Stardust Power Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from __________ to __________Commission File Number:001-39875 STARDUST POWER INC.(Exact name of registrant as specified in its charter) Not applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted and pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act. (Check one): ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the registrant, as of December 31, 2024, the last business day of the registrant’s most recentlycompleted year end, was $38,684,080(based on the closing price for shares of the registrant’s common stock as reported by The Nasdaq Global Select Market on that date). As of March 24, 2025, there were57,894,974shares of common stock, par value $0.0001per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement (the “Proxy Statement”) for its 2025 Annual Meeting of Stockholders, to be filed within 120 days after the end ofthe fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated byreference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof. Table of Contents Item 1.Business1Item 1A.Risk Factors34Item 1B.Unresolved Staff Comments61Item 1C.Cybersecurity61Item 2Properties61Item 3.Legal proceedings61Item 4.Mine Safety Disclosure61 Item 5.Market for Registrant’s Common Equity, Related Stock Matters and Issuer Purchases of Equity Securities62Item 6.[Reserved]62Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk85Item 8.Financial Statements and Supplementary Data87Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure88Item 9A.Controls and Procedures88Item 9B.Other Information89Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections89 PART III89Item 10.Directors, Executive Officers and Corporate Governance89Item 11.Executive Compensation90Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90Item 13.Certain Relationships and Related Transactions, and Director Indepe