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

TL;DR

Stardust Power inked a big deal, sold some stock, and shuffled execs. Watch this space.

AI Summary

Stardust Power Inc. entered into a material definitive agreement on December 12, 2024, which involves a direct financial obligation. The company also reported on the creation of an off-balance sheet arrangement and unregistered sales of equity securities. Additionally, there were changes in directors and officers, along with compensatory arrangements for certain officers.

Why It Matters

This filing indicates significant corporate actions including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 20241212 — Agreement Date (Date of material definitive agreement and creation of financial obligation.)
• 11.50 — Warrant Exercise Price (Related to redeemable warrants for common stock.)

Key Players & Entities

• Stardust Power Inc. (company) — Filer
• Global Partner Acquisition Corp II (company) — Former Company Name

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
• $1.8 million — ") in the aggregate principal amount of $1.8 million. The Loans will bear interest at a rate
• $2.7 million — to issue to the Lenders an aggregate of $2.7 million in Common Stock on the earlier to occur
• $1.7 million — the City of Muskogee for approximately $1.7 million (the "Closing"), which amount includes

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex99-1.htm (EX-99.1) — 17KB
• ex99-1_001.jpg (GRAPHIC) — 165KB
• 0001493152-24-050326.txt ( ) — 533KB
• sdst-20241212.xsd (EX-101.SCH) — 4KB
• sdst-20241212_def.xml (EX-101.DEF) — 29KB
• sdst-20241212_lab.xml (EX-101.LAB) — 36KB
• sdst-20241212_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 13, 2024, Stardust Power Inc. (the "Company") agreed to issue promissory notes (the "Promissory Notes") to several lenders (collectively, the "Lenders"), providing for loans (the "Loans") in the aggregate principal amount of $1.8 million. The Loans will bear interest at a rate of 15% per year, and mature on March 13, 2025 (the "Maturity Date"). The proceeds of the Loans are expected to be used by the Company for general corporate and working capital purposes. The Promissory Notes will contain customary representations and warranties and customary events of default. Pursuant to the Promissory Notes, an aggregate of 180,000 shares of Company common stock, par value $0.0001 per share (the "Common Stock"), owned by founders of the Company, will be pledged as collateral. In addition, the Company has agreed to issue to the Lenders an aggregate of $2.7 million in Common Stock on the earlier to occur of (i) the consummation of a private placement offering of Company securities (in which case such issuance shall be on no less favorable terms than the terms of such private placement) and (ii) the Maturity Date, in each case, based on the lower of the closing price of the Company's Common Stock on the date of issuance and a trailing 30-day volume-weighted average price, provided that the minimum number of shares of Common Stock issued to the Lenders shall be no less than an aggregate of 360,000 shares. The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained above under Item 1.01 to the extent applicable is hereby incorporated by reference herein.

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained above under Item 1.01 to the extent applicable is hereby incorporated by reference herein. The securities are being offered and sold by the Company pursuant to an exemption from the registration requirements of the Act provided by Section 4(a)(2) and/or Regulation D promulgated thereunder, as a transaction not involving a public offering.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 12, 2024, Chandra R. Patel resigned as a member of the board of directors (the "Board") of the Company. Mr. Patel's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Subsequently on December 12, 2024, Mr. Patel was removed as a member of the Board pursuant to a written notice to the Company from Global Partner Sponsor II, LLC (the "Sponsor") pursuant to that certain Stockholder Agreement, dated July 8, 2024, by and among the Company, the Sponsor and Roshan Pujari (the "Stockholder Agreement"), which removal was effective immediately. Pursuant to the Stockholder Agreement, the Sponsor has the right to designate one director to the Board (the "Designated Director"). Previously the Sponsor designated Mr. Patel through this right, who had served on the Board since July 8, 2024. On December 12, 2024, the Sponsor designated Martyn Buttenshaw as its Designated Director to fill the vacancy on the Board created by Mr. Patel's removal. Upon the recommendation of the Nominating and Corporate Governance Committee of the Board and in accordance with the Sponsor's right to have a Designated Director under the Stockholder Agreement, on December 16, 2024, the Board appointed Martyn Buttenshaw to fill the vacancy on the Board, effective as of December 16, 2024. Mr. Buttenshaw will serve as a Class I director until the Company's 2025 annual meeting of shareholders and until his successor shall have been duly elected and qualified, or until his earlier death, resignation or removal from office. The Board determined that Mr. Buttenshaw meets the independence requirements under the listing rules of the Nasdaq Global Market and the Company's independence standards and that there are no transactions between the Company and Mr. But

01

Item 8.01 Other Events. On December 16, 2024, the Company completed the purchase of 66 acres of undeveloped tract (excluding wetlands and creeks) in Southside Industrial Park, Muskogee, Oklahoma (the "Site") from the City of Muskogee for approximately $1.7 million (the "Closing"), which amount includes the extension and option payments previously made by the Company. As previously disclosed, the Company had the exclusive right to purchase the Site pursuant to that certain Contract for Purchase and Sale of Real Estate dated January 10, 2024. In connection with the Closing, on December 16, 2024, the Development Agreement that the Company previously executed with the City of Muskogee, as previously disclosed on Form S-4/A filed on May 8, 2024, became effective. Pursuant to the Development Agreement, the Company has agreed to commence development of the Site, among other things. A copy of the Company's press release issued on December 17, 2024 announcing the completion of the purchase of the Site is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

01

Item 9.01. Financial Statement and Exhibits. Exhibit No. Description 99.1 Press release dated December 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 17, 2024 STARDUST POWER INC. By: /s/ Roshan Pujari Name: Roshan Pujari Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR