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 CommonStock issuable upon the exercise of warrants (the “Private Warrants”) that were originally issued in a private placement to GlobalPartner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), at a purchase price of $1.50 per warrant, at an exercise priceof $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 by Global Partner AcquisitionCorp II, a Cayman Islands exempted company (“GPAC II”), at a purchase price of $10.00 per unit in its initial public offering, at anexercise price of $11.50 per share. We will receive the proceeds from 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 this RegistrationStatement 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 certainNon-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) issued to the Sponsor atClosing (as defined below)in exchange for an equivalent number of Class B ordinary shares, par value $0.0001 per share, ofGPAC II that were originally purchased for approximately $0.003 per share;(c)up to 1,077,541 shares of Common Stock issued to PIPE Investors (as defined below) at Closing pursuant to certain PIPESubscription 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 at Closing (which ineach 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 Private Warrant.We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders 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, being offered for resalepursuant to this prospectus by the Selling Securityholders represent approximately 91.74% of shares of Common Stock (and assuming theexercise of all Warrants, 93.15% of Common Stock) outstanding as of April 28, 2025. Given the substantial number of shares of CommonStock being registered for potential resale by Selling Securityholders pursuant to this prospectus, the sale of shares of Common Stock orWarrants by the Selling Securityholders, 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 our Common Stock orWarrants or result in a significant decline in the public trading price of our Common Stock or Warrants. Even if our trading price ofCommon Stock is significantly below $10.00 per share, the offering price for the units offered in the IPO (as defined below), certain of theSelling Securityholders may still have an incentive to sell shares of Common Stock, because they purchased the shares at prices lowerthan the public investors or the current trading price of our Common Stock. We will only receive proceeds from the exercise of Warrants if and when the holders of the Warrants choose to exercise them.The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our CommonStock and the spread between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If the marketprice of our Common Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will choose to exercise. Therecan be no assurance that 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.” As such, it is possible thatwe may never generate any cash proceeds from the ex