Stardust Power sets 1-for-10 reverse stock split

Stardust Power Inc. is implementing a 1-for-10 reverse stock split of its common stock.

Rhea-AI Filing Summary

Stardust Power Inc. is implementing a 1-for-10 reverse stock split of its common stock. The company filed a certificate of amendment in Delaware after stockholders had previously approved the split and authorized the board to set the final ratio and timing.

The reverse split will take effect on September 8, 2025 at 12:01 a.m. Eastern Time, with shares beginning to trade on a split-adjusted basis on the Nasdaq Global Market that same day. Every 10 issued and outstanding shares of common stock will be combined into one share, while the par value and other terms of the common stock will remain unchanged. No fractional shares will be issued; instead, stockholders entitled to a fraction will receive a cash payment based on the closing price on September 5, 2025 multiplied by their post-split fractional interest.

Insights

Equity structure analyst

Stardust Power is consolidating its share count via a 1-for-10 reverse split.

Stardust Power Inc. is carrying out a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on September 8, 2025. This means that for every 10 shares currently outstanding, investors will hold one share after the split, while the par value and other terms of the common stock stay the same.

The shares are expected to begin trading on the Nasdaq Global Market on a reverse-split-adjusted basis on September 8, 2025. Importantly, the split does not itself change the company’s overall market value; it primarily changes the number of shares and the per-share price mechanically.

Stockholders who would otherwise receive fractional shares will instead be paid cash, calculated using the closing price on September 5, 2025 multiplied by each holder’s post-split fractional interest. Subsequent company filings and market trading after the effective date will show how the new share structure is reflected in the stock’s price and liquidity.

8-K Event Classification

2 items: 3.03, 5.03

2 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Stardust Power Inc. (SDST) announce in this 8-K filing?

Stardust Power Inc. disclosed that it is effecting a 1-for-10 reverse stock split of its outstanding common stock, implemented through a certificate of amendment to its Certificate of Incorporation filed in Delaware.

When will the Stardust Power 1-for-10 reverse stock split take effect?

The reverse stock split will become effective on September 8, 2025 at 12:01 a.m. Eastern Time, and the common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Global Market that same day.

How will the Stardust Power (SDST) reverse split affect my share count?

As of the effective time, every 10 issued and outstanding shares of Stardust Power common stock will be combined into one share of common stock. The par value and other terms of the common stock will remain unchanged.

What happens to fractional shares in the Stardust Power reverse stock split?

No fractional shares will be issued. Stockholders who would otherwise receive a fractional share will receive a cash payment instead, equal to the closing price on September 5, 2025 multiplied by their post-split fractional interest.

Did Stardust Power stockholders approve the reverse stock split?

Yes. The company’s stockholders previously approved the reverse stock split and granted the board of directors authority to determine the exact split ratio and timing at the annual meeting of stockholders held on June 9, 2025.

Does the reverse stock split change Stardust Power’s common stock terms or par value?

No. The filing states that the par value and other terms of Stardust Power’s common stock will not be affected by the 1-for-10 reverse stock split.

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Accepted by SEC EDGAR 09/04/2025 - 06:15 AM Learn about SEC filing dates

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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