Stardust Power Inc.

Stardust Power Inc. (SDST) is a development-stage company planning to construct a lithium refinery in Muskogee, Oklahoma, with a projected capacity of up to 50,000 metric tons per annum of battery-grade lithium carbonate to supply the e-mobility, grid infrastructure, and data centers sectors. Formed on March 16, 2023, the company resulted from a reverse merger with Global Partner Acquisition Corp II on July 8, 2024, and has no revenue to date, reporting cumulative losses of $64.5 million through September 30, 2025, with accumulated deficit of $64.59 million. This S-1 registers up to 2,000,000 shares of common stock for resale by Selling Stockholder B. Riley Principal Capital II, LLC, pursuant to a February 12, 2026 Common Stock Purchase Agreement allowing the company to sell up to $10 million in shares at its discretion over 36 months at 97% of VWAP, subject to limitations including a 19.99% exchange cap and 4.99% beneficial ownership limit. Proceeds, if any, will fund general corporate purposes including capital expenditures and working capital. The company faces substantial going concern doubt due to ongoing losses and funding needs for its $500 million Phase 1 facility, relying on equity raises, debt, and potential grants. Investment thesis centers on positioning as a domestic lithium supplier amid U.S. energy transition incentives, though execution risks, feedstock dependency, and market volatility loom large.

Key Takeaways