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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 1, 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)
(800)
742-3095
(Registrant’s
telephone number, including area code)
N/A
(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(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
SDST |
|
The
Nasdaq Global Market |
| Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”)
on April 8, 2025, Stardust Power Inc., a Delaware corporation (the “Company”) received Notice from Nasdaq indicating
that, because the market value of the Company’s Common Stock had been below $50,000,000 for 30 consecutive business days, the Company
no longer complied with the minimum market value of listed securities requirement for continued listing on the Nasdaq Global Market under
Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the “MVLS Rule”).
The
Company was provided with an initial compliance period of 180 calendar days, or until September 30, 2025, to regain compliance with the
MVLS Rule. The Company did not regain compliance with the MVLS Rule during the allotted time period.
Accordingly,
on October 1, 2025, the Company received a staff delist determination letter from the Nasdaq Listing Qualifications Department, as a
result of its failure to regain compliance with the MVLS Rule.
The
Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). This hearing request will
automatically stay Nasdaq’s delisting of the Company’s common stock and warrants pending the Panel’s decision and any
extension provided by the Panel. The Company intends to present its plan of compliance, which may include a transfer to the Nasdaq Capital
Market listing tier.
As
previously reported by Stardust on March 24, 2025, the Company received deficiency letters from the Staff on March 18, 2025, and March
19, 2025, notifying the Company that it was not in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(C) requiring a listed company to
maintain a minimum Market Value of Publicly Held Shares, as defined by Nasdaq, of $15 million and (ii) Nasdaq Listing Rule 5450(a)(1)
requiring a listed company to maintain a minimum bid price of $1.00 per share, respectively (such requirements, the “Listing
Requirements”). In accordance with Nasdaq rules, the Company successfully achieved compliance with these Listing Requirements
within the stipulated given period of 180 calendar days (or by/until September 15, 2025).
Forward
Looking Statements
This
current report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision
of the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or
implied by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly
than expected, which shorter timeline(s) may be unfavorable for the Company and the continued listing of the Company’s common stock
on The Nasdaq Capital Market. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as
required by law.
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.
| |
STARDUST
POWER INC. |
| |
|
| Date:
October 3, 2025 |
By:
|
/s/
Roshan Pujari |
| |
Name:
|
Roshan
Pujari |
| |
Title:
|
Chief
Executive Officer |
