Stardust Power Inc美股招股说明书(2026-03-03版)

STARDUST POWER INC. 2,000,000 Shares of Common Stock This prospectus relates to the offer and resale of up to 2,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), ofStardust Power Inc. (the “Company” or “Stardust Power”) by B. Riley Principal Capital II, LLC (the “Selling Stockholder” or “B. Riley Principal CapitalII”). The Company may, in its discretion, elect to issue and sell Common Stock to the Selling Stockholder, from time to time after the date of this prospectus,pursuant to a Common Stock Purchase Agreement we entered into with the Selling Stockholder on February 12, 2026 (the “Purchase Agreement”). Such sharesof Common Stock represent shares that we may, in our sole discretion, elect sell to B. Riley Principal Capital II, from time to time after the date of thisprospectus, pursuant to the Purchase Agreement. We are filing this registration statement on Form S-1, of which this prospectus forms a part, to fulfill our contractual obligations under the PurchaseAgreement to provide for the resale by the Selling Stockholder of the Common Stock offered hereby. The registration of the Common Stock to which thisprospectus relates does not require the Selling Stockholder to sell any of their shares of Common Stock. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the sellingstockholder. However, we may receive up to $10 million aggregate gross proceeds (the “Aggregate Commitment Amount”) under the Purchase Agreementfrom sales of Common Stock we may elect to make to B. Riley Principal Capital II pursuant to the Purchase Agreement after the date of this prospectus. See“The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding B. Riley PrincipalCapital II. The Selling Stockholder may sell or otherwise dispose of all or a portion of the Common Stock being offered in this prospectus in a number of differentways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwisedispose of the Common Stock being offered in this prospectus. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a) (11) of theSecurities Act of 1933, as amended (the “Securities Act”). We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectusrelates by the selling stockholder, including legal and accounting fees. We have also engaged Seaport Global Securities LLC (“Seaport”), a registered broker-dealer and Financial Industry Regulatory Authority, Inc. (“FINRA”) member, to act as a “qualified independent underwriter” in this offering, whose fees andexpenses will be borne by the Selling Stockholder. See “Plan of Distribution (Conflict of Interest)” beginning on page 121. Our Common Stock is currently traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbol “SDST.” On February 27, 2026, theclosing sale price of our Common Stock as reported by Nasdaq was $3.43. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and a “smaller reporting company” as defined in Item 10(f) (1)of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to reduced public company reportingrequirements. As such, we have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements thatapply to an issuer that is an emerging growth company. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our Common Stock. On September 8, 2025, we effected a one-for-ten reverse stock split pursuant to which every ten shares of our issued and outstanding Common Stockwere reclassified as one share of Common Stock (the “Reverse Stock Split”). The Reverse Stock Split had no impact on the par value of our Common Stock orthe authorized number of shares of our Common Stock. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflectthe Reverse Stock Split. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled“Risk Factors” beginning on page 15 of this prospectus, and under similar headings in any amendments or supplements to this prospectus before youmake an investment decision. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated February 17, 2026 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 (the