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 ...

As filed with the Securities and Exchange Commission on February 3, 2026 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 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) (Primary Standard Industrial Classification Code Number) Delaware 2800 99-3863616 (I.R.S. Employer Identification Number) 15 E. Putnam Ave, Su ...

Core Viewpoint - Stardust Power Inc. has appointed Mr. Bruce Czachor as General Counsel to enhance its legal and governance framework as the company progresses towards constructing a lithium refinery in Muskogee, Oklahoma [2][7]. Company Overview - Stardust Power Inc. is focused on developing battery-grade lithium carbonate to strengthen America's energy security by establishing resilient supply chains [8]. - The company is developing a lithium processing facility in Muskogee, Oklahoma, with an expected production capacity of up to 50,000 metric tons per annum of battery-grade lithium carbonate [8]. Leadership Appointment - Mr. Bruce Czachor brings over 30 years of experience in legal, corporate governance, and executive leadership within publicly listed energy and mining companies [3]. - His previous role was as Executive Vice President and Chief Legal Officer at Piedmont Lithium Inc., where he advised on corporate strategy, governance, and M&A, and led a successful cross-border public merger [3][4]. - Czachor's extensive experience in the lithium sector and his established global network are expected to strengthen Stardust Power's leadership team [4]. Educational Background - Mr. Czachor holds a J.D., magna cum laude, from New York Law School and a B.A. in Political Science from Binghamton University [6]. - He completed a Corporate Governance certification from the Wharton School in 2023 and is licensed to practice in New York, New Jersey, and California [6]. Management Commentary - CEO Roshan Pujari expressed that Czachor's expertise in corporate governance and capital markets makes him a valuable addition to the leadership team, particularly as the company advances its Muskogee refinery project [7]. - Czachor himself expressed enthusiasm about joining Stardust Power at a pivotal moment in the company's growth [7].

Core Viewpoint - Stardust Power Inc. has received its air quality construction permit for its lithium refinery in Muskogee, Oklahoma, marking a significant milestone in the development of one of the largest lithium refineries in the U.S. [1][2] Regulatory Approvals - The air quality construction permit is the final significant permit required for construction and commissioning, reducing regulatory timeline risks for the Muskogee project [1][2] - The permit confirms that the planned refinery qualifies as a minor source under state and federal air regulations, with emissions below major source thresholds [2][3] - Prior environmental approvals include a determination that no industrial wastewater discharge permit is required and a General Permit for Stormwater Discharges, reflecting the company's commitment to environmental stewardship [3] Construction and Production Plans - With construction permitting complete, the company is moving towards a Final Investment Decision (FID), with major construction expected to commence after project financing is secured [4] - Once operational, the refinery is projected to produce up to 50,000 metric tons per annum of battery-grade lithium carbonate, supporting the North American energy storage and electric vehicle markets [4][5] Company Overview - Stardust Power Inc. is focused on developing battery-grade lithium carbonate to enhance America's energy security through resilient supply chains [5] - The company is strategically located in Muskogee, Oklahoma, and is committed to sustainability throughout its operations [5]

Core Viewpoint - Stardust Power Inc. has engaged 38 North Solutions to enhance its federal policy and funding strategy, focusing on critical minerals and domestic lithium manufacturing as it progresses with its project development [1][2][3]. Company Overview - Stardust Power is an American developer of battery-grade lithium carbonate, aiming to strengthen U.S. energy security through resilient supply chains [6]. - The company is constructing a lithium refinery in Muskogee, Oklahoma, with an annual production capacity of up to 50,000 metric tons of battery-grade lithium carbonate [6]. Partnership with 38 North Solutions - 38 North Solutions will provide guidance on federal public-policy priorities and critical-minerals initiatives, facilitating engagement with relevant agencies [2][3]. - The firm specializes in critical minerals, energy, and advanced manufacturing, helping companies navigate federal processes and access incentives [3][7]. Strategic Importance - The partnership is timely as the U.S. focuses on critical minerals and domestic energy independence, enhancing Stardust Power's position in Washington, D.C. [4]. - The company has established relationships with state and local officials, securing potential incentives, including an analysis indicating up to $257 million in support from the Oklahoma Department of Commerce [4]. Project Development and Funding - The City and County of Muskogee approved a $27 million Tax Increment Financing (TIF) district to fund public infrastructure improvements for the refinery [4]. - Stardust Power is actively engaging with federal authorities for additional incentives aligned with key project milestones [4]. Industry Context - Critical minerals are central to U.S. national security, and Stardust Power's mission aligns with federal mandates to secure domestic supply chains [5]. - The production of battery-grade lithium in the U.S. supports energy security and the onshoring of manufacturing, contributing to American job creation [5].

