Form 8-K

8-K — Stardust Power Inc.

Accession: 0001493152-26-047607

Filed: 2026-10-19

Period: 2026-10-14

CIK: 0001831979

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

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Documents

8-K — form8-k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001831979

2026-10-14

0001831979

SDST:CommonStockParValue0.0001PerShareMember

2026-10-14

0001831979

SDST:RedeemableWarrantsWith10WarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf115.00Member

2026-10-14

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): October 14, 2026

STARDUST

POWER INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-39875

99-3863616

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

E. Putnam Ave, Suite 378, Greenwich, CT

06830

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 742-3095

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 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 ☒

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.

previously disclosed on April 30, 2026, Stardust Power Inc. (the “Company”) received a letter from The Nasdaq Stock Market

LLC (“Nasdaq”) on April 24, 2026, notifying the Company that it no longer satisfied the minimum $35,000,000 market value

of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2), and the Company has until October 21, 2026 to regain compliance

with that requirement.

Further,

on September 11, 2026, the Company received a written notice from the Nasdaq Listing Qualifications Department (the “Staff”)

notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (the “Common

Stock”), for the last 30 consecutive business days, the Company no longer satisfied the requirement of Nasdaq Listing Rule 5550(a)(2)

that listed securities maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). In accordance

with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days, or until March 10, 2027, to

regain compliance with the Minimum Bid Price Requirement.

October 15, 2026, the Company received a subsequent written notice (the “Staff Determination”) from the Staff indicating

that it has determined that, as of October 14, 2026, the Company’s Common Stock had a closing bid price of $0.10 or less for ten

consecutive trading days, triggering application of Nasdaq Listing Rule 5810(c)(3)(A)(iii), pursuant to which, if during any compliance

period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading

days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.

As a result, the Staff indicated that it has determined to suspend trading in the Company’s Common Stock and warrants and delist

the Company’s securities at the opening of business on October 23, 2026, and that a Form 25-NSE will be filed with the Securities

and Exchange Commission to remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

The

Company may request a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant

to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request must be received no later than 4:00 p.m. Eastern

Time on October 23, 2026, and, pursuant to Nasdaq Listing Rule 5815(a)(3), a non-refundable hearing fee of $20,000 must be submitted

within seven calendar days of the date of the Staff Determination. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request

for a hearing will not stay the trading suspension of the Company’s securities.

The

Company is considering all available options; however, there can be no assurance that the Company would be successful in any appeal or

that it will be able to regain compliance with Nasdaq’s listing requirements within the timeframe that may be provided by the Panel,

or at all.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

October 14, 2026, Mr. Udaychandra Devasper notified the Company of his decision to resign as the Company’s Chief Financial Officer.

Mr. Devasper’s resignation is anticipated to be effective as of October 23, 2026.

Item

8.01 Other Events.

The

Board of Directors of the Company (the “Board”) and management are evaluating whether to request a hearing before the Panel,

which will depend on, among other things, the Company’s ability to present an acceptable compliance plan, the costs of an appeal

and the Company’s available resources. Because a hearing request will not stay the trading suspension, the Company may seek to

have its securities quoted on an over-the-counter market. There can be no assurance that the Company will request a hearing, that any

appeal would be successful, or that its securities will be eligible for over-the-counter quotation.

The

Board and management are also exploring measures to preserve resources while the Company seeks to raise capital, which may include

reducing operating expenses, including headcount, and, following any delisting, suspending or terminating the Company’s

reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), to the extent permitted.

The

Board and management will also consider other strategic alternatives, including a sale, a merger or other business combination. There

can be no assurance that any of these measures or alternatives will be adopted or completed, or that the Company will be able to obtain

financing on acceptable terms, or at all.

Forward-Looking

Statements

Certain

statements made in this Current Report are not based on historical facts, but are forward-looking statements. These statements can be

identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “can,”

“could,” “continue,” “estimate,” “expect,” “evaluate,” “forecast,”

“guidance,” “intend,” “likely,” “may,” “might,” “objective,”

“ongoing,” “outlook,” “plan,” “potential,” “predict,” “probable,”

“project,” “seek,” “should,” “target,” “view,” “will,” or “would,”

or the negative thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these

words. Forward-looking statements in this Current Report include, without limitation, statements regarding the Company’s consideration

of available options, including any request for a hearing before the Panel and the potential outcome of any such appeal, the suspension

of trading and delisting of the Company’s securities, the potential quotation of the Company’s securities on an over-the-counter

market, the cost-reduction measures being considered by the Company, including any reduction in headcount, and suspension of the Company’s

reporting obligations under the Exchange Act, the strategic alternatives being considered by the Board and management and the Company’s

ability to raise capital. These statements reflect the Company’s current expectations with respect to future events and are subject

to risks, uncertainties and other factors, many of which have outcomes difficult to predict and may be outside of the Company’s

control, that could cause actual results or outcomes to differ materially from those in the forward-looking statements. Such risks and

uncertainties include, but are not limited to, whether the Company requests a hearing before the Panel and the outcome of any such hearing;

the suspension of trading and delisting of the Company’s securities from The Nasdaq Capital Market; the eligibility of the Company’s

securities for quotation on an over-the-counter market and the reduced liquidity and market price of the Company’s securities that

may result from any delisting; the Company’s ability to present a plan to regain compliance with the Minimum Bid Price Requirement,

the market value of listed securities requirement and Nasdaq’s other continued listing requirements; the Company’s ability

to identify, adopt and implement cost-reduction measures and realize any anticipated savings; the reduced availability of public information

about the Company if it suspends its Exchange Act reporting obligations; the Company’s ability to identify and complete any strategic

alternative on acceptable terms, or at all; the Company’s limited cash resources and its ability to raise capital or obtain financing

on acceptable terms, or at all; and the diversion of management’s attention from the Company’s ongoing business operations,

as well as the other risks and uncertainties identified in filings by the Company with the Securities and Exchange Commission, including

its periodic reports on Form 10-K and Form 10-Q. Any forward-looking statement speaks only as of the date of this Current Report, and

the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by any applicable securities laws.

SIGNATURES

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:

October 19, 2026

STARDUST POWER INC.

/s/ Roshan

Pujari

Roshan Pujari

Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 18

v3.26.3

Cover

Oct. 14, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 14, 2026

Entity File Number

001-39875

Entity Registrant Name

STARDUST

POWER INC.

Entity Central Index Key

0001831979

Entity Tax Identification Number

99-3863616

Entity Incorporation, State or Country Code

Entity Address, Address Line One

E. Putnam Ave

Entity Address, Address Line Two

Suite 378

Entity Address, City or Town

Greenwich

Entity Address, State or Province

Entity Address, Postal Zip Code

06830

City Area Code

(800)

Local Phone Number

742-3095

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Common Stock, par value $0.0001 per share

Title of 12(b) Security

Common Stock, par value

$0.0001 per share

Trading Symbol

SDST

Security Exchange Name

NASDAQ

Redeemable warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00

Title of 12(b) Security

Redeemable warrants, with

10 warrants exercisable for one share of Common Stock at an exercise price of $115.00

Trading Symbol

SDSTW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=SDST_CommonStockParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=SDST_RedeemableWarrantsWith10WarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf115.00Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: