SDST swaps 958,400 warrants for 730,689 shares via 3(a)(9)

Stardust Power Inc. (SDST) entered a warrant-for-share exchange.

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) entered a warrant-for-share exchange. On October 30, 2025, the company agreed with an institutional investor to exchange warrants representing the right to purchase 958,400 shares of common stock for newly issued common shares. The exchange ratio is 1.31 Warrant Shares for 1 common share, resulting in the issuance of 730,689 common shares at closing. The closing is expected on the first business day following the agreement.

At closing, the exchanged warrants will be surrendered, cancelled, and all related rights discharged. The new shares will be issued in reliance on Section 3(a)(9) of the Securities Act as an exchange with an existing holder, and no cash proceeds will be received by the company.

Insights

Capital markets analyst

Non-cash exchange cancels warrants and issues 730,689 shares.

Stardust Power is swapping warrants for equity under Section 3(a)(9). Warrants exercisable for an aggregate 958,400 Warrant Shares will be exchanged at a 1.31:1 ratio, producing 730,689 newly issued common shares. The transaction is expected to close on the first business day after October 30, 2025.

This is an administrative capital structure move: cancel the Existing Warrants at closing and discharge related obligations, while issuing shares on a one-time basis. It is a non-cash transaction; the company states it will receive no cash proceeds from the exchange.

Impact depends on post-exchange share dynamics and future disclosures in company filings. The agreement includes customary representations, warranties, and covenants; specific additional terms would be found in Exhibit 10.1.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did SDST announce regarding its warrants?

The company agreed to exchange warrants representing 958,400 Warrant Shares for newly issued common shares at a 1.31:1 ratio.

How many SDST shares will be issued in the exchange?

The investor will receive 730,689 shares of common stock at closing.

When is the SDST warrant exchange expected to close?

The closing is expected on the first business day following October 30, 2025.

Will SDST receive cash proceeds from this exchange?

No. The company states it will receive no cash proceeds in connection with the exchange.

Under what exemption is SDST issuing the shares?

The shares will be issued under Section 3(a)(9) of the Securities Act as an exchange with an existing security holder.

What happens to the exchanged warrants at closing?

They will be surrendered, cancelled, and all related rights, liabilities, and obligations discharged in full.

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

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Accepted by SEC EDGAR 10/30/2025 - 05:25 PM EDT Learn about SEC filing dates

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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 30, 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 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 1.01 Entry into a Material Definitive Agreement.

On October 30, 2025, Stardust Power Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with a certain institutional investor (the “Investor”). Pursuant to the Exchange Agreement, the Investor agreed to irrevocably exchange all of its warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), originally issued on March 16, 2025 (the “Existing Warrants”), representing the right to purchase an aggregate of 958,400 shares of Common Stock (the “Warrant Shares”), for newly issued shares of Common Stock at an exchange ratio of 1.31 Warrant Shares for 1 share of Common Stock, resulting in the issuance to the Investor of 730,689 shares of Common Stock (the “Acquired Shares”) at closing (the “Exchange”).

The Exchange is expected to close on the first business day following the date of the Exchange Agreement (the “Closing Date”). At the Closing, the Existing Warrants will be surrendered for cancellation, deemed automatically cancelled and retired in full, and all rights, liabilities and obligations thereunder will be discharged in full.

The Exchange Agreement contains customary representations, warranties and covenants of the parties. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Acquired Shares will be issued to the Investor in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, as securities exchanged by the Company with an existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. No cash proceeds will be received by the Company in connection with the Exchange.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 30, 2025	By:	/s/ Roshan Pujari
	Name:	Roshan Pujari
	Title:	Chief Executive Officer

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