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$150M LOI backs Stardust Power (NASDAQ: SDST) lithium refinery

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stardust Power Inc. announced a non-binding Letter of Intent with a single institutional investor outlining a framework for up to $150 million of project-level financing for its planned lithium refinery in Muskogee, Oklahoma. The potential investment may be structured across equity, debt, or hybrid instruments and is intended to complement funding from other investors while helping shape long-term capital plans.

The refinery is designed to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate, in two phases of about 25,000 metric tons per year each. Stardust Power has completed a FEL-3 engineering study, obtained key permits including an air permit from the Oklahoma Department of Environmental Quality, and continues broader project-level financing discussions, but the LOI remains subject to due diligence and definitive agreements.

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Insights

Non-binding $150M project-level LOI advances refinery financing but remains contingent.

The company has secured a non-binding Letter of Intent for up to $150 million in project-level financing for its Muskogee lithium refinery. Structuring capital at the asset level is described as a way to support valuation of the refinery while aiming to limit dilution at the parent-company share level.

The refinery is designed for up to 50,000 metric tons per annum of battery-grade lithium carbonate, supported by a completed FEL-3 study, air permits, and third-party engineering validation. These steps suggest the project has moved through key technical and permitting milestones, though construction still depends on final financing commitments.

The LOI allows flexibility across equity, debt, and hybrid structures and contemplates syndication, but it is expressly non-binding and subject to due diligence and definitive documentation. Actual capital deployment will depend on closing these agreements and on broader market and permitting conditions referenced in the company’s risk disclosures.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Project-level investment framework $150 million Indicated maximum investment under non-binding LOI
Refinery total capacity 50,000 metric tons per annum Planned battery-grade lithium carbonate output at full capacity
Phase capacity 25,000 metric tons per annum Approximate capacity per phase, two phases planned
Air permit Granted Permit from Oklahoma Department of Environmental Quality
Warrant exercise ratio 10 warrants for one share Redeemable warrants exercisable at $115.00 per share
Warrant exercise price $115.00 per share Exercise price of SDSTW Nasdaq-listed warrants
Letter of Intent financial
"entered into a Letter of Intent (the “LOI”) with a single institutional investor"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
project level financing financial
"intent to invest up to $150 million at the project level, with flexibility"
Project level financing is when lenders fund a single, standalone project—such as a power plant, mine, or infrastructure build—based mainly on that project’s expected cash flow and assets rather than the broader finances of the parent company. For investors this matters because risk and repayment are tied to the project’s success: if the project fails, creditors and equity holders usually can’t claim the parent company’s other assets, which can limit exposure but also concentrate risk and affect returns.
FEL-3 engineering study technical
"The Company has completed a FEL-3 engineering study and secured key permits"
A FEL-3 engineering study is the final, detailed planning phase for a major capital project that produces firm designs, cost estimates, schedules and risk assessments needed before a company commits to construction. Investors care because the study clarifies how much the project will likely cost, how long it will take and what could go wrong, much like a detailed blueprint and budget that inform whether a large purchase or build is worth financing.
air permit regulatory
"secured key permits, including the air permit from the Oklahoma Department"
An air permit is an official government permission that lets a factory, power plant, or other facility release specific amounts and types of air pollutants under set rules and limits — like a driver’s license for emissions. Investors care because the permit affects whether a facility can operate, grow, or change processes; it influences compliance costs, the risk of fines or shutdowns, and the timeline and expense of projects, all of which can alter a company’s value.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
going concern financial
"our ability to continue as a going concern, business trends and market"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 2026

 

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39875   99-3863616

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

15 E. Putnam Ave, Suite 378

Greenwich, CT

  06830
(Address of principal executive offices)   (Zip Code)

 

(800) 742-3095

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   SDST   The Nasdaq Capital Market
Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00   SDSTW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 

 

 

 

 

 

Item 8.01 – Other Events.

 

On April 20, 2026, Stardust Power Inc. (the “Company”) issued a press release with respect to an institutional investor framework. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release, dated April 20, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 20, 2026

 

STARDUST POWER INC.  
     
By: /s/ Roshan Pujari  
Name: Roshan Pujari  
Title: Chief Executive Officer and Chairman  

 

 

 

 

 

Exhibit 99.1

 

Stardust Power Secures Institutional Investment Framework Supporting Up to $150 Million

 

Investment

 

GREENWICH, Conn. – April 20, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium carbonate, today announced that it has entered into a Letter of Intent (the “LOI”) with a single institutional investor to support project level financing for its planned lithium refinery in Muskogee, Oklahoma.

 

Under the terms of the LOI, the institutional investor has indicated its intent to invest up to $150 million at the project level, with flexibility across equity, debt, and hybrid financing structures. The investment is expected to be made as we continue to secure funding from other investors, and it will help us develop our long-term capital plans. Structuring the investment at the asset level is expected to reduce dilution for public shareholders while supporting the establishment of a transparent, market-driven valuation for the refinery.

 

The LOI represents a meaningful step in advancing the project’s capital stack and provides increased visibility into financing for the construction of the Company’s lithium refinery. It also reflects growing institutional interest in American lithium refining infrastructure and reinforces the project’s positioning as a viable, financeable asset within the evolving domestic battery materials supply chain.

