Stardust Power Inc. Faces Delisting Notice

TL;DR

Stardust Power Inc. got a notice about possibly getting delisted. Big trouble ahead?

AI Summary

Stardust Power Inc. filed an 8-K on October 3, 2025, to report a notice of delisting or failure to meet continued listing standards. The company, formerly known as Global Partner Acquisition Corp II, was incorporated in Delaware and operates in the nonferrous metals smelting and refining industry.

Why It Matters

This filing indicates potential issues with Stardust Power Inc.'s ability to remain listed on its current exchange, which could significantly impact its stock liquidity and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued operation as a publicly traded entity.

Key Numbers

• 001-39875 — Commission File Number (Identifies the company's SEC filing history.)
• 99-3863616 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• Stardust Power Inc. (company) — Registrant
• Global Partner Acquisition Corp II (company) — Former company name
• October 1, 2025 (date) — Earliest event date
• October 3, 2025 (date) — Filing date
• 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 — e Company's Common Stock had been below $50,000,000 for 30 consecutive business days, the C
• $15 million — y Held Shares, as defined by Nasdaq, of $15 million and (ii) Nasdaq Listing Rule 5450(a)(1)
• $1.00 — pany to maintain a minimum bid price of $1.00 per share, respectively (such requireme

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-25-016918.txt ( ) — 252KB
• sdst-20251001.xsd (EX-101.SCH) — 4KB
• sdst-20251001_def.xml (EX-101.DEF) — 26KB
• sdst-20251001_lab.xml (EX-101.LAB) — 36KB
• sdst-20251001_pre.xml (EX-101.PRE) — 25KB
• 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 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 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: 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 (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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the " Commission ") on April 8, 2025, Stardust Power Inc., a Delaware corporation (the " Company ") received Notice from Nasdaq indicating that, because the market value of the Company's Common Stock had been below $50,000,000 for 30 consecutive business days, the Company no longer complied with the minimum market value of listed securities requirement for continued listing on the Nasdaq Global Market under Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the " MVLS Rule "). The Company was provided with an initial compliance period of 180 calendar days, or until September 30, 2025, to regain compliance with the MVLS Rule. The Company did not regain compliance with the MVLS Rule during the allotted time period. Accordingly, on October 1, 2025, the Company received a staff delist determination letter from the Nasdaq Listing Qualifications Department, as a result of its failure to regain compliance with the MVLS Rule. The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the " Panel "). This hearing request will automatically stay Nasdaq's delisting of the Company's common stock and warrants pending the Panel's decision and any extension provided by the Panel. The Company intends to present its plan of compliance, which may include a transfer to the Nasdaq Capital Market listing tier. As previously reported by Stardust on March 24, 2025, the Company received deficiency letters from the Staff on March 18, 2025, and March 19, 2025, notifying the Company that it was not in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(C) requiring a listed company to maintain a minimum Market Value of Publicly Held Shares, as defined by Nasdaq, of $15 million and (ii) Nasdaq Listing Rule 5450(a)(1) requiring a listed company to maintain a minimum bid price of $1.00 per share, respectively (such requirements, the " Listing Requirements "). In accordance with Nasdaq rules, the Company successfully achieved compliance with these Listing Requirements within the stipulated given period of 180 calendar days (or by/until September 15, 2025). Forward Looking Statements This current report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than expected, which shorter timeline(s) may be unfavorable for the Company and

View Full Filing

View this 8-K filing on SEC EDGAR