Stardust Power Inc. Terminates Material Agreement

TL;DR

Stardust Power terminated a key deal on Dec 11th. Big implications coming.

AI Summary

Stardust Power Inc. filed an 8-K on December 17, 2025, reporting the termination of a material definitive agreement as of December 11, 2025. The filing also includes financial statements and exhibits. Stardust Power Inc. was formerly known as Global Partner Acquisition Corp II until a name change on November 10, 2020.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty and potential financial repercussions for the company.

Key Numbers

• 001-39875 — Commission File Number (Identifies the company's filing with the SEC)
• 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
• December 11, 2025 (date) — Date of earliest event reported
• December 17, 2025 (date) — Date of report
• November 10, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share SDST The Nasdaq Global Ma
• $115.00 — of Common Stock at an exercise price of $115.00 SDSTW The Nasdaq Global Market In
• $471,942 — t as per the terms of the Agreements of $471,942.90, in three equal portions: (i) throug
• $4.40 — ce of restricted common stock priced at $4.40 per share and subject to resale registr

Filing Documents

• form8-k.htm (8-K) — 43KB
• 0001493152-25-028194.txt ( ) — 252KB
• sdstw-20251211.xsd (EX-101.SCH) — 4KB
• sdstw-20251211_def.xml (EX-101.DEF) — 26KB
• sdstw-20251211_lab.xml (EX-101.LAB) — 36KB
• sdstw-20251211_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) December 11, 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, with 10 warrants exercisable for one share of Common Stock at an exercise price of $115.00 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 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 Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 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. STARDUST POWER INC. Date: December 17, 2025 By: /s/ Roshan Pujari Name: Roshan Pujari Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR