Stardust Power Inc.

false 0001831979 0001831979 2026-08-05 2026-08-05 0001831979 SDST:CommonStockParValue0.0001PerShareMember 2026-08-05 2026-08-05 0001831979 SDST:RedeemableWarrantsWith10WarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf115.00Member 2026-08-05 2026-08-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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) August 5, 2026 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 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 (§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 8.01 Other Events. On August 5, 2026, Stardust Power Inc. (the “Company”) issued a press release with respect to a Letter of Intent (Agreement) entered into with Charge CCCV LLC (“C4V”), an American battery technology company, for the supply of battery-grade lithium carbonate from Stardust Power’s lithium refinery in Muskogee, Oklahoma. The Agreement positions Stardust Power as a supplier to support C4V’s growing battery manufacturing joint ventures in the United States. As part of the framework, C4V has provided a preliminary lithium carbonate demand forecast showing a phased approach for the potential offtake of up to 20,000 MT by 2030, reflecting the anticipated expansion of its battery manufacturing capacity. The parties will also collaborate on product qualification and alignment with C4V’s technical and commercial requirements. The Agreement is non-binding as the Parties work toward final supply volumes, pricing, and delivery schedules that remain subject to negotiation and the execution of the definitive agreement between the parties. There can be no assurance that a definitive agreement will be reached or that the transactions contemplated by the Agreement will be consummated. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 – Financial Statements and Exhibits. (d) The following exhibits are being filed herewith: Exhibit No. Description 99.1 Press Release, dated August 5, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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: August 5, 2026 By: /s/ Roshan Pujari Name: Roshan Pujari Title: Chief Executive Officer 3