[SCHEDULE 13D/A] Stardust Power Inc. Warrant SEC Filing

Rhea-AI Filing Summary

Amendment No. 2 to Schedule 13D filed on 06/20/2025 discloses updated insider ownership of Stardust Power Inc. common stock by Chief Executive Officer Roshen Pujari.

After recent transfers and a small tax-related sale, Pujari now beneficially owns 26,394,284 shares, representing 43.9 % of the 60,160,804 shares outstanding as of 05/13/2025. He retains sole voting and dispositive power over all shares reported and has no shared voting or dispositive authority.

Recent transactions specifically detailed:

• 16 Apr 2025 – transfer of 1,500,000 shares to an irrevocable trust for his child (no consideration).
• 17 Apr 2025 – additional transfer of 1,380,000 shares to the same trust (no consideration).
• 16 Jun 2025 – sale of 9,350 shares under a Rule 10b5-1 plan solely to satisfy tax-withholding from RSU vesting.
• 18 Jun 2025 – transfer of 103,817 shares held via Vikasa Clean Energy I L.P. to certain limited partners (no additional consideration).

Pujari disclaims beneficial ownership of all shares moved to the trust or distributed to limited partners. Except for the above, no other transactions occurred in the past 60 days. The amendment leaves all other portions of the original 13D in effect.

Positive

• CEO retains a controlling 43.9 % stake, supporting alignment with shareholder interests and strategic continuity.
• Transfers were non-economic estate-planning and partner distributions, limiting direct market supply pressure.

Negative

• Reportable insider ownership declined following trust and LP transfers, marginally reducing the CEO’s percentage control.
• Potential future share distribution from trusts or LPs could introduce incremental float over time, though not immediate.

Insights

Financial Analyst

TL;DR (25 words): CEO still controls 43.9 % after estate and partner transfers; only 9.3k shares sold for tax—no material change to ownership structure.

The filing confirms Roshen Pujari’s dominant insider position despite a series of largely non-economic transfers. The new 43.9 % stake, although modestly lower than before, still conveys effective control and strong alignment with shareholders. The tiny 9,350-share sale (<0.04 % of holdings) was automatic for tax, signalling no discretionary divestment. Because transfers were for trust and limited-partner distributions, liquidity impact appears minimal. Overall, the amendment is routine and carries limited valuation implications.

Corporate Governance Expert

TL;DR (25 words): Estate-planning and LP distributions reduce reportable stake but CEO maintains sole voting power; governance dynamics remain unchanged.

From a governance perspective, Pujari’s transfers to an irrevocable trust and LPs shift legal ownership without altering control. The trust and LP recipients lack voting rights he retains elsewhere, preserving board influence. The update demonstrates regulatory transparency and adherence to Rule 10b5-1 for tax sales. Because the CEO still commands over 40 % of votes, investors should not expect immediate shifts in strategic direction or takeover vulnerability. Therefore, the amendment is neutral in governance impact.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Stardust Power Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

854936101

(CUSIP Number)

Roshen Pujari
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)

06/18/2025

(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

Roshen Pujari

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 26,394,284.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,394,284.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,394,284.00

12

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

13

Percent of class represented by amount in Row (11)

43.9 %

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. 2 (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 April 16, 2025 and April 17, 2025, the Reporting Person transferred 1,500,000 and 1,380,000 shares of Common Stock, respectively, for no consideration to an irrevocable trust for the benefit of the Reporting Person's child. After giving effect to such transfers, the Reporting Person ceased to have voting or dispositive power such the shares of Common Stock held by the trust and, accordingly, specifically disclaims beneficial ownership thereof. On June 16, 2025, the Reporting Person sold 9,350 shares of Common Stock, to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units pursuant to a Rule 10b5-1 trading plan adopted on November 29, 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 18, 2025, the Reporting Person transferred 103,817 shares of Common Stock held by Vikasa Clean Energy I L.P., beneficially owned by the reporting person, for no additional consideration, to certain limited partners. After giving effect to such transfers, the Reporting Person ceased to have voting or dispositive power such the shares of Common Stock held by the trust and limited partners and, accordingly, specifically disclaims beneficial ownership thereof. Except as described above, the Reporting Person has not effected any transactions in Class A 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.

Roshen Pujari

Signature:	/s/ Roshen Pujari
Name/Title:	Roshen Pujari / Chief Executive Officer
Date:	06/20/2025

FAQ

How many Stardust Power (SDSTW) shares does CEO Roshen Pujari now beneficially own?

He reports 26,394,284 shares, equal to 43.9 % of outstanding common stock.

What insider transactions were disclosed in the June 20 2025 Schedule 13D/A?

Two trust transfers (1.5 M & 1.38 M shares), a Rule 10b5-1 tax sale of 9,350 shares, and a 103,817-share LP distribution.

Did Roshen Pujari sell shares for discretionary reasons?

No. The only sale—9,350 shares on 06/16/2025—was automatic to cover tax withholding on RSU vesting.

Does the filing indicate any change in control at Stardust Power?

No. Despite reduced holdings, Pujari still controls sole voting/dispositive power over 43.9 % of the company.

Why were large blocks of shares transferred for no consideration?

They were moved to an irrevocable trust for Pujari’s child and to certain limited partners, actions typically related to estate or partnership arrangements.