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) December 11, 2025

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

15 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:

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. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On December 11, 2025, Stardust Power Inc. (the “Company”) and B. Riley Principal Capital II, LLC (the “Investor”) entered into a letter agreement pursuant to which the parties mutually agreed to terminate, effective as of 4:30 p.m., New York City time, on December 11, 2025 (the “Termination Effective Time”), that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, dated October 7, 2024 (collectively, the “Agreements”), which was filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2024, and which is incorporated by reference herein.

As part of the termination, the Company agreed to satisfy the make-whole payment as per the terms of the Agreements of $471,942.90, in three equal portions: (i) through the issuance of restricted common stock priced at $4.40 per share and subject to resale registration, (ii) in cash upon the Company’s next equity or convertible financing, and (iii) in connection with a future equity line, at-the-market program, or similar financing that the Company is currently working on with the Investor or its affiliate, or otherwise in cash if unpaid by September 30, 2026.

Except for customary indemnification and contribution provisions that survive termination, the Agreements were terminated in their entirety and are of no further force or effect as of the Termination Effective Time.

The Company terminated the Agreements to provide greater flexibility in pursuing financing structures that better align with its current capital strategy including the use of non-dilutive financing alternatives. The Company continues to maintain a constructive relationship with the Investor and any future arrangement would be subject to revised terms and structure consistent with the Company’s evolving funding needs.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.