Stardust Power Inc美股招股说明书(2026-04-07版)

STARDUST POWER INC. Up to 1,896,998 Shares of Common Stock This prospectus supplement supplements the prospectus dated February 9, 2026 (the “Prospectus”), which forms a part of our registration statement on FormS-1 (No. 333-293182). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourForm 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Form 10-K”). Accordingly, we have attached the Form 10-K tothis prospectus supplement. 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 AssetManagement XIII LLC, a Delaware limited liability company (“Lind”), and B. Riley Principal Capital II LLC (“B. Riley” and, together with Lind, the “sellingstockholders”). These 1,896,998 shares consist of: (a) up to 1,450,000 shares of common stock (the “Convertible Note Shares”) issuable upon the conversion orrepayment of a secured, 24-month, interest free convertible promissory note in the principal amount of $4,800,000 issued to Lind (the “Note”); (b) 411,245 shares ofcommon stock (the “Warrant Shares” and, together with the Convertible Note Shares, the “Lind Shares”) issuable upon exercise of a common stock purchase warrantissued 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 orissuable 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 certainCommon 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”). TheB. Riley Shares are being registered pursuant to our contractual obligations to B. Riley. See “The Lind Transaction” for a description of the Purchase Agreement, andthe B. Riley Transaction, and “Selling Stockholders” 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 contractualobligations owed by us to the selling stockholders pursuant to the Purchase Agreement and documents ancillary thereto and the agreements with B. Riley describedherein. Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of the Shares. Any of the Sharessubject to resale hereunder will have been issued by us and acquired by the applicable 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 this offering. 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 the Shares. 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 fromthe exercise of the Warrant if Lind 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 privatetransactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. We provide additional information about how theselling stockholders may sell the Shares in the section entitled “Plan of Distribution” on page 119 in this prospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbols “SDST”. On April 6, 2026, the last reported sales price of our Common Stockwas $2.78 per share. We are an “emerging growth company” and a “smaller reporting 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 requirements that apply to an issuer that is anemerging growth company and a smaller reporting company. This prospectus supplement updates and supplements the information in the Prospectus and is notcomplete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectussupplement, you should rely on the information in this prospectus supplement.