Stardust Power Inc

As filed with the Securities and Exchange Commission on October 7, 2024

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STARDUST POWER INC.

(Exact name of registrant as specified in its charter)

15 E. Putnam Ave, Suite 378

Greenwich, CT 06830

(800) 742 3095

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Roshan Pujari

Chief Executive Officer

Stardust Power Inc.15 E. Putnam Ave, Suite 378

Greenwich, CT 06830

(800) 742 3095

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Julian J. Seiguer, P.C.

Lauren M. Colasacco, P.C.

Peter Seligson, P.C.

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Tel: (713) 836-3600

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated October 7, 2024

PRELIMINARY PROSPECTUS

STARDUST POWER INC.

6,500,000 Shares of Common Stock

This prospectus relates to the offer and resale of up to 6,500,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Stardust Power Inc. (the “Company” or “Stardust Power”) by B. Riley Principal Capital II, LLC (the “Selling Stockholder” or “B. Riley Principal Capital II”). The Company may, in its discretion, elect to issue and sell Common Stock to the Selling Stockholder, from time to time after the date of this prospectus, pursuant to a Common Stock Purchase Agreement we entered into with the Selling Stockholder on October 7, 2024 (the “Purchase Agreement”). Such shares of Common Stock include (i) up to 6,436,306 shares that we may, in our sole discretion, elect sell to B. Riley Principal Capital II, from time to time after the date of this prospectus, pursuant to the Purchase Agreement and (ii) 63,694 shares of Common Stock we issued to B. Riley Principal Capital II, upon our execution of the Purchase Agreement on October 7, 2024, as consideration for its commitment to purchase shares of our Common Stock that we may, in our sole discretion, direct B. Riley Principal Capital II to purchase from us pursuant to the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the selling stockholder. However, we may receive up to $50,000,000 aggregate gross proceeds (the “Aggregate Commitment Amount”) under the Purchase Agreement from sales of Common Stock we may elect to make to B. Riley Principal Capital II pursuant to the Purchase Agreement after the date of this prospectus. See “The Committed Equity Financing” for a description of the Purchase Agreement and “Selling Stockholder” for additional information regarding B. Riley Principal Capital II.

The Selling Stockholder may sell or otherwise dispose of all or a portion of the Common Stock being offered in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose of the Common Stock being offered in this prospectus. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the selling stockholder, including legal and accounting fees. We have also engaged Seaport Global Securities LLC (“Seaport”), a registered broker-dealer and Financial Industry Regulatory Authority, Inc. (“FINRA”) member, to act as a “qualified independent underwriter” in this offering, whose fees and expenses will be borne by the Selling Stockholder. See “Plan of Distribution (Conflict of Interest)” beginning on page 148.

Our Common Stock is currently traded on The Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “SDST.” On October 4, 2024, the closing sale price of our Common Stock as reported by Nasdaq was $7.85.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, and a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to reduced public company reporting requirements. As such, we have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Chief Executive Officer, Roshen Pujari (hereinafter, Roshan Pujari) owns a majority of the voting power of our issued and outstanding Common Stock. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. We may take advantage of certain corporate governance exemptions afforded to a “controlled company” under the rules of Nasdaq.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our Common Stock.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled“Risk Factors” beginn*ing on page 12 of this prospectus, and under similar headings in any amendments or supplements to this prospectus in addition todocuments incorporated by reference in this prospectus beforeyou make an investment decision.*

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2024

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 (the “Registration Statement”) that we filed with the U.S. Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, we and the Selling Stockholder may, from time to time, issue, offer and sell the securities offered by them described in this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus and any pricing supplement to this prospectus. We have not, and the Selling Stockholder has indicated that they have not, authorized anyone to give any information or make any representation about the offering that is different from, or in addition to, what is contained in this prospectus and any pricing supplement, the related registration statement or in any of the materials that we have incorporated by reference into this prospectus and any pricing supplement. Therefore, if anyone does give you information of this type, you should not rely on it. We are issuing, and the Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The Selling Stockholder and its permitted transferees may use this prospectus to sell securities from time to time through any means described in the section titled “Plan of Distribution (Conflict of Interest)”. More specific terms of any securities that the Selling Stockholder and its permitted transferees offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering.

