN AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO CLARIFY THE DIRECTOR REMOVAL PROVISION

We are submitting to our stockholders a vote to adopt an amendment of our current Certificate of Incorporation, as amended (the “Certificate”), to update the director removal provision in Article V, Section 4 to clarify that directors may be removed with or without cause (the “Certificate Amendment”).

SUMMARY OF THE CERTIFICATE AMENDMENT

The following is a summary of the proposed Certificate Amendment, which is qualified in its entirety by reference to the full text of the Certificate Amendment, as set forth in Appendix D (with additions shown as double underlined and deletions shown as struck through).

Our Certificate currently provides that, subject to the rights of any preferred stockholders, directors may only be removed from office for cause and by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors voting together as a single class. The Board has approved and declared advisable the Certificate Amendment, subject to its approval by stockholders at the Meeting, which would update this provision solely to clarify that directors may be removed from office either with or without cause. The provision would otherwise remain unchanged, and director removal would continue to require a supermajority stockholder vote.

We believe that the Certificate Amendment is in the best interests of the Company and its stockholders as it removes a legacy provision that was adopted prior to the Board’s declassification. As the Board became declassified in April 2025 when we ceased to be a controlled company under Nasdaq rules, with all directors now serving for one-year terms and standing for election annually, this provision is no longer applicable per the Delaware General Corporation Law. If our stockholders do not approve the Certificate Amendment, Article V, Section 4 would remain unchanged; however, the enforceability of such a provision is uncertain.

If approved by stockholders, the Certificate Amendment will become effective upon filing of such Amendment with the Secretary of State of the State of Delaware.

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

The Board has unanimously approved the Certificate Amendment. As such, approval of this proposal requires the affirmative vote of at least a majority of the shares of Common Stock outstanding. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO CLARIFY THE DIRECTOR REMOVAL PROVISION.

PROPOSAL 5: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2024 EQUITY INCENTIVE PLAN

A&R 2024 Plan

The Company is seeking stockholder approval of amending and restating the Stardust Power Inc. 2024 Equity Incentive Plan (as amended, the “A&R 2024 Plan”). The only changes proposed in the A&R 2024 Plan are:

	●	Authorizing 2,600,000 additional shares for issuance under the A&R 2024 Plan; and
	●	Extending the term of the A&R 2024 Plan.

In connection with the Business Combination, the Board adopted, and the stockholders of the Company approved, the Stardust Power Inc. 2024 Equity Incentive Plan (the “2024 Plan”) in September 2024. The Board adopted the A&R 2024 Plan on April 8, 2026 to further the Company’s goal of attracting, incentivizing and retaining top talent and continuing to offer our key personnel compensation opportunities that are market competitive. If stockholders do not approve the A&R 2024 Plan, we will continue to grant equity incentive awards under the existing share reserve under the 2024 Plan until it expires or there is no remaining capacity left under such plan.

The Board believes that equity-based compensation plans, such as the A&R 2024 Plan, benefit the interests of our stockholders by effectively linking employee compensation to the performance of the stock price of our Common Stock. Approval of the A&R 2024 Plan will enable the Compensation Committee to design and implement compensation programs that retain our key employees, compensate those employees based on the performance of the Company and other individual performance factors, and enhance stockholder alignment.

Based on current projections, the Company will not have sufficient share capacity under the 2024 Plan to continue granting equity incentive compensation awards through 2026, and the Board and the Compensation Committee wish to ensure that there is sufficient capacity available to make grants in subsequent years as well as any necessary off-cycle grants without any delay. If the A&R 2024 Plan is not approved and we are not able to make equity grants in subsequent years, we will be at a significant disadvantage in attracting and retaining talented employees, consultants and non-employee directors.

If our stockholders approve the A&R 2024 Plan, we will file with the SEC a registration statement on Form S-8, as soon as reasonably practicable after the approval, to register the shares available for issuance under the A&R 2024 Plan.

