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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 13, 2026
STARDUST
POWER INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39875 |
|
99-3863616 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
15
E. Putnam Ave, Suite 378
Greenwich,
CT |
|
06830 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(800)
742-3095
(Registrant’s
telephone number, including area code)
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 to 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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
7.01 – Regulation FD Disclosure.
On
April 13, 2026, Stardust Power Inc. (the “Company”) issued a press release announcing that it has entered into a Letter
of Intent (“LOI”) with a strategic counterparty for the supply of up to 15,000 metric tons per annum of lithium carbonate
equivalent in the form of lithium chloride. The LOI is non-binding and subject to further due diligence and the execution of a definitive
agreement, of which there is no certainty of execution.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 – Financial Statements and Exhibits.
(d)
The following exhibits are being filed herewith:
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated April 13, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date:
April 13, 2026
| STARDUST
POWER INC. |
|
| |
|
|
| By: |
/s/
Roshan Pujari |
|
| Name: |
Roshan
Pujari |
|
| Title: |
Chief
Executive Officer and Chairman |
|
Exhibit
99.1
Stardust
Power Expands U.S. Lithium Feedstock Pipeline for Muskogee Refinery
GREENWICH,
Conn. – April 13, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),
an American developer of battery-grade lithium carbonate, announced today that it has entered into a Letter of Intent (“LOI”)
with a strategic counterparty for the supply of up to 15,000 metric tons per annum of lithium carbonate equivalent (“LCE”)
in the form of lithium chloride. This potential supply represents a key step in securing U.S.-based feedstock for the Company’s
Muskogee, Oklahoma refinery as it advances toward construction.
The
LOI relates to a lithium brine project in California and reflects continued progress in expanding the Company’s domestic feedstock
pipeline. Initial deliveries are contemplated beginning in the first half of 2028, with feedstock delivered to the Company’s Oklahoma
facility. The agreement would give the right to Stardust Power to purchase additional volumes at its discretion.
This
LOI follows Stardust Power’s strategy to secure diversified, scalable lithium chloride supply to support its refining operations.
As the Company advances toward construction, establishing a reliable and flexible feedstock base remains a core component of its commercial
and operational strategy.
With
multiple feedstock arrangements now in place and underway, Stardust Power continues to strengthen its supply pipeline alongside key project
development milestones. This integrated approach is intended to support long-term operational readiness and position the Company to meet
anticipated demand for domestically refined battery-grade lithium carbonate.
Stardust
Power continues to advance development of its Muskogee lithium refinery, supported by completion of the Front-End Loading 3 (FEL-3) engineering
study and receipt of its air quality construction permit, positioning the project to move toward construction and commissioning. With
proximity to the Port of Muskogee’s Free Trade Zone and established road, rail, and water access, the refinery is designed to deliver
scalable refining capacity in support of the growing U.S. energy storage market and energy security.
“Securing
American sourced lithium chloride aligned with our phased ramp-up reflects the strength of our hub and spoke strategy,” said Roshan
Pujari, Founder and Chief Executive Officer of Stardust Power. “Our focus is on aggregating reliable U.S. based feedstock with
scalable refining infrastructure in Oklahoma. As the market continues to evolve to upstream lithium chloride production, we are well
positioned to build an American lithium supply chain.”
The
LOI is non-binding and subject to further due diligence and the execution of a definitive agreement, which there is no certainty of execution.
More details, including the name and location of the project, will be released upon the execution of the definitive agreement or as agreed
by both parties.
About
Stardust Power Inc.
Stardust
Power is a developer of battery-grade lithium carbonate designed to bolster America’s energy security through resilient supply
chains. The Company is building a strategically located lithium refinery in Muskogee, Oklahoma, with the capacity to produce up to 50,000
metric tons of battery-grade lithium carbonate annually. Committed to sustainability at every stage, Stardust Power trades on Nasdaq
under the ticker “SDST.”
For
more information, visit www.stardust-power.com
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 includes “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 lithium 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; [1] 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 [by][on or about?] 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.
