Stardust Power (NASDAQ: SDST) terminates B. Riley equity pact, sets $471,942.90 payout

Rhea-AI Filing Summary

Stardust Power Inc. entered into a letter agreement with B. Riley Principal Capital II, LLC to terminate their existing Common Stock Purchase Agreement and related Registration Rights Agreement, effective at 4:30 p.m. New York City time on December 11, 2025. These agreements had governed a prior equity financing arrangement. As part of the termination, Stardust Power agreed to a make-whole payment of $471,942.90, to be settled in three equal parts: one-third through restricted common stock priced at $4.40 per share and subject to resale registration, one-third in cash upon the company’s next equity or convertible financing, and one-third in connection with a future equity line, at-the-market program, or similar financing with B. Riley or its affiliate, or otherwise in cash if unpaid by September 30, 2026. The company states it ended these agreements to pursue financing structures that better fit its current capital strategy, including potential non-dilutive options, while maintaining a constructive relationship with the investor for possible future deals.

Insights

Capital structure and corporate finance analyst

Stardust Power ends a prior equity facility and incurs a defined make-whole cost.

Stardust Power Inc. and B. Riley Principal Capital II, LLC mutually terminated a Common Stock Purchase Agreement and related Registration Rights Agreement effective December 11, 2025. These agreements had supported an equity financing framework, so their termination closes off that particular capital source but also removes associated ongoing obligations.

The company agreed to a make-whole payment of $471,942.90, split into three equal portions: restricted common stock at $4.40 per share, cash upon the next equity or convertible financing, and a final portion tied to a future equity line, at-the-market program, or similar financing with the investor or its affiliate, or otherwise in cash by September 30, 2026. This defines a manageable, staged obligation rather than a single immediate cash outflow.

Management explains the termination as a way to pursue financing structures that better match its current capital strategy, including potential non-dilutive alternatives. The company also notes it maintains a constructive relationship with B. Riley, leaving open the possibility of a differently structured facility later. The overall impact on investors depends on how effectively the company replaces this capital access with new arrangements disclosed in future filings.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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) December 11, 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, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00		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 1.02. Termination of a Material Definitive Agreement.

On December 11, 2025, Stardust Power Inc. (the “Company”) and B. Riley Principal Capital II, LLC (the “Investor”) entered into a letter agreement pursuant to which the parties mutually agreed to terminate, effective as of 4:30 p.m., New York City time, on December 11, 2025 (the “Termination Effective Time”), that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, dated October 7, 2024 (collectively, the “Agreements”), which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024, and which is incorporated by reference herein.

As part of the termination, the Company agreed to satisfy the make-whole payment as per the terms of the Agreements of $471,942.90, in three equal portions: (i) through the issuance of restricted common stock priced at $4.40 per share and subject to resale registration, (ii) in cash upon the Company’s next equity or convertible financing, and (iii) in connection with a future equity line, at-the-market program, or similar financing that the Company is currently working on with the Investor or its affiliate, or otherwise in cash if unpaid by September 30, 2026.

Except for customary indemnification and contribution provisions that survive termination, the Agreements were terminated in their entirety and are of no further force or effect as of the Termination Effective Time.

The Company terminated the Agreements to provide greater flexibility in pursuing financing structures that better align with its current capital strategy including the use of non-dilutive financing alternatives. The Company continues to maintain a constructive relationship with the Investor and any future arrangement would be subject to revised terms and structure consistent with the Company’s evolving funding needs.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: December 17, 2025	By:	/s/ Roshan Pujari
	Name:	Roshan Pujari
	Title:	Chief Executive Officer

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FAQ

What agreement did Stardust Power Inc. (SDST) terminate with B. Riley Principal Capital II, LLC?

Stardust Power Inc. mutually agreed with B. Riley Principal Capital II, LLC to terminate a Common Stock Purchase Agreement dated October 7, 2024, as amended, and the related Registration Rights Agreement. These agreements had governed a prior equity financing arrangement and are now of no further force or effect as of December 11, 2025.

What is the make-whole payment amount Stardust Power must pay upon terminating the B. Riley agreements?

As part of the termination, Stardust Power agreed to a make-whole payment of $471,942.90. This amount is to be satisfied in three equal portions using a mix of restricted common stock and cash tied to future financing events.

How will Stardust Power satisfy the make-whole payment to B. Riley Principal Capital II, LLC?

The $471,942.90 make-whole payment will be satisfied in three equal parts: (i) through the issuance of restricted common stock priced at $4.40 per share and subject to resale registration, (ii) in cash upon the company’s next equity or convertible financing, and (iii) in connection with a future equity line, at-the-market program, or similar financing with the investor or its affiliate, or otherwise in cash if unpaid by September 30, 2026.

Why did Stardust Power Inc. decide to terminate its agreements with B. Riley?

Stardust Power states that it terminated the agreements to provide greater flexibility in pursuing financing structures that better align with its current capital strategy, including the potential use of non-dilutive financing alternatives.

Does Stardust Power Inc. plan to continue working with B. Riley after terminating the current agreements?

The company indicates it continues to maintain a constructive relationship with B. Riley Principal Capital II, LLC and that any future arrangement would be subject to revised terms and structure consistent with Stardust Power’s evolving funding needs.

When did the termination of the B. Riley agreements become effective for Stardust Power Inc. (SDST)?

The termination became effective at 4:30 p.m., New York City time, on December 11, 2025, which the company refers to as the Termination Effective Time.