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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): April 24, 2026
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 Capital Market |
Redeemable
warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00
|
|
SDSTW |
|
The
Nasdaq Capital 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
3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 24, 2026, Stardust Power Inc. (the “Company”) was notified by the listing qualifications staff of Nasdaq Regulation
(“Nasdaq”) that the Company did not satisfy the minimum $35 million market value of the listed securities requirement
for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market (the “MVLS
Requirement”). Nasdaq also noted that the Company does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
Under
Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days following the date of the notice, or until October 21, 2026, to
regain compliance. The Company may regain compliance with Nasdaq Listing Rule 5550(b) by satisfying any of the alternative continued
listing standards set forth in that rule, including: (i) maintaining stockholders’ equity of at least $2.5 million under Nasdaq
Listing Rule 5550(b)(1), (ii) maintaining a market value of listed securities of at least $35 million under Nasdaq Listing Rule 5550(b)(2),
or (iii) reporting net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three
most recently completed fiscal years under Nasdaq Listing Rule 5550(b)(3). To the extent the Company seeks to regain compliance through
the MVLS Requirement, the Company’s market value of listed securities must close at $35 million or more for a minimum of 10 consecutive
business days during the 180-day compliance period. If the Company does not regain compliance with the rules prior to expiration of the
compliance period, it will receive written notification that its securities are subject to delisting.
The
Company may appeal any future delisting determination to a hearing panel. The panel has the ability to grant a six month period
to determine any appeal. During this time, the listing of the securities would not be affected. The notification received has no
immediate impact on the listing of the Company’s securities on the Nasdaq Capital Market.
The
Company will continue to monitor its MVLS Requirement and may, as appropriate, consider available options to regain compliance.
Item 8.01 – Other Events.
Support
from the Office of the Governor of the State of Oklahoma
Recently, the Company’s proposed Lithium Refinery Project (“the Project”)
has received significant support from the Office of the Governor of the State of Oklahoma. Oklahoma being one of America’s premier
energy states was emphasized, along with the readiness and the emphasis of the State support for the Project. Oklahoma’s
location, business climate, and focal point as an energy hub in the United States make it a preferred location for our clean energy facility.
Support from the Oklahoma Department of Commerce
Additionally, the Project received significant support from the Oklahoma Department
of Commerce. The potential of the Project to bring quality jobs, capital investment and long term economic opportunity to Oklahoma was
recognized along with the ability to serve the interest of the local communities in Oklahoma.
SIGNATURE
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:
April 30, 2026
| STARDUST
POWER INC. |
|
| |
|
|
| By: |
/s/
Roshan Pujari |
|
| Name: |
Roshan
Pujari |
|
| Title: |
Chief
Executive Officer and Chairman |
|
