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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): June 25, 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 8.01. Other Events.
On June 25, 2025, Stardust Power Inc., a Delaware corporation (the “Company”) closed on the partial exercise of the over-allotment option by Aegis Capital Corp. (the “Underwriter”), in connection with the Company’s firm commitment public offering (the “Offering”), pursuant to which the Underwriter purchased 1,100,000 additional shares of the Company’s common stock, par value $0.0001 per share, at a price of $0.20 per share (the “Over-Allotment Shares”) resulting in additional gross proceeds of approximately $220,000. After giving effect to the partial exercise of the over-allotment option, the gross proceeds from the Offering increased to approximately $4.52 million, before deducting underwriting fees and other estimated offering expenses payable by the Company
The Company issued a press release on June 26, 2025 announcing the sale of the Over-Allotment Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 8.01, as well as Exhibits 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated June 26, 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: June 26, 2025
| STARDUST POWER INC. | ||
| By: | /s/ Roshan Pujari | |
| Name: | Roshan Pujari | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Stardust Power Inc. Announces Exercise of Over-Allotment Option from Recent Public Offering
GREENWICH, CONN.- June 26, 2025 - Stardust Power Inc. (NASDAQ: SDST) (the “Company”), an American developer of battery-grade lithium products, today announced that the underwriter of its previously announced public offering of common stock has exercised its option to purchase an additional 1,100,000 shares of Common Stock, resulting in additional gross proceeds of approximately $220,000. After giving effect to the exercise of the over-allotment option, the gross proceeds from the offering increased to approximately $4.52 million, before deducting underwriting fees and other estimated offering expenses payable by the Company. The exercise of the over-allotment option closed on June 25, 2025, subject to customary closing conditions.
The proceeds from the over-allotment will support the completion of Stardust Power’s Definitive Feasibility Study (DFS/FEL-3), a critical step toward a Final Investment Decision (FID) for the planned lithium processing facility in Muskogee, Oklahoma. Completing the DFS will deliver detailed engineering, refined capital estimates, and a clearly defined scope, moving the project significantly closer to construction financing. In a challenging market, strong investor interest reflects confidence in the Company’s business strategy. This financing is a strategic and timely decision that advances the business plan and brings the Company closer to delivering on its long-term vision.
A registration statement on Form S-1 (No. 333-287939) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 11, 2025 was declared effective by the SEC on June 16, 2025. The offering was made only by means of a prospectus. A final prospectus describing the terms of the proposed offering was filed with the SEC and is available on the SEC’s website located at www.sec.gov. Aegis Capital Corp. acted as the sole book-running manager for the offering. Electronic copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus, which provides more information about the Company and such offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Stardust Power Inc.
Stardust Power is a developer of battery-grade lithium products designed to bolster America’s energy leadership by building resilient supply chains. Stardust Power is developing a strategically central lithium processing facility in Muskogee, Oklahoma with the anticipated capacity to produce up to 50,000 metric tons per annum of battery-grade lithium. The Company is committed to sustainability at each point in the process. Stardust Power trades on the Nasdaq under the ticker symbol “SDST.”
Forward-Looking Statements
The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
For Investors:
Johanna Gonzalez
investor.relations@stardust-power.com
For Media:
Michael Thompson
media@stardust-power.com