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 ...

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 - Tesla has launched the largest and most advanced lithium refinery in the United States, marking a significant step towards achieving energy independence for North America and reducing reliance on China's lithium supply [1][6]. Group 1: Operational Details - The Tesla Lithium Refinery, located near Corpus Christi, Texas, is now operational just two years after construction began [1][2]. - The refinery employs a unique process that converts spodumene ore directly into battery-grade lithium hydroxide, making it the first of its kind in North America [2][4]. Group 2: Technological Advancements - Tesla utilizes a new technology platform that simplifies and cleans the process of obtaining battery-grade lithium, resulting in a more sustainable operation [3][5]. - The refinery's process eliminates hazardous byproducts and produces a co-product, anhydrite, which can be used in concrete mixes [5]. Group 3: Strategic Implications - The establishment of the lithium refinery allows Tesla to regionalize supply chains for battery minerals, create jobs, and reduce emissions associated with transportation [6]. - This initiative is part of a broader U.S. effort to diminish dependence on foreign sources of critical minerals essential for battery technology and other industries [7].

Core Insights - Mangrove Lithium has secured up to $85 million USD ($118 million CAD) in structured financing to advance its lithium refinement technology for electric vehicles (EVs) [1][6] - The Canada Growth Fund is contributing up to $65 million USD ($90 million CAD) to this financing round, with participation from existing investors including Bill Gates' Breakthrough Energy Ventures and BMW iVentures [1][6] Funding and Development Plans - National Bank of Canada is underwriting a $9 million CAD loan backed by a Clean Technology Manufacturing Investment Tax Credit, which will support the establishment of Mangrove's first commercial lithium refinement facility in Delta, BC [2] - The Delta facility is expected to produce enough battery-grade materials to power 25,000 EVs annually, with plans for a second, larger plant that could eventually power 500,000 EVs per year [2][3] Technology and Market Position - Founded in 2017, Mangrove has developed patented electrochemical lithium refining technology that is claimed to be more cost-effective, produce less waste, and require fewer chemicals than traditional methods [4] - The company has been recognized on the Global Cleantech 100 list for four consecutive years, indicating its strong position in the cleantech sector [4][5] Strategic Importance - This financing is part of the Canadian government's broader initiative to enhance the country's critical minerals capabilities and reduce reliance on China, thereby ensuring Canadian sovereignty in the sector [6]

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 $1.6 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]

Core Points - Stardust Power Inc. has received confirmation from Nasdaq that it is in compliance with continued listing requirements as of October 28, 2025 [1][2] - The company was previously set to appeal a non-compliance determination, but this hearing has been canceled, and the matter is now resolved [2] - Stardust Power is progressing towards a Final Investment Decision for one of America's largest lithium refineries, enhancing its project execution [3] Company Overview - Stardust Power is focused on developing battery-grade lithium carbonate to strengthen America's energy security through resilient supply chains [4] - The company is constructing a lithium processing facility in Muskogee, Oklahoma, with a projected capacity of up to 50,000 metric tons per annum of battery-grade lithium carbonate [4] - Sustainability is a core commitment throughout the company's operational processes [4]

Core Insights - LibertyStream Infrastructure Partners Inc. is making significant progress in the installation of its lithium carbonate refining unit in Texas, which is a crucial step in its strategy to enhance domestic lithium production [1] - The company, in collaboration with Wellspring Hydro, has received a US$500,000 grant from the State of North Dakota to support its initiatives [1] Company Developments - The refining unit installation in Texas represents a key milestone for LibertyStream in scaling up lithium production [1] - The partnership with Wellspring Hydro and the grant from North Dakota highlight the company's efforts to secure funding and support for its projects [1]

Core Insights - Rock Tech Lithium Inc. has announced a significant milestone in the development of the Guben Lithium Converter, with a revised CapEx estimate of approximately €680 million, down from €730 million, reflecting a reduction of about €50 million (approximately 6.9%) [1][4] - The company has also modeled a 23% reduction in operating expenditures (OpEx), which is expected to enhance the project's competitiveness in the international lithium market [2][7] CapEx and OpEx Summary - The CapEx reduction is attributed to targeted optimizations across various project components, resulting in gross savings of approximately €62 million, partially offset by €12 million in increased costs, leading to a net reduction of €50 million [3][5] - The OpEx reduction is projected to decrease from approximately €5,033 to €3,878 euros per tonne of lithium hydroxide, significantly lowering production costs and improving competitiveness [7] Project Optimizations - Specific areas of cost savings include: - Optimized plant design adjustments expected to save approximately €22 million [5] - Adjusted storage capacities leading to a saving of €7 million [5] - Process optimizations anticipated to save an additional €14 million [5] - Updated supplier estimates resulting in potential savings of around €16 million [5] - Contingency expenses adjusted to save €3 million [5] - Further optimizations are planned, particularly focusing on owner's costs and external costs, with expectations of additional savings [6] Strategic Collaborations - Rock Tech has signed a non-binding memorandum of understanding (MoU) with Sichuan Calciner Technology (SCT) for potential engineering collaboration, which could enhance the project's efficiency and cost-effectiveness [4][8] - SCT is recognized for its expertise in lithium refining and has previously designed and built over 60 lithium converter trains globally [9] Project Overview - The Guben Lithium Converter aims to produce 24,000 tonnes of battery-grade lithium hydroxide annually, sufficient to supply batteries for approximately 500,000 electric vehicles per year [11][12] - The project is strategically located to strengthen Europe's battery supply chain and is recognized as a strategic initiative under the EU's Critical Raw Materials Act [14][16]