Stardust Power Inc美股招股说明书(2026-05-08版)

Stardust Power Inc. Common Stock This prospectus supplement and the accompanying prospectus relate to the issuance and sale from time to time of shares ofour common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 through B. Riley Securities,Inc. (the “Agent”). These sales, if any, will be made pursuant to the terms of the At Market Issuance Sales Agreement dated May 8,2026 between us and the Agent (the “Sales Agreement”), which will be filed as an exhibit to a Current Report on Form 8-K to be filedwith the Securities and Exchange Commission. Under the terms of the Sales Agreement, we also may sell shares of our common stock to the Agent as principal for their ownaccounts at a price agreed upon at the time of the sale. Our common stock trades on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “SDST.” On May 6, 2026, the lastreported sale price of our common stock on Nasdaq was $2.49 per share. The Agent is not required to sell any specific number ordollar amount of shares of our common stock but will use their commercially reasonable efforts, as our agent and subject to the termsof the Sales Agreement, to sell the shares of our common stock offered, as instructed by us. The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 was approximately $29.3 million, which was calculated based on 10,385,366 shares of common stock outstanding as ofApril 30, 2026, of which 3,439,321 shares were held by affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event willwe sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month periodso long as our public float remains below $75,000,000. We have sold no securities pursuant to General Instruction I.B.6 of Form S-3during the 12 calendar months prior to and including the date of this prospectus supplement. Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page S-3 ofthis prospectus supplement. Sales of shares of our common stock under this prospectus supplement, if any, may be made by any method deemed to be an“at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).The Agent is not required to sell any specific number of shares of our common stock. The Agent has agreed to use its commerciallyreasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and us. There isno arrangement for funds to be received in any escrow, trust or similar arrangement. The Agent will be entitled to compensation under the terms of the Sales Agreement at a commission rate equal to up to 3.0%of the gross proceeds of the sales price of common stock that it sells as Agent and up to 5.0% of the gross proceeds of the sales price ofcommon stock sold to the Agent as principal. The net proceeds from any sales under this prospectus supplement will be used asdescribed under “Use of Proceeds” in this prospectus supplement. The proceeds we receive from sales of our common stock, if any,will depend on the number of shares actually sold and the offering price of such shares. In connection with the sale of our shares of common stock on our behalf, the Agent will be deemed to be an “underwriter”within the meaning of the Securities Act, and its compensation as Agent will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification and contribution to the Agent with respect to certain liabilities, including liabilitiesunder the Securities Act. See the section titled “Plan of Distribution” beginning on page S-4 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. B. Riley Securities Prospectus Supplement dated May 8, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiSUMMARYS-1RISK FACTORSS-3USE OF PROCEEDSS-4PLAN OF DISTRIBUTIONS-4EXPERTSS-5LEGAL MATTERSS-5CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-6INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-7WHERE YOU CAN FIND MORE INFORMATIONS-8 Prospectus 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 MATTERS25EXPERTS25S-i A