UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Global Market | ||||
| The 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).
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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.
On October 27, 2025, The Nasdaq Stock Market LLC (“Nasdaq”) approved the transfer of the listing of the common stock, par value $0.0001 per share (the “Common Stock”), of Stardust Power Inc. (the “Company”) from The Nasdaq Global Market to The Nasdaq Capital Market (the “NCM”). The transfer was effective at the opening of business on October 29, 2025, and the Company’s Common Stock, and redeemable warrants continue to trade under the symbols “SDST” and “SDSTW” respectively.
Stardust Power was set to appeal the previously disclosed notice under Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the “MVLS Rule”) at a hearing scheduled before the Nasdaq Hearings Panel scheduled for November 4, 2025, which, per a formal notice received on October 28, 2025, has been cancelled and the matter is now closed. This confirms that the Company had no outstanding deficiency matters and is in compliance with the continued listing requirements of the Nasdaq. The transfer does not affect the Company’s business operations or its reporting requirements under the Securities Exchange Act of 1934.
Item
7.01. Regulation FD Disclosure.
On October 31, 2025, the Company issued a press release regarding the compliance described above, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release, dated October 31, 2025 | |
| 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: October 31, 2025 | By: | /s/ Roshan Pujari |
| Name: | Roshan Pujari | |
| Title: | Chief Executive Officer | |
| 3 |