Stardust Power Inc美股招股说明书(2026-04-20版)

STARDUST POWER, INC. $100,000,000 Common StockPreferred StockDebt SecuritiesWarrantsPurchase ContractsDepositary SharesUnitsSubscription Rights From time to time, we may offer and sell up to an aggregate amount of $100,000,000 of any combination of the securities described inthis prospectus, either individually or in combination with other securities, in one or more offerings. The securities we may offer maybe convertible into or exercisable or exchangeable for other securities. We may offer the securities separately or together, in separateclasses or series and in amounts, at prices and on terms that will be determined at the time the securities are offered. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide asupplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities.The supplement may also add, update or change information contained in this prospectus with respect to that offering. You shouldcarefully read this prospectus and the applicable prospectus supplement, together with the documents we incorporate by reference,before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or moreunderwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers oragents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discountarrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectussupplement. See the sections of this prospectus entitled “about this prospectus” and “plan of distribution” for more information. Nosecurities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and termsof the offering of such securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties referencedunder the heading “risk factors” beginning on page 4 of this prospectus, as well as those contained in the applicable prospectussupplement and in any free writing prospectuses we have authorized for use in connection with a specific offering, and in theother documents that are incorporated by reference into this prospectus or the applicable prospectus supplement. This prospectus may not be used to offer or sell any of our securities unless accompanied by a prospectus supplement. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SDST.” On April 7, 2026, the last reportedsale price of our common stock was $2.68 per share. The applicable prospectus supplement will contain information, where applicable,as to other listings, if any, on Nasdaq or any securities market or other exchange of the securities covered by the applicable prospectussupplement. As of April 7, 2026, the aggregate market value of our outstanding common stock held by non-affiliates was approximately$17,572,484, based on 6,556,897 shares of common stock held by non-affiliates on such date, and based on the last reported sale priceof our common stock on April 7, 2026 of $2.68 per share. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellsecurities registered on the registration statement of which this prospectus forms a part with a value of more than one-third of theaggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value ofour common stock held by non-affiliates is less than $75,000,000. As of the date hereof, we have not offered any securities pursuant toGeneral Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is April 16, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INFORMATION INCORPORATED BY REFERENCE2COMPANY OVERVIEW3RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF WARRANTS12DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF PURCHASE CONTRACTS19DESCRIPTION OF DEPOSITARY SHARES20DESCRIPTION OF UNITS21DESCRIPTION OF SUBSCRIPTION RIGHTS22PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using a“shelf” registration process. Under this process, we may offer and sell any co