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

STARDUST POWER INC.13,024,513 Shares of Common Stock 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 Stockpursuant to a warrant inducement agreement date March 16, 2025 (the “Warrant Inducement”).We are filing the registration statement on Form S-1, of which this prospectus forms a part, to fulfill certaincontractual obligations with certain Selling Stockholders to provide for the resale by such Selling Stockholders ofthe Common Stock offered hereby. See “Selling Stockholders” beginning on page 105 of this prospectus for moreinformation about the Selling Stockholders. The registration of the Common Stock to which this prospectus relatesdoes not require the Selling Stockholders to sell any of their shares of Common Stock.The Selling Stockholders, or its or their pledgees, assignees, donees, transferees or their respectivesuccessors-in-interest, from time to time may offer and sell through public or private transactions at prevailingmarket 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 describedin more detail in this prospectus. See “Plan of Distribution” beginning on page 114 of this prospectus for moreinformation about how the Selling Stockholders may sell their respective Common Stock. The Selling Stockholdersmay 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 thesale of our Common Stock by the Selling Stockholders. However, we may receive up to $17,405,743 aggregategross 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 ofCommon Stock to which this prospectus relates by the Selling Stockholder, including legal and accounting fees.Our Common Stock is currently traded on The Nasdaq Global Market (“Nasdaq”) under the tradingsymbol “SDST.” On May 7, 2025, the closing sale price of our 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 “smallerreporting company” as defined in Item 10(f)(1) of Regulation S-K of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and are subject to reduced public company reporting requirements. As such, wehave elected to comply with reduced public company reporting requirements. This prospectus complies with therequirements that apply to an issuer that is an emerging growth company.You should read this prospectus and any prospectus supplement or amendment carefully before you investin our Common Stock.Investing in our securities involves a high degree of risk. You should review carefully the risks anduncertainties described in the section titled“Risk Factors” beginning on page 5 of this prospectus, and undersimilar headings in any amendments or supplements to this prospectus before you make an investmentdecision.Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense.Prospectus dated May 8, 2025ABOUT THIS PROSPECTUSYou should rely only on the information we have provided in this prospectus and any related free writingprospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson orother person is authorized to give any information or to represent anything not contained in this prospectus, anyapplicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorizedinformation or representation. This prospectus is an offer to sell only the shares of Common Stock offered hereby,but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that theinformation in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery ofthis prospectus or any sale of a security.This prospectus includes statistical and other industry and market data that we obtained from industrypublications and research, surveys and studies conducted by third parties. Industry publications and third-partyresearch, surveys and studies generally indicate that their information has been obtained from sources believed to bereliable, although they do not guarantee the accuracy or completeness of such information. We believe that the dataobtained from these industr