Core Viewpoint - Stardust Power Inc. has secured up to $15 million in senior secured convertible debt financing to support the construction of its lithium refinery project in Muskogee, Oklahoma [1][2]. Financing Details - The financing includes an initial drawdown of $4 million and is designed to provide flexible capital for engineering, infrastructure, and procurement activities as the company progresses towards construction [2]. - The financing has a 24-month term, includes an initial repayment moratorium, and allows the company to repay in cash or common stock [2]. Project Overview - The company is developing a lithium refinery with a capacity of 50,000 metric tons per annum of battery-grade lithium carbonate, aimed at enhancing America's energy security through resilient supply chains [4]. - The financing is intended to support near-term development activities and may serve as bridge financing as the company seeks project-level construction financing [2][3]. Management Insights - The CEO of Stardust Power emphasized the importance of this financing as a step towards construction, highlighting the flexibility it provides in executing the next phase of the project [3]. - The company aims to minimize public equity dilution and maximize shareholder value through a combination of asset-level equity and debt financing [3].

Core Viewpoint - Stardust Power's lithium refinery project in Muskogee, Oklahoma has been validated by an independent review from Black & Veatch, confirming that it meets industry standards and is positioned for successful execution [1][3][5]. Project Overview - The project aims to construct a battery-grade lithium carbonate facility with a capacity of 50,000 metric tons per annum, starting with a Phase 1 production target of 25,000 metric tons per annum [2][3]. - The independent engineering review assessed various assumptions related to the project, including technology risk, production targets, and operational availability [3][5]. Technical Validation - The review confirmed that the project design is based on proven lithium processing systems, with modifications for a wider range of feedstocks, resulting in low technology risk [3][6]. - The expected lithium recovery rate and production targets for Phase 1 were deemed achievable, aligning with industry experience [3][7]. Execution and Management - The report highlighted that the company's quality assurance, risk management, and contractor vetting processes are consistent with industry practices, enhancing confidence in project execution [4][6]. - The construction schedule is projected to last 24 months, followed by a 12-month ramp-up period, which is considered achievable [7]. Infrastructure and Compliance - The Muskogee site has been confirmed as suitable, with access to essential utilities such as municipal power, gas, and water [7]. - Progress on environmental studies and permitting has been evaluated as reasonable, ensuring compliance with current industry norms [7]. Strategic Importance - The completion of the independent engineering review is seen as a significant milestone for Stardust Power, reinforcing its commitment to enhancing America's energy security through domestic lithium production [5][8].

Financial Data and Key Metrics Changes - As of Q3 2025, the company had cash and cash equivalents of $1,600,000, an increase from $900,000 as of December 31, 2024 [41] - The net loss for Q3 2025 was $4,500,000, which is a decrease of $5,600,000 year-over-year, primarily due to reduced expenses related to the business combination [42] - The loss per share improved to $0.53 for Q3 2025 compared to $2.23 in the prior year quarter [43] Business Line Data and Key Metrics Changes - The company is currently pre-revenue as it has not yet commenced commercial production of battery-grade lithium carbonate [40] - The Muskogee refinery is designed to have a Phase one capacity of 25,000 metric tons per year of battery-grade lithium carbonate, expandable to 50,000 tons in Phase two [22] Market Data and Key Metrics Changes - The lithium market has begun to stabilize following earlier corrections, with prices improving modestly as inventories normalize [13] - A North American lithium pricing environment is forming, which is beginning to separate from traditional benchmarks in China, Japan, and Korea [14] Company Strategy and Development Direction - The company aims to build a secure American domestic supply chain for battery-grade lithium, aligning with U.S. policy objectives [6] - The focus is on aggregating and unlocking lithium supply that might not otherwise reach the market, emphasizing onshoring critical minerals [7] - The company is actively securing feedstock through agreements with upstream partners, such as Prairie Lithium and Mandrake Resources [18][19] Management's Comments on Operating Environment and Future Outlook - Management highlighted the strong demand for lithium driven by electric vehicles and energy storage, with expectations for continued growth [7] - The geopolitical landscape and U.S. policy actions reinforce the need for a secure domestic critical mineral supply chain [9] - The outlook for lithium remains strong, with steady pricing recovery anticipated through 2026 [14] Other Important Information - The company completed a one-for-ten reverse stock split to maintain its NASDAQ listing [31] - Significant progress has been made in project finance, with independent engineers' validation of the FEL3 nearing completion [32] Q&A Session Summary Question: Additional color on government financing conversations - Management confirmed ongoing discussions with the government regarding equity investments and support for onshoring processing capacity [47] Question: Liquidity options to maintain the balance sheet - Management indicated multiple options for raising capital, including increased volume since summer and limited non-project capital costs moving forward [48][49] - Operational costs are expected to remain similar to current levels, with a focus on running a lean operation [51]

