STOCK TITAN

Stardust Power (NASDAQ: SDST) inks non-binding lithium offtake LOI with C4V

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stardust Power Inc. entered into a non-binding Letter of Intent with Charge CCCV LLC (C4V) for potential supply of battery-grade lithium carbonate from Stardust Power’s planned Muskogee, Oklahoma refinery. C4V’s preliminary demand forecast envisions a phased offtake of 3,000 MT in 2028, 10,000 MT in 2029 and 20,000 MT by 2030, tied to its expanding U.S. battery manufacturing joint ventures.

The company notes that volumes, pricing and schedules remain subject to negotiation and execution of a definitive agreement, with no assurance such an agreement will be reached. Stardust Power also references a previously disclosed non-binding letter of agreement with a global trading house to sell up to 25,000 metric tons per year for 10 years, with an option to extend 5 years. Together, these arrangements are described as covering a substantial portion of the refinery’s expected up to 50,000 metric tons per annum capacity and supporting a potential pipeline of up to billions of dollars in sales, while the company continues to highlight substantial doubt about its ability to continue as a going concern and its need for additional financing.

Positive

  • Non-binding commercial pipeline tied to major capacity: The C4V LOI and an existing trading-house letter together cover a substantial portion of Stardust Power’s planned 50,000 metric ton per annum Muskogee refinery capacity and are described as supporting a potential pipeline of up to billions of dollars in sales, assuming definitive agreements are executed.

Negative

  • Going-concern and funding risks: The company cites “substantial doubt” about its ability to continue as a going concern and a need to raise capital in the near term to maintain operations, alongside volatility and capital-structure risks related to its securities, debt and warrants.

Filing Explained

The filing adds that the non-binding C4V arrangement includes product qualification and alignment with C4V’s technical and commercial requirements, so the forecasted demand has not yet become a committed supply obligation.

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, and exhibit attachments filed with this report.
C4V offtake forecast 2028 3,000 MT Preliminary battery-grade lithium carbonate offtake forecast for 2028 under the C4V Letter of Intent
C4V offtake forecast 2029 10,000 MT Preliminary lithium carbonate offtake forecast for 2029 from C4V under the Agreement
C4V offtake forecast 2030 20,000 MT Preliminary lithium carbonate offtake forecast by 2030 from C4V under the Agreement
Trading house offtake LOI up to 25,000 metric tons per year Previously disclosed non-binding letter with a global trading house to sell lithium carbonate for 10 years
Muskogee refinery capacity up to 50,000 metric tons per annum Expected production capacity of Stardust Power’s battery-grade lithium carbonate refinery in Muskogee, Oklahoma
Warrant exercise terms 10 warrants for one share at $115.00 Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00
Letter of Intent regulatory
"entered into a Letter of Intent (the “Agreement”) with Charge CCCV"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
Offtake Agreement financial
"Exhibit 99.1 Stardust Power Announces Offtake Agreement"
A contract in which a buyer commits to purchase a set portion or percentage of a producer’s future output—such as minerals, energy, agricultural goods, or manufactured products—often over a multi‑year period. It matters to investors because it creates predictable sales and cash flow, reduces the risk of unsold inventory, and can make projects easier to finance; think of it like pre‑selling future harvests or securing long‑term customers before production begins.
battery-grade lithium carbonate technical
"for the supply of battery-grade lithium carbonate from Stardust Power’s lithium refinery"
Battery-grade lithium carbonate is a highly pure chemical compound used as a key ingredient in the manufacture of lithium-ion battery cathodes and electrolytes. Think of it as the flour in a baking recipe: its quality affects the final product’s performance and safety. Investors care because its availability, purity and price influence battery makers’ costs, electric vehicle and storage supply chains, and therefore the revenue and margins of companies across the clean-energy ecosystem.
going concern financial
"the substantial doubt regarding the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
final investment decision financial
"project design, feedstock supply, financing arrangements, final investment decision, development"
A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.
forward-looking statements regulatory
"This press release and any oral statements made in connection herewith include “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

What did Stardust Power (SDST) agree with Charge CCCV LLC (C4V)?

