Stardust Power Inc美股招股说明书(2025-07-17版)

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 supplement updates, amends and supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-281160). Capitalized terms used in this prospectus supplement andnot otherwise defined herein have the meanings specified in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.Our Common Stock and Warrants are listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “SDST” and sales price of our Warrants was $0.06 per Warrant.We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to complywith reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there isany inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information inthis prospectus supplement. 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 6 of the Prospectus, and under similar headings in anyamendments or supplements to the Prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of increasing the number of shares of Common Stock or Warrants being offered under the Prospectus, but only reflecting the transfer ofpreviously registered Common Stock and Warrants. On June 18, 2025, 103,817 shares of Common Stock, were distributed by the transferor to individuals and entities affiliated with the The information in the table that appears under the caption “Principal Stockholders” on page 119 of the Prospectus is modified byreplacing the previous corresponding rows in the table, as well as the corresponding footnotes, with the information below.Applicable percentages are based on (i) 84,447,421 shares of Common Stock and (ii) 10,430,800 shares of Common Stock underlying Number of Shares% of ClassName of Beneficial OwnersNumber of Shares% of ClassFive percent holders:Endurance Antarctica Partners II, LLC(1)6,070,495Roshan Pujari(2)21,144,284Pablo Cortegoso(5)4,944,764 Udaychandra Devasper(4)510,295Pablo Cortegoso(4)4,944,764Chris Edward Celano13,075 Mark Rankin(3)819,419Sudhindra Kankanwadi(4)9,425Michael Earl Cornett Sr.(4)9,425 Antarctica Endurance Manager, LLC, is the general partner of Endurance Antarctica Partners II, LLC. Voting and investmentdecisions with respect to the reported securities are made by a majority vote of three managers. Includes 850,001 shares ofCommon Stock subject to vesting based on earnout conditions and 5,220,494 shares of Common Stock underlying Warrants shared investment power over the securities described in this footnote. The business address of Atlas and Mr. Ellis is 477Madison Ave., 22nd Floor New York, New York 10022.(12)Consists of 16,426 Common Stock allocated to investors managed by Sandia Investment Management LP (“Sandia”). SandiaInvestment Management LLC is the general partner of Sandia. Tim Sichler serves as Founder & CIO of the general partner ofSandia, and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investmentpower over the securities described in this footnote. The business address of these entities and Mr. Sichler is 201 WashingtonStreet, Boston, Massachusetts 02108.(13)Consists of 9,204 shares of Common Stock held by Charles Egas, a U.S. citizen. The address of Mr. Egas is 6941 Forest TreeLane Oklahoma City, Oklahoma 73150.(14)Consists of 6,903 shares of Common Stock held by Dane Walin, a U.S. citizen. The address of Mr. Walin is 1101 AuwahaPlace, Haiku, Hawaii 96708.(15)Consists of 92,045 shares of Common Stock held by Heather Farley, a U.S. citizen. The address of Ms. Farley is 1218 NW 46th St., Oklahoma City, Oklahoma, 73118. (18)Consists of 92,045 shares of Common Stock held in the name Eric Carnell, a U.S. citizen, of which 25,575 shares are inprocess of repurchase. The address of Mr. Carnell is 4533 48th Avenue South, Seattle, WA 98118.(20)Consists of 460,224 shares of Common Stock held by John Riesenberg, a U.S. citizen. The address of Mr. Riesenberg is 2128NW 26th Street, Oklahoma City, Oklahoma 73107.(21)Consists of 230,112 shares of Common Stock held by Michael Thompson, a U.S. citizen. The address of Mr. Thompson is3245 W. Park Place, Oklahoma City, Oklahoma 73107.(22)Consists of 100,674 shares of Common Stock held by William Tates, a U.S. citizen. The address of Mr. Tates is 9411 MountLogan Missouri City, Texas 77459.(23)Consists of 102,630 shares of Common Stock h