As of April 7, 2026:

	●	There were 9,996,218 shares issued and outstanding.
	●	There were no outstanding stock options.
	●	There was a total of 21,742 shares of restricted stock outstanding, 117,860 RSUs outstanding and 50,658 PSUs outstanding (assuming maximum level of performance payout).
	●	There was a total of 74,550 shares available for future awards under the 2024 Plan. As described more fully below, upon approval of the A&R 2024 Plan, we will have 2,674,550 shares in the aggregate available for grant under the A&R 2024 Plan.

On April 8, 2026, the closing price of the stock price of our Common Stock as reported on the Nasdaq Capital Market was $2.78 per share.

Summary of the A&R 2024 Plan

The following description of the A&R 2024 Plan is not intended to be complete and is qualified in its entirety by the complete text of the A&R 2024 Plan, a copy of which is attached as Appendix E to this Proxy Statement. Stockholders are urged to read the A&R 2024 Plan in its entirety.

The A&R 2024 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Internal Revenue Code (the “Code”), to employees, including employees of any parent or subsidiary, and for the grant of non statutory share options (“NSOs”), share appreciation rights (“SARs”), restricted shares, restricted share units (“RSUs”), other share and cash-based awards (including performance awards), and dividend equivalents (collectively, the “Awards”).

Eligibility. Any individual who is an employee of the Company or any of its affiliates, or any person who provides services to the Company or its affiliates, including consultants and members of the Board (other than consultants whose services are provided in connection with the offer or sale of securities in a capital-raising transaction or who promote or maintain a market for the Company’s securities), is eligible to receive awards under the A&R 2024 Plan at the discretion of the plan administrator, as defined below. If this proposal is approved by the stockholders, then all of the Company’s employees, directors and permitted consultants will be eligible to receive awards as of our 2026 Annual Meeting. As of our 2026 Annual Meeting, the Company is expected to have approximately 12 employees, 4 non-employee directors, and 3 consultants who may be eligible to receive awards under the A&R 2024 Plan.

Non-Employee Director Compensation Limits. The fair value of any awards granted under the A&R 2024 Plan to a non-employee director as compensation for services on the Board, during any one fiscal year, taken together with any cash fees paid to such non-employee director during such period in respect of the non-employee director’s services as a member of the Board during such year, may not exceed $750,000, provided that the Board can make exceptions to this limit so long as the applicable non-employee director does not participate in the decision.

Authorized Shares. The maximum number of shares of Common Stock that may be issued under the A&R 2024 Plan is equal to 3,799,526 shares (the “Share Pool”), representing the initial share reserve and subsequent automatic increases on January 1, 2025 and January 1, 2026, in each case, adjusted to reflect the 1-for-10 reverse stock split, and the additional shares of 2,600,000 being requested hereunder. The Share Pool will be automatically increased on each January 1 through January 1, 2034 in an amount equal to 5% of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding fiscal year. The maximum number of shares of Common Stock that may be issued on the exercise of ISOs under the A&R 2024 Plan is equal to 3,799,526.

Any shares of Common Stock subject to an Award that are forfeited, cancelled, exchanged or surrendered, or if an Award otherwise terminates or expires without a distribution of such shares or is settled in cash, shares of Common Stock with respect to such Awards shall again be available for grant under the A&R 2024 Plan. Shares of Common Stock used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the A&R 2024 Plan. Further, Awards issued under the A&R 2024 Plan in connection with a corporate transaction in substitution for outstanding equity awards issued by another company or entity will not result in reducing the number of shares available for issuance under the A&R 2024 Plan, except as otherwise required by the Code.