For investors outside of the United States: Neither we nor the Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States.

We may also provide a prospectus supplement or post-effective amendment to the Registration Statement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the Registration Statement together with the additional information to which we refer you in the sections of this prospectus titled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Registration Statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. The Company does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of the Company by, any other companies.

TABLE OF CONTENTS

i

FREQUENTLY USED TERMS

As used in this prospectus, unless otherwise noted or the context otherwise requires, references to:

“Additional Investor Legal Fee Reimbursement Amount” means $5,000 per fiscal quarter the Company hasagreed to reimburse The Selling Stockholder for the reasonable legal fees and disbursements of The Selling Stockholder’s legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

“Aggregate Commitment Amount” means $50,000,000.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement, dated July 8, 2024, by and among GPAC II, the Sponsor and certain equity holders of Stardust Power.

“Beneficial Ownership Limitation” means the limit in which the Company may not issue or sell any shares of Common Stock to The Selling Stockholder under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act), and Rule 13d-3 thereunder), would result in the Selling Stockholder beneficially owning more than 4.99% of the outstanding shares of Common Stock.

“Business Combination” means the Transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of November 21, 2023 (as further amended by the First Amendment and Second Amendment), by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as it may be amended and supplemented from time to time.

“business day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Bylaws” means the bylaws of the Company that became effective upon the Domestication.

**“BRPI”**means B. Riley Principal Investments, LLC.

“BRF” means B. Riley Financial, Inc.

“BRS” means B. Riley Securities, Inc.

“Certificate of Incorporation” means the certificate of incorporation of the Company that became effective upon the Domestication.

“Commencement” means the initial satisfaction of each of the conditions to the Selling Stockholder’s purchase obligations set forth in the Purchase Agreement.

“Commencement Date” means the date on which the Registration Statement has been declared effective by the SEC and all other conditions to the Selling Stockholder’s obligations to purchase Stardust Power Common Stock set forth in the Purchase Agreement have been initially satisfied.

ii

“Change in Control” means (i) a purchase, sale, exchange, merger, business combination or other transaction or series of related transactions in which substantially all of the GPAC II Common Stock is, directly or indirectly, converted into cash, securities or other property or non-cash consideration, (ii) a direct or indirect sale, lease, exchange or other transfer (regardless of the form of the transaction) in one transaction or a series of related transactions of a majority of the Surviving Company’s assets, as determined on a consolidated basis, to a third party or third parties acting as a “group” (as defined in Section 13(d)(3) of the Exchange Act) or (iii) any transaction or series of transactions that results, directly or indirectly, in the stockholders of the Surviving Company as of immediately prior to such transactions holding, in the aggregate, less than 50% of the voting equity interests of the Surviving Company (or any successor of the Surviving Company) immediately after the consummation thereof, in the case of each of clause (i), (ii) or (iii), whether by amalgamation, merger, consolidation, arrangement, tender offer, recapitalization, purchase, issuance, sale or transfer of equity interests or assets, or otherwise.

“Class A Ordinary Shares” or “Public Shares” means the Class A ordinary shares, par value $0.0001 per share, of GPAC II.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of GPAC II.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the Closing or July 8, 2024.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means GPAC II Common Stock following the Closing.

“Company” means the post-combination company at Closing when GPAC II changed its name from “Global Partner Acquisition Corp II” to “Stardust Power Inc.”

“Company Support Agreements” means those certain support agreements dated as of November 21, 2023 by and among GPAC II, Stardust Power and certain Stardust Power Stockholders.

“Continental” or “Transfer Agent” means Continental Stock Transfer & Trust Company.

“Controlled Company Event” are to such time that the Company is no longer a “Controlled Company” pursuant to Nasdaq Listing Rule 5615I(1).

“Convertible Equity Agreements” means, collectively, the Convertible Equity Agreement, dated April 24, 2024, by and between Stardust Power and American Investor Group Direct LLC (“AIGD”) for $2,000,000, the Convertible Equity Agreement, dated April 30, 2024 with an individual for $50,000, and the Convertible Equity Agreement, dated April 23, 2024 with an individual for $50,000, all of which automatically converted into 55,889 shares of the Common Stock immediately prior to the First Effective Time.

“DGCL” means the Delaware General Corporation Law, as amended.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“DTC” means The Depository Trust Company.

“Equity Value” means enterprise value (a)pluscash as of the Measurement Time (b)minusIndebtedness of Stardust Power as of the Measurement Time (c)minusthe Stardust Power Transaction Expenses.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Cap” means the cap under the applicable Nasdaq rules, in which in no event may the Company issue to the Selling Stockholder under the Purchase Agreement more than 9,569,701 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement.

iii

“Exchanged Company Restricted Common Stock” means the issued and outstanding restricted stock of the Company following the automatic conversion of the Stardust Power Restricted Stock following the First Effective Time pursuant to the Business Combination Agreement.

“Financial Derivative/Hedging Arrangement” means any transaction (including an agreement with respect thereto) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“First Amendment” means Amendment No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as amended and supplemented from time to time.

“First Effective Time” means the time at which the First Merger became effective.

“First Merger” means the merger of First Merger Sub with and into Stardust Power, with Stardust Power being the surviving company and continuing as a direct, wholly owned subsidiary of GPAC II.

“First Merger Sub” means Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned subsidiary of GPAC II.

“GAAP” means U.S. generally accepted accounting principles.

“Governmental Authority” means any federal, state, provincial, municipal, local, or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency, or instrumentality, arbitrator, arbitral body (public or private), court or tribunal.

“Governing Documents” means the Certificate of Incorporation and the Bylaws.

“Government Official” means any official or employee of any directly or indirectly government-owned or controlled entity, and any officer or employee of a public international organization, as well as any person acting in an official capacity for or on behalf of any such entity or for or on behalf of any such public international organization.

“GPAC II” means Global Partner Acquisition Corp II, a Cayman Islands exempted company, prior to the consummation of the Domestication, and a Delaware corporation after the Domestication.

“GPAC II Common Stock” means, collectively, following the Domestication, the shares of common stock, par value $0.0001 per share, of GPAC II.

“GPAC II Public Shareholders” means the holders of Class A Ordinary Shares that were sold in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market).

“GPAC II Shareholder” means a holder of Ordinary Shares.

iv

“Indebtedness” means, with respect to any Person, without duplication, any obligations (whether or not contingent) consisting of (a) the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in substitution or exchange for payment obligations for borrowed money, (b) amounts owing as deferred purchase price for property or services, including “earnout” payments, (c) payment obligations evidenced by any promissory note, bond, debenture, mortgage or other debt instrument or debt security, (d) contingent reimbursement obligations with respect to letters of credit, bankers’ acceptance or similar facilities (in each case to the extent drawn), (e) payment obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien on assets or properties of such Person, whether or not the obligations secured thereby have been assumed, (f) obligations under capitalized leases, (g) obligations under any Financial Derivative/Hedging Arrangement, (h) any other indebtedness or obligation reflected or required to be reflected as indebtedness in a consolidated balance sheet, in accordance with GAAP, (i) all obligations for cash incentive, severance, deferred compensation or similar obligations in respect of any current or former employee or other individual service provider of Stardust Power (including the employer portion of any payroll social security, unemployment or similar taxes), accrued prior to the Closing Date, (j) liabilities, including accounts payable to trade creditors and accrued expenses or purchase commitments, or (k) guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (j) above and (l) with respect to each of the foregoing, any interest, breakage costs, prepayment or redemption penalties or premiums, or other fees or obligations (including unreimbursed expenses or indemnification obligations for which a claim has been made), in each case for this clause (l), to the extent unpaid and accrued as of the Closing Date;provided,however, that Indebtedness will not include any amounts included as Transaction Expenses.

