Stardust Power adds $6.1M to stock sale plan

Q: Which registration statement covers the new SDST Placement Shares?

The additional $6,076,872 of Placement Shares will be issued under Stardust Power’s registration statement on Form S-3 (File No. 333-294938), filed April 9, 2026 and declared effective on April 16, 2026, as supplemented on May 8, 2026 and amended on September 17, 2026.

Q: On which market are SDST shares and warrants listed?

Stardust Power’s common stock, par value $0.0001 per share, trades under the symbol SDST on The Nasdaq Capital Market, and its redeemable warrants, each ten warrants exercisable for one common share at an exercise price of $115.00, trade under the symbol SDSTW on The Nasdaq Capital Market.

Stardust Power expanded its at-the-market equity program to cover up to an additional $6.1 million of common stock under its existing shelf registration.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) reported that on September 22, 2026 it filed Amendment No. 2 to its prospectus supplement for an at-the-market equity program under its Form S-3 shelf registration. The amendment updates the maximum number of common stock “Placement Shares” that may be issued under the At Market Issuance Sales Agreement with B. Riley Securities, Inc. to cover up to an additional aggregate of $6,076,872 of Placement Shares.

The Placement Shares will be issued and sold by the company pursuant to the existing S-3 registration statement that was declared effective on April 16, 2026 and previously supplemented on May 8, 2026 and September 17, 2026. A legal opinion from Thompson Hine LLP regarding the validity of the Placement Shares is included as an exhibit.

Filing Explained

The September 22 amendment expands Stardust Power’s capacity to sell up to an additional $6,076,872 of common stock through its at-the-market program; it updates registered issuance capacity rather than reporting a completed sale, so any resulting dilution to existing holders remains conditional on future issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Additional ATM capacity: $6,076,872 of common stock Warrant exercise ratio: 10 warrants per share Warrant exercise price: $115.00 per share +2 more

5 metrics

Additional ATM capacity $6,076,872 of common stock Aggregate amount of additional Placement Shares that may be issued under the At Market Issuance Sales Agreement

Warrant exercise ratio 10 warrants per share Ten redeemable warrants are exercisable for one share of common stock

Warrant exercise price $115.00 per share Exercise price for redeemable warrants trading under symbol SDSTW

Common stock par value $0.0001 per share Par value of Stardust Power Inc. common stock

Form S-3 file number 333-294938 Shelf registration statement covering the Placement Shares

Key Terms

At Market Issuance Sales Agreement, prospectus supplement, registration statement on Form S-3, Inline XBRL, +1 more

5 terms

At Market Issuance Sales Agreement financial

"issuable pursuant to the At Market Issuance Sales Agreement between the Company and B. Riley"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

prospectus supplement regulatory

"filed the Amendment No.2 to the Prospectus Supplement to update the maximum number"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

registration statement on Form S-3 regulatory

"will be made pursuant to the Company’s registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Inline XBRL technical

"Cover Page Interactive Data File (formatted as Inline XBRL and contained"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

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

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

Stardust Power Inc. filed Amendment No. 2 to its prospectus supplement for an at-the-market offering program, updating the maximum amount of common stock Placement Shares that may be issued to include up to an additional aggregate of $6,076,872 of common stock under its existing Form S-3 shelf registration.

How large is the additional at-the-market capacity for SDST shares?

The amendment provides for up to an additional aggregate of $6,076,872 of Placement Shares of Stardust Power common stock to be issued and sold under the At Market Issuance Sales Agreement with B. Riley Securities, Inc.

Which registration statement covers the new SDST Placement Shares?

The additional $6,076,872 of Placement Shares will be issued under Stardust Power’s registration statement on Form S-3 (File No. 333-294938), filed April 9, 2026 and declared effective on April 16, 2026, as supplemented on May 8, 2026 and amended on September 17, 2026.

Who is SDST’s sales agent for the at-the-market offering?

B. Riley Securities, Inc. acts as sales agent under an At Market Issuance Sales Agreement dated May 8, 2026, through which Stardust Power may issue and sell up to an additional $6,076,872 of common stock Placement Shares.

What legal opinion is included with this SDST filing?

A legal opinion from Thompson Hine LLP regarding the validity of the Placement Shares is filed as Exhibit 5.1, with its related consent included as Exhibit 23.1.

On which market are SDST shares and warrants listed?

Stardust Power’s common stock, par value $0.0001 per share, trades under the symbol SDST on The Nasdaq Capital Market, and its redeemable warrants, each ten warrants exercisable for one common share at an exercise price of $115.00, trade under the symbol SDSTW on The Nasdaq Capital Market.

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

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Available on EDGAR 09/22/2026 - 05:11 PM Accepted by SEC EDGAR 09/22/2026 - 05:10 PM

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): September 22, 2026

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(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 (§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 September 22, 2026, Stardust Power Inc. (the “Company”) filed the Amendment No.2 (the “Amendment No. 2”) to the Prospectus Supplement (as defined below) to update the maximum number of shares of the Company’s common stock (the “Placement Shares”) issuable pursuant to the At Market Issuance Sales Agreement between the Company and B. Riley Securities, Inc., dated May 8, 2026 (the “Sales Agreement”), to up to an additional aggregate of $6,076,872 of Placement Shares.

The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-294938) filed with the Securities and Exchange Commission on April 9, 2026, and declared effective on April 16, 2026, as supplemented by the prospectus supplement, dated as of May 8, 2026 and as amended by Amendment No. 1, dated September 17, 2026.

A copy of the legal opinion of Thompson Hine LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01.

Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number		Description

5.1		Thompson Hine LLP.
23.1		Thompson Hine LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: September 22, 2026	STARDUST POWER INC.

	/s/ Roshan Pujari
	Roshan Pujari
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents