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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.
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 |
|