Stardust Power and C4V signed a non-binding Letter of Intent for potential supply of battery-grade lithium carbonate from Stardust’s Muskogee refinery, positioning Stardust as a supplier to C4V’s U.S. battery manufacturing joint ventures, subject to definitive supply, pricing and delivery agreements.

How much lithium carbonate could C4V offtake from Stardust Power (SDST)?

C4V provided a preliminary forecast for potential offtake of 3,000 MT in 2028, 10,000 MT in 2029 and 20,000 MT by 2030. These volumes are indicative only and depend on negotiations and execution of a definitive supply agreement between the parties.

What is Stardust Power’s planned lithium refinery capacity in Muskogee?

Stardust Power plans to build a Muskogee refinery with production capacity of up to 50,000 metric tons per annum of battery-grade lithium carbonate. The facility is intended to help address U.S. lithium refining shortages and support a domestic battery materials supply chain.

What other offtake agreement has Stardust Power (SDST) disclosed?

Stardust Power previously disclosed a non-binding letter of agreement with a leading global trading house to sell up to 25,000 metric tons per year of lithium carbonate for 10 years, with an option to extend an additional five years, subject to definitive documentation.

Is the C4V Letter of Intent binding on Stardust Power (SDST)?

No. The Agreement with C4V is expressly described as non-binding. Final lithium volumes, pricing and delivery schedules remain subject to negotiation, and there is no assurance a definitive supply agreement will be executed or that the contemplated transactions will occur.

What financial risks does Stardust Power highlight in this update?

The company notes substantial doubt about its ability to continue as a going concern, a need to raise capital in the near term to maintain operations, exposure to securities price volatility, and dependencies on permitting, financing, construction and production at the Muskogee refinery.
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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) August 5, 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)

 

(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 8.01 Other Events.

 

On August 5, 2026, Stardust Power Inc. (the “Company”) issued a press release with respect to a Letter of Intent (Agreement) entered into with Charge CCCV LLC (“C4V”), an American battery technology company, for the supply of battery-grade lithium carbonate from Stardust Power’s lithium refinery in Muskogee, Oklahoma. The Agreement positions Stardust Power as a supplier to support C4V’s growing battery manufacturing joint ventures in the United States. As part of the framework, C4V has provided a preliminary lithium carbonate demand forecast showing a phased approach for the potential offtake of up to 20,000 MT by 2030, reflecting the anticipated expansion of its battery manufacturing capacity. The parties will also collaborate on product qualification and alignment with C4V’s technical and commercial requirements.

 

The Agreement is non-binding as the Parties work toward final supply volumes, pricing, and delivery schedules that remain subject to negotiation and the execution of the definitive agreement between the parties. There can be no assurance that a definitive agreement will be reached or that the transactions contemplated by the Agreement will be consummated.

 

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.

 

(d) The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release, dated August 5, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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: August 5, 2026 By: /s/ Roshan Pujari
  Name: Roshan Pujari
  Title: Chief Executive Officer

 

3

 

Exhibit 99.1

 

Stardust Power Announces Offtake Agreement

 

GREENWICH, Conn. – August 5, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium carbonate, today announced that it has entered into a Letter of Intent (the “Agreement”) with Charge CCCV LLC (“C4V”), an American battery technology company, for the supply of battery-grade lithium carbonate from Stardust Power’s lithium refinery in Muskogee, Oklahoma.

 

The Agreement positions Stardust Power as a supplier to support C4V’s growing battery manufacturing joint ventures in the United States. As part of the framework, C4V has provided a preliminary lithium carbonate demand forecast showing a phased approach for the potential offtake of 3,000 MT in 2028; 10,000 MT in 2029 and 20,000 MT by 2030, reflecting the anticipated expansion of its battery manufacturing capacity. The parties will also collaborate on product qualification and alignment with C4V’s technical and commercial requirements.

