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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 28, 2025
STARDUST
POWER INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39875 |
|
99-3863616 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
15
E. Putnam Ave, Suite 378, Greenwich, CT 06830
(Address
of principal executive offices)
(800)
742-3095
(Registrant’s
telephone number, including area code)
N/A
(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 of 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, with
10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
October 27, 2025, The Nasdaq Stock Market LLC (“Nasdaq”) approved the transfer of the listing of the common stock,
par value $0.0001 per share (the “Common Stock”), of Stardust Power Inc. (the “Company”) from The
Nasdaq Global Market to The Nasdaq Capital Market (the “NCM”). The transfer was effective at the opening of business
on October 29, 2025, and the Company’s Common Stock, and redeemable warrants continue to trade under the symbols “SDST”
and “SDSTW” respectively.
Stardust
Power was set to appeal the previously disclosed notice under Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the “MVLS Rule”)
at a hearing scheduled before the Nasdaq Hearings Panel scheduled for November 4, 2025, which, per a formal notice received on October
28, 2025, has been cancelled and the matter is now closed. This confirms that the Company had no outstanding deficiency matters and is
in compliance with the continued listing requirements of the Nasdaq. The transfer does not affect the Company’s business operations
or its reporting requirements under the Securities Exchange Act of 1934.
Item
7.01. Regulation FD Disclosure.
On
October 31, 2025, the Company issued a press release regarding the compliance described above, a copy of which is furnished as Exhibit
99.1 and incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release, dated October 31, 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, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
STARDUST POWER INC. |
| |
|
|
| Date: October 31, 2025 |
By: |
/s/ Roshan Pujari |
| |
Name: |
Roshan Pujari |
| |
Title: |
Chief Executive Officer |
