Stardust Power Inc SEC Filings

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.

Stardust Power Inc. reported that an independent engineering firm, Black & Veatch, has completed a review of the Front-End Loading 3 (FEL 3) study for its Muskogee lithium carbonate refinery project. According to the company, the review affirmed that the project’s technical and design assumptions are based on proven industry standards and that the initial production targets set out in the study are achievable.

This type of third-party engineering review evaluates whether a complex industrial project is designed in a realistic, buildable way. By confirming that the Muskogee refinery plan follows established industry practices and supports the stated initial production targets, the assessment adds technical support to the underlying design of Stardust Power’s planned lithium carbonate facility.

Stardust Power Inc. is registering up to 5,519,087 shares of common stock, 1,056,659 shares issuable upon exercise of warrants and 5,566,667 warrants under an existing resale prospectus. This prospectus supplement does not increase those registered amounts. Instead, it updates the principal stockholder and selling securityholder tables after a distribution of 31,819 shares of common stock on December 1, 2025 from selling stockholder Roshan Pujari to individuals and entities affiliated with him, including Apple Canyon Business Investments LLC.

As of December 4, 2025, 9,817,809 shares of common stock and 1,043,080 shares underlying warrants were counted for beneficial ownership purposes, for a total of 10,860,889 shares. Updated data show Mr. Pujari beneficially owning 2,084,220 shares, or 21.23% of this total, and Endurance Antarctica Partners II, LLC owning 607,049 shares, or 5.77%. The supplement refreshes ownership percentages and resale allocations while keeping the overall registered securities unchanged.

Stardust Power Inc. (SDST) filed Prospectus Supplement No. 8 to its Form S‑1, registering for resale by selling securityholders up to 5,519,087 shares of common stock, up to 1,056,659 shares of common stock underlying warrants, and up to 5,566,667 warrants. The company states it will not receive proceeds from these resales, except if warrants are exercised.

The filing notes the common shares registered for potential resale represent approximately 91.74% of common stock outstanding as of April 28, 2025 (or 93.15% assuming exercise of all warrants), and that sales or perceived sales could increase volatility or pressure the trading price. SDST’s common stock and warrants trade on Nasdaq under “SDST” and “SDSTW”; on November 12, 2025, closing prices were $4.235 per share and $0.1899 per warrant.

The attached Form 10‑Q shows no revenue and a net loss of $4,459,764 for the quarter and $11,973,902 for the nine months ended September 30, 2025. Cash was $1,585,004 and stockholders’ deficit was $5,120,114 as of September 30, 2025, with disclosure of substantial doubt about the company’s ability to continue as a going concern. Shares outstanding were 9,817,809 as of November 12, 2025.

Stardust Power (SDST) filed its Q3 2025 report, highlighting ongoing development of its U.S. lithium refinery and no revenue to date. The company reported a net loss of $4,459,764 for the quarter and $11,973,902 for the nine months. Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing limited cash and continued spending on operations and capital projects.

Cash was $1,585,004 as of September 30, 2025, with operating cash use of $6,548,760 year‑to‑date. The company funded activities through equity: a January 27, 2025 offering of 479,200 shares and warrants ($5.75M gross), a March 16, 2025 warrant exercise ($2.97M gross) paired with new inducement warrants, and a June 18 & 25, 2025 offering of 2,260,000 shares ($4.52M gross). It also utilized its B. Riley equity line (up to $50,000,000) for $1,598,008 of net proceeds during the period.

Stockholders’ deficit narrowed to $(5,120,114) at quarter‑end. Shares outstanding were 8,954,343 as of September 30, 2025, and 9,817,809 as of November 12, 2025 following additional issuances. A 1‑for‑10 reverse stock split became effective on September 8, 2025.

Stardust Power (SDST) announced a non-binding letter of intent with Australia-based Mandrake Resources Limited to supply 7,500 metric tons per annum of lithium carbonate equivalent in the form of lithium chloride.

The contemplated transaction is subject to negotiation and execution of a definitive agreement. The company furnished a related press release as Exhibit 99.1. Common stock trades on Nasdaq as SDST; redeemable warrants trade as SDSTW.

Stardust Power Inc. (SDST) transferred its listing to the Nasdaq Capital Market, effective at the opening of business on October 29, 2025. The company’s common stock and redeemable warrants continue to trade under the symbols SDST and SDSTW.

Nasdaq cancelled a previously scheduled hearing related to a notice under the MVLS Rule (Rule 5450(b)(2)(A)), and the matter is now closed. The company states it has no outstanding deficiency matters and is in compliance with Nasdaq’s continued listing requirements. The transfer does not affect business operations or reporting obligations under the Exchange Act.

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.

Stardust Power Inc. filed a prospectus supplement for the resale of up to 1,302,451 shares of Common Stock by selling stockholders. The company is not selling any securities and will not receive proceeds from these resales. It may receive up to $17,405,743 only if certain warrants are exercised for cash.

The registered shares include previously issued stock and shares issuable upon the exercise of warrants tied to prior financings and agreements. Separately, the attached Form 8-K notes a Nasdaq staff delisting determination on October 1, 2025 for not meeting the $50,000,000 market value of listed securities requirement. The company plans to request a hearing and may seek transfer to the Nasdaq Capital Market. SDST closed at $5.27 on October 20, 2025.