8-K - SDST - Equibles

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) January 20, 2026

STARDUST

POWER INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39875	99-3863616
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

15E. 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, par value $0.0001 per share	SDST	The<br> Nasdaq<br> Capital Market
Redeemable<br> warrants, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00	SDSTW	The<br> Nasdaq<br> 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. ☐

Item8.01. Other Events

On January 20, 2026, Stardust Power Inc. (“the Company”) issued a press release announcing that it has received the air quality construction permit (“Air Permit”) from the Oklahoma Department of Environmental Quality for its Muskogee lithium carbonate refinery project (“the Facility”). As described in the press release, this approval represents the environmental permit required for construction and commissioning of the Facility. A copy of the press release is furnished herewith as Exhibit 99.1.

Theinformation in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemedincorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specificreference in such filing.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 20, 2026
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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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:<br> January 20, 2026	By:	/s/ Roshan Pujari
	Name:	Roshan<br> Pujari
	Title:	Chief<br> Executive Officer

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Exhibit99.1

StardustPower Secures Air Permit; Muskogee Lithium Refinery Now Permitted For Construction and Commissioning

GREENWICH,Conn. – January 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 received its air quality construction permit from the Oklahoma Department of Environmental Quality (“ODEQ”) for its lithium refinery in Muskogee, Oklahoma. This key milestone represents the final significant permit required for construction and commissioning, positioning Stardust Power to advance one of the largest planned lithium refineries in the United States. With this permit now in hand, the regulatory timeline risk for the Muskogee project has been materially reduced. Fully permitted for construction and commissioning, large-scale lithium refining projects in the U.S. remain rare, underscoring the strategic significance of this achievement.

“Securing this air permit completes our construction and commissioning permitting process and positions Stardust Power, subject to closure of project financing, to build one of the largest lithium refineries in the U.S.,” said Chris Celano, Chief Operating Officer, Stardust Power. “This milestone reflects our commitment to a responsible and environmentally sound process, creating jobs, supporting Oklahoma energy infrastructure, and helping to create the domestic lithium supply chains critical to North America’s clean energy transition.”

The air quality construction permit followed a comprehensive ODEQ review covering the facility’s control technologies, monitoring systems, projected emissions, and environmental safeguards. The permit confirms that Stardust Power’s planned refinery qualifies as a minor source under state and federal air regulations, with emissions below the thresholds for major source classification. The refinery’s design employs a closed-loop water system that recycles process water and eliminates wastewater discharge. ODEQ’s approval also validates that the facility will meet all applicable air quality standards and will have robust systems for continuous monitoring. The permit allows for both the construction and commissioning of the facility. Stardust Power worked closely with ODEQ throughout a detailed technical review, including a public notice period.

The air permit supplements prior environmental approvals for the Muskogee refinery, including ODEQ’s determination that no industrial wastewater discharge permit is required, and a General Permit for Stormwater Discharges from Construction Activities, supported by a Stormwater Pollution Prevention Plan (“SWPPP”). Together, these permits reflect Stardust Power’s commitment to environmental stewardship and position the Company to responsibly advance construction in support of U.S. lithium independence.

With construction permitting now complete, Stardust Power is advancing toward Final Investment Decision (“FID”), with the commencement of major construction expected following the completion of project financing. Once operational, the refinery is expected to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate to support the rapidly growing North American energy storage and electric vehicle markets.

AboutStardust Power Inc.

Stardust Power is a developer 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

StardustPower Contacts

For Investors:

Johanna Gonzalez

investor.relations@stardust-power.com

For Media:

Michael Thompson

media@stardust-power.com

CautionaryNote 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.