“initial business combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

“Initial Investor Legal Fee Reimbursement Holdback Amount” means $50,000 the Company has agreed to pay by havingthe Selling Stockholder withhold an amount in cash equal to 50% of the total aggregate purchase price payable to us by the Selling Stockholder for the Purchase Shares it is required to purchase from us in the first (and, if necessary, each subsequent)Market Open Purchase and Intraday Purchase (as applicable)we effect under the Purchase Agreement, if any, until the Selling Stockholder has withheld an aggregate cash amount equal to $50,000.

“Initial Investor Legal Fee Reimbursement Amount” means $25,000 reimbursed to the Selling Stockholder for the reasonable legal fees and disbursements of the Selling Stockholder’s legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement the Company has paid prior to our execution of the Purchase Agreement and Registration Rights Agreement.

“initial public offering” is GPAC II’s initial public offering, which GPAC II completed on January 14, 2021.

“Intraday Purchase” means any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase Date, a specified number of shares of Common Stock.

“Intraday VWAP Minimum Price Threshold” means the applicable minimum price threshold specified by Stardust Power in the Intraday VWAP Purchase Notice for such Intraday VWAP Purchase (or if no such minimum price threshold is specified by Stardust Power in the Intraday VWAP Purchase Notice, the minimum price threshold for such Intraday VWAP Purchase will be equal to 75% of the closing sale price of Stardust Power Common Stock on the trading day immediately prior to the applicable Purchase Date).

“Intraday VWAP Purchase” means the purchase of Stardust Power Common Stock by the Selling Stockholder when either (i) Stardust Power does not wish to effect a VWAP Purchase on a trading day that it otherwise could have selected as a Purchase Date for a VWAP Purchase (or Stardust Power fails to timely deliver to the Selling Stockholder a VWAP Purchase Notice for a VWAP Purchase on such trading day) or (ii) Stardust Power has timely delivered to the Selling Stockholder a VWAP Purchase Notice for a VWAP Purchase on a Purchase Date, and the VWAP Purchase Ending Time for such VWAP Purchase occurs prior to 3:30 p.m., Eastern time, on such Purchase Date, and in either case, Stardust Power exercises the right, to direct the Selling Stockholder to purchase, on such trading day (which may be the same Purchase Date as a VWAP Purchase, if Stardust Power has determined to effect a VWAP Purchase on such trading day), an amount of Common Stock up to the Maximum Intraday VWAP Purchase Amount at the Intraday VWAP Purchase Price.

“Intraday VWAP Purchase Commencement Time” means the latest of (i) Selling Stockholder’s email acknowledgement of its receipt of an Intraday VWAP Purchase Notice, (ii) the VWAP Purchase Ending Time of a VWAP Purchase effected on the same Purchase Date (as applicable) and (iii) the Intraday VWAP Purchase Ending Time of the most recent Intraday VWAP Purchase effected on the same Purchase Date (as applicable).

“Intraday VWAP Purchase Ending Time” means the earliest to occur of (1) the official close of regular trading on Nasdaq, (2) such time that the total aggregate volume of shares of Stardust Power Common Stock traded on Nasdaq reaches the applicable Intraday VWAP Purchase Volume Maximum (as applicable) for such VWAP Purchase and (3) such time that the trading price of a share of Stardust Power Common Stock on Nasdaq falls below the Intraday VWAP Minimum Price Threshold (as applicable).

v

“Intraday VWAP Purchase Notices” means an irrevocable written purchase notice, after 10:00 a.m., Eastern time (and after the VWAP Purchase Ending Time, if Stardust Power has effected a VWAP Purchase on such Purchase Date, and after the Intraday VWAP Purchase Ending Time of the most recent Intraday VWAP Purchase effected on the same Purchase Date, as applicable), and prior to 3:30 p.m., Eastern time, on such Purchase Date.

“Intraday VWAP Purchase Percentage” means the percentage that shall be used for calculating the Intraday VWAP Purchase Volume Maximum and the Intraday Maximum VWAP Purchase Amount applicable to such Intraday VWAP Purchase, which shall not exceed 25%.

“Intraday VWAP Purchase Price” means the purchase price for an Intraday VWAP Purchase.

“Intraday VWAP Purchase Valuation Period” means the period for each Intraday VWAP Purchase, beginning at the Intraday VWAP Purchase Commencement Time and ending at the applicable Intraday VWAP Purchase Ending Time.

“Intraday VWAP Purchase Volume Maximum” means the Intraday VWAP Purchase Percentage specified by Stardust Power in the applicable Intraday VWAP Purchase Notice for such Intraday VWAP Purchase (giving effect to any adjustment as necessary to give effect to the applicable Maximum Intraday VWAP Purchase Amount limitation).

“IR Act” means the Inflation Reduction Act of 2022.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“KNAV” means KNAV CPA LLP, the Company’s auditor as of September 17, 2024.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, right of first refusal, covenant, restriction, security interest, license, title defect, encroachment or other survey defect, or other lien or encumbrance of any kind, except for any restrictions arising under any applicable Securities Laws.

“Limit Order Discontinue Election” means the first sale of Common Stock (unrelated to the Committed Equity Facility) at a price below the applicable VWAP Minimum Price Threshold specified by the Company in the VWAP Purchase Notice during the applicable VWAP Purchase Valuation Period will trigger the VWAP Purchase Ending Time of the VWAP Purchase Valuation Period for such VWAP Purchase.

“Limit Order Continue Election” means when such VWAP Purchase of Stardust Power Common Stock will not cause the VWAP Purchase Valuation Period for such VWAP Purchase to end, but rather shall be disregarded for purposes of determining whether the VWAP Purchase Volume Maximum is reached and for purposes of calculating the purchase price for such VWAP Purchase.

“Market Open Purchase” means a purchase of Common Stock in which the Company directs the Selling Stockholder to purchase a specified number of shares of Common Stock.

“Market Open Purchase Maximum Amount” means the lesser of: (i) 1,000,000 shares of Common Stock and (ii) the Market Open Purchase Percentage, which the Company specifies in the applicable Market Open Purchase Notice for such Market Open Purchase.

“Market Open Purchase Notice” means a written notice of a Market Open Purchase provided to the Selling Stockholder.

“Market Open Purchase Percentage” means a certain percentage (not to exceed 25.0%), which the Company will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase, of the total aggregate number (or volume) of shares of the Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period for such Market Open Purchase.

vi

“Market Open Purchase Share Amount” means such specified number of shares to be purchased by the Selling Stockholder, adjusted as necessary to give effect to the applicable Market Open Purchase Maximum Amount as set forth in the Purchase Agreement.

“Market Open Purchase Valuation Period” means the period beginning at the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of Common Stock traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such time that the trading price of our Common Stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement).

**“Market Open Purchase Share Volume Maximum”**means he applicable share volume maximum amount for a Market Open Purchase calculated by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase.

“Material Adverse Effect” means any event, change, circumstance or development that has or would reasonably be expected to have a material adverse effect on the assets, business, results of operations or financial condition of the Company; provided, however, that in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect”: (i) any change or development in applicable laws or GAAP or any official interpretation thereof, (ii) any change or development in interest rates or economic, political, legislative, regulatory, business, financial, commodity, currency or market conditions generally affecting the economy or the industry in which the Company operates, (iii) the announcement or the execution of the Business Combination Agreement, the pendency or consummation of the Mergers or the performance of the Business Combination Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, distributors, partners, providers and employees (provided, that the exceptions in this clause (iii) any change generally affecting any of the industries or markets in which the Company operates or the economy as a whole), (iv) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, epidemic, disease outbreak, pandemic, weather condition, explosion fire, act of God or other force majeure event, (v) any national or international political or social conditions in countries in which, or in the proximate geographic region of which, the Company operates, including the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States or such other country, or any territories, possessions or diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel and (vi) any failure of the Company to meet any projections, forecasts or budgets; provided, that clause (vi) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect), except in the case of clause (i), (ii), (iii), (iv) and (v) to the extent that such change has a disproportionate impact on the Company, as compared to other industry participants.

