Stardust Power Inc美股招股说明书(2025-12-05版)

STARDUST POWER INC. Up to 5,519,087 Shares of Common StockUp to 1,056,659 Shares of Common Stock Underlying Warrants This prospectus supplement updates, amends and supplements the prospectus dated May 5, 2025 (the “Prospectus”), whichforms a part of our registration statement on Form S-1 (No. 333-281160). Capitalized terms used in this prospectus supplement and nototherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except Our Common Stock and Warrants are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “SDST” and“SDSTW,” respectively. On December 4, 2025, the last reported sales price of our Common Stock was $3.61 per share and the last 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 is 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 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 December 5, 2025. ABOUT THIS PROSPECTUS SUPPLEMENT We are filing this prospectus supplement to amend and update the “Principal Stockholders” and “Selling Securityholders” tables andthe applicable footnotes of the Prospectus to reflect a distribution of an aggregate of 31,819 shares of Stardust Power Inc. commonstock, par value $0.0001 per share (the “Common Stock”), from Roshen Pujari (the “transferor”), one of the selling securityholderspreviously identified in the Prospectus, to an entity affiliated with the transferor. This prospectus supplement is not increasing the COVER PAGE OF THE PROSPECTUS Directly following clause (ii) of the second paragraph on the cover page of the Prospectus, the below language shall be inserted: On December 1, 2025, 31,819 shares of Common Stock, were distributed by the transferor to individuals and entities affiliated withthe transferor. PRINCIPAL STOCKHOLDERS 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) 9,817,809 shares of Common Stock and (ii) 1,043,080 shares of Common Stock underlyingthe Warrants for a total of 10,860,889 shares of Common Stock as of December 4, 2025, adjusted as required by rules promulgated by (1)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 85,000 shares of (2)This amount includes 343,745 shares of Common Stock held directly by Roshan Pujari, 465,286 shares of Common Stockheld by Energy Transition Investors LLC, 1,087,279 shares of Common Stock held by 7636 Holdings LLC, 141,888 shares ofCommon Stock held by VIKASA Clean Energy I LP and 46,022 shares of Common Stock held by Roshan Pujari’s spouse,Maggie Clayton. The business address of Energy Transition Investors LLC, 7636 Holdings LLC and VIKASA Clean Energy ILP is 6608 N Western Avenue, 466, Nichols Hills, OK 73116. The business address of Mr. Pujari and Ms. Clayton is 15 E.Putnam Avenue, #139, Greenwich, CT 06830.(3)This amount includes 80,999 shares of Common Stock held by VKK Holdings LLC, of which Mr. Rankin is a member. Mr.Rankin may be deemed to share beneficial ownership of the shares of Common Stock held of record by VKK Holdings LLC.(4)Unless otherwise noted, the business address of each of our executive officers and directors is 15 E. Putnam Ave, #139,Greenwich, CT 06830. SELLING SECURITYHOLDERS The information in the table that appears under the caption “Selling Securityholders” on pages 120 through 125 of the Prospectus ismodified by replacing the previous table rows for the below entities and individuals, as w