SDST 8-K
Stardust Power Inc. (SDST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 24, 2026, Stardust Power Inc. (the “Company”) was notified by the listing qualifications staff of Nasdaq Regulation (“Nasdaq”) that the Company did not satisfy the minimum $35 million market value of the listed securities requirement for 30 consecutive business days, as required under Nasdaq Listing Rule 5550(b)(2) for the Nasdaq Capital Market (the “MVLS Requirement”). Nasdaq also noted that the Company does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
Under Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days following the date of the notice, or until October 21, 2026, to regain compliance. The Company may regain compliance with Nasdaq Listing Rule 5550(b) by satisfying any of the alternative continued listing standards set forth in that rule, including: (i) maintaining stockholders’ equity of at least $2.5 million under Nasdaq Listing Rule 5550(b)(1), (ii) maintaining a market value of listed securities of at least $35 million under Nasdaq Listing Rule 5550(b)(2), or (iii) reporting net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years under Nasdaq Listing Rule 5550(b)(3). To the extent the Company seeks to regain compliance through the MVLS Requirement, the Company’s market value of listed securities must close at $35 million or more for a minimum of 10 consecutive business days during the 180-day compliance period. If the Company does not regain compliance with the rules prior to expiration of the compliance period, it will receive written notification that its securities are subject to delisting.
The Company may appeal any future delisting determination to a hearing panel. The panel has the ability to grant a six month period to determine any appeal. During this time, the listing of the securities would not be affected. The notification received has no immediate impact on the listing of the Company’s securities on the Nasdaq Capital Market.
The Company will continue to monitor its MVLS Requirement and may, as appropriate, consider available options to regain compliance.
Item 8.01 – Other Events.
Support from the Office of the Governor of the State of Oklahoma
Recently, the Company’s proposed Lithium Refinery Project (“the Project”) has received significant support from the Office of the Governor of the State of Oklahoma. Oklahoma being one of America’s premier energy states was emphasized, along with the readiness and the emphasis of the State support for the Project. Oklahoma’s location, business climate, and focal point as an energy hub in the United States make it a preferred location for our clean energy facility.
Support from the Oklahoma Department of Commerce
Additionally, the Project received significant support from the Oklahoma Department of Commerce. The potential of the Project to bring quality jobs, capital investment and long term economic opportunity to Oklahoma was recognized along with the ability to serve the interest of the local communities in Oklahoma.
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 30, 2026
| STARDUST POWER INC. | ||
| By: | /s/ Roshan Pujari | |
| Name: | Roshan Pujari | |
| Title: | Chief Executive Officer and Chairman | |