Plan Administration. A committee of the Board duly authorized by the Board, or if no such committee, the Board, will administer the A&R 2024 Plan and is referred to as the “plan administrator” herein. Under the A&R 2024 Plan, the plan administrator has broad authority, subject to the provisions of the A&R 2024 Plan, to administer and interpret the A&R 2024 Plan and Awards granted thereunder. The Board may delegate to a committee of one or more directors or one or more officers of the Company the authority to grant or amend awards or to take other administrative actions, provided that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (i) individuals who are subject to Section 16 of the Exchange Act; or (ii) officers of the Company (or directors) to whom authority to grant or amend awards has been delegated under the A&R 2024 Plan. The plan administrator may set restrictions on the delegation and may rescind the authority delegated at any time or may appoint a new delegate.

Types of Awards.

Share Options. ISOs and NSOs are granted under award agreements adopted by the plan administrator. The plan administrator determines the exercise price for share options, within the terms and conditions of the A&R 2024 Plan, but, for ISOs, the exercise shall not be less than 100% of the fair market value of a share of Common Stock on the grant date (or 110% of fair market value if the optionholder is a 10% stockholder). Share options granted under the A&R 2024 Plan vest at the rate specified in the award agreement as determined by the plan administrator. The plan administrator determines the term of share options granted under the A&R 2024 Plan, up to a maximum of ten years (or, in the case of an ISO granted to a 10% stockholder, five years). Share options may be exercised in whole or in part by giving written notice of exercise under the A&R 2024 Plan and the award agreement, and by complying with other required deliverables thereunder.

SARs. SARs generally entitle the holder, upon exercise, to receive payment in an amount determined by multiplying (i) the excess of the fair market value of a share of Common Stock on the date of exercise over the exercise price established for such SAR on its grant date, by (ii) the number of shares as to which such SAR is being exercised. SARs are granted under award agreements adopted by the plan administrator. The plan administrator determines the exercise price for a SAR. A SAR granted under the A&R 2024 Plan vests at the rate specified in the award agreement as determined by the plan administrator. SARs may be settled in cash or shares of Common Stock or in some combination thereof, as determined by the plan administrator and specified in the award agreement. The grant price of a SAR cannot be less than 100% of the fair market value of a share of Common Stock on the date on which the SAR is granted.

Restricted Share Awards. Restricted shares are granted under award agreements adopted by the plan administrator. The plan administrator determines the terms and conditions of restricted share awards, including vesting and forfeiture terms. Unless the plan administrator determines otherwise, the Company will hold restricted shares in escrow until the restrictions on such restricted shares have lapsed. Unless otherwise determined by the plan administrator and specified in the applicable award agreement, the holder of a restricted share award has rights as a shareholder, including the right to vote the shares of Common Stock subject to the restricted share award or to receive dividends on the shares of Common Stock subject to the restricted share award during the restriction period.

Restricted Share Unit Awards. RSUs are granted under award agreements adopted by the plan administrator. The plan administrator determines the terms and conditions of RSUs, including vesting and forfeiture terms. RSUs may be settled in cash, by delivery of shares of Common Stock, by a combination of cash and shares of Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the award agreement. The plan administrator may determine that a grant of RSUs will provide a participant a right to receive dividend equivalents, which entitles the participant to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on the underlying shares of Common Stock.

Other Share-Based Awards. In addition to the Awards described above, the plan administrator may issue other forms of awards that may be denominated or payable in shares of Common Stock. Subject to the provisions of the A&R 2024 Plan, the plan administrator may determine the individuals to whom, and the times at which, such other share-based awards shall be granted, the number of shares to be granted pursuant to such other share-based awards, the manner in which such other share-based awards shall be settled (e.g., in shares, cash or other property), the conditions to the vesting and/or payment of such other share-based awards, and all other terms and conditions of such other share-based awards.

Other Cash-Based Awards. The plan administrator may grant Awards that are denominated in or payable solely in cash, subject to the terms, conditions, restrictions and limitations determined by the plan administrator, in its sole discretion. Cash-based awards may be granted on a free-standing basis or as an element of, a supplement to, or in lieu of any other award.