 

Roshan Pujari, Founder and Chief Executive Officer of Stardust Power, commented: “This LOI is an important step as we gear up to build this critical piece of national infrastructure. Establishing the capital stack at the project level is a key milestone, and we believe it reflects growing recognition from institutional investors that our refinery is both viable and strategically positioned. As we progress discussions with additional partners, our focus remains on structuring a disciplined and competitive financing package aligned with long-term value creation.”

 

Stardust Power is currently advancing its lithium refinery project in Muskogee, Oklahoma, designed to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate at full capacity, to be developed in two phases of approximately 25,000 metric tons per annum each. The Company has completed a FEL-3 engineering study and secured key permits, including the air permit from the Oklahoma Department of Environmental Quality, enabling construction and commissioning to start upon financing. Recent milestones include third-party engineering validation, additional feedstock supply agreements, and continued progress on project-level financing discussions.

 

The agreement is non-binding and outlines a framework for a potential investment of up to $150 million at the project level, including the ability to support the financing through syndication and direct capital participation. The parties have also agreed to proceed through customary due diligence and negotiation of definitive agreements.

 

About Stardust Power Inc.

 

Stardust Power is a developer of battery-grade lithium carbonate designed to bolster America’s energy security through resilient supply chains. The Company plans to build a strategically located lithium refinery in Muskogee, Oklahoma, with the capacity to produce up to 50,000 metric tons of battery-grade lithium carbonate annually. Committed to sustainability at every stage, Stardust Power trades on Nasdaq under the ticker “SDST.”

 

For more information, visit www.stardust-power.com

 

Stardust Power Contacts

For Investors:

Johanna Gonzalez

investor.relations@stardust-power.com

 

For Media:

Michael Thompson

media@stardust-power.com

 

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, objectives, goals, prospects, financial results or strategies regarding us and the future held by our management team and the products and markets, future events, future financial condition, expected future revenues or performance, financing needs, our ability to continue as a going concern, business trends and market opportunities of our business, as well as statements regarding the expected capital expenditures, risks, production level, produced lithium quality, project design, feedstock supply, financing arrangements, final investment decision, development, construction, permits and related timelines with respect to the Company’s Muskogee lithium refinery. These forward-looking statements are based on management’s current beliefs and assumptions, based on currently available information, as to the outcome and timing of future events. Forward-looking statements may be identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical fact, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon beliefs, assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these beliefs and judgments are reasonable, but these statements are not guarantees of any future events, financial results or outcomes, or the timing of such. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events, results, outcomes and circumstances, and the timing thereof, are difficult or impossible to predict and may differ from our beliefs, assumptions or predictions. Many actual events and circumstances are beyond our control.

 

These forward-looking statements are subject to a number of risks and uncertainties, including the ability of Stardust Power to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stardust Power to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the price of Stardust Power’s securities, including volatility resulting from recent sales of securities, issuance of debt, and exercise of warrants, changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in the combined capital structure; the regulatory environment and our ability to obtain necessary permits and other governmental approvals for our operation; Stardust Power’s need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; worldwide growth in the adoption and use of lithium products; the Company’s ability to enter into and realize the anticipated benefits of offtake and license and other commercial agreements; risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; the substantial doubt regarding the Company’s ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations; the Company’s continued listing on the Nasdaq; and those factors described or referenced in the Company’s filings with the SEC, including the Company’s Registration Statement on Form S-1 filed with the SEC on February 12, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 25, 2026. The foregoing list of factors is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements could differ materially from those expressed or implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change.

 

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

 

 

 

 

FAQ

What institutional investment framework did Stardust Power (SDST) announce?

Stardust Power agreed a non-binding Letter of Intent with a single institutional investor for up to $150 million of project-level financing. The framework covers equity, debt, and hybrid structures to support its Muskogee lithium refinery capital stack.

Is the Stardust Power $150 million investment commitment binding?

No, the agreement is explicitly described as non-binding. It outlines a framework for potential investment up to $150 million and is subject to customary due diligence and negotiation of definitive agreements between Stardust Power and the institutional investor.

How will the potential $150 million financing be structured for SDST?

The Letter of Intent contemplates project-level financing with flexibility across equity, debt, and hybrid instruments. It also allows for syndication and direct capital participation by the institutional investor, focused specifically on the Muskogee lithium refinery asset.

What is the planned capacity of Stardust Power’s Muskogee lithium refinery?

The Muskogee refinery is designed to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate. The project is planned in two phases, each targeting approximately 25,000 metric tons per annum at full capacity once developed.

What development milestones has Stardust Power reached for its lithium refinery?

Stardust Power has completed a FEL-3 engineering study, secured key permits including an air permit from the Oklahoma Department of Environmental Quality, and obtained third-party engineering validation. The company also reports additional feedstock supply agreements and ongoing project-level financing discussions.

How could project-level financing affect Stardust Power shareholders?

The company states that structuring financing at the asset level is expected to reduce dilution for public shareholders. It may also help establish a transparent, market-driven valuation for the Muskogee refinery while separating project capital needs from the corporate balance sheet.

Filing Exhibits & Attachments

5 documents