As filed with the Securities and Exchange Commission on February 3, 2026 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STARDUST POWER INC. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (I.R.S. Employer Identification Number) 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 (800) 742 3095 (Address, Including Zip Code, and Telep ...

Vancouver, British Columbia--(Newsfile Corp. - January 26, 2026) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: GPGCF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces results and updates from its flagship Wild Dog Project ("Wild Dog" or the "Project"), located on the island of New Britain, East New Britain Province, Papua New Guinea ("PNG"). Diamond drilling began at the Project in May 2025 with a single drill rig and focused on the Sinivit target, a portion of the 15 km Wild Dog epi ...

Core Viewpoint - Great Pacific Gold Corp. has granted a total of 3,610,000 incentive stock options and 3,030,000 restricted share units to its key personnel as part of its annual long-term incentive plan, aligning the team with the company's long-term success in its exploration program at the Wild Dog Project [1][3]. Group 1: Stock Options and Restricted Share Units - The granted options are exercisable at $0.45 per share and will expire five years from the grant date, while the RSUs will expire three years from the grant date [2]. - Vesting of the options and RSUs will occur in two phases: 50% will vest on the first anniversary and the remaining 50% on the second anniversary of the grant date [2]. Group 2: Company Overview - Great Pacific Gold aims to become a leading gold-copper development company in Papua New Guinea, with a portfolio of exploration-stage projects including the flagship Wild Dog Project and the Tinga Valley Project [5]. Group 3: Wild Dog Project Details - The Wild Dog Project features a large-scale epithermal target with a structural corridor of 15 km in strike length and potentially over 1,000 meters deep, as indicated by a recent geophysics survey [7]. - High-grade drilling results have been reported, including an intercept of 8.4 meters at 50 g/t AuEq from 154 meters depth [7]. - The current drilling program is set to extend into 2026, with a second drill rig expected to be operational in February 2026 [7]. Group 4: Other Projects - The Kesar Project, located in the Eastern Highlands province, is a greenfield exploration project with high-priority targets near K92 Mining Inc.'s tenements, showing high gold grades in outcrop and soil [7]. - The Arau Project, also in the Eastern Highlands, contains the Mt. Victor exploration target, which has potential for a high sulfidation epithermal gold-base metal deposit, with a Phase 1 drilling program completed in August 2024 [7].

Core Viewpoint - Great Pacific Gold Corp. has successfully completed the spin-out of Walhalla Gold Corp., distributing shares of Walhalla to its shareholders, thereby enhancing its strategic focus on gold projects in Australia [1][2][3]. Group 1: Spin-Out Details - The spin-out was executed under an arrangement agreement, allowing shareholders to receive one common share of Walhalla for each Class A Common Share held in Great Pacific Gold, along with one new common share of Great Pacific Gold for each Class A Share [2]. - Following the spin-out, shareholders of Great Pacific Gold ceased to hold Class A Shares, which were cancelled, and became shareholders of Walhalla based on their previous holdings [3]. - A one-time payment of $1,500,000 was made to Great Pacific Gold by Finco as part of the arrangement, and the company retains a 2% net smelter return royalty on the Walhalla Gold Project [4]. Group 2: Walhalla Gold Project Overview - The Walhalla-Woods Point Goldfield in Victoria, Australia, is a significant goldfield with an estimated total historic gold production of 2.2 million ounces (72.2 tonnes) at a gold grade of 25.3 grams per tonne, accounting for approximately 10% of the state's historic gold production [6]. - The goldfield contains over 420 mines/workings and is located in the Palaeozoic-aged Melbourne geological structural zone, approximately 150 kilometers east of Melbourne [6]. Group 3: Company Profile - Great Pacific Gold aims to become a leading gold-copper development company in Papua New Guinea, with a portfolio of exploration-stage projects including the Wild Dog Project, Kesar Project, and Arau Project [8][9]. - The Wild Dog Project features a large-scale epithermal target with significant drilling results, while the Kesar Project has shown high grades of gold in exploration work [8][9]. - The Arau Project includes the Mt. Victor exploration target, which has demonstrated potential for high sulfidation epithermal gold-base metal deposits [9].

Vancouver, British Columbia--(Newsfile Corp. - December 10, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: GPGCF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces results from its expanded Phase 1 diamond drill program at its flagship Wild Dog Project ("Wild Dog" or the "Project"), located on the island of New Britain, East New Britain Province, Papua New Guinea ("PNG"). The Phase 1 program is focused on the Sinivit target, a portion of the 15 km Wild Dog epithermal structural c ...

Core Viewpoint - Great Pacific Gold Corp. has received final court approval for the spin-out of Walhalla Gold Corp., allowing GPAC shareholders to receive shares of Walhalla, which will own the Walhalla Gold Project in Victoria, Australia [1][2]. Group 1: Spin-Out Details - The spin-out will distribute one Walhalla common share for every GPAC common share held by shareholders as of December 12, 2025 [2]. - The new Walhalla common shares will be issued to GPAC shareholders on December 15, 2025, pending acceptance by the TSX Venture Exchange [2]. Group 2: Walhalla Gold Project Overview - The Walhalla-Woods Point Goldfield is a significant goldfield in Victoria, Australia, with an estimated total historic gold production of 2.2 million ounces (72.2 tonnes) at a gold grade of 25.3 grams per tonne [3]. - The goldfield contains over 420 mines/workings and is located approximately 150 kilometers east of Melbourne [3]. Group 3: Company Overview - Great Pacific Gold aims to become a leading gold-copper development company in Papua New Guinea, with a portfolio of exploration-stage projects [5]. - The flagship Wild Dog Project in East New Britain province features a large-scale epithermal target and has shown high-grade results from drilling [5]. - The Kesar Project, contiguous with K92 Mining Inc.'s tenements, has multiple high-priority targets and has demonstrated high gold grades in exploration work [5]. - The Arau Project contains the Mt. Victor exploration target and has completed a Phase 1 Reverse Circulation drilling program with encouraging results [5][6].

Core Viewpoint - Great Pacific Gold Corp. has announced the approval of the spin-out of Walhalla Gold Corp., allowing shareholders to receive shares of Walhalla, which will own the Walhalla Gold Project in Victoria, Australia [1][2]. Summary by Sections Spin-Out Approval - Shareholders voted overwhelmingly to approve the spin-out of Walhalla Gold Corp. during a Special Meeting held on November 27, 2025 [1][2]. - The spin-out involves distributing one common share of Walhalla for each common share of Great Pacific Gold held by shareholders [2]. Stock Option Plan - An ordinary resolution to approve a stock option plan for Walhalla was also approved without amendment by the shareholders [3]. Court Approval and Record Date - Final court approval for the spin-out is scheduled for December 4, 2025, after which the official record date for shareholders to receive Walhalla shares will be set [3]. CEO Statement - The CEO of Great Pacific Gold expressed satisfaction with the progress made over the past six months in preparing for the spin-out, highlighting the benefits for shareholders in retaining exposure to a significant gold project [4]. Walhalla Gold Project Overview - The Walhalla-Woods Point Goldfield is a notable goldfield in Victoria, Australia, with an estimated total historic gold production of 2.2 million ounces (72.2 tonnes) at a gold grade of 25.3 g/t [5]. - The goldfield contains over 420 mines/workings and is located approximately 150 km east of Melbourne [5].

Project Development - Stardust Power is developing a large-scale lithium refinery in Oklahoma to manufacture battery-grade lithium carbonate for the EV and ESS markets [165]. - The FEL-3 report estimates Phase 1 production capacity at 25,000 metric tons per annum of battery-grade lithium, with capital expenditures of approximately $500 million [179]. - The Company is developing a refinery with a phased approach, aiming for a total capacity of up to 50,000 metric tons per annum [195]. - The estimated cost to build phase 1 of the refinery for battery grade lithium carbonate is approximately $500 million, with plans to finance through a mix of debt, equity, and potential government grants [240]. Financial Incentives and Agreements - The company received up to $257 million in performance-based incentives from the State of Oklahoma, contingent on job creation and capital expenditures [168]. - A long-term offtake agreement with Sumitomo Corporation is being contemplated for 20,000 metric tons of lithium carbonate per year, with a potential increase to 25,000 metric tons [182]. - A non-binding agreement with Prairie Lithium Limited for 6,000 metric tons per annum of lithium chloride was established, with a 6-year initial term [176]. - The company entered into a purchase agreement for land in Muskogee, Oklahoma, for $1,662,030, finalized on December 16, 2024 [170]. Financing and Capital Structure - The company raised approximately $5,750,000 from a public offering of 479,200 shares at $12.00 per share on January 27, 2025 [172]. - The Company entered into a loan agreement totaling $1,750,000 with a 15% annual interest rate, maturing in March 2025, and pledged 550,000 shares as collateral [185]. - An additional loan agreement was established for $1,800,000, also at a 15% interest rate, with 340,000 shares pledged as collateral, and an equity kicker of $2,700,000 in Common Stock [186]. - The company has funded operations through various financing methods, including equity financing and promissory notes, but anticipates needing additional capital to continue operations [241]. Operational Performance - The Company has not generated any revenue to date and has been operating at a loss since inception, with an accumulated deficit [200]. - The Company expects to generate future revenue from the sale of battery-grade lithium primarily to the EV market, entering long-term contracts with a pricing structure that includes caps and ceilings [205]. - The company has not sourced any raw materials yet and is negotiating with multiple suppliers for brine feedstock [206]. - General and administrative expenses are expected to increase as the Company invests in setting up its facility and hiring additional employees [207]. Financial Results - For the three months ended September 30, 2025, the company incurred a net loss of $4,459,764, compared to a net loss of $10,092,312 for the same period in 2024, indicating a reduction in losses by approximately 56% [238]. - As of September 30, 2025, the company had an accumulated deficit of $64,592,850, up from $52,618,948 as of December 31, 2024 [239]. - The company has not earned any revenue since inception, indicating a focus on strategic investments and operational development [223]. - For the nine months ended September 30, 2025, net cash used in operating activities was $6,548,760, with a net loss of $11,973,902 adjusted for $5,247,665 of non-cash charges [257]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq regarding non-compliance with listing standards due to a market value below $15,000,000, but regained compliance by September 2025 [187]. - The Company was also notified of non-compliance due to a minimum bid price below $1.00 per share, which was resolved by September 2025 [188]. - A reverse stock split of 1-for-10 was executed, effective September 8, 2025, to adjust the trading price of Common Stock [190]. Investment and Losses - Stardust Power invested $1,600,000 in IRIS Metals Limited, acquiring 10,000,000 shares, but later sold the investment for $570,255, recognizing a loss of $84,626 [180]. - The loss on sale of investments in equity securities was $84,626 for the three months and $179,805 for the nine months ended September 30, 2025, reflecting market conditions and liquidity needs [235]. - The company recorded a loss of $232,481 related to the write-off of a promissory note and deposit for the nine months ended September 30, 2025, with no such write-off in the prior year [236]. Future Outlook and Risks - The company may need to seek additional equity or debt financing to fund its operating and investing activities in the future [262]. - The company is currently facing a volatile inflationary environment, which could impact its business and financial condition [294]. - The Company is subject to credit risk for cash balances exceeding the FDIC insured amount of $250,000, with only one financial banking institution [293].

