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

Rhea-AI Filing Summary

Stardust Power (Nasdaq: SDST) filed a Form 8-K reporting the Underwriter’s partial exercise of its over-allotment option related to the June 2025 public offering. Aegis Capital purchased 1,100,000 additional shares of common stock at $0.20 each, adding approximately $220,000 in gross proceeds and raising total offering proceeds to $4.52 million before underwriting fees and expenses. The disclosure is furnished under Item 8.01; the accompanying press release (Exhibit 99.1) is expressly not deemed “filed” for Exchange Act purposes. No other material operational or financial updates were included.

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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): June 25, 2025

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 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 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 8.01. Other Events.

On June 25, 2025, Stardust Power Inc., a Delaware corporation (the “Company”) closed on the partial exercise of the over-allotment option by Aegis Capital Corp. (the “Underwriter”), in connection with the Company’s firm commitment public offering (the “Offering”), pursuant to which the Underwriter purchased 1,100,000 additional shares of the Company’s common stock, par value $0.0001 per share, at a price of $0.20 per share (the “Over-Allotment Shares”) resulting in additional gross proceeds of approximately $220,000. After giving effect to the partial exercise of the over-allotment option, the gross proceeds from the Offering increased to approximately $4.52 million, before deducting underwriting fees and other estimated offering expenses payable by the Company

The Company issued a press release on June 26, 2025 announcing the sale of the Over-Allotment Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 8.01, as well as Exhibits 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated June 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 26, 2025

STARDUST POWER INC.
By:	/s/ Roshan Pujari
Name:	Roshan Pujari
Title:	Chief Executive Officer

FAQ

How many additional shares did SDST sell under the over-allotment option?

SDST sold 1,100,000 additional common shares as part of the partial over-allotment exercise.

What gross proceeds did SDST generate from the over-allotment sale?

The transaction produced approximately $220,000 in additional gross proceeds.

What are SDST’s total gross proceeds from the June 2025 public offering?

After the over-allotment exercise, total gross proceeds increased to about $4.52 million before fees.

At what price were the over-allotment shares sold?

Each over-allotment share was sold at $0.20 per share.