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“Maximum VWAP Purchase Amount” means such number of shares of Stardust Power Common Stock equal to the lesser of (a) 1 million shares and (b) the total aggregate number (or volume) of shares of Stardust Power Common Stock actually traded on Nasdaq during the applicable VWAP Purchase Valuation Period, multiplied by the VWAP Purchase Percentage specified by Stardust Power in the applicable VWAP Purchase Notice for such VWAP Purchase (excluding the first and last regular way trade per above and, if a Limit Order Continue Election is made, excluding each transaction in the Common Stock in which the trading price of a share of Common Stock is below the applicable VWAP Minimum Price Threshold).

“Maximum Intraday VWAP Purchase Amount” means such number of shares of Stardust Power Common Stock equal to the lesser of (a) 1 million shares and (b) the total aggregate number (or volume) of shares of Common Stock actually traded on Nasdaq during the applicable Intraday VWAP Purchase Valuation Period, multiplied by the Intraday VWAP Purchase Percentage specified by Stardust Power in the applicable Intraday VWAP Purchase Notice for such Intraday VWAP Purchase (excluding the first and last regular way trade per above and, if a Limit Order Continue Election is made, excluding each transaction in Stardust Power Common Stock in which the trading price of a share of Common Stock is below the applicable Intraday VWAP Minimum Price Threshold).

“Measurement Time” means 12:01 a.m. New York time on the Closing Date.

“Merger Consideration” means the aggregate number of shares of GPAC II Common Stock equal to the Equity Value divided by (b) $10.00.

“Mergers” means the First Merger and the Second Merger.

“Minimum Price Threshold” means a price equal to 75.0% of the closing sale price of the Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase.

“Nasdaq” means The Nasdaq Global Market.

“Nasdaq Commencement” means the beginning at the official open of the regular trading session on Nasdaq on the applicable Purchase Date.

“Non-Redemption Agreements” means those agreements between the Sponsor and several unaffiliated third parties, who were GPAC II Public Shareholders, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,503,254 Class A Ordinary Shares in connection with the 2024 Extension Amendment Proposal. In exchange for the foregoing commitments not to redeem such Class A Ordinary Shares, at Closing 127,777 shares (“Non-Redemption Shares”) of Common Stock were issued to such unaffiliated third parties for no consideration.

“Ordinary Shares” means, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares.

“Per Share Consideration” means the number of shares of GPAC II Common Stock equal to the Merger Consideration divided by the number of shares of Stardust Power Fully-Diluted Shares.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Government Official, Governmental Authority or other entity of any kind.

“PIPE Financing” meansthe Company consummating the transactions contemplated by the PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 1,077,541 shares of Common Stock in a private placement at a price of $9.35 per share, for an aggregate commitment amount of $10,075,000.

“PIPE Investors” means a large institutional investor and two other investors that entered into PIPE Subscription Agreements.

“PIPE Subscription Agreements” means the subscription agreements entered into by and between GPAC II (at the time, and now Stardust Power) and the PIPE Investors on June 20, 2024.

“Private Warrants” means warrants representing the right to purchase shares of Stardust Power Common Stock.

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“Public Warrants” or “Redeemable Warrants” means our detachable redeemable warrants and our distributable redeemable warrants.

“Purchase Agreement” means the purchase agreement, dated October 7, 2024 by and between Stardust Power and the Selling Stockholder.

“Purchase Date” means any trading day selected by Stardust Power from and after the Commencement Date.