 

The volumes outlined under the Agreement provide additional visibility into projected future domestic demand for battery-grade lithium carbonate produced at Stardust Power’s Muskogee refinery. More broadly, the demand profile reflects the scale of battery material requirements expected to strengthen as domestic battery manufacturing capacity continues to expand across the United States. The Agreement is non-binding as the Parties work toward final supply volumes, pricing, and delivery schedules that remain subject to negotiation and the execution of the definitive agreement between the parties. This announcement builds on Stardust Power’s previously disclosed non-binding letter of agreement with a leading global trading house, to sell up to 25,000 metric tons per year for 10 years with an option to extend an additional 5 years. Together, these commercial agreements represent a substantial portion of Stardust Power’s total planned production capacity and a pipeline of up to billions of dollars in sales, assuming both the current market price of battery-grade lithium carbonate and definitive agreements are consummated.

 

“This Agreement clearly demonstrates the growing commercial interest Stardust Power occupies in the supply chain and the demand for our product,” said Roshan Pujari, Founder and Chief Executive Officer of Stardust Power. “C4V is one of the few gigafactory platforms currently operating in the United States, and their forecasted demand profile highlights the scale of domestic battery manufacturing now taking shape.”

 

“Developing a resilient domestic battery supply chain requires alignment between material producers and battery manufacturers with non FEOC compliance,” said Baasit Ali, VP of Supply Chain of C4V. “Our engagement with Stardust Power reflects our interest in securing the U.S.-based sources of battery-grade lithium carbonate. We see Stardust Power as a key player in the supply chain.”

 

About Stardust Power

 

Stardust Power (NASDAQ: SDST) is building one of America’s largest battery-grade lithium carbonate refineries in Muskogee, Oklahoma, strategically located in the center of the United States’ growing energy and manufacturing corridor. The refinery is expected to have production capacity of up to 50,000 metric tons per annum and addresses the critical shortage of U.S. lithium refining capacity. Stardust Power is focused on building a resilient American battery supply chain.

 

For more information, visit www.stardust-power.com

 

About C4VCharge CCCV LLC (“C4V”) is a lithium-ion battery technology company specializing in battery performance optimization and gigafactory design. Based in Binghamton, New York, C4V collaborates with industry-leading raw material and equipment suppliers to bring to market fully optimized non-Feoc compliant batteries with key economic advantages, providing best-in-class performance for various applications.

 

Stardust Power Contacts

 

For Investors:

 

Johanna Gonzalez

investor.relations@stardust-power.com

 

For Media:

 

Michael Thompson

media@stardust-power.com

 

 
 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release and any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, objectives, goals, prospects, financial results or strategies regarding us and the future held by our management team and the products and markets, future events, future financial condition, expected future revenues or performance, financing needs, our ability to continue as a going concern, business trends and market opportunities of our business, as well as statements regarding the expected capital expenditures, risks, production level, produced lithium quality, project design, feedstock supply, financing arrangements, final investment decision, development, construction, permits and related timelines with respect to the Company’s Muskogee refinery. These forward-looking statements are based on management’s current beliefs and assumptions, based on currently available information, as to the outcome and timing of future events. Forward-looking statements may be identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical fact, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon beliefs, assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these beliefs and judgments are reasonable, but these statements are not guarantees of any future events, financial results or outcomes, or the timing of such. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events, results, outcomes and circumstances, and the timing thereof, are difficult or impossible to predict and may differ from our beliefs, assumptions or predictions. Many actual events and circumstances are beyond our control.

 

These forward-looking statements are subject to a number of risks and uncertainties, including the ability of Stardust Power to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stardust Power to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the price of Stardust Power’s securities, including volatility resulting from recent sales of securities, issuance of debt, and exercise of warrants, changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in the combined capital structure; the regulatory environment and our ability to obtain necessary permits and other governmental approvals for our operation; Stardust Power’s need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; worldwide growth in the adoption and use of lithium products; the Company’s ability to enter into and realize the anticipated benefits of offtake and license and other commercial agreements; risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; the substantial doubt regarding the Company’s ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations; the Company’s continued listing on the Nasdaq; and those factors described or referenced in the Company’s filings with the SEC, including the Company’s Registration Statement on Form S-1 filed with the SEC on February 12, 2026 and Annual Report on Form 10-K for the year ended December 31, 2025, which is expected to be filed with the SEC on March 25, 2026. The foregoing list of factors is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements could differ materially from those expressed or implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change.

 

We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

 

 

 

Filing Exhibits & Attachments

5 documents