8-K: Stardust Power Announces 1-for-10 Reverse Stock Split

Stardust Power Inc. will execute a 1-for-10 reverse stock split on September 8, 2025, to regain Nasdaq compliance and attract institutional investors.

Summary

• Stardust Power Inc. filed a certificate of amendment to its Certificate of Incorporation to effectuate a 1-for-10 reverse stock split of its outstanding common stock.
• The reverse stock split will become effective on September 8, 2025, at 12:01 a.m. Eastern Time.
• Common Stock is expected to begin trading on the Nasdaq Global Market on a split-adjusted basis on September 8, 2025, at market open.
• Every 10 shares of issued and outstanding common stock will be automatically combined into one share of common stock.
• The par value of $0.0001 per share and other terms of the Common Stock will not be affected by the reverse stock split.
• The company's post-Reverse Stock Split Common Stock CUSIP number will be 854936 200.
• No fractional shares will be issued; stockholders entitled to a fractional share will receive a cash payment based on the closing price on September 5, 2025.
• Following the split, the number of outstanding shares will be reduced to approximately 8,458,975.

Sentiment

Score: 5

Explanation: The reverse stock split is a necessary corporate action to maintain Nasdaq compliance and attract institutional investors, which is a positive for long-term access to capital. However, the need for such a split often indicates past stock underperformance, which is a negative. The overall sentiment is neutral to slightly positive, as it addresses a critical listing issue and sets the stage for future project financing, but doesn't reflect immediate operational improvements.

Positives

• Aims to regain full compliance with Nasdaq's listing requirements, ensuring continued access to public markets.
• Strengthens credibility to institutional investors, potentially broadening the investor base and providing ongoing liquidity for shareholders.
• Aligns the share price with the strategic direction and trajectory of the company as it moves into the next chapter of scaling operations.
• Positions the company to continue executing on upcoming milestones for its U.S. lithium refining project.

Negatives

• The need for a reverse stock split often indicates that the stock price has fallen below Nasdaq's minimum bid price requirement, which can be viewed negatively by the market.
• While intended to attract institutional investors, a reverse split does not fundamentally change the company's underlying valuation or operational performance.

Risks

• Forward-looking statements contained in the report are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially.
• The company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, except to the extent otherwise required by applicable law.

Future Outlook

Stardust Power expects to deliver several important milestones, including completion of its Front-End Loading (FEL) 3 engineering work, advancement and completion of permitting, securing project financing for the CAPEX buildout of Phase 1, and ultimately commencing heavy construction on the Muskogee, Oklahoma lithium processing facility. These steps are anticipated to drive shareholder value and reinforce the company's mission to establish a secure, domestic supply of battery-grade lithium in North America.

Management Comments

• "Executing this reverse split is a strategic step forward for Stardust Power at this time. It allows the Company to attempt to regain full compliance with Nasdaq’s listing requirements, ensuring we maintain access to the public markets, a platform to advance our project and build long-term value."
• "This move not only strengthens our credibility to institutional investors but can also provide ongoing liquidity for our shareholders."
• "We believe this move positions Stardust Power to continue executing on upcoming milestones that we expect will drive shareholder value as our U.S. lithium refining project progresses."
• "This action is not a reflection of its fundamentals but a measure to ensure Stardust Power’s equity remains accessible to a broader universe of long-only institutional investors, which remains central to its long-term strategy of funding and advancing its battery-grade lithium refining project."
• "This move also aligns the share price with the strategic direction and trajectory of the Company as it moves into the next chapter of scaling operations."

Industry Context

The company is an American developer of battery-grade lithium products, aiming to bolster U.S. energy leadership and build resilient supply chains. The development of a domestic lithium processing facility in Muskogee, Oklahoma, with a significant anticipated capacity, aligns with global trends towards securing critical mineral supply chains, particularly for electric vehicle battery production, and reducing reliance on foreign sources. This move positions Stardust Power within the growing domestic battery materials sector, addressing a strategic national interest.

Comparison to Industry Standards

• The company's anticipated production capacity of up to 50,000 metric tons per annum of battery-grade lithium from its Muskogee, Oklahoma facility is substantial. For context, major global lithium producers like Albemarle and SQM have capacities ranging from tens of thousands to over 100,000 metric tons per annum. For example, Albemarle's La Negra III/IV expansion in Chile aims for 80,000 metric tons, and its Kemerton plant in Australia is targeting 50,000 metric tons. Stardust Power's projected capacity, if achieved, would place it as a significant player in the North American market, comparable to the scale of new projects or expansions by established industry leaders.
• The strategic focus on securing domestic supply chains for battery-grade lithium directly addresses a key geopolitical and economic imperative, aligning with initiatives seen in other developed nations to reduce reliance on concentrated supply sources.

Corporate Governance

Stakeholder Impact

• Shareholders: Will see their number of shares reduced by a factor of 10, with a proportional increase in share price. Those with fractional shares will receive cash. The action aims to improve marketability and liquidity, potentially benefiting long-term investors by maintaining Nasdaq listing and attracting institutional capital.
• Institutional Investors: The higher per-share price and Nasdaq compliance are intended to make the stock more attractive and accessible to a broader universe of institutional investors.
• Company (Stardust Power Inc.): Maintains its Nasdaq listing, which is crucial for capital market access and credibility. The action supports its long-term strategy for funding and advancing its lithium refining project.

Next Steps

• Completion of Front-End Loading (FEL) 3 engineering work.
• Advancement and completion of permitting for the Muskogee facility.
• Securing project financing for the CAPEX buildout of Phase 1.
• Commencing heavy construction on the Muskogee, Oklahoma lithium processing facility.

Key Dates

Recommendation

While the reverse stock split addresses a critical compliance issue and aims to improve marketability, it does not fundamentally alter the company's operational performance or valuation in the short term. The company is still in the project development phase, with significant milestones (engineering, permitting, financing, construction) yet to be achieved. The move is a necessary step for long-term viability on public markets, but investors should hold and monitor progress on the stated milestones and project financing before making further investment decisions. The inherent risks of a development-stage company in a capital-intensive industry remain.

Keywords

Stardust Power, SDST, Reverse Stock Split, Nasdaq Compliance, Lithium Refining, Battery-Grade Lithium, Muskogee Oklahoma, Capital Markets, Shareholder Value, Corporate Governance