Stardust Power Inc美股招股说明书（2025-10-23版）

STARDUST POWER INC. 650,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May13, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectussupplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 8-K,filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025 (the “Form 8-K”). Accordingly, we haveattached the Form 8-K to this prospectus supplement. The Prospectus relates to the offer and resale of up to 650,000 shares of our common stock, $0.0001 per share (the “CommonStock”), by B. Riley Principal Capital II, LLC (the “Selling Stockholder”). The shares included in this Prospectus consist of shares ofCommon Stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time totime after the date of this Prospectus, pursuant to a Common Stock Purchase Agreement we entered into with the Selling Stockholderon October 7, 2024 (the “Purchase Agreement”), in which the Selling Stockholder has committed to purchase from us, at ourdirection, up to $50,000,000 of our Common Stock, subject to terms and conditions specified in the Purchase Agreement. Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “SDST”. On October 20, 2025, thelast reported sales price of our Common Stock was $5.27 per share. 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 requirementsthat apply to an issuer that is an emerging growth company. This prospectus supplement updates and supplements the information inthe Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, includingany 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 7 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 ofthese securities, or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representationto the contrary is a criminal offense. The date of this prospectus supplement is October 22, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported)October 1, 2025 (Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) onApril 8, 2025, Stardust Power Inc., a Delaware corporation (the “Company”) received Notice from Nasdaq indicating that, becausethe market value of the Company’s Common Stock had been below $50,000,000 for 30 consecutive business days, the Company nolonger complied with the minimum market value of listed securities requirement for continued listing on the Nasdaq Global Marketunder Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the “MVLS Rule”). The Company was provided with an initial co