Stardust Power Inc美国招股说明书(2025年5月20日版本)

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 Form 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- ●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”); 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 page 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 to 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 “Exchange Act”), and are subjectto reduced public company reporting requirements. As such, we have elected to comply with reduced public company reporting You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our CommonStock. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section titled “Risk Factors” beginning on page 5 of the Prospectus, and under similar headings in any Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation The date of this prospectus supplement is May 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 10-Q For the quarterly period ended March 31, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Not applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted andpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a larg