Stardust Power Inc美股招股说明书(2025-11-14版)

STARDUST POWER INC. Up to 5,519,087 Shares of Common StockUp to 1,056,659 Shares of Common Stock Underlying WarrantsUp to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of ourregistration statement on Form S-1 (No. 333-281160). 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 September 30, 2025 filedwith the Securities and Exchange Commission (the “SEC”) on November 13, 2025 (the “Form 10-Q”). Accordingly, we haveattached the Form 10-Q to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer and resale from time to time by the selling securityholdersnamed in this Registration Statement or their permitted transferees (the “Selling Securityholders”) of the following: (i) up to 5,519,087 shares of common stock, par value $0.0001 per share (the “Common Stock”), consisting of: (a)up to 12,777 shares of Common Stock issued to former GPAC II Public Shareholders (as defined in the Prospectus) at Closing (asdefined in the Prospectus) pursuant to certain Non-Redemption Agreements (as defined in the Prospectus);(b)up to 400,000 shares of Common Stock (including 100,000 shares that are subject to forfeiture) issued to the Sponsor at Closingin exchange for an equivalent number of Class B ordinary shares, par value $0.0001 per share, of GPAC II that were originallypurchased for approximately $0.03 per share;(c)up to 107,754 shares of Common Stock issued to PIPE Investors (as defined in the Prospectus) at Closing pursuant to certain PIPESubscription Agreements (as defined in the Prospectus) at a purchase price of $93.50 per share;(d)up to 202,498 shares of Common Stock held by holders of vested RSU awards;(e)up to 4,239,390 shares of Common Stock issued to certain third parties and affiliates of Stardust Power at Closing (which in eachcase were issued as consideration in the Business Combination (as defined in the Prospectus) based on a value of $100.00 pershare); and(f)up to 556,666 shares of Common Stock issuable upon exercise of the Private Warrants (as defined in the Prospectus); and(ii) up to 5,566,667 Private Warrants, which were originally purchased at a price of $1.50 per Private Warrant. We will not receive any proceeds from the sale of shares of Common Stock or Warrants (as defined in the Prospectus) by theSelling Securityholders pursuant to the Prospectus or in any supplement to the Prospectus, except upon the exercise of Warrants. The shares of Common Stock, not including Common Stock issuable upon exercise of the Warrants, being offered for resalepursuant to the Prospectus or in any supplement to the Prospectus by the Selling Securityholders represent approximately 91.74% ofshares of Common Stock (and assuming the exercise of all Warrants, 93.15% of Common Stock) outstanding as of April 28, 2025.Given the substantial number of shares of Common Stock being registered for potential resale by Selling Securityholders pursuant tothe Prospectus and this prospectus supplement, the sale of shares of Common Stock or Warrants by the Selling Securityholders, or theperception in the market that the Selling Securityholders of a large number of holders of Common Stock or Warrants intend to sellsuch securities, could increase the volatility of the market price of our Common Stock or Warrants or result in a significant decline inthe public trading price of our Common Stock or Warrants. Even if our trading price of Common Stock is significantly below $100.00per share, the offering price for the units offered in the IPO (as defined in the Prospectus), certain of the Selling Securityholders maystill have an incentive to sell shares of Common Stock, because they purchased the shares at prices lower than the public investors orthe current trading price of our Common Stock. We will only receive proceeds from the exercise of Warrants if and when the holders of the Warrants choose to exercise them.The exercise of the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our CommonStock and the spread between the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If themarket price of our Common Stock is less than the exercise price of a holder’s Warrants, it is unlikely that holders will choose toexercise. There can be no assurance that the Warrants will be in the money prior to their expiration. In addition, our Warrant holdershave the option to exercise the Warrants on a cashless basis in certain circumstances. See “Description of Securities - Warrants” in theProspectus. As such, it is possible that we may never generate any cash proceeds from the exercise of our Warrants. We will bear all costs, expenses and fees in connection with the registration of the securities.