Dividend Equivalents. The plan administrator may, in its sole discretion, grant dividend equivalents, which represent the right to receive the value of dividends, if any, paid by in respect of the number of shares of Common Stock underlying an Award, under the A&R 2024 Plan, either alone or in tandem with another Award. Dividend equivalents with respect to an award that are based on dividends paid prior to the vesting of the award will only be paid to the participant to the extent that the vesting or performance conditions for such award are satisfied. Dividend equivalent rights may be settled in cash, shares or other property, or a combination thereof as determined by the Committee.

Substitute Awards. Awards may be granted under the A&R 2024 Plan in substitution for similar awards held for individuals who become participants as a result of a merger, consolidation or acquisition of another entity by or with Stardust Power or one of its affiliates.

Changes to Capital Structure. In the event there is a specified type of change in the capital structure of the Company, such as a stock split, reverse stock split or recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or another equity restructuring or change in the corporate structure of the Company affecting shares occurs, the plan administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the A&R 2024 Plan, shall make appropriate adjustments to (i) the class and maximum number of shares reserved for issuance under the A&R 2024 Plan, (ii) the number and grant or exercise price of shares covered by each outstanding share award, and (iii) the terms and conditions of any outstanding share awards (including, without limitation, any applicable performance criteria and performance goals with respect thereto).

Change in Control. In the event of a change in control (as defined under the A&R 2024 Plan), an outstanding award will be treated as the plan administrator determines in its sole discretion, which may include having the successor entity assume or substitute for the award, terminating the award, accelerating the vesting of or waiving restrictions on the award in whole or in part (including deeming any performance targets to have been achieved at the greater of actual performance or target levels), terminating the award in exchange for cash and/or property, or any combination of permissible actions. In taking such actions, the plan administrator is not obligated to treat all awards similarly.

Dissolution or Liquidation. In the event that the Company winds up, dissolves or liquidates, the plan administrator will notify each participant of such proposed transaction. To the extent that an award has not been previously exercised, the award will terminate immediately prior to the consummation of such proposed action.

Transferability. Unless the plan administrator provides otherwise, share options generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order. Otherwise, until an Award has been exercised or the underlying shares have been issued, no Award under the A&R 2024 Plan may be transferred, except as provided in an award agreement or with prior written consent of the plan administrator.

Clawback. Awards under the A&R 2024 Plan are subject to the recoupment in accordance with any clawback policy adopted by the Company, including the Clawback Policy (or any successor clawback policy adopted by the Company) to the extent applicable to the participant and the award.

Plan Amendment or Termination. The Board has the authority to amend, suspend or terminate the A&R 2024 Plan at any time, provided that such action does not impair the existing rights of any award recipient without such recipient’s written consent, unless otherwise permitted by the terms of the A&R 2024 Plan. Certain material amendments also require approval of the Company’s stockholders. No share Awards may be granted under the A&R 2024 Plan while it is suspended or after it is terminated. Also, no Awards may be granted after April 8, 2036.

Certain U.S. Federal Income Tax Considerations

The following is a summary of the U.S. federal income tax treatment applicable to the Company and the participants who receive Awards under the A&R 2024 Plan based on the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or tax laws other than U.S. federal income tax law. Because individual circumstances may vary, each participant is urged to consult their own tax advisor concerning the tax implications of Awards granted under the A&R 2024 Plan.

Incentive Stock Options

Options granted under the A&R 2024 Plan may be either incentive stock options, which are intended to satisfy the requirements of Section 422 of the Code, or non-qualified stock options, which are not intended to meet such requirements. No taxable income is recognized by the optionee at the time of the option grant, and no taxable income is recognized for ordinary income tax purposes at the time the option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a “disqualifying disposition”, as described below, the optionee will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss. If the optionee makes a disqualifying disposition of the purchased shares, then the Company will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount of ordinary income recognized by the optionee as a result of the disposition. The Company will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares.

Nonqualified Stock Options

No taxable income is recognized by an optionee upon the grant of a non-qualified stock option. The optionee in general will recognize ordinary income, in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-qualified stock option.

Stock Appreciation Rights

No taxable income is recognized upon receipt of a SAR. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of the fair market value of the underlying shares of Common Stock on the exercise date over the base price in effect for the exercised right, and the participant will be required to satisfy the tax withholding requirements applicable to such income. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the SAR.

Restricted Shares

A participant who receives unvested shares of Common Stock will not recognize any taxable income at the time those shares are granted but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time such ordinary income is recognized by the participant.

Restricted Share Units, Other Share-Based Awards, Other Cash-Based Awards

Generally, no taxable income is recognized upon the grant of RSUs, other share-based awards or other cash-based awards. The participant will recognize ordinary income in the year in which the award is settled in shares or cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the participant will be required to satisfy the tax withholding requirements applicable to the income. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time the shares are issued or the cash amount is paid.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. It is expected that compensation deductions for any covered employee with respect to awards granted under the A&R 2024 Plan will be subject to the $1 million annual deduction limitation. The administrator of the A&R 2024 Plan may grant Awards under the A&R 2024 Plan or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the Company and its stockholders.

New Plan Benefits Under the A&R 2024 Plan

As described above, the selection of participants who will receive Awards under the A&R 2024 Plan and the size and types of Awards will be determined by the Compensation Committee in its discretion. As such, the number or value of Awards that will be granted under the A&R 2024 following the Meeting is not yet determinable, and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees.

Awards Granted Under the 2024 Plan

No Awards made under the 2024 Plan prior to the date of the Meeting were granted subject to stockholder approval of the A&R 2024 Plan. The following table sets forth information with respect to Awards that have been granted under the 2024 Plan to the named executive officers (“NEOs”), the director nominees, recipients of more than 5% of all awards under the 2024 Plan, and the specified groups set forth below as of April 7, 2026 (even if not currently outstanding), with the PSUs based on achievement of target performance. No associates of any director, executive officer or director nominee have received any Awards under the 2024 Plan.

Name & Position	Number of Options		Number of RSUs and PSUs
Roshan Pujari, Chief Executive Officer		-		304,379
Pablo Cortegoso, Chief Technical Officer		-		197,723
Chris Edward Celano, Chief Operating Officer		-		132,507
All current executive officers as a group (5 persons)		-		820,557
Anupam Agarwal		-		16,138
Charlotte Nangolo		-		942
Mark Rankin		-		942
Michael Earl Cornett Sr.		-		942
Sudhindra Kankanwadi		-		942
All current directors who are not executive officers (5 persons)		-		19,906
All employees, including all current officers who are not executive officers, as a group (6 persons)		-		104,419

VOTE REQUIRED AND RECOMMENDATION OF THE BOARD

Approval requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes, if any, will have no effect on the outcome of the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2024 EQUITY INCENTIVE PLAN.

BOARD MATTERS AND CORPORATE GOVERNANCE

BOARD AND STOCKHOLDER MEETINGS AND ATTENDANCE

The Board has responsibility for managing the business and affairs of the Company. The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. The entire Board selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies and evaluates significant policies and proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.

During 2025, the Board met eight times, the Audit Committee met seven times, the Governance Committee met four times and the Compensation Committee of the Board (the “Compensation Committee”) met four times. All of our directors then-serving on the Board attended 75% or more of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the period in which he or she was on the Board or committee. Directors are expected to attend annual meetings of stockholders. All of our directors then serving on the Board attended the 2025 Annual Meeting of Stockholders.

BOARD COMPOSITION

Director Independence

Nasdaq listing rules require that a majority of the members of the Board be independent. Under the rules of the Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based on information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that each of Ms. Nangolo, Mr. Cornett, Mr. Kankanwadi and Mr. Rankin are “independent” as that term is defined under the Nasdaq listing rules. Former director Mr. Martyn Buttenshaw was “independent” under the Nasdaq listing rules during the period he served on our Board. In addition, there are no family relationships among any of our directors or executive officers.

Director Time Commitments

While Board members benefit from service on the boards of other companies and such service is encouraged, under the Board’s Corporate Governance Guidelines, directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. In this regard, the Company has adopted specific limits on the number of other public company boards upon which a director may sit. Ordinarily, directors may not serve on the boards of more than four public companies and the CEO and directors who are executive officers of public companies may not serve on the board of more than three public companies. As part of the annual director nomination process, the Governance Committee considers directors’ adherence to these expectations.

Board Committees

Our Board has established three standing committees - the Audit Committee, the Compensation Committee and the Governance Committee - each of which operates under a written charter that has been approved by our Board. The following table provides information regarding the current membership for each of the committees of the Board:

NAME	POSITION	AUDIT COMMITTEE	COMPENSATION COMMITTEE	GOVERNANCE COMMITTEE
Roshan Pujari	Chairman of the Board and Chief Executive Officer
Charlotte Nangolo	Independent Director	*	*
Michael Earl Cornett Sr.	Independent Director			C
Sudhindra Kankanwadi	Independent Director	C		*
Anupam Agarwal	Director and VP Finance
Mark Rankin	Independent Director	*	C
C = Chair
* = Member

Audit Committee

Our Audit Committee consists of Mr. Kankanwadi, Ms. Nangolo and Mr. Rankin, with Mr. Kankanwadi serving as Chair of the Audit Committee. Each member of the Audit Committee: (i) is independent under the Nasdaq listing rules, (ii) satisfies the additional independence criteria applicable to directors on such committee under the Nasdaq listing rules and the established by the SEC and (iii) is financially literate under Nasdaq listing rules. In addition, the Board has determined that Mr. Kankanwadi qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The Audit Committee’s primary responsibility is to oversee the Company’s accounting and financial reporting practices and the audits of the Company on behalf of the Board and report the results of its activities to the Board. The Audit Committee’s other responsibilities include:

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appointing, compensating, retaining, evaluating, terminating and overseeing the Company’s independent accountants;

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pre-approving all audit and permitted non-audit services (including the fees and terms thereof) to be performed by the Company’s independent accountants;

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reviewing and discussing the quality and integrity of the Company’s financial statements and accounting and financial reporting with the Company’s management and independent accountants;

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reviewing any significant issues that arise regarding the Company’s financial statements with the full Board;

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discussing with management and the independent accountants the adequacy and effectiveness of the Company’s accounting and financial controls, including the Company’s system to monitor financial risk, and its legal and ethical compliance programs;

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establishing procedures for the receipt, retention and treatment of complaints and concerns received by the Company regarding accounting, internal accounting controls or auditing or related matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters;

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preparing the audit committee report included in the Company’s annual proxy statement and any other reports or disclosures required by the rules of the SEC;

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reviewing and discussing the functions of the Company’s internal audit department with the independent accountants and approving said functions;

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reviewing, approving and overseeing related party transactions; and

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annually reviewing and evaluating the performance of the Audit Committee and periodically reviewing the adequacy of the Audit Committee’s charter.

The purpose and responsibilities of our Audit Committee are set forth in the Audit Committee Charter, which is available on the Company’s website at https://investors.stardust-power.com/corporate-governance/governance-overview.

Report of the Audit Committee of the Board of Directors

The Audit Committee oversees the Company’s financial reporting process on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2025 with management and the Company’s independent registered public accounting firm, including a discussion of any significant changes in the selection or application of accounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and the effect of any new accounting pronouncements.

The Audit Committee discussed with the Company’s independent registered public accounting firm, which is responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has discussed with the Company’s independent registered public accounting firm its independence from management and the Company, has received from the Company’s independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has considered the compatibility of non-audit services with the auditor’s independence.

