Business Context and Reporting Period
Stardust Power Inc. (SDST), an emerging growth company incorporated in Delaware, filed this Form 8-K on December 11, 2025. The report details the termination of a material definitive agreement with B. Riley Principal Capital II, LLC.
Key Financial Metrics
This filing does not report standard operating metrics such as revenue, profit, cash flow, or margins. The only specific financial figure disclosed is a make-whole payment obligation of $471,942.90 resulting from the agreement termination.
Material Changes
- Termination of Agreement: The Company and B. Riley Principal Capital II, LLC mutually terminated the Common Stock Purchase Agreement and related Registration Rights Agreement dated October 7, 2024, effective December 11, 2025.
- Make-Whole Payment Structure: The Company agreed to satisfy the $471,942.90 obligation in three equal portions:
- Issuance of restricted common stock priced at $4.40 per share.
- Cash payment upon the Company's next equity or convertible financing.
- Cash payment in connection with a future equity line or at-the-market program, or otherwise in cash if unpaid by September 30, 2026.
Outlook and Management Commentary
Management stated the termination was executed to provide greater flexibility in pursuing financing structures that align with current capital strategy, specifically highlighting a preference for non-dilutive financing alternatives. The Company maintains a constructive relationship with the Investor, noting that any future arrangements would be subject to revised terms.
Investor Verification Checklist
- Verify the exact number of restricted shares to be issued for the first portion of the make-whole payment based on the $4.40 price.
- Monitor upcoming financing announcements to determine the timing of the cash portion of the make-whole payment.
- Review the Company's liquidity position to assess the ability to fund the cash obligations if a new financing is not secured by September 30, 2026.
- Confirm the status of the "future equity line" or at-the-market program mentioned in the payment terms.