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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): September 3, 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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current
Report”) is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 3, 2025, the Stardust Power Inc. (the “Company”) filed a certificate of amendment to the Company’s
Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-10
reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Common Stock. The Company’s stockholders
previously approved the Reverse Stock Split and granted the board of directors the authority to determine the exact split ratio and when
to proceed with the Reverse Stock Split at the Company’s annual meeting of stockholders held on June 9, 2025.
The
Reverse Stock Split will become effective on September 8, 2025 at 12:01 a.m., Eastern Time (the “Effective Time”) and the
Common Stock is expected to begin trading on the Nasdaq Global Market on a Reverse Stock Split-adjusted basis on September 8,
2025 at market open. As of the Effective Time, every 10 shares of the Company’s issued and outstanding Common Stock will be combined
into one share of Common Stock.
The
par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock
Split Common Stock CUSIP number will be 854936 200.
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive
a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the closing price on September
5, 2025, multiplied by (ii) the fraction of one share of which each stockholder owns, post-split.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”,
or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts,
if any, on the Company’s Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking
statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ
materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks,
uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation
or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in the Company’s expectations
with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent
otherwise required by applicable law.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment filed with the Delaware Secretary of State on September 3, 2025 |
| 99.1 |
|
Press Release, dated September 4, 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:
September 4, 2025
| STARDUST POWER INC. |
|
| |
|
|
| By: |
/s/
Roshan Pujari |
|
| Name: |
Roshan
Pujari |
|
| Title: |
Chief
Executive Officer |
|
