8-K

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

STARDUST

POWER INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Stardust Power Inc. (the “Company”) qualified as a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Stock Market LLC (“Nasdaq”) since completing its business combination in July 2024, because more than 50% of the voting power for the election of directors was held by Roshan Pujari, the Company’s Chairman of the Board and Chief Executive Officer.

For estate planning purposes and with approval of the Company’s Board of Directors, on April 16, 2025 and April 17, 2025, Mr. Pujari transferred 2,880,000 shares of the Company’s common stock (“CommonStock”) for no consideration to an irrevocable trust for the benefit of a member of Mr. Pujari’s family. After giving effect to such transfer, Mr. Pujari ceased to have voting or dispositive power over such shares of Common Stock held by the trust. As a result, Mr. Pujari no longer holds 50% of the voting power for the election of directors of the Company, the Company no longer qualifies as a controlled company and is no longer afforded certain corporate governance exemptions by the Nasdaq. However, because the Company has not availed itself of any such exemptions, therefore it is not required to make any changes to its corporate governance.

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.