Stardust Power Inc美股招股说明书(2025-05-20版)

STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (No. 333-286883). This prospectus supplement is being filed to update and supplement theinformation in the Prospectus with the information contained in our Form 10-Q for the fiscal quarter ended March 31, 2025 filed withthe Securities and Exchange Commission (the “SEC”) on May 14, 2025 (the “Form 10-Q”). Accordingly, we have attached the Form10-Q to this prospectus supplement. This prospectus relates to the resale from time to time of up to 13,024,513 shares of Common Stock, par value $0.0001 pershare (the “Common Stock”), of Stardust Power, Inc. (the “Company” or “Stardust Power”) by the selling stockholders identified inthis prospectus (the “Selling Stockholders”), including their pledgees, 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 partialconsideration 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 aspartial consideration for the December 6, 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 partialconsideration for the purchase in the aggregate of $1,800,000 of promissory notes pursuant to a terms sheet dated December13, 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 aspartial consideration for the December 13, 2024 Loan (the “December 13 2024 Loan Warrants”);●128,504 shares of Common Stock (the “2024 Private Placement Shares”) issued to Selling Stockholders in a privateplacement pursuant to a terms sheet entered 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 the2024 Private Placement (the “2024 Private Placement Warrants”);●500,000 shares of Common Stock (the “License Agreement Shares”) issued to a Selling Stockholder pursuant to a LicenseAgreement 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 together with the December 6 2024 Loan Warrants, December 13 2024 Loan Warrants and2024 Private Placement Warrants, the “Warrants”), issued to a Selling Stockholder in connection with the exercise ofexisting warrants to purchase shares of Common Stock pursuant to a warrant inducement agreement date March 16, 2025 (the“Warrant Inducement”). The Selling Stockholders, or its or their pledgees, assignees, donees, transferees or their respective successors-in-interest,from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related to prevailingmarket prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers onterms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution” beginning on page114 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 CommonStock by the Selling Stockholders. However, we may receive up to $17,405,743 aggregate gross proceeds if the Warrants are exercisedfor cash. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock towhich 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 trading symbol “SDST.” OnMay 13, 2025, the closing sale price of our Common Stock as reported by Nasdaq was $0.7451. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and a “smaller reporting company” asdefined in Item 10(f)(1) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Ex