Stardust Power Inc. 8-K

What Happened Stardust Power Inc. announced a private financing closed on December 23, 2025 with Lind Global Asset Management XIII LLC that generated gross proceeds of approximately $4.0 million. In the transaction the company issued a Senior Secured Convertible Promissory Note with a principal amount of $4.8 million and a Common Stock Purchase Warrant to purchase roughly 419,162 shares. Proceeds may be used for general corporate purposes and for early-stage design/engineering, infrastructure, procurement and other expenses related to the company's Muskogee, Oklahoma project. A press release was furnished on December 24, 2025.

Key Details

• Financing closed December 23, 2025; gross proceeds ~ $4.0M in exchange for a $4.8M senior secured convertible note and a warrant for ~419,162 shares.
• Note is non‑interest bearing and payable in twenty (20) monthly installments of $240,000 beginning 120 days after issuance; payments may be made in cash, common stock (Repayment Shares), or a combination.
• Repayment Share Price = 90% of the average of five consecutive daily VWAPs selected by the holder within a 20‑trading‑day lookback; conversion price is fixed at $5.837 per share (subject to anti‑dilution protections).
• Notes are secured by all assets of the company and its subsidiaries; the company pledges subsidiary equity and subsidiaries provided guarantees and related security documents. Company agreed to file a resale registration statement for the Repayment Shares and Warrant Shares within 45 days and to use best efforts to have it effective within 90 days after closing.

Why It Matters This 8-K discloses a material financing that creates a new secured, convertible obligation and gives the investor conversion and equity upside via warrants and conversion rights. The repayment and conversion mechanics could dilute existing shareholders if the holder elects conversion or repayment in stock. The funds are designated to advance the Muskogee project and general corporate needs, but the financing also increases secured debt and gives the investor collateral and subsidiary guarantees, which are important considerations for creditors and equity holders.