Stardust Power Inc SEC Filings

Stardust Power Inc. (SDST) transferred its listing to the Nasdaq Capital Market, effective at the opening of business on October 29, 2025. The company’s common stock and redeemable warrants continue to trade under the symbols SDST and SDSTW.

Nasdaq cancelled a previously scheduled hearing related to a notice under the MVLS Rule (Rule 5450(b)(2)(A)), and the matter is now closed. The company states it has no outstanding deficiency matters and is in compliance with Nasdaq’s continued listing requirements. The transfer does not affect business operations or reporting obligations under the Exchange Act.

Stardust Power Inc. (SDST) entered a warrant-for-share exchange. On October 30, 2025, the company agreed with an institutional investor to exchange warrants representing the right to purchase 958,400 shares of common stock for newly issued common shares. The exchange ratio is 1.31 Warrant Shares for 1 common share, resulting in the issuance of 730,689 common shares at closing. The closing is expected on the first business day following the agreement.

At closing, the exchanged warrants will be surrendered, cancelled, and all related rights discharged. The new shares will be issued in reliance on Section 3(a)(9) of the Securities Act as an exchange with an existing holder, and no cash proceeds will be received by the company.

Stardust Power Inc. filed a prospectus supplement for the resale of up to 1,302,451 shares of Common Stock by selling stockholders. The company is not selling any securities and will not receive proceeds from these resales. It may receive up to $17,405,743 only if certain warrants are exercised for cash.

The registered shares include previously issued stock and shares issuable upon the exercise of warrants tied to prior financings and agreements. Separately, the attached Form 8-K notes a Nasdaq staff delisting determination on October 1, 2025 for not meeting the $50,000,000 market value of listed securities requirement. The company plans to request a hearing and may seek transfer to the Nasdaq Capital Market. SDST closed at $5.27 on October 20, 2025.

Stardust Power Inc. filed a prospectus supplement tied to its Form S-1 to update investors and to register the offer and resale of up to 650,000 shares of common stock by B. Riley Principal Capital II, LLC under a Common Stock Purchase Agreement allowing purchases of up to $50,000,000 of stock, subject to its terms. SDST last traded at $5.27 on October 20, 2025.

The supplement attaches a Form 8-K noting that on October 1, 2025 the company received a Nasdaq staff delisting determination for failing to regain compliance with the $50,000,000 market value of listed securities requirement. Stardust Power plans to request a hearing, which will automatically stay delisting pending a Panel decision and any extension. The company previously regained compliance with the $15 million Market Value of Publicly Held Shares and the $1.00 minimum bid price by September 15, 2025.

Stardust Power Inc. filed a prospectus supplement for the resale by selling securityholders of up to 5,519,087 shares of common stock and up to 5,566,667 warrants. The company will not receive proceeds from these resales; it would receive cash only if warrants are exercised.

The filing notes that shares being offered for resale represent approximately 91.74% of common stock outstanding as of April 28, 2025 (and 93.15% assuming all warrants are exercised$50,000,000 market value of listed securities requirement; the company plans to request a hearing and may seek transfer to the Nasdaq Capital Market. As of October 20, 2025, SDST closed at $5.27 and SDSTW at $0.151.

Stardust Power Inc. (SDST) filed Prospectus Supplement No. 5 to its Form S-1, covering the resale of up to 1,302,451 shares of Common Stock by selling stockholders. These include previously issued shares and shares issuable upon warrant exercises. The company is not selling any securities in this offering and will not receive proceeds from stockholder resales; it may receive up to $17,405,743 only if the registered warrants are exercised for cash.

The supplement attaches an 8-K noting a non-binding letter of intent with Prairie Lithium for the supply of 6,000 metric tons per annum of lithium carbonate equivalent in lithium chloride form for Stardust Power’s Muskogee, Oklahoma facility. Initial deliveries could begin as early as 2027, with a six-year term and two six-year extension options. SDST closed at $5.27 on Nasdaq on October 20, 2025.

Stardust Power Inc. filed a prospectus supplement for the offer and resale of up to 650,000 shares of common stock by B. Riley Principal Capital II, LLC. The shares are tied to a Common Stock Purchase Agreement dated October 7, 2024, under which the investor committed to purchase up to $50,000,000 of common stock at the company’s direction, subject to stated terms. SDST trades on Nasdaq; the last reported price was $5.27 per share on October 20, 2025.

The supplement attaches a Form 8-K announcing a non-binding letter of intent with Prairie Lithium to supply 6,000 metric tons per annum of lithium carbonate equivalent as lithium chloride for the Muskogee, Oklahoma refinery. Initial deliveries could begin as early as 2027, with an initial six-year term and two optional six-year extensions, enabling up to 18 years of supply. The LOI is subject to negotiation and execution of a definitive agreement.

Stardust Power Inc. filed a prospectus supplement for a resale registration covering up to 5,519,087 shares of common stock and up to 5,566,667 warrants. Sales may be made from time to time by selling securityholders; the company will not receive proceeds from these resales, and would receive cash only if warrants are exercised.

The common stock registered for resale represents approximately 91.74% of shares outstanding as of April 28, 2025; assuming all warrants are exercised, this rises to 93.15%. On October 20, 2025, the stock closed at $5.27 and the warrants at $0.151. The company’s Nasdaq symbols are SDST (common) and SDSTW (warrants). The warrant terms disclosed indicate each lot of 10 warrants is exercisable for one share at an exercise price of $115.00.

The supplement includes an attached Form 8‑K announcing a non‑binding letter of intent with Prairie Lithium for 6,000 metric tons per annum of LCE in lithium chloride, with initial deliveries as early as 2027 and an initial six‑year term plus two six‑year extension options, subject to a definitive agreement.

Stardust Power Inc. (SDST) announced a non-binding letter of intent with Australia-based Prairie Lithium Limited to supply 6,000 metric tons per annum of lithium carbonate equivalent, delivered as lithium chloride. The arrangement is subject to negotiation and execution of a definitive agreement.

The company disclosed the LOI via a press release furnished as Exhibit 99.1. Stardust Power’s common stock trades on Nasdaq as SDST, and its redeemable warrants trade as SDSTW.