Form 8-K

8-K — Stardust Power Inc.

Accession: 0001493152-26-036984

Filed: 2026-08-11

Period: 2026-08-10

CIK: 0001831979

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

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001831979

2026-08-10

0001831979

SDST:CommonStockParValue0.0001PerShareMember

2026-08-10

0001831979

SDST:RedeemableWarrantsWith10WarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf115.00Member

2026-08-10

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 10, 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)

(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 ☒

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

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

Certain Officers.

Director

Appointment

August 10, 2026, the Board of Directors (the “Board”) of Stardust Power Inc. (the “Company”) appointed Mr. V.

Ray Rivers to serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified,

effective August 10, 2026. The Board also appointed Mr. Rivers to serve as a member of the Audit Committee and Compensation Committee

of the Board. The Board has determined that Mr. Rivers qualifies as an independent director for service on the Board, under the Nasdaq

listing standards.

Mr.

Rivers, age 64, brings more than three decades of experience in capital markets, institutional investments, and financial services.

Throughout his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital

Group, Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic

Forum. His experience spans institutional equity and fixed income markets, special situations investing and corporate

finance, further strengthening the Board’s capital markets and financial expertise. Mr. Rivers received his B.S. in Finance

from Louisiana State University.

There

are no arrangements or understandings between Mr. Rivers and any other persons pursuant to which he was selected to serve as a director.

He has no family relationships with any of the Company’s directors or executive officers. There are no transactions in which Mr.

Rivers has a direct or indirect material interest which would require disclosure under Item 404(a) of Regulation S-K.

connection with his appointment to the Board, Mr. Rivers will receive the Company’s standard non-employee director compensation,

consisting of (a) an annual cash retainer of $25,000, (b) an Audit Committee annual retainer of $7,500, (c) a Compensation Committee

annual retainer of $5,000, and (d) standard expense reimbursement rights. The compensation described herein under (a), (b) and (c) will

be pro-rated for Mr. Rivers’ partial year of service. The Company also expects to (i) make a grant of stock to Mr. Rivers equal

to approximately $100,000 at a future date on terms and conditions to be approved by the Board, in accordance with the Company’s

Amended and Restated 2024 Equity Incentives Plan and (ii) enter into its standard indemnification agreement with Mr. Rivers, the

form of which was previously filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31,

2025, filed with the United States Securities and Exchange Commission on March 25, 2026.

copy of the Company’s press release announcing the appointment of Mr. Rivers is attached hereto as Exhibit 99.1 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 11, 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.

STARDUST

POWER INC.

Date:

August 11, 2026

By:

/s/

Roshan Pujari

Name:

Roshan

Pujari

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Stardust

Power Appoints Ray Rivers to Board of Directors

GREENWICH,

Conn. – August 11, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),

an American developer of battery-grade lithium carbonate, today announced the appointment of V. Ray Rivers to its Board of Directors

(the “Board”), effective August 10, 2026. Mr. Rivers will also serve as a member of the Audit Committee and Compensation

Committee of the Board.

Mr.

Rivers brings more than three decades of experience in capital markets, institutional investments, and financial services. Throughout

his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital Group,

Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic Forum. His

experience spans institutional equity and fixed income markets, special situations investing and corporate finance, further strengthening

the Board’s capital markets and financial expertise.

“We

are pleased to welcome Ray to Stardust Power’s Board of Directors,” said Roshan Pujari, Founder and Chief Executive Officer

of Stardust Power. “Ray’s extensive capital markets experience and public company governance experience complement the skills

and perspectives of our Board. We look forward to benefiting from his insights as we continue positioning Stardust Power to engage a

broader institutional investor audience.”

“Stardust

Power is developing an important piece of domestic critical mineral infrastructure, and I look forward to working alongside the Board

and management team,” said Mr. Rivers.

About

Stardust Power Inc.

Stardust

Power (NASDAQ: SDST) is building one of America’s largest battery-grade lithium carbonate refineries in Muskogee, Oklahoma, strategically

located in the center of the United States’ growing energy and manufacturing corridor. The refinery is expected to have production

capacity of up to 50,000 metric tons per annum and addresses the critical shortage of U.S. lithium refining capacity. Stardust Power

is focused on building of a resilient American battery supply chain.

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

Note Regarding 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. We intend all forward-looking statements to be covered by the safe harbor provisions

of the Private Securities Litigation Reform Act of 1995. 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. These statements may include, without limitation, statements regarding management’s expectations about future business

strategies, financial performance, operating results, growth opportunities, market developments, competitive position, regulatory outlook,

our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under

the circumstances. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical

or current facts and by the use of forward-looking words such as “anticipate,” “believe,” “estimate,”

“expect,” “forecast,” “intend,” “likely,” “may,” “model,” “outlook,”

“plan,” “predict,” “project,” “seek,” “target,” “will,” “could,”

“should,” or similar expressions.

Forward-looking

statements are not guarantees of future performance. They are based on current expectations, estimates, forecasts, and assumptions that

involve significant risks and uncertainties, many of which are beyond the Company’s control and are difficult to predict. Actual

results may differ materially from those expressed or implied by such forward-looking statements as a result of various factors, including

but not limited to macroeconomic conditions; inflationary pressures; changes in interest rates; supply chain disruptions; evolving consumer

demand; competitive and technological developments; regulatory or legal changes; litigation exposure; cybersecurity threats; and fluctuations

in foreign exchange rates. In addition, other risks and uncertainties not presently known to us or that we currently believe to be immaterial

could affect the accuracy of any such forward-looking statements. All forward-looking statements should be evaluated with the understanding

of their inherent uncertainty. Readers are cautioned not to place undue reliance on these forward-looking statements, which are made

only as of the date of this press release. Except as required by law, the Company assumes no obligation and expressly disclaims any duty

to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, even

if subsequent events cause expectations to change.

You

should consult our filings with the U.S. Securities and Exchange Commission (SEC), including the “Risk Factors” section of

its most recent Annual Report on Form 10-K and subsequent filings on Form 10-Q, for additional detail about the factors that could affect

our financial and other results.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 19

v3.26.1

Cover

Aug. 10, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 10, 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: