Stardust Power adds $6.1M ATM stock capacity

Stardust Power updates its at-the-market program, allowing up to $6.1 million of additional common stock sales under current S-3 public float limits.

Rhea-AI Filing Summary

Stardust Power Inc. (SDST) is amending its existing at-the-market equity program with B. Riley Securities to reflect updated limits under General Instruction I.B.6 of Form S-3. Based on its current public float, the company may now offer and sell additional common stock with an aggregate offering price of up to $6,076,872 from time to time through the agent under the Sales Agreement. The company notes that, during the 12 months up to and including this amendment, it has already sold $5,793,011 of securities under the same instruction, and any future increase in capacity would require another supplement or amendment.

Key Figures

Additional ATM capacity: $6,076,872 Prior ATM capacity: $13,990,537 Public float: $20,067,410 +5 more

8 metrics

Additional ATM capacity $6,076,872 Aggregate offering price of additional common stock that may be sold through the agent

Prior ATM capacity $13,990,537 Aggregate offering price referenced for the original at-the-market program

Public float $20,067,410 Aggregate market value of non-affiliate common equity as of September 22, 2026 using July 24, 2026 price

Shares outstanding 40,577,021 shares Common stock outstanding as of the public float measurement date

Non-affiliate shares 38,102,677 shares Common shares held by non-affiliates used to compute public float

Public float reference price $1.58 per share Price on July 24, 2026 used to compute public float

Recent trading price $0.127 per share Last reported sale price on Nasdaq on September 21, 2026

Securities sold under I.B.6 in last 12 months $5,793,011 Total securities sold pursuant to General Instruction I.B.6 during the prior 12 months

Key Terms

At Market Issuance Sales Agreement, General Instruction I.B.6 of Form S-3, public float, prospectus supplement, +1 more

5 terms

At Market Issuance Sales Agreement financial

"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

"eligible to sell under our Registration Statement pursuant to the Sales Agreement 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

"Prospectus Supplement dated September 22, 2026"

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.

Nasdaq Capital Market market

"Our common stock trades on the Nasdaq Capital Market under the symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Offering Details

shelf/ATM · $6,076,872 aggregate offering price of additional shares under At Market Issuance Sales Agreement

Offering

Offering Type shelf/ATM

Securities Offered Common Stock

Offering Amount $6,076,872 aggregate offering price of additional shares under At Market Issuance Sales Agreement

FAQ

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

What is Stardust Power (SDST) registering in this 424B5 amendment?

Stardust Power is updating its at-the-market offering to permit sales of additional common stock with an aggregate offering price of up to $6,076,872 through B. Riley Securities under an existing At Market Issuance Sales Agreement, subject to Form S-3 General Instruction I.B.6 limits.

How much additional stock can SDST sell under this at-the-market program?

The company may offer and sell additional shares of common stock having an aggregate offering price of up to $6,076,872 from time to time through B. Riley Securities, in accordance with General Instruction I.B.6 of Form S-3 and the terms of the Sales Agreement.

What is Stardust Power’s current public float referenced in this amendment?

As of September 22, 2026, the aggregate market value of voting and non-voting common equity held by non-affiliates was $20,067,410, based on 40,577,021 outstanding common shares at a July 24, 2026 price of $1.58, of which 38,102,677 shares were held by non-affiliates.

How much has SDST already sold under Form S-3 General Instruction I.B.6?

During the 12 calendar months prior to and including the date of this amendment, Stardust Power has sold $5,793,011 of its securities pursuant to General Instruction I.B.6 of Form S-3, which counts toward the one-third public float limit for primary offerings.

What is the recent trading price of SDST common stock mentioned in the amendment?

On September 21, 2026, the last reported sale price of Stardust Power’s common stock on the Nasdaq Capital Market was $0.127 per share. This price is separate from the $1.58 share price used earlier to compute the company’s public float as of July 24, 2026.

What exchange lists Stardust Power (SDST) common stock?

Stardust Power’s common stock trades on the Nasdaq Capital Market under the symbol SDST, as stated in the amendment updating its at-the-market offering capacity under the Form S-3 shelf registration.

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

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Available on EDGAR 09/22/2026 - 05:14 PM EDT Accepted by SEC EDGAR 09/22/2026 - 05:13 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-294938

Amendment No.2 Dated September 22, 2026

To PROSPECTUS SUPPLEMENT dated May 8, 2026

(TO PROSPECTUS DATED, APRIL 16, 2026)

Up to $6,076,872

Stardust Power Inc.

Common Stock

This Amendment No. 2 (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, and as amended by Amendment No. 1, dated September 17, 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 $13,990,537 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 $6,076,872 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 21, 2026, the last reported sale price of our common stock on Nasdaq was $0.127 per share.

As of September 22, 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 24, 2026, of $1.58, was $20,067,410, based on 40,577,021 shares of outstanding common stock as of such date, of which 38,102,677 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 $5,793,011 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 22, 2026