Stardust Power Inc美股招股说明书(2025-05-12版)

STARDUST POWER INC. 13,024,513 Shares of Common Stock This prospectus relates to the resale from time to time of up to 13,024,513 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), ofStardust Power, Inc. (the “Company” or “Stardust Power”) by the selling stockholders identified in this prospectus (the “Selling Stockholders”), including theirpledgees, assignees, donees, transferees or their respective successors-in-interest consisting of: ●150,000 shares of Common Stock issued to J.V.B. Financial Group, LLC, for services provided through its Cohen & Company Capital Markets division(“J.V.B.”) related to the Company’s business combination completed on July 8, 2024 (the “J.V.B. Shares”);●977,653 shares of Common Stock (the “December 6, 2024 Loan Shares”) issued to a Selling Stockholder as partial consideration for the purchase of$1,750,000 of promissory notes pursuant to a terms sheet dated December 6, 2024 (the “December 6, 2024 Loan”);●488,826 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued as partial consideration for the December6, 2024 Loan (the “December 6, 2024 Loan Warrants”);●754,187 shares of Common Stock (the “December 13, 2024 Loan Shares”) issued to Selling Stockholders as partial consideration for the purchase in theaggregate of $1,800,000 of promissory notes pursuant to a terms sheet dated December 13, 2024 and securities purchase agreement dated April 2025 (the“December 13, 2024 Loan”);●377,092 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued as partial consideration for the December13, 2024 Loan (the “December 13 2024 Loan Warrants”);●128,504shares of Common Stock (the “2024 Private Placement Shares”) issued to Selling Stockholders in a private placement pursuant to a terms sheetentered into on December 31, 2024 (the “2024 Private Placement”);●64,251 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock issued in the 2024 Private Placement (the “2024Private Placement Warrants”);●500,000 shares of Common Stock (the “License Agreement Shares”) issued to a Selling Stockholder pursuant to a License Agreement dated February 7,2025; and●9,584,000 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock (the “Inducement Warrants,” and togetherwith the December 6 2024 Loan Warrants, December 13 2024 Loan Warrants and 2024 Private Placement Warrants, the “Warrants”), issued to a SellingStockholder in connection with the exercise of existing warrants to purchase shares of Common Stock pursuant to a warrant inducement agreement date March16, 2025 (the “Warrant Inducement”). We are filing the registration statement on Form S-1, of which this prospectus forms a part, to fulfill certain contractual obligations with certain SellingStockholders to provide for the resale by such Selling Stockholders of the Common Stock offered hereby. See “Selling Stockholders” beginning on page 105 of thisprospectus for more information about the Selling Stockholders. The registration of the Common Stock to which this prospectus relates does not require the SellingStockholders to sell any of their shares of Common Stock. The Selling Stockholders, or its or their pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sellthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices the shares held by themdirectly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan ofDistribution” beginning on page 114 of this prospectus for more information about how the Selling Stockholders may sell their respective Common Stock. The SellingStockholders may be deemed “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the SellingStockholders. However, we may receive up to $17,405,743 aggregate gross proceeds if the Warrants are exercised for cash. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates bythe Selling Stockholder, including legal and accounting fees. Our Common Stock is currently traded on The Nasdaq Global Market (“Nasdaq”) under the trading symbol “SDST.” On May 7, 2025, the closing sale price ofour Common Stock as reported by Nasdaq was $0.4984. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and a “smaller reporting company” as defined in Item 10(f)(1) ofRegulation S-K of the Securities Exchange Act of 1934, as amended (the