Stardust Power Inc.

Item Other 8.01 Events. On September 22, 2026, Stardust Power Inc. (the “Company”) filed the Amendment No.2 (the “Amendment No. 2”) to the Prospectus Supplement (as defined below) to update the maximum number of shares of the Company’s common stock (the “Placement Shares”) issuable pursuant to the At Market Issuance Sales Agreement between the Company and B. Riley Securities, Inc., dated May 8, 2026 (the “Sales Agreement”), to up to an additional aggregate of $6,076,872 of Placement Shares. The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-294938) filed with the Securities and Exchange Commission on April 9, 2026, and declared effective on April 16, 2026, as supplemented by the prospectus supplement, dated as of May 8, 2026 and as amended by Amendment No. 1, dated September 17, 2026. A copy of the legal opinion of Thompson Hine LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.