Stardust Power Inc美股招股说明书(2025-05-05版)

STARDUST POWER INC. Up to 55,190,875 Shares of Common StockUp to 10,566,596 Shares of Common Stock Underlying WarrantsUp to 5,566,667 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of up to 10,566,596 shares of common stock, par value$0.0001 per share (the “Common Stock”), of Stardust Power Inc. (the “Company” or “Stardust Power”),consisting of: (i) up to 5,566,667 shares of Common Stock issuable upon the exercise of warrants (the “PrivateWarrants”) that were originally issued in a private placement to Global Partner Sponsor II LLC, a Delaware limitedliability company (“Sponsor”), at a purchase price of $1.50 per warrant, at an exercise price of $11.50 per share;and (ii) up to 4,999,929 shares of Common Stock issuable upon the exercise of warrants (the “Public Warrants”and, together with the Private Warrants, the “Warrants”) that were originally issued as part of the units sold byGlobal Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC II”), at a purchase price of$10.00 per unit in its initial public offering, at an exercise price of $11.50 per share. We will receive the proceedsfrom any exercise of any Warrants for cash. This prospectus relates to the offer and resale from time to time by the selling securityholders named in thisRegistration Statement or their permitted transferees (the “Selling Securityholders”) of the following: (i) up to 55,190,875 shares of Common Stock, consisting of: (a)up to 127,777 shares of Common Stock issued to former GPAC II Public Shareholders (as defined below)pursuant to certain Non-Redemption Agreements (as defined below);(b)up to 4,000,000 shares of Common Stock (including 1,000,000 shares that are subject to forfeiture) issuedto the Sponsor at Closing (as defined below) in exchange for an equivalent number of Class B ordinaryshares, par value $0.0001 per share, of GPAC II that were originally purchased for approximately $0.003per share;(c)up to 1,077,541 shares of Common Stock issued to PIPE Investors (as defined below) at Closing pursuantto certain PIPE Subscription Agreements (as defined below) at a purchase price of $9.35 per share;(d)up to 2,024,985 shares of Common Stock held by holders of vested RSU awards;(e)up to 42,393,905 shares of Common Stock issued to certain third parties and affiliates of Stardust Power atClosing (which in each case were issued as consideration in the Business Combination based on a value of$10.00 per share); and(f)up to 5,566,667 shares of Common Stock issuable upon exercise of the Private Warrants; and(ii) up to 5,566,667 Private Warrants, which were originally purchased at a price of $1.50 per PrivateWarrant. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the SellingSecurityholders pursuant to this prospectus, except upon the exercise of Warrants. The shares of Common Stock, not including Common Stock issuable upon exercise of the Warrants, beingoffered for resale pursuant to this prospectus by the Selling Securityholders represent approximately 91.74% ofshares of Common Stock (and assuming the exercise of all Warrants, 93.15% of Common Stock) outstanding as ofApril 28, 2025. Given the substantial number of shares of Common Stock being registered for potential resale bySelling Securityholders pursuant to this prospectus, the sale of shares of Common Stock or Warrants by the SellingSecurityholders, or the perception in the market that the Selling Securityholders of a large number of holders ofCommon Stock or Warrants intend to sell such securities, could increase the volatility of the market price of ourCommon Stock or Warrants or result in a significant decline in the public trading price of our Common Stock orWarrants. Even if our trading price of Common Stock is significantly below $10.00 per share, the offering price forthe units offered in the IPO (as defined below), certain of the Selling Securityholders may still have an incentive tosell shares of Common Stock, because they purchased the shares at prices lower than the public investors or thecurrent trading price of our Common Stock. We will only receive proceeds from the exercise of Warrants if and when the holders of the Warrantschoose to exercise them. The exercise of the Warrants, and any proceeds we may receive from their exercise, arehighly dependent on the price of our Common Stock and the spread between the exercise price of the Warrants andthe price of our Common Stock at the time of exercise. If the market price of our Common Stock is less than theexercise price of a holder’s Warrants, it is unlikely that holders will choose to exercise. There can be no assurancethat the Warrants will be in the money prior to their expiration. In addition, our Warrant holders have the option toexercise the Warrants on a cashless basis in certain circumstances. See “Description of Securities - Warrants.” Assuch, it is possible that we may never generate any cash proceeds from the exercise