Core Insights - Great Pacific Gold Corp. has announced high-grade results from its expanded Phase 1 diamond drill program at the Wild Dog Project in Papua New Guinea, particularly focusing on the Sinivit target within a 15 km epithermal structural corridor [1][3][30] Drilling Results - The drilling program has confirmed the presence of a coherent high-grade pod at the Sinivit target, with notable results from drill holes WDG-12 and WDG-13, while WDG-14 is currently in progress [3][6][13] - Drill hole WDG-12 intersected two mineralized zones, with the first structure showing 5.9 meters grading 14.38 g/t AuEq, including 2.5 meters at 32.0 g/t AuEq, and the second structure showing 5.8 meters at 6.15 g/t AuEq [5][6][12] - The results indicate a deeper boiling zone within the epithermal system, suggesting multiple mineralizing pulses from a deeper magmatic source [4][8] Future Plans - The company is preparing for the arrival of a second drill rig to further explore the Sinivit area at depth and other high-priority epithermal targets identified through recent Mobile MT data analysis [4][12][13] - The expanded drilling program now totals 28 diamond drill holes and is expected to continue into early 2026, with the current drilling only testing a small portion of the mineralized corridor [13][30] Geophysical and Survey Data - A high-precision LiDAR survey covering 187 km² was completed, producing a Digital Terrain Model with sub-10 cm vertical accuracy, which will aid in geological modeling and drill planning [15][16][17] - The MobileMT geophysical data has highlighted the potential for a major porphyry copper-gold system adjacent to the epithermal veins, similar to the Wafi-Golpu deposit [12][30] Company Overview - Great Pacific Gold aims to become a leading gold-copper development company in Papua New Guinea, with a portfolio of exploration-stage projects including the Wild Dog, Kesar, and Arau projects [27][30]

Core Insights - Great Pacific Gold Corp. is set to file an updated NI 43-101 compliant technical report for its Kesar Project, which is strategically located adjacent to K92 Mining's Kainantu Mine, following a successful Phase 1 exploration program completed in May 2025 [1][4] Exploration and Technical Details - The Kesar exploration license (EL 2711) was granted for two years starting October 30, 2023, with total expenditures of approximately $5.8 million (16.7 million PNG Kina) during this period, making the company one of the largest active exploration firms in Papua New Guinea [3][5] - The updated technical report will include results from 13 diamond drill holes totaling 3,714.3 meters, with significant intercepts such as 3.13 meters at 3.67 g/t Au and 0.94 meters at 3.17 g/t Au [2][20][22] - A Phase 2 drilling program is recommended for 2026, which includes surface exploration, mapping, sampling, and a 3,000-meter diamond drill program [7][29] Geological Context - The Kesar Project is located in the Eastern Highlands Province of Papua New Guinea, covering an area of 130 square kilometers and is characterized by complex geology, including metamorphic rocks and volcanic units [6][13] - The area has potential for both structurally controlled gold deposits and porphyry copper/gold mineralization, supported by the proximity to the Kainantu gold mine and the Blue Lake porphyry deposit [6][17][26] Future Plans and Recommendations - The company plans to focus its exploration expenditures primarily on the Wild Dog project while also conducting a follow-up program at Kesar to unlock potential value [4][5] - Specific recommendations for further exploration include mapping and rock chip sampling, trenching along known vein areas, and incorporating geophysical survey results into a 3D geological model [31][29]