Form 8-K

8-K — Stardust Power Inc.

Accession: 0001493152-26-018020

Filed: 2026-04-20

Period: 2026-04-20

CIK: 0001831979

SIC: 3330 (PRIMARY SMELTING & REFINING OF NONFERROUS METALS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 20, 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)

E. Putnam Ave, Suite 378

Greenwich,

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 ☒

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.

April 20, 2026, Stardust Power Inc. (the “Company”) issued a press release with respect to an institutional investor

framework. 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 April 20, 2026.

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.

Date:

April 20, 2026

STARDUST

POWER INC.

By:

/s/

Roshan Pujari

Name:

Roshan

Pujari

Title:

Chief

Executive Officer and Chairman

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Stardust

Power Secures Institutional Investment Framework Supporting Up to $150 Million

Investment

GREENWICH,

Conn. – April 20, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),

an American developer of battery-grade lithium carbonate, today announced that it has entered into a Letter of Intent (the “LOI”)

with a single institutional investor to support project level financing for its planned lithium refinery in Muskogee, Oklahoma.

Under

the terms of the LOI, the institutional investor has indicated its intent to invest up to $150 million at the project level, with flexibility

across equity, debt, and hybrid financing structures. The investment is expected to be made as we continue to secure funding from other

investors, and it will help us develop our long-term capital plans. Structuring the investment at the asset level is expected to reduce

dilution for public shareholders while supporting the establishment of a transparent, market-driven valuation for the refinery.

The

LOI represents a meaningful step in advancing the project’s capital stack and provides increased visibility into financing for

the construction of the Company’s lithium refinery. It also reflects growing institutional interest in American lithium refining

infrastructure and reinforces the project’s positioning as a viable, financeable asset within the evolving domestic battery materials

supply chain.

Roshan

Pujari, Founder and Chief Executive Officer of Stardust Power, commented: “This LOI is an important step as we gear up to build

this critical piece of national infrastructure. Establishing the capital stack at the project level is a key milestone, and we believe

it reflects growing recognition from institutional investors that our refinery is both viable and strategically positioned. As we progress

discussions with additional partners, our focus remains on structuring a disciplined and competitive financing package aligned with long-term

value creation.”

Stardust

Power is currently advancing its lithium refinery project in Muskogee, Oklahoma, designed to produce up to 50,000 metric tons per annum

of battery-grade lithium carbonate at full capacity, to be developed in two phases of approximately 25,000 metric tons per annum each.

The Company has completed a FEL-3 engineering study and secured key permits, including the air permit from the Oklahoma Department of

Environmental Quality, enabling construction and commissioning to start upon financing. Recent milestones include third-party engineering

validation, additional feedstock supply agreements, and continued progress on project-level financing discussions.

The

agreement is non-binding and outlines a framework for a potential investment of up to $150 million at the project level, including the

ability to support the financing through syndication and direct capital participation. The parties have also agreed to proceed through

customary due diligence and negotiation of definitive agreements.

About

Stardust Power Inc.

Stardust

Power is a developer of battery-grade lithium carbonate designed to bolster America’s energy security through resilient supply

chains. The Company plans to build a strategically located lithium refinery in Muskogee, Oklahoma, with the capacity to produce up to

50,000 metric tons of battery-grade lithium carbonate annually. Committed to sustainability at every stage, Stardust Power trades on

Nasdaq under the ticker “SDST.”

For

more information, visit www.stardust-power.com

Stardust

Power Contacts

For

Investors:

Johanna

Gonzalez

investor.relations@stardust-power.com

For

Media:

Michael

Thompson

media@stardust-power.com

Cautionary

Statement Regarding Forward-Looking Statements

This

press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements

of historical fact, and include, but are not limited to, statements regarding the expectations, hopes, beliefs, intentions, plans, objectives,

goals, prospects, financial results or strategies regarding us and the future held by our management team and the products and markets,

future events, future financial condition, expected future revenues or performance, financing needs, our ability to continue as a going

concern, business trends and market opportunities of our business, as well as statements regarding the expected capital expenditures,

risks, production level, produced lithium quality, project design, feedstock supply, financing arrangements, final investment decision,

development, construction, permits and related timelines with respect to the Company’s Muskogee lithium refinery. These forward-looking

statements are based on management’s current beliefs and assumptions, based on currently available information, as to the outcome

and timing of future events. Forward-looking statements may be identified by words such as “anticipate,” “appears,”

“approximately,” “believe,” “continue,” “could,” “designed,” “effect,”

“estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,”

“intend,” “may,” “objective,” “outlook,” “plan,” “potential,”

“priorities,” “project,” “pursue,” “seek,” “should,” “target,”

“when,” “will,” “would,” or the negative of any of those words or similar expressions that predict

or indicate future events or trends or that are not statements of historical fact, although not all forward-looking statements contain

such identifying words. In making these statements, we rely upon beliefs, assumptions and analysis based on our experience and perception

of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the

circumstances. We believe these beliefs and judgments are reasonable, but these statements are not guarantees of any future events, financial

results or outcomes, or the timing of such. These forward-looking statements are provided for illustrative purposes only and are not

intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement

of fact or probability. Actual events, results, outcomes and circumstances, and the timing thereof, are difficult or impossible to predict

and may differ from our beliefs, assumptions or predictions. Many actual events and circumstances are beyond our control.

These

forward-looking statements are subject to a number of risks and uncertainties, including the ability of Stardust Power to recognize the

anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stardust

Power to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to

the price of Stardust Power’s securities, including volatility resulting from recent sales of securities, issuance of debt, and

exercise of warrants, changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations

in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in the combined

capital structure; the regulatory environment and our ability to obtain necessary permits and other governmental approvals for our operation;

Stardust Power’s need for substantial additional financing to execute our business plan and our ability to access capital and the

financial markets; worldwide growth in the adoption and use of lithium products; the Company’s ability to enter into and realize

the anticipated benefits of offtake and license and other commercial agreements; risks related to the ability to implement business plans,

forecasts, and other expectations and identify and realize additional opportunities; the substantial doubt regarding the Company’s

ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations;

the Company’s continued listing on the Nasdaq; and those factors described or referenced in the Company’s filings with the

SEC, including the Company’s Registration Statement on Form S-1 filed with the SEC on February 12, 2026 and Annual Report on Form

10-K for the year ended December 31, 2025, which was filed with the SEC on March 25, 2026. The foregoing list of factors is not exhaustive.

If any of these risks materialize or our assumptions prove incorrect, actual results, outcomes, performance or achievements, or the timing

of such results, outcomes, performance or achievements could differ materially from those expressed or implied by these forward-looking

statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause

actual results, outcomes, performance or achievements, or the timing of such results, outcomes, performance or achievements to differ

from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts

of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our

assessments to change.

caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they

are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of

new information, future events, or other factors that affect the subject of these statements, except where we are expressly required

to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this

cautionary statement.

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