“QIU Fee Reimbursement Holdback Amount” means the amount B. Riley Principal Capital II has withheld (in addition to the Initial Investor Legal Fee Reimbursement Holdback Amount of $50,000 that B. Riley Principal Capital II will also withhold from such aggregate purchase price amounts) equal to $50,000 as compensation for their services,

“Registration Rights Agreement” means the registration rights agreement, dated October 7, 2024 by and between Stardust Power and the Selling Stockholder.

“SAFEs” means, collectively, (i) the Simple Agreement of Future Equity (“SAFE”), dated August 15, 2023 (as amended on November 18, 2023 and as further amended and restated on April 24, 2024, the “August 2023 SAFE”), that provided $2,000,000 from AIGD, (ii) the SAFE, dated November 18, 2023, that provided $3,000,000 from AIGD (as amended and restated on April 24, 2024, the “November 2023 SAFE”), and (iii) a SAFE with an individual, dated February 23, 2024 (as amended on May 1, 2024, the “February 2024 SAFE”), that provided $200,000. Immediately prior to the First Effective Time, the SAFEs automatically converted into the number of shares of Stardust Power Common Stock equal to 138,393 shares of Stardust Power Common Stock immediately prior to Closing.

“SAFE Conversion” means the automatic conversion of the SAFEs into the number of shares of Stardust Power Common Stock equal to 138,393 shares of Stardust Power Common Stock immediately prior to the First Effective Time in accordance with the terms of the SAFEs.

“Seaport” means Seaport Global Securities LLC.

“SEC” means the United States Securities and Exchange Commission.

“Second Effective Time” means the time at which the Second Merger becomes effective.

“Second Amendment” means Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among GPAC II, First Merger Sub, Second Merger Sub and Stardust Power, as amended and supplemented from time to time.

“Second Merger” means the merger of Stardust Power with and into Second Merger Sub, with Second Merger Sub being the Surviving Company and continuing as a direct, wholly owned subsidiary of GPAC II.

“Second Merger Sub” means Strike Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of GPAC II.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Stockholder” means B. Riley Principal Capital II, LLC.

“SPAC” is one or more special purpose acquisition companies, including, when required by the context, Stardust Power.

“Sponsor” means Global Partner Sponsor II LLC, a Delaware limited liability company, the managers of which are Chandra R. Patel, Richard C. Davis and Jarett Goldman.

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“Sponsor Earnout Shares” refers to the 1,000,000 shares of GPAC II Common Stock held by Sponsor that are subject to forfeiture pursuant to the Sponsor Letter Agreement.

“Sponsor Letter Agreement” means the agreement, dated November 21, 2023, as amended, by and among the Sponsor and the directors and officers of GPAC II, pursuant to which, among other things, the Sponsor agreed to, among other things, (a) vote, in their capacity as shareholders of GPAC II, in favor of the Business Combination Agreement and the transactions, (b) be bound by certain transfer restrictions with respect to its Ordinary Shares prior to Closing, (c) terminate certain lock-up provisions included in that certain Letter Agreement, dated as of January 11, 2021, as amended by that certain Letter Agreement Amendment, dated as of January 13, 2023, by and among Sponsor and GPAC II, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement, (d) fully vest 3,000,000 of its Class B Ordinary Shares immediately upon the Closing (and convert into GPAC II Common Stock), (e) subject 1,000,000 of its Class B Ordinary Shares to vesting (or forfeiture) on the basis of achieving (or failing to achieve) certain trading price thresholds following the Closing, (f) forfeit 3,500,000 of its Class B Ordinary Shares (reduced by any Non-Redemption Shares) for no consideration, and (g) waive any anti-dilution adjustment to the conversion ratio set forth in GPAC II’s governing documents or similar protection with respect to the GPAC II Common Stock.

“Sponsor Loan” means that certain Investment Agreement by and between GPAC II and Sponsor, dated as of January 13, 2023, together with any additional loans issued by Sponsor to GPAC II prior to closing of the Business Combination.

