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Stardust Power Inc. American Depositary Share Prospectus (Version as of February 17, 2026)

2026-02-17美股招股说明书H***
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Stardust Power Inc. American Depositary Share Prospectus (Version as of February 17, 2026)

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 supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a part of our registrationstatement on Form S-1 (No. 333-281160). This prospectus supplement is being filed to update and supplement the information in the Prospectus withthe information contained in our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2026 (the “Form 8-K”).Accordingly, we have attached the Form 8-K to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer and resale from time to time by the selling securityholders named in thisRegistration 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 (as defined in theProspectus) 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 Closing in exchange foran equivalent number of Class B ordinary shares, par value $0.0001 per share, of GPAC II that were originally purchased for approximately (c)up to 107,754 shares of Common Stock issued to PIPE Investors (as defined in the Prospectus) at Closing pursuant to certain PIPE SubscriptionAgreements (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 each case wereissued as consideration in the Business Combination (as defined in the Prospectus) based on a value of $100.00 per share); 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 the SellingSecurityholders 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 resale pursuant to theProspectus or in any supplement to the Prospectus by the Selling Securityholders represent approximately 91.74% of shares of Common Stock (andassuming the exercise of all Warrants, 93.15% of Common Stock) outstanding as of April 28, 2025. Given the substantial number of shares ofCommon Stock being registered for potential resale by Selling Securityholders pursuant to the Prospectus and this prospectus supplement, the sale ofshares of Common Stock or Warrants by the Selling Securityholders, or the perception in the market that the Selling Securityholders of a largenumber of holders of Common Stock or Warrants intend to sell such securities, could increase the volatility of the market 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 exerciseof the Warrants, and any proceeds we may receive from their exercise, are highly dependent on the price of our Common Stock and the spreadbetween the exercise price of the Warrants and the price of our Common Stock at the time of exercise. If the market price of our Common Stock isless than the exercise price of a holder’s Warrants, it is unlikely that holders will choose to exercise. There can be no assurance that the Warrants will We will bear all costs, expenses and fees in connection with the registration of the securities. The Selling Securityholders will bear allcommissions and discounts, if any, attributable to their respective sales of the securities. Our registration of the securities covered by the Prospectus or in any prospectus supplement does not mean that either we or the SellingSecurityholders will issue, offer or sell, as applicable, any of the Common Stock. The Selling Securityholders may offer and sell the securitiescovered by the Prospectus or in any prospectus supplement in a number of different ways and at varying prices. We provide more information about You should read the Prospectus, this prospectus supplement and any prospectus supplement or amendment carefully before you invest in ourCommon Stock or Warrants. Our Common Stock and Warrants are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “SDST” and “SDSTW,”respectively. On February 12, 2026, the last reported sales price of our Common St