Stardust Power Inc美股招股说明书(2026-02-11版)

STARDUST POWER, INC. Up to 1,896,998 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 1,896,998 shares of our common stock by the selling stockholders, Lind Global Asset Management XIII LLC, a Delawarelimited liability company (“Lind”), and B. Riley Principal Capital II LLC (“B. Riley” and, together with Lind, the “selling stockholders”). These 1,896,998 shares consist of: (a) up to1,450,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion or repayment of a secured, 24-month, interest free convertible promissory note in theprincipal amount of $4,800,000 issued to Lind (the “Note”); (b) 411,245 shares of common stock (the “Warrant Shares” and, together with the Convertible Note Shares, the “Lind Shares”)issuable upon exercise of a common stock purchase warrant issued to Lind (the “Warrant” and, together with the Note, the “Lind Securities”); and (c) up to 35,753 shares of common stock(the “B. Riley Shares”) issued or issuable to B. Riley in connection with a letter agreement pursuant to which the Company and B. Riley mutually agreed to terminate on December 11, 2025,that certain Common Stock Purchase Agreement, dated October 7, 2024, as amended, and the related Registration Rights Agreement, entered as of the same date (the “B. RileyTransaction”). The Lind Shares and the B. Riley Shares are collectively referred to herein as the “Shares.” The Lind Securities were issued pursuant to that certain purchase agreement between us and Lind, dated December 23, 2025 (the “Purchase Agreement”). The B. Riley Shares are beingregistered pursuant to our contractual obligations to B. Riley. See “The Lind Transaction” for a description of the Purchase Agreement, and the B. Riley Transaction, and “SellingStockholders” for additional information regarding Lind. We are not offering any shares of our common stock for sale under this prospectus. We are registering the offer and resale of the Shares to satisfy contractual obligations owed by us to theselling stockholders pursuant to the Purchase Agreement and documents ancillary thereto and the agreements with B. Riley described herein. Our registration of the Shares covered by thisprospectus does not mean that the selling stockholders will offer or sell any of the Shares. Any of the Shares subject to resale hereunder will have been issued by us and acquired by theapplicable selling stockholder prior to any resale of such Shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the Shares in thisoffering. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of theShares. We will not receive any proceeds from the resale of the Shares by the selling stockholders pursuant to this prospectus. However, we will receive proceeds from the exercise of the Warrant ifLind exercises the Warrant for cash. The selling stockholders, or their permitted transferees or other successors-in-interest, may offer the Shares from time to time through public or private transactions at prevailing marketprices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how the selling stockholders may sell the Shares in the sectionentitled “Plan of Distribution” on page 119 in this prospectus. Our shares of common stock are currently listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “SDST.” The closing price of our shares of common stock on Nasdaq on We are an “emerging growth company,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements forthis prospectus and future filings. See “Prospectus Summary - Emerging Growth Company.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is February 9, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3THE OFFERING6RISK FACTORS7USE OF PROCEEDS31DETERMINATION OF OFFERING PRICE32DIVIDEND POLICY32MARKET INFORMATION32BUSINESS33UNAUDITED PRO-FORMA CONDENSED COMBINED FINANCIAL INFORMATION60NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS67MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS69MANAGEMENT93EXECUTIVE COMPENSATION99DIRECTOR COMPENSATION103CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS104SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT108DESCRIPTION OF OUR SECURITIES109SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES112MATERIAL U.S. FEDERAL