Financial Data and Key Metrics Changes - As of Q3 2025, the company had cash and cash equivalents of $1.6 million, an increase from $0.9 million as of December 31, 2024 [28] - The company incurred a net loss of $4.5 million in Q3 2025, which was lower by $5.6 million year over year, primarily due to reduced expenses related to the business combination [29] - The loss per share improved to $0.53 for Q3 2025 compared to $2.23 in the prior year quarter, driven by decreased general and administrative expenses [30] Business Line Data and Key Metrics Changes - The company is pre-revenue and has not yet commenced commercial production of battery-grade lithium carbonate, reflecting anticipated ramp-up in operating expenses [29] - The Muskogee refinery is designed to have a phase I capacity of 25,000 metric tons per year of battery-grade lithium carbonate, expandable to 50,000 tons in phase II [16] Market Data and Key Metrics Changes - The lithium market has begun to stabilize following earlier corrections, with prices improving modestly as inventories normalize [9] - A North American lithium pricing environment is forming, separating from traditional benchmarks, which is expected to create a market premium for domestically sourced lithium [10] Company Strategy and Development Direction - The company aims to build a secure American domestic supply chain for battery-grade lithium, aligning with U.S. policy objectives focused on onshoring critical minerals [4][5] - The company is not reliant on government funding to advance its projects, indicating a self-sustaining business model [9] Management's Comments on Operating Environment and Future Outlook - Management highlighted strong demand for lithium driven by electric vehicles and energy storage, with expectations for a tightening supply-demand balance toward the latter half of the decade [10] - The geopolitical landscape and U.S. policy actions reinforce the strategic importance of domestic critical mineral supply chains [6] Other Important Information - The company completed a 1-for-10 reverse stock split to maintain its NASDAQ listing and strengthen its position in public markets [23] - The company signed letters of intent with Prairie Lithium and Mandrake Resources to secure lithium chloride feedstock, supporting its centralized refining model [12][14] Q&A Session Summary Question: Government financing discussions - Management is in deep conversations with the government regarding equity investments and promoting onshoring processing capacity [32][33] Question: Liquidity options and corporate expenses outlook - Management indicated multiple options for maintaining liquidity, with operational costs expected to remain similar to current levels [34][35]

Company Overview - Stardust Power aims to secure U S energy leadership through battery-grade lithium production[10] - The company is developing one of the largest lithium refineries in the US, with a capacity of 50,000 metric tons per annum[20] - The refinery is strategically located in Muskogee, Oklahoma, with access to major transportation infrastructure[15, 55] Market Opportunity - Lithium demand is expected to increase more than 20-fold due to the growth of electric vehicles[22, 82] - The US lithium market is projected to reach 321,000 tons LCE by 2030[78] - Stardust Power plans to produce up to 50,000 metric tons of battery-grade lithium products per year[55, 78] Financials and Incentives - The company has common shares outstanding of 982 million, warrants of 1043 million, and insider ownership of 2926%[72] - Stardust Power could receive up to $257 million in performance-based incentives from the State of Oklahoma for Phase 1 and 2[20, 64] Risk Factors - The presentation includes a detailed list of risk factors related to Stardust Power's business, industry, and economic condition[117, 119]