Stardust Power Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Stardust Power filed an 8-K for a material agreement and equity sales. Keep an eye on SDST.

AI Summary

On October 7, 2024, Stardust Power Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. Stardust Power Inc. is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks.

Key Numbers

• 001-39875 — SEC File Number (Stardust Power Inc.'s SEC filing identifier.)
• 99-3863616 — IRS Number (Stardust Power Inc.'s IRS identification number.)

Key Players & Entities

• Stardust Power Inc. (company) — Registrant
• Global Partner Acquisition Corp II (company) — Former company name
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SDST The Nasdaq Global Ma
• $11.50 — of Common Stock at an exercise price of $11.50 SDSTW The Nasdaq Global Market In
• $50,000,000 — , in its sole discretion, to sell up to $50,000,000 of newly issued shares of the Company's
• $7.7020 — se Agreement, if any, equals or exceeds $7.7020 per share (representing the lower of (a
• $7.85 — eement (each Commitment Share valued at $7.85 per share, representing the Nasdaq offi
• $500,000 — pay B. Riley Principal Capital II up to $500,000 (or 1.0% of B. Riley Principal Capital
• $75,000 — Rights Agreement in an amount equal to $75,000, (i) $25,000 of which the Company has p
• $25,000 — ment in an amount equal to $75,000, (i) $25,000 of which the Company has paid prior to
• $50,000 — Registration Rights Agreement and (ii) $50,000 of which (the "Investor Legal Fee Reimb
• $5,000 — rse B. Riley Principal Capital II up to $5,000 per fiscal quarter for the reasonable l

Filing Documents

• form8-k.htm (8-K) — 81KB
• ex10-1.htm (EX-10.1) — 653KB
• ex10-2.htm (EX-10.2) — 164KB
• 0001493152-24-040332.txt ( ) — 1274KB
• sdst-20241007.xsd (EX-101.SCH) — 4KB
• sdst-20241007_def.xml (EX-101.DEF) — 29KB
• sdst-20241007_lab.xml (EX-101.LAB) — 36KB
• sdst-20241007_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 2024 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) 15 E. Putnam Ave , Suite 378 Greenwich , CT 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 Global Market Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 SDSTW The Nasdaq Global 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 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 1.01 - Entry into a Material Definitive Agreement. On October 7, 2024, Stardust Power Inc. (the "Company") entered into a Common Stock Purchase Agreement (the "Purchase Agreement") and a related Registration Rights Agreement (the "Registration Rights Agreement") with B. Riley Principal Capital II, LLC ("B. Riley Principal Capital II"), the selling stockholder. Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell up to $50,000,000 of newly issued shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") to B. Riley Principal Capital II, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company. The Company is under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement. Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II's purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the "Commencement", and the date on which the Commencement occurs, the "Commencement Date"), including that a registration statement registering under the Securities Act of 1933, as amended (the "Securities Act"), the resale by B. Riley Principal Capital II of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to file with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the Registration Rights Agreement, is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its sole discretion over the 36-month period beginning on the Commencement Date, to direct B. Riley Principal Capital II to purchase a specified number of shares of Common Stock, not to exceed certain limitations as set forth in the Purchase Agreement (each, a "Market Open Purchase"), by delivering written notice to B. Riley Principal Capital II prior to the commencement of trading of the Common Stock on The Nasdaq Global Market ("Nasdaq") on any trading day (the "Purchase Date"), so long as (i) the closing sale price of the Common Stock on the trading day immediately prior to such Purchase Date is not less than a specified threshold price as set forth in the Purchase Agreement (the "Threshold Price") and (ii) all shares of Common Stock subject to all prior Market Open Purchases and all prior Intraday Purchases (as defined below) effected by the Company under the Purchase Agreement (as applicable) have been received by B. Riley Principal Capita

View Full Filing

View this 8-K filing on SEC EDGAR