Form 8-K

8-K — Stardust Power Inc.

Accession: 0001493152-26-016290

Filed: 2026-04-13

Period: 2026-04-13

CIK: 0001831979

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

Item: Regulation FD Disclosure

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 13, 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

7.01 – Regulation FD Disclosure.

April 13, 2026, Stardust Power Inc. (the “Company”) issued a press release announcing that it has entered into a Letter

of Intent (“LOI”) with a strategic counterparty for the supply of up to 15,000 metric tons per annum of lithium carbonate

equivalent in the form of lithium chloride. The LOI is non-binding and subject to further due diligence and the execution of a definitive

agreement, of which there is no certainty of execution.

copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

9.01 – Financial Statements and Exhibits.

(d)

The following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Press Release, dated April 13, 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 13, 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 Expands U.S. Lithium Feedstock Pipeline for Muskogee Refinery

GREENWICH,

Conn. – April 13, 2026 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”),

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

with a strategic counterparty for the supply of up to 15,000 metric tons per annum of lithium carbonate equivalent (“LCE”)

in the form of lithium chloride. This potential supply represents a key step in securing U.S.-based feedstock for the Company’s

Muskogee, Oklahoma refinery as it advances toward construction.

The

LOI relates to a lithium brine project in California and reflects continued progress in expanding the Company’s domestic feedstock

pipeline. Initial deliveries are contemplated beginning in the first half of 2028, with feedstock delivered to the Company’s Oklahoma

facility. The agreement would give the right to Stardust Power to purchase additional volumes at its discretion.

This

LOI follows Stardust Power’s strategy to secure diversified, scalable lithium chloride supply to support its refining operations.

As the Company advances toward construction, establishing a reliable and flexible feedstock base remains a core component of its commercial

and operational strategy.

With

multiple feedstock arrangements now in place and underway, Stardust Power continues to strengthen its supply pipeline alongside key project

development milestones. This integrated approach is intended to support long-term operational readiness and position the Company to meet

anticipated demand for domestically refined battery-grade lithium carbonate.

Stardust

Power continues to advance development of its Muskogee lithium refinery, supported by completion of the Front-End Loading 3 (FEL-3) engineering

study and receipt of its air quality construction permit, positioning the project to move toward construction and commissioning. With

proximity to the Port of Muskogee’s Free Trade Zone and established road, rail, and water access, the refinery is designed to deliver

scalable refining capacity in support of the growing U.S. energy storage market and energy security.

“Securing

American sourced lithium chloride aligned with our phased ramp-up reflects the strength of our hub and spoke strategy,” said Roshan

Pujari, Founder and Chief Executive Officer of Stardust Power. “Our focus is on aggregating reliable U.S. based feedstock with

scalable refining infrastructure in Oklahoma. As the market continues to evolve to upstream lithium chloride production, we are well

positioned to build an American lithium supply chain.”

The

LOI is non-binding and subject to further due diligence and the execution of a definitive agreement, which there is no certainty of execution.

More details, including the name and location of the project, will be released upon the execution of the definitive agreement or as agreed

by both parties.

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 is building 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; [1] 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 is expected to be filed with the SEC [by][on or about?] 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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