The Audit Committee met with the Company’s independent registered public accounting firm to discuss the overall scope of its services, the results of its audit and reviews and the overall quality of the Company’s financial reporting. The Company’s independent registered public accounting firm also periodically updates the Audit Committee about new accounting developments and their potential impact on the Company’s reporting. The Audit Committee’s meetings with the Company’s independent registered public accounting firm were held both with and without management present. The Audit Committee relies, without independent verification, on the accuracy and integrity of the information provided and representations made by management and the Company’s independent registered public accounting firm.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.

Respectfully submitted,

The Audit Committee of the Board of Directors

Sudhindra Kankanwadi (Chair)

Charlotte Nangolo

Mark Rankin

This report of the Audit Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference.

Compensation Committee

Our Compensation Committee currently consists of Mr. Rankin and Ms. Nangolo, with Mr. Rankin serving as Chair of the Compensation Committee. Each member of the Compensation Committee (i) qualifies as an independent director under the Nasdaq listing rules, (ii) satisfies the additional independence criteria applicable to directors on such committee under Nasdaq listing rules and the rules established by the SEC and (iii) qualifies as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee reviews and approves, or recommends that our Board approve, the compensation of the Company’s Chief Executive Officer, reviews and recommends to the Board the compensation of the Company’s non-employee directors, reviews and approves, or recommends that the Board approve, the terms and compensatory arrangements of the Company’s executive officers, administers the Company’s incentive compensation and benefit plans, and assesses whether any of the Company’s compensation policies and programs has the potential to encourage excessive risk-taking.

The Compensation Committee may form and delegate authority to subcommittees from time to time as it sees fit, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of the Exchange Act, the Company’s corporate governance guidelines and the Nasdaq listing rules. The Compensation Committee also may, at its sole discretion, retain a compensation consultant, independent legal counsel or other advisors to assist the Compensation Committee in its responsibilities. The Chair of the Compensation Committee may request that any officer, employee or advisor of the Company attend a meeting of the Compensation Committee or otherwise respond to Compensation Committee requests. However, the Compensation Committee meets regularly without such individuals present, and the CEO and other executive officers may not be present at meetings of the Compensation Committee at which their compensation or performance is discussed or determined.

The purpose and responsibilities of our Compensation Committee are set forth in the Compensation Committee Charter, which is available on the Company’s website at https://investors.stardust-power.com/corporate-governance/governance-overview.

Compensation Committee Interlocks and Insider Participation. None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Governance Committee

Our Governance Committee currently consists of Mr. Cornett and Mr. Kankanwadi, with Mr. Cornett serving as Chair of the Governance Committee. Each member of the Governance Committee qualifies as an independent director under the Nasdaq listing rules.

The Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Board, considers and makes recommendations to the Board regarding the composition of the Board and its committees, oversees the Company’s internal corporate governance processes, maintains a management succession plan and oversees an annual evaluation of the Board’s performance.

The purpose and responsibilities of our Governance Committee are set forth in the Governance Committee Charter, which is available on the Company’s website at https://investors.stardust-power.com/corporate-governance/governance-overview.

BOARD LEADERSHIP STRUCTURE

We do not have a policy regarding whether the role of the Chairperson of the Board and Chief Executive Officer should be separate or combined, and the Board maintains the flexibility to select the Chairperson of the Board and Chief Executive Officer and reorganize the leadership structure, from time to time, based on criteria that are in the best interests of the Company and its stockholders. Our Board believes that there is no single, generally accepted board leadership structure that is appropriate across all circumstances, and that the right structure may vary as circumstances change. As such, the Board periodically reviews its leadership structure to evaluate whether the structure remains appropriate for the Company, and may modify this structure from time to time as and when appropriate to best address the Company’s unique circumstances and advance the best interests of all stockholders.

Currently, our Chief Executive Officer, Roshan Pujari, also serves as Chairman of the Board. The Board believes that Mr. Pujari’s familiarity with the Company and extensive knowledge of the metals and mining industry qualify him to serve as the Chairman of the Board and that combining the roles of Chief Executive Officer and Chairman of the Board enables Mr. Pujari to drive strategy and agenda setting at the Board level while maintaining responsibility for executing on that strategy by also serving as Chief Executive Officer.

