Stardust Power opens $8.99M at-the-market sale

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) is amending its at-the-market offering program to permit sales of up to $8,990,537 of common stock under its existing Form S-3 shelf and At Market Issuance Sales Agreement with B. Riley Securities, Inc. This reflects the maximum amount currently eligible for sale under General Instruction I.B.6 of Form S-3 based on the company’s public float.

As of September 17, 2026, the aggregate market value of common equity held by non-affiliates was $13,990,523, based on 26,321,826 shares outstanding, of which 23,847,482 were held by non-affiliates at a reference price of $1.76. During the 12 months up to this amendment, the company sold $4,999,985 of securities under Instruction I.B.6, and its stock last traded at $0.16 per share on Nasdaq on September 16, 2026.

Filing Explained

The $8,990,537 ceiling permits potential new-share issuance, but this filing reports neither shares sold nor proceeds received.

The September 17 amendment updates the ATM program's maximum capacity to $8,990,537; it does not report that shares were sold, so dilution of existing holders remains conditional on later sales.

An ATM program permits gradual issuance into the market at prevailing prices, while an S-3 registration provides future selling capacity rather than completing an issuance.

The latest reported Q2 figures put available cash and investments at 26.7 days of that quarter's operating cash use, on the supplied historical comparison.

The company says it would file another prospectus supplement or amendment before making additional sales if it later becomes able to sell further amounts under the Form S-3 limit.

Sources and calculations

• Stardust Power Form 424B5 Amendment No. 1 (2026-09-17)
• Form S-3 purpose (undated)
• At-the-market program (undated)
• Dilution (undated)
• Stardust Power Q2 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($540,264 + $28,802) / ($1,937,350 / 91) = 26.7 days

Key Figures

ATM aggregate offering capacity: $8,990,537 Public float (non-affiliate equity value): $13,990,523 Shares outstanding: 26,321,826 shares +4 more

7 metrics

ATM aggregate offering capacity $8,990,537 Maximum aggregate offering price of common stock that may be sold under the Sales Agreement after this amendment

Public float (non-affiliate equity value) $13,990,523 Aggregate market value of voting and non-voting common equity held by non-affiliates as of September 17, 2026, using a July 22, 2026 price

Shares outstanding 26,321,826 shares Common stock outstanding as of September 17, 2026

Non-affiliate shares 23,847,482 shares Common stock held by non-affiliates as of September 17, 2026

Reference price for float computation $1.76 per share Price on July 22, 2026 used to compute non-affiliate equity value

Last reported Nasdaq sale price $0.16 per share Closing price of SDST common stock on September 16, 2026

Securities sold under I.B.6 in prior 12 months $4,999,985 Total securities sold pursuant to General Instruction I.B.6 during the 12 months up to this amendment

Key Terms

At Market Issuance Sales Agreement, General Instruction I.B.6 of Form S-3, public float, prospectus supplement

4 terms

At Market Issuance Sales Agreement financial

"offer and sale of shares of our common stock ... through B. Riley Securities, Inc. pursuant to the terms of the At Market Issuance Sales Agreement"

An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.

General Instruction I.B.6 of Form S-3 regulatory

"we are eligible to sell under our Registration Statement ... under General Instruction I.B.6 of Form S-3"

public float financial

"As a result of these limitations and the current public float of our common stock"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

prospectus supplement regulatory

"This Amendment No. 1 to the prospectus supplement and the accompanying prospectus amends and supplements the information"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Stardust Power Inc. (SDST) registering in this amendment?

Stardust Power Inc. is updating its at-the-market program to allow sales of up to $8,990,537 of common stock through B. Riley Securities, Inc. under its existing Form S-3 shelf registration and Sales Agreement.

How does Form S-3 General Instruction I.B.6 affect SDST’s ATM offering?

General Instruction I.B.6 limits SDST from selling securities in a public primary offering exceeding one-third of its public float in any 12-month period while its float is below $75.0 million. The $8,990,537 ATM capacity is calculated under this constraint.

What is Stardust Power’s public float and share count as of September 17, 2026?

As of September 17, 2026, Stardust Power reported an aggregate market value of non-affiliate common equity of $13,990,523, based on 26,321,826 shares outstanding, of which 23,847,482 shares were held by non-affiliates, using a reference price of $1.76 per share.

How much has SDST already sold under Instruction I.B.6 in the past 12 months?

During the 12 calendar months prior to and including the date of this amendment, Stardust Power sold $4,999,985 of its securities pursuant to General Instruction I.B.6 of Form S-3.

What is the recent Nasdaq trading price for SDST common stock?

On September 16, 2026, the last reported sale price of Stardust Power’s common stock on the Nasdaq Capital Market under the symbol SDST was $0.16 per share.

Will Stardust Power file further supplements for additional ATM sales?

The company states that if it becomes able to sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, it will file another prospectus supplement or amendment before making such additional sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 06:05 AM Accepted by SEC EDGAR 09/17/2026 - 07:58 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294938

Amendment No.1 Dated September 17, 2026

To PROSPECTUS SUPPLEMENT dated May 8, 2026

(TO PROSPECTUS DATED, APRIL 16, 2026)

Up to $8,990,537

Stardust Power Inc.

Common Stock

This Amendment No. 1 (the “Amendment”) to the prospectus supplement and the accompanying prospectus amends and supplements the information in the prospectus, dated April 16, 2026 (the “Prospectus”), filed with the Securities and Exchange Commission as part of our registration statement on Form S-3 (File No. 333-294938) (the “Registration Statement”), as previously supplemented by our prospectus supplement, dated May 8, 2026, (the “Prospectus Supplement,” and, together with the Prospectus, the “Prior Prospectus”), relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $5,000,000 through B. Riley Securities, Inc. (the “Agent”) pursuant to the terms of the At Market Issuance Sales Agreement dated May 8, 2026 between us and the Agent (the “Sales Agreement”). This Amendment should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any future amendments or supplements thereto.

We are filing this Amendment to amend the Prior Prospectus to update the maximum amount of shares that we are eligible to sell under our Registration Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell additional shares of our common stock having an aggregate offering price of up to $8,990,537 from time to time through the Agent. In the event that we may sell additional amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement or amendment prior to making such additional sales.

Our common stock trades on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “SDST.” On September 16, 2026, the last reported sale price of our common stock on Nasdaq was $0.16 per share.

As of September 17, 2026, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold on July 22, 2026, of $1.76, was $13,990,523, based on 26,321,826 shares of outstanding common stock as of such date, of which 23,847,482 shares were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this Amendment, we have sold $4,999,985 of our securities pursuant to General Instruction I.B.6 of Form S-3.

Investing in the common stock involves risks that are described in the “Risk Factors” section beginning on page S-3 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

B. Riley Securities

Prospectus Supplement dated September 17, 2026