[424B3] Stardust Power Inc. Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Stardust Power Inc. filed a prospectus supplement tied to its Form S-1 to update investors and to register the offer and resale of up to 650,000 shares of common stock by B. Riley Principal Capital II, LLC under a Common Stock Purchase Agreement allowing purchases of up to $50,000,000 of stock, subject to its terms. SDST last traded at $5.27 on October 20, 2025.

The supplement attaches a Form 8-K noting that on October 1, 2025 the company received a Nasdaq staff delisting determination for failing to regain compliance with the $50,000,000 market value of listed securities requirement. Stardust Power plans to request a hearing, which will automatically stay delisting pending a Panel decision and any extension. The company previously regained compliance with the $15 million Market Value of Publicly Held Shares and the $1.00 minimum bid price by September 15, 2025.

Positive

• None.

Negative

• Nasdaq staff delisting determination received on October 1, 2025 for failing the $50,000,000 MVLS requirement

Insights

Capital markets & listing compliance analyst

Resale registration proceeds alongside a Nasdaq delisting process.

Stardust Power updated its shelf materials to cover the offer and resale of up to 650,000 common shares tied to an equity purchase agreement where B. Riley Principal Capital II may buy up to $50,000,000 of stock, per the agreement’s conditions. This structure typically permits periodic issuances at the issuer’s discretion, with subsequent resales by the selling holder.

Separately, on October 1, 2025 the company received a Nasdaq staff delisting determination for not meeting the $50,000,000 market value of listed securities standard. The company will request a hearing, which stays delisting until the Panel’s decision. Earlier notices for the $15,000,000 Market Value of Publicly Held Shares and the $1.00 bid price were cleared by September 15, 2025.

Near term activity depends on the Panel process and any plan presented, including a potential transfer to the Nasdaq Capital Market. Actual outcomes will hinge on the Panel’s decision and timing as described.

Filed Pursuant to Rule 424(b)(3) and Rule 424(c)

Registration Statement No. 333-282536

PROSPECTUS SUPPLEMENT NO. 13

(to Prospectus dated November 6, 2024, as amended)

STARDUST POWER INC.

650,000 SHARES OF COMMON STOCK

This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

The Prospectus relates to the offer and resale of up to 650,000 shares of our common stock, $0.0001 per share (the “Common Stock”), by B. Riley Principal Capital II, LLC (the “Selling Stockholder”). The shares included in this Prospectus consist of shares of Common Stock that we have issued or that we may, in our discretion, elect to issue and sell 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 October 7, 2024 (the “Purchase Agreement”), in which the Selling Stockholder has committed to purchase from us, at our direction, up to $50,000,000 of our Common Stock, subject to terms and conditions specified in the Purchase Agreement.

Our Common Stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “SDST”. On October 20, 2025, the last reported sales price of our Common Stock was $5.27 per share.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

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 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 22, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 1, 2025

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39875		99-3863616
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 E. Putnam Ave, Suite 378, Greenwich, CT 06830

(Address of principal executive offices)

(800) 742-3095

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SDST		The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		SDSTW		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported in a Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2025, Stardust Power Inc., a Delaware corporation (the “Company”) received Notice from Nasdaq indicating that, because the market value of the Company’s Common Stock had been below $50,000,000 for 30 consecutive business days, the Company no longer complied with the minimum market value of listed securities requirement for continued listing on the Nasdaq Global Market under Rule 5450(b)(2)(A) of Nasdaq Listing Rules (the “MVLS Rule”).

The Company was provided with an initial compliance period of 180 calendar days, or until September 30, 2025, to regain compliance with the MVLS Rule. The Company did not regain compliance with the MVLS Rule during the allotted time period.

Accordingly, on October 1, 2025, the Company received a staff delist determination letter from the Nasdaq Listing Qualifications Department, as a result of its failure to regain compliance with the MVLS Rule.

The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). This hearing request will automatically stay Nasdaq’s delisting of the Company’s common stock and warrants pending the Panel’s decision and any extension provided by the Panel. The Company intends to present its plan of compliance, which may include a transfer to the Nasdaq Capital Market listing tier.

As previously reported by Stardust on March 24, 2025, the Company received deficiency letters from the Staff on March 18, 2025, and March 19, 2025, notifying the Company that it was not in compliance with (i) Nasdaq Listing Rule 5450(b)(2)(C) requiring a listed company to maintain a minimum Market Value of Publicly Held Shares, as defined by Nasdaq, of $15 million and (ii) Nasdaq Listing Rule 5450(a)(1) requiring a listed company to maintain a minimum bid price of $1.00 per share, respectively (such requirements, the “Listing Requirements”). In accordance with Nasdaq rules, the Company successfully achieved compliance with these Listing Requirements within the stipulated given period of 180 calendar days (or by/until September 15, 2025).  

Forward Looking Statements

This current report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than expected, which shorter timeline(s) may be unfavorable for the Company and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STARDUST POWER INC.
Date: October 3, 2025	By:	/s/ Roshan Pujari
	Name:	Roshan Pujari
	Title:	Chief Executive Officer

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FAQ

What did SDST register in this prospectus supplement?

The filing covers the offer and resale of up to 650,000 shares of common stock by B. Riley Principal Capital II, LLC.

What agreement supports the SDST share sales to B. Riley?

A Common Stock Purchase Agreement dated October 7, 2024 under which B. Riley committed to purchase up to $50,000,000 of common stock, subject to its terms.

What Nasdaq action did Stardust Power disclose?

On October 1, 2025, the company received a staff delisting determination for not regaining compliance with the $50,000,000 MVLS requirement.

How will the Nasdaq hearing affect SDST’s listing in the interim?

Requesting a hearing will automatically stay delisting pending the Panel’s decision and any extension.

Which Nasdaq deficiencies did SDST previously cure?

It regained compliance with the $15 million Market Value of Publicly Held Shares and the $1.00 minimum bid price by September 15, 2025.

What is SDST’s trading symbol and recent price?

The symbol is SDST and the last reported sales price was $5.27 on October 20, 2025.