Our bylaws provide that the Board may, in its discretion, elect a lead independent director from among its members. The independent directors currently have not selected a lead independent director. The independent directors have the opportunity to meet in executive sessions without management present at every regular Board meeting and at such other times as may be determined appropriate. The purpose of these executive sessions is to encourage and enhance communication among the independent directors.

The Board believes that its programs for overseeing risk, as described under “Board’s Role in Risk Management,” would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure.

BOARD’S ROLE IN RISK MANAGEMENT

Risk assessment and oversight are an integral part of our governance and management processes. Our Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include focused discussions and analysis of the risks facing us. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through the committees of the Board that oversee risks inherent in their respective areas of oversight. Our management is responsible for day-to-day management of risk. The Board regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. Through the risk oversight process, the Board receives regular reports from Board committees and members of senior management to enable it to understand the Company’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including commodity price, global demand, insurance and strategic risk.

The Audit Committee oversees the Company’s major financial and compliance risks. As part of this process, the Audit Committee regularly reviews the adequacy and effectiveness of the Company’s accounting financial controls and reviews recommendations for the improvement of internal control procedures or particular areas where new or more detailed controls or procedures could be desirable. The Audit Committee also reviews any significant deficiencies or material weaknesses in internal control over financial reporting that could adversely affect the Company’s ability to report accurate financial information. The Audit Committee also considers and approves or disapproves any related party transactions when required under the Company’s policy regarding related party transactions. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management and regulatory compliance. Oversight by the Audit Committee includes direct communication with our external auditors and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee assesses the material risks associated with our executive compensation structure, policies and programs to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks. The Governance Committee oversees risks related to our corporate governance practices.

The Board has delegated the primary responsibility of overseeing cybersecurity risks to the Audit Committee. The Audit Committee receives periodic updates on cybersecurity, including prompt notification of any material cybersecurity events, information technology matters and related risk exposures, from management. The Board also receives updates from management and the Audit Committee on cybersecurity risks. Our Chief Financial Officer plays the primary role in informing the Audit Committee about cybersecurity risks.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports and by members of our management team about such risks. Matters of significant strategic risk and enterprise-wide risk exposures are considered by our Board as a whole.

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS

Stockholders and other interested parties may communicate with the Board, any individual member or our independent directors, by sending a letter to Stardust Power Inc., c/o Bruce Czachor, Secretary, Stardust Power Inc., 15 E. Putnam Ave., Suite 378, Greenwich, CT 06830, and specifying to whom the correspondence should be directed. All communications should include (i) the address, telephone number and e-mail address (if any) of the person submitting the communication; (ii) if the person submitting the communication is a stockholder, a statement of the number of shares of our Common Stock that the person holds; (iii) if the person submitting the communication is not a stockholder, the nature of the person’s interest in the Company; (iv) any special interest of the person submitting the communication in the subject matter of the communication; and (v) whether the communication is directed to the Board as a whole or to a specific director or our independent directors (and, if so, the name or names of such director(s)). The Secretary will review all correspondence and regularly forward to the Board (or a specified director(s), as applicable) copies of all correspondence (together with a summary thereof) that, in the opinion of the Secretary, relates to the functions of the Board or its committees or that otherwise requires the attention of any member or committee of the Board.

To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various constituencies, including stockholders, on behalf of the Company. Directors may participate in discussions with stockholders and other constituencies on issues where Board-level involvement is appropriate. In addition, the Board is kept informed by senior management of the Company’s stockholder engagement efforts.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, limits on outside board membership by our directors and corporate governance policies and standards applicable to us in general. In addition, we have adopted a Code of Business Conduct and Ethics that establishes the standards of ethical conduct applicable to all of our directors, officers, employees, independent contractors and consultants. It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets and how to report compliance concerns. Our Corporate Governance Guidelines and Code of Business Conduct a

SEC Form DEF 14A filed by Stardust Power Inc.