Stardust Power Inc美国股票发行说明书(2026年5月8日版)

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, 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 terms 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 period 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 commercially 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 as 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 liabilities 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 to B. Riley Securities Prospectus Supplement dated May 8, 2026 Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering.The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. In theevent that the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by referenceinto this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extentthat a statement contained in this prospectus supplement or in any other subsequently filed document that is also incorporated by Neither we nor the Agent have authorized anyone to provide you with additional or different information. We take noresponsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offeringto sell shares of our common stock, and seeking offers to buy shares of our common stock, only in jurisdictions where offers and salesare permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or We are not, and the Agent is not, making an offer of our common stock in any jurisdiction where the offer is not permitted, Unless otherwise indicated or as the context otherwise requires, as used in this prospectus supplement, the words “we,” “us,”“our,”the“Company”and“ours”refer to Stardust Power Inc.and its consolidated subsidiaries and all references to the“accompanying prospectus” are to the accompanying prospectus dated April 16, 2026. Terms used in this prospectus supplement that SUMMARY This summary highlights information c