Stardust Power (SDST) Files for 4.65M Share and Warrant Offering

Stardust Power (NASDAQ: SDST) has filed the following:

We are offering on a “reasonable best efforts” basis up to 4,646,840 shares of our common stock, $0.0001 par value per share (“Common Stock”), and common warrants to purchase 4,646,840 shares of Common Stock (the “Common Warrants”) based on an assumed combined public offering price of $2.69 per share and accompanying Common Warrant, which is equal to the closing price of our Common Stock on the Nasdaq Global Market (“Nasdaq”) on January 13, 2025. Each share of Common Stock is being sold together with a Common Warrant to purchase one share of Common Stock. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Common Warrants. The combined public offering price per share and accompanying Common Warrants will be fixed for the duration of this offering.

We are also offering to those investors, if any, whose purchase of shares of our Common Stock in this offering would result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding Common Stock following the consummation of this offering, the opportunity to purchase, in lieu of the Common Stock that would otherwise result in the investor’s beneficial ownership exceeding 4.99% (or, at the election of the investor, 9.99%), pre-funded warrants each to purchase one share of our Common Stock at an exercise price of $0.0001 (the “Pre-Funded Warrants”). Each Pre-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. Each Pre-Funded Warrant is being sold with a Common Warrant to purchase one share of Common Stock, and such Common Warrant will have the same terms as the Common Warrants being sold together with each share of our Common Stock. The public offering price for each Pre-Funded Warrant and the accompanying Common Warrant is equal to the price per share of Common Stock and the accompanying Common Warrant being sold to the public in this offering, minus $0.0001. The combined public offering price per Pre-Funded Warrant and accompanying Common Warrant will be fixed for the duration of this offering. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants being issued to the purchasers of the Pre-Funded Warrants.

For each Pre-Funded Warrant we sell, the number of shares of Common Stock we sell in this offering will be decreased on a one-for-one basis. The shares of Common Stock and/or Pre-Funded Warrants and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.

Each Common Warrant will have an exercise price per share of $2.69 (100% of the assumed public offering price per share), and will be immediately exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Warrant Stockholder Approval”); provided however, if (i) the Offering is deemed a public offering or (ii) the Pricing Conditions (as defined below) are met, the Warrant Stockholder Approval will not be required and the Common Warrant will be exercisable upon issuance (the “Initial Exercise Date”). As used herein “Pricing Conditions” means that the combined public offering price per share of Common Stock and accompanying Common Warrants is such that the Warrant Stockholder Approval is not required under the rules of Nasdaq because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole share of Common Stock underlying the Common Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole share underlying the Common Warrants) meet the pricing requirements under Nasdaq’s rules. The Common Warrants will expire on the five-year anniversary of the date of issuance (the “Issuance Date”).

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