Stardust Power gets Nasdaq listing deficiency notice

Q: How long does Stardust Power (SDST) have to regain Nasdaq compliance?

Stardust Power has 180 calendar days from the notice date, until October 21, 2026, to regain compliance. It can do this by meeting any Nasdaq Listing Rule 5550(b) standard, including equity, market value of listed securities, or net income from continuing operations.

Q: Will Stardust Power’s stock be immediately delisted from Nasdaq?

No, the Nasdaq notice has no immediate impact on the listing of Stardust Power’s securities. The shares remain listed during the 180‑day compliance period and, if needed, through any appeal process that a hearing panel may allow for up to six additional months.

Q: What support did Stardust Power’s lithium refinery project receive in Oklahoma?

Stardust Power’s proposed Lithium Refinery Project received supportive statements from the Oklahoma Governor’s Office and the Oklahoma Department of Commerce. They emphasized Oklahoma’s energy hub status and highlighted the project’s potential to bring quality jobs, capital investment, and long-term economic opportunities.

Stardust Power Inc. received notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s continued listing standards, including the $35 million market value of listed securities requirement maintained for 30 consecutive business days.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Stardust Power Inc. received notice from Nasdaq that it no longer meets the Nasdaq Capital Market’s continued listing standards, including the $35 million market value of listed securities requirement maintained for 30 consecutive business days. The company has 180 calendar days, until October 21, 2026, to regain compliance by meeting any of Nasdaq Listing Rule 5550(b)’s alternative standards for equity, market value, or net income. The notice does not immediately affect trading of its common stock or warrants. Separately, Stardust Power’s proposed Lithium Refinery Project received expressions of support from the Oklahoma Governor’s Office and the Oklahoma Department of Commerce, citing the state’s energy hub status and potential for jobs and capital investment.

Positive

None.

Negative

Nasdaq listing deficiency and delisting risk: Stardust Power no longer satisfies Nasdaq Capital Market continued listing standards, including the $35 million market value requirement, and faces potential delisting if it cannot regain compliance within the 180-day cure period.

Insights

Nasdaq noncompliance raises delisting risk, offset by project support in Oklahoma.

The company has fallen below Nasdaq’s $35 million market value of listed securities threshold for 30 consecutive business days and also does not satisfy alternative standards under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3). This triggers a formal 180-day cure period ending on October 21, 2026.

Regaining compliance can occur through higher market value, stockholders’ equity of at least $2.5 million, or net income from continuing operations of $500,000 in one or two of the last three fiscal years. Failure would lead to a delisting determination, though an appeal could extend the process by up to six months.

Separately, the lithium refinery project has received supportive statements from the Oklahoma Governor’s Office and the Oklahoma Department of Commerce, highlighting potential quality jobs and capital investment. Future company disclosures may clarify how this project affects financial performance and the ability to meet Nasdaq’s requirements.

8-K Event Classification

2 items: 3.01, 8.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Market value requirement: $35 million market value of listed securities Noncompliance period: 30 consecutive business days Compliance deadline: October 21, 2026 +5 more

8 metrics

Market value requirement $35 million market value of listed securities Minimum level under Nasdaq Listing Rule 5550(b)(2)

Noncompliance period 30 consecutive business days Time below $35 million MVLS before notice

Compliance deadline October 21, 2026 End of 180-day cure period under Listing Rule 5810(c)(3)(C)

Equity standard $2.5 million stockholders’ equity Alternative requirement under Nasdaq Listing Rule 5550(b)(1)

Net income standard $500,000 net income From continuing operations in one or two of the three most recent fiscal years under 5550(b)(3)

MVLS cure window 10 consecutive business days Period MVLS must be at or above $35 million to regain compliance

Potential appeal extension Six months Maximum time a Nasdaq hearing panel may grant after a delisting determination

Warrant exercise terms 10 warrants for one share at $115.00 Redeemable warrants listed on Nasdaq Capital Market

Key Terms

market value of listed securities, Nasdaq Listing Rule 5550(b), emerging growth company, Lithium Refinery Project, +1 more

5 terms

market value of listed securities financial

"did not satisfy the minimum $35 million market value of the listed securities requirement"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Listing Rule 5550(b) regulatory

"as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market"

A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Lithium Refinery Project technical

"the Company’s proposed Lithium Refinery Project (“the Project”) has received significant support"

Oklahoma Department of Commerce regulatory

"the Project received significant support from the Oklahoma Department of Commerce"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Stardust Power Inc. (SDST) receive a Nasdaq deficiency notice?

