[8-K] Stardust Power Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

On June 17, 2025, Stardust Power Inc. (SDST) signed an Underwriting Agreement with Aegis Capital Corp. for a firm-commitment public offering of 21,500,000 common shares at $0.20 per share. Gross proceeds total approximately $4.3 million before underwriting discounts and offering expenses, with an additional 45-day over-allotment option for up to 3,225,000 shares.

The shares were issued under the Company’s Form S-1 (File No. 333-287939) declared effective on June 16, 2025; closing for the Firm Shares occurred on June 18, 2025. Net proceeds are earmarked to complete the Definitive Feasibility Study (DFS/FEL-3) for the proposed lithium processing facility in Muskogee, Oklahoma, supporting the Company’s strategy to become a domestic lithium supplier.

The Underwriting Agreement includes standard representations, warranties, indemnification, and termination provisions and is filed as Exhibit 1.1. Press releases covering pricing (June 17) and closing (June 18) are attached as Exhibits 99.1 and 99.2, respectively.

This capital raise supplies near-term liquidity for project development but also introduces material shareholder dilution at a relatively low offering price, indicating a higher cost of capital for the Company and underscoring the importance of executing the DFS on schedule.

Positive

• Secures approximately $4.3 million in gross proceeds, providing immediate liquidity for critical feasibility work.
• Use of proceeds directly targets DFS/FEL-3 completion, advancing the Muskogee lithium project toward a final investment decision.
• Over-allotment option could increase proceeds by up to 15% if exercised, offering additional funding flexibility.

Negative

• Issuance of 21.5 million shares at $0.20 represents significant dilution at a low valuation.
• Total proceeds are limited relative to anticipated plant capex, indicating likely need for further financing.
• Potential additional dilution if the 3.225 million-share over-allotment is exercised.

Insights

Financial Analyst

TL;DR – Modest cash infusion aids DFS but dilution offsets benefit; overall neutral for near-term valuation.

The $4.3 million gross raise increases cash reserves needed to finalize the Muskogee lithium facility’s DFS, a critical de-risking milestone. However, issuing 21.5 million shares at only $0.20 materially dilutes existing holders and signals limited pricing power. Even if the 3.225 million over-allotment is exercised, proceeds remain small relative to typical lithium-processing capex, implying further financing rounds ahead. Because the transaction neither dramatically improves liquidity nor jeopardizes solvency, I consider the impact neutral with execution risk unchanged.

Risk Analyst

TL;DR – Low-priced equity raise highlights funding risk; dilution increases downside, mildly negative.

Selling shares at $0.20—well below typical lithium peers—suggests constrained capital access. The raise covers only feasibility-study costs, not construction, so shareholders face potential future dilution. While customary indemnities limit legal exposure, the Company’s reliance on additional equity rounds elevates financing and execution risk. Unless the DFS yields compelling economics, the current offering could merely postpone larger funding challenges.

false 0001831979 0001831979 2025-06-18 2025-06-18 0001831979 SDST:CommonStockParValue0.0001PerShareMember 2025-06-18 2025-06-18 0001831979 SDST:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-06-18 2025-06-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 18, 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)		(Zip Code)

Registrant’s telephone number, including area code: (800) 742-3095

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 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		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SDST		The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		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 1.01 Entry into a Material Definitive Agreement.

On June 17, 2025, Stardust Power Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp. (the “Underwriter”), pursuant to which the Company agreed to sell to the Underwriter, in a firm commitment public offering (the “Offering”), 21,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $0.20 per share. The Company also granted the Underwriter an over-allotment option to purchase up to 3,225,000 shares of the Company’s Common Stock (the “Option Shares,” together with Firm Shares, the “Shares”).

The Company expects to receive approximately $4,300,000 in gross proceeds from this Offering, before deducting underwriting discounts and other related offering expenses. This amount excludes any proceeds from the potential exercise of the Underwriter’s over-allotment option. The Offering closed on June 18, 2025 with respect to the sale of the Firm Shares; the Underwriter’s option to purchase the Option Shares remains exercisable for 45 days from the date of the Underwriting Agreement. Any Shares offered and sold in the Offering will be issued pursuant to the Company’s registration statement on Form S-1 (File No. 333-287939) filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2025, and declared effective on June 16, 2025 (the “Registration Statement”), and the final prospectus, dated June 16, 2025, relating to the Offering and filed with the SEC on June 18, 2025 pursuant to Rule 424(b)(4). The Company currently intends to use the proceeds from this Offering to support the completion of the Definitive Feasibility Study (DFS/FEL-3) in connection with the Company’s proposed lithium processing facility in Muskogee, Oklahoma.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The Company previously filed the form of underwriting agreement as an exhibit to its Registration Statement.

The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

The Company issued press releases announcing the pricing and closing of the Offering on June 17, 2025, and June 18, 2025, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 17, 2025.
99.1		Press Release, dated June 17, 2025.
99.2		Press Release, dated June 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: June 18, 2025	STARDUST POWER INC.
	/s/ Roshan Pujari
	Roshan Pujari
	Chief Executive Officer

FAQ

How many Stardust Power (SDST) shares were sold in the June 2025 offering?

The Company sold 21,500,000 Firm Shares and granted an option for up to 3,225,000 additional shares.

What price did Stardust Power receive per share in the public offering?

Shares were priced at $0.20 per share.

How much capital did SDST raise from the offering?

Gross proceeds are approximately $4.3 million before underwriting discounts and expenses.

What will Stardust Power use the proceeds for?

The Company intends to fund completion of the Definitive Feasibility Study (DFS/FEL-3) for its Muskogee, Oklahoma lithium processing facility.

Who acted as underwriter for Stardust Power’s equity offering?

The sole underwriter was Aegis Capital Corp.