[8-K] Stardust Power Inc. Reports Material Event

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) announced a non-binding letter of intent with Australia-based Prairie Lithium Limited to supply 6,000 metric tons per annum of lithium carbonate equivalent, delivered as lithium chloride. The arrangement is subject to negotiation and execution of a definitive agreement.

The company disclosed the LOI via a press release furnished as Exhibit 99.1. Stardust Power’s common stock trades on Nasdaq as SDST, and its redeemable warrants trade as SDSTW.

Insights

Corporate Contracts Analyst

Non-binding LOI for 6,000 tpa LCE equivalent; strategic potential but contingent on a definitive agreement and undisclosed economics.

Stardust Power announced a non-binding letter of intent with Prairie Lithium Limited for the supply of 6,000 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride. The arrangement is subject to negotiation and execution of a definitive agreement. This signals intent to secure material quantities, but it does not create enforceable obligations yet.

The filing discloses no pricing, term length, delivery schedule, or quality specifications. Without these core terms, the financial impact cannot be assessed. The non-binding status introduces execution risk, and closing depends on final documentation agreed by both parties.

Key items to watch: whether a definitive agreement is executed, the volume commitments confirmed, and commercial terms such as pricing and duration. Any follow-on 8‑K or press release disclosing binding terms would clarify economics and timing. The announcement date is October 21, 2025; subsequent disclosures will determine whether this becomes a material, binding supply contract.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2025

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39875		99-3863616
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 E. Putnam Ave, Suite 378, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 742-3095

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 of 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		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SDST		The Nasdaq Global Market
Redeemable warrants, each lot of 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00		SDSTW		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 October 21, 2025, Stardust Power Inc. ( the “Company”) issued a press release announcing that it has entered into a non-binding letter of intent with Prairie Lithium Limited, an Australian-based company, for the supply of 6,000 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride. The transaction is subject to the negotiation and execution of a definitive agreement by the parties.

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.

Exhibit No.		Description
99.1		Press Release, dated October 21, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: October 21, 2025	STARDUST POWER INC.
	/s/ Roshan Pujari
	Roshan Pujari
	Chief Executive Officer

FAQ

What did Stardust Power (SDST) announce in this 8-K?

The company disclosed a non-binding letter of intent with Prairie Lithium Limited for a lithium supply arrangement.

How much lithium is covered by the LOI for SDST?

It contemplates 6,000 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride.

Who is the counterparty to Stardust Power’s LOI?

Prairie Lithium Limited, an Australian-based company.

Is the Stardust Power agreement finalized?

No. It is non-binding and subject to negotiation and execution of a definitive agreement.

When was the LOI announcement made?

October 21, 2025, via a press release filed as Exhibit 99.1.

Where do Stardust Power’s securities trade?

Common stock (SDST) and redeemable warrants (SDSTW) trade on The Nasdaq Global Market.