SDSTW CTO discloses 5.0M-share holding, minor sell-to-cover in Schedule 13D/A

Rhea-AI Filing Summary

On 23 June 2025, Chief Technical Officer Pablo Cortegoso filed Amendment No. 1 to his Schedule 13D covering Stardust Power Inc. (symbol SDSTW). The filing confirms that Cortegoso beneficially owns 5,006,616 common shares with sole voting and dispositive power, equal to 8.322 % of the 60,160,804 shares outstanding reported in the company’s 10-Q dated 14 May 2025.

The amendment records two recent, non-discretionary “sell-to-cover” transactions executed under a Rule 10b5-1 trading plan adopted on 13 December 2024:

• 16 June 2025: 2,355 shares sold to satisfy tax withholding on RSU vesting.
• 20 June 2025: 173,610 shares sold to cover tax obligations upon stock delivery.

No other trades were effected in the past 60 days. Source of funds is listed as “OO” (other) and the filer acts individually, with no group affiliations or pending legal matters disclosed. All other provisions of the original Schedule 13D filed 15 July 2024 remain unchanged.

The filing maintains transparency on insider ownership, showing Cortegoso’s continuing significant stake while clarifying that recent share sales were strictly for tax purposes.

Positive

• Continued significant insider stake: Cortegoso retains 5,006,616 shares, representing 8.322 % of outstanding stock.
• Transparent, timely disclosure: Amendment filed promptly, detailing reasons for share sales and confirming Rule 10b5-1 plan.

Negative

• Insider share sales: Total of 175,965 shares sold on 16 & 20 June 2025, modestly reducing insider ownership.
• Ownership dilution: Insider stake percentage decreases (exact prior level not provided), which some investors may view cautiously.

Insights

Financial Analyst

TL;DR: Insider still holds 8.3 % stake; recent sales were minor, tax-driven, and likely immaterial to valuation.

The amendment reiterates a sizeable insider position—over five million shares—supporting alignment with shareholders. The two disclosed sales total roughly 176 k shares (≈0.29 % of shares outstanding), executed under a pre-planned 10b5-1 arrangement solely to meet tax withholding. Such transactions do not normally signal a strategic shift or deteriorating sentiment. With no other material changes, the filing is largely administrative, though it does update float calculations and may slightly reduce daily insider ownership figures used in modeling.

Corporate Governance Expert

TL;DR: Amendment enhances disclosure; governance impact neutral, signals compliance.

The timely 13D/A demonstrates adherence to Section 13 reporting rules, reinforcing governance standards. By specifying the Rule 10b5-1 context and tax-related rationale, the filer mitigates potential negative perceptions of insider selling. Ownership above the 5 % threshold (8.322 %) keeps Cortegoso a reporting insider with potential influence on corporate decisions. No group activity or litigation is revealed. Overall governance impact is neutral—important for transparency but not materially altering control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Stardust Power Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

854936101

(CUSIP Number)

Pablo Cortegoso
15 E Putnam Ave, Suite 378,,
Greenwich, CT, 06830
800-742-3095

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/20/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 854936101

1

Name of reporting person

Pablo Cortegoso

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,006,616.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,006,616.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,006,616.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.322 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The percent of class is calculated based on the 60,160,804 shares of Common Stock outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, as filed with the SEC on May 14, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Stardust Power Inc.
(c)	Address of Issuer's Principal Executive Offices: 9112 N. KELLEY AVE, SUITE C, OKLAHOMA CITY, OKLAHOMA , 73131.
Item 1 Comment: This Amendment No. 1 (this "Statement") amends and supplements the Schedule 13D, originally filed on July 15, 2024 (the "Schedule 13D") relating to the Common Stock of the Issuer. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in rows 11 and 13 of the cover page to this Statement is incorporated by reference into this Item 5(a).
(b)	The information set forth in rows 7 through 10 of the cover page to this Statement is incorporated by reference into this Item 5(b).
(c)	On June 16, 2025, the Reporting Person sold 2,355 shares of Common Stock to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs") pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person. On June 20, 2025, the Reporting Person sold 173,610 shares of Common Stock to cover tax withholding obligations in connection with the delivery of Common Stock. Except as described above, the Reporting Person has not effected any transactions in Common Stock in the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pablo Cortegoso

Signature:	/s/ Pablo Cortegoso
Name/Title:	Pablo Cortegoso / Chief Technical Officer
Date:	06/23/2025

FAQ

How many Stardust Power (SDSTW) shares does Pablo Cortegoso currently own?

5,006,616 shares, equivalent to 8.322 % of the company’s outstanding common stock.

Why did Cortegoso sell Stardust Power shares in June 2025?

The 175,965 shares were sold under a Rule 10b5-1 plan purely to cover tax withholding on RSU vesting and stock delivery.

Does the 13D/A filing indicate any change in control at Stardust Power?

No. The amendment shows Cortegoso acting individually with no group and continues to hold a significant but minority 8.322 % stake.

When was the original Schedule 13D for SDSTW filed?

The original filing was submitted on 15 July 2024.

What is the CUSIP number for Stardust Power common stock?

The CUSIP number disclosed in the filing is 854936101.