Stardust Power Inc SEC Filings

Stardust Power Inc. registers 2,000,000 shares of Common Stock for resale by B. Riley Principal Capital II. The registration covers up to 2,000,000 shares that the company may, in its sole discretion, elect to sell to the investor under a February 12, 2026 Purchase Agreement that provides an $10,000,000 Aggregate Commitment Amount.

The prospectus states the Company is not selling securities under this prospectus and will not receive proceeds from resales by the Selling Stockholder, though it may receive proceeds if it elects to sell Purchase Shares to B. Riley Principal Capital II under the Purchase Agreement. The offering is subject to Nasdaq limits, a 19.99% Exchange Cap, and customary plan-of-distribution methods described in the prospectus.

Stardust Power Inc. supplements its prospectus to register the resale of up to 1,896,998 shares of common stock by selling stockholders Lind Global Asset Management XIII LLC and B. Riley Principal Capital II LLC.

The registered shares include up to 1,450,000 Convertible Note Shares, 411,245 Warrant Shares, and up to 35,753 B. Riley Shares; the company will not receive proceeds from resales, though it would receive proceeds if the Warrant is exercised for cash. The supplement attaches a Form 8-K describing a separate $10.0 million Equity Facility with B. Riley that permits the company, at its discretion, to sell up to $10.0M of newly issued common stock over 36 months under specified pricing, volume and ownership limits.

Stardust Power Inc. registers up to 5,519,087 shares of Common Stock for resale by selling securityholders pursuant to its Prospectus Supplement No. 12.

The supplement also discloses a separate Common Stock Purchase Agreement and Registration Rights Agreement with B. Riley Principal Capital II, LLC that gives the company the right, in its sole discretion, to sell up to $10,000,000 of newly issued common stock to B. Riley over a 36-month period following a Commencement Date. Issuances under the Purchase Agreement are subject to an Exchange Cap of 1,972,924 shares (equal to 19.99% of shares outstanding prior to the agreement) and other Nasdaq and ownership limits, and the company will only receive proceeds from any warrant exercises or shares it elects to sell under the Equity Facility.

Stardust Power Inc. registers up to 1,302,451 shares of Common Stock for resale by the identified selling stockholders.

The prospectus supplement states the Company is not selling any securities for its own account and will not receive proceeds from those resales, but could receive up to $17,405,743 aggregate gross proceeds if the disclosed Warrants are exercised for cash.

Separately, the Company entered a Common Stock Purchase Agreement giving it the right to sell up to $10,000,000 of newly issued common stock to B. Riley Principal Capital II over a 36-month period beginning on the Commencement Date, subject to the conditions in the agreement, Nasdaq issuance limits (an Exchange Cap equal to 19.99 of outstanding shares) and a 4.99 beneficial ownership cap for B. Riley.

Stardust Power Inc. entered into a Common Stock Purchase Agreement with B. Riley Principal Capital II, giving it the right to raise up to $10.0 million by selling common stock over a 36‑month period at its discretion. Purchases are priced off Nasdaq VWAP with a fixed 3.0% discount through Market Open and Intraday purchases, subject to trading, pricing and volume conditions. Nasdaq rules cap issuances at 1,972,924 shares, equal to 19.99% of shares outstanding before the agreement, unless pricing thresholds or stockholder approval remove that limit, and B. Riley’s beneficial ownership is limited to 4.99%. The company expects to use any proceeds for working capital, general corporate purposes, and to support pre‑construction, construction and long‑term growth activities.

Stardust Power Inc. filed a prospectus supplement covering the potential resale by existing holders of up to 5,519,087 shares of common stock, 1,056,659 shares underlying warrants, and 5,566,667 private warrants. These common shares, excluding warrant shares, equal about 91.74% of shares outstanding as of April 28, 2025, and 93.15% assuming full warrant exercise.

The company will not receive proceeds from sales by selling securityholders, only potentially from warrant exercises, which are unlikely if the stock trades below the $115.00 exercise price. The filing notes that large potential resales could increase volatility or significantly pressure the trading price. Separately, Stardust Power appointed Bruce Czachor as General Counsel, Chief Compliance Officer, and Secretary, with a $400,000 base salary, performance-based bonus opportunity, a 40,000-share sign-on equity award, and change-in-control-linked severance protections.

Stardust Power Inc. has filed a prospectus supplement covering the resale of up to 1,302,451 shares of common stock by existing selling stockholders. The shares include stock and warrants originally issued for advisory services, loan financing, a license agreement, a private placement, and a warrant inducement.

The company is not selling shares in this offering and will not receive proceeds from stockholder resales, but could receive up to $17,405,743 in gross proceeds if the covered warrants are exercised for cash. The supplement also includes a Form 8-K announcing the appointment of Bruce Czachor as General Counsel, Chief Compliance Officer and Secretary, with a $400,000 base salary, a 75% target bonus, and a 40,000-share sign-on equity award.

Stardust Power Inc. filed a prospectus supplement covering the resale of up to 1,302,451 shares of common stock by existing selling stockholders. The company itself is not selling shares in this offering and will not receive proceeds from these resales, although it may receive up to $17,405,743 if related warrants are exercised for cash.

Attached is a Form 8-K describing a financing with Lind Global Asset Management XIII LLC, under which Stardust Power received approximately $4.0 million in gross proceeds in exchange for a $4.8 million senior secured convertible promissory note due December 23, 2027 and a warrant to purchase about 419,162 shares. The note bears no cash interest, is repayable in 20 monthly installments of $240,000 starting 120 days after issuance, and can be repaid in cash, stock, or a combination at the company’s option, using a discount to volume-weighted average price to determine any share-based repayments. The note and related security, pledge, and guarantee agreements are secured by all company and subsidiary assets, include customary events of default, and contain conversion price adjustments, ownership caps of 4.99%/9.99%, and a Nasdaq 19.99% issuance cap that may require cash repayment if shareholder approval is not obtained.

Stardust Power Inc. filed a prospectus supplement covering the resale of up to 5,519,087 shares of common stock and up to 5,566,667 warrants by existing securityholders. These resale shares, excluding warrant exercises, equal about 91.74% of common stock outstanding as of April 28, 2025, and could create significant selling pressure.

The company will not receive proceeds from these resales and will only receive cash if warrants are exercised, which is uncertain given its common stock last traded at $3.32 versus much higher historical pricing levels. Separately, Stardust raised approximately $4.0 million of gross proceeds through a senior secured convertible promissory note of $4.8 million and a warrant issued to Lind Global Asset Management XIII LLC, with the note payable over 20 monthly installments and optionally repayable in stock at a discount to market.