Stardust Power received a Nasdaq deficiency notice because its market value of listed securities stayed below $35 million for 30 consecutive business days. Nasdaq also noted the company does not meet alternative standards under Listing Rules 5550(b)(1) and 5550(b)(3) for equity and net income.

How long does Stardust Power (SDST) have to regain Nasdaq compliance?

Stardust Power has 180 calendar days from the notice date, until October 21, 2026, to regain compliance. It can do this by meeting any Nasdaq Listing Rule 5550(b) standard, including equity, market value of listed securities, or net income from continuing operations.

What options does Stardust Power have to avoid Nasdaq delisting?

The company can regain compliance by achieving stockholders’ equity of at least $2.5 million, market value of listed securities of at least $35 million, or net income from continuing operations of $500,000 in the most recent year or in two of the last three fiscal years.

Will Stardust Power’s stock be immediately delisted from Nasdaq?

No, the Nasdaq notice has no immediate impact on the listing of Stardust Power’s securities. The shares remain listed during the 180‑day compliance period and, if needed, through any appeal process that a hearing panel may allow for up to six additional months.

What support did Stardust Power’s lithium refinery project receive in Oklahoma?

Stardust Power’s proposed Lithium Refinery Project received supportive statements from the Oklahoma Governor’s Office and the Oklahoma Department of Commerce. They emphasized Oklahoma’s energy hub status and highlighted the project’s potential to bring quality jobs, capital investment, and long-term economic opportunities.

Does the Oklahoma support directly affect Stardust Power’s Nasdaq compliance?

The filing links Oklahoma’s support to the proposed lithium refinery project, not directly to Nasdaq compliance metrics. While this backing underscores potential economic benefits, meeting Nasdaq’s standards still depends on achieving required equity levels, market value of listed securities, or net income from continuing operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 04:38 PM

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 24, 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 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 24, 2026, Stardust Power Inc. (the “Company”) was notified by the listing qualifications staff of Nasdaq Regulation (“Nasdaq”) that the Company did not satisfy the minimum $35 million market value of the listed securities requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market (the “MVLS Requirement”). Nasdaq also noted that the Company does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).

Under Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days following the date of the notice, or until October 21, 2026, to regain compliance. The Company may regain compliance with Nasdaq Listing Rule 5550(b) by satisfying any of the alternative continued listing standards set forth in that rule, including: (i) maintaining stockholders’ equity of at least $2.5 million under Nasdaq Listing Rule 5550(b)(1), (ii) maintaining a market value of listed securities of at least $35 million under Nasdaq Listing Rule 5550(b)(2), or (iii) reporting net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years under Nasdaq Listing Rule 5550(b)(3). To the extent the Company seeks to regain compliance through the MVLS Requirement, the Company’s market value of listed securities must close at $35 million or more for a minimum of 10 consecutive business days during the 180-day compliance period. If the Company does not regain compliance with the rules prior to expiration of the compliance period, it will receive written notification that its securities are subject to delisting.

The Company may appeal any future delisting determination to a hearing panel. The panel has the ability to grant a six month period to determine any appeal. During this time, the listing of the securities would not be affected. The notification received has no immediate impact on the listing of the Company’s securities on the Nasdaq Capital Market.

The Company will continue to monitor its MVLS Requirement and may, as appropriate, consider available options to regain compliance.

Item 8.01 – Other Events.

Support from the Office of the Governor of the State of Oklahoma

Recently, the Company’s proposed Lithium Refinery Project (“the Project”) has received significant support from the Office of the Governor of the State of Oklahoma. Oklahoma being one of America’s premier energy states was emphasized, along with the readiness and the emphasis of the State support for the Project. Oklahoma’s location, business climate, and focal point as an energy hub in the United States make it a preferred location for our clean energy facility.

Support from the Oklahoma Department of Commerce

Additionally, the Project received significant support from the Oklahoma Department of Commerce. The potential of the Project to bring quality jobs, capital investment and long term economic opportunity to Oklahoma was recognized along with the ability to serve the interest of the local communities in Oklahoma.

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 30, 2026

STARDUST POWER INC.

By:	/s/ Roshan Pujari
Name:	Roshan Pujari
Title:	Chief Executive Officer and Chairman

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Stardust Power gets Nasdaq listing deficiency notice