“Stardust Power” or**“Stardust”**means Stardust Power Inc., a Delaware corporation, and includes its wholly owned subsidiary, Stardust Power LLC, a Delaware corporation.

“Stardust Power Common Stock” means the common stock of Stardust Power, par value $0.00001 per share.

“Stardust Power Fully-Diluted Shares” means the sum of (without duplication) (a) the aggregate number of shares of Stardust Power Common Stock issued and outstanding immediately prior to the First Effective Time, including without limitation any Stardust Power Restricted Stock whether vested or unvested,plus(b) the aggregate number of shares of Stardust Power Common Stock issuable upon exercise of all vested and unvested Stardust Power Options as of immediately prior to the First Effective Time but, for the avoidance of doubt, excluding any unissued Stardust Power Optionsplus(c) the number of shares of Stardust Power Common Stock issuable upon the SAFE Conversion.

“Stardust Power Option” means an option to purchase Stardust Power Common Stock.

“Stardust Power Restricted Stock” means (a) shares of Stardust Power Common Stock acquired by the holder thereof pursuant to a “Restricted Stock Purchase Agreement” or (b) pursuant to an award under the Stardust 2023 Plan, including pursuant to an early exercise of a Stardust Power Option, and which shares of Stardust Power Common Stock remain unvested under the terms of the “Restricted Stock Purchase Agreement” or the “Stock Option Agreement - Early Exercise,” as applicable.

“Stardust 2023 Plan” means the Stardust Power’s 2023 Equity Incentive Plan and each other plan that provides for the award, to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Stardust Power, of rights of any kind to receive equity securities of Stardust Power or benefits measured in whole or in part by reference to securities of Stardust Power.

“Stardust Power Transaction Expenses” means all Transaction Expenses of Stardust Power as of the Measurement Time.

“Stardust Power 2024 Equity Plan” means the Stardust Power 2024 Equity Plan, which became effective at Closing.

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“Stockholder Agreement” means the agreement, dated July 8, 2024, by and among the Sponsor, Roshan Pujari and his affiliates, providing the Sponsor with the right to designate one nominee to the Stardust Power Inc. board of directors until the date upon which the Sponsor’s and it’s affiliates’ aggregate ownership interest of the issued and outstanding Common Stock decreases to one-half of their aggregate initial ownership interest as of the Closing.

“Support Agreements” means the Company Support Agreements and the Sponsor Letter Agreement.

“sustainability” or “sustainable” as used in this prospectus refers to business operations and processes that Stardust Power believes generally have a positive environmental and/or social impact.

“Trading Day” means a day on which Stardust Power’s Common Stock is traded on a national securities exchange.

“Transaction Expenses” means any fees, costs and expenses incurred or subject to reimbursement by the GPAC II and Stardust Power, whether accrued for or not, in each case in connection with the transactions contemplated by the Business Combination Agreement and its ancillary agreements, including (a) any brokerage fees, commissions, finders’ fees or financial advisory fees, and, in each case, related costs and expenses, (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers, (c) any fees, costs and expenses or payments of any of the Company related to any transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments or obligations made to any employee of the Company as a result of the execution of the Business Combination Agreement and its ancillary agreements or in connection with the transactions contemplated hereby and thereby, including in combination with any other event (including the employer portion of any payroll, social security, unemployment or similar taxes) and (d) and solely with respect to GPAC II, (i) any extension expenses, (ii) any amounts owed pursuant to the Sponsor Loan and (iii) any operating or other ordinary course expenses from and after October 3, 2023.

“Transactions” means the transactions contemplated by the Business Combination Agreement to occur at or immediately prior to the Closing, including the Domestication and the Mergers.

“Threshold Price” means $1.00 or greater as of the closing sale price of the Common Stock on Nasdaq the trading day immediately prior to a Purchase Date.

“VWAP” means, for any specified period, the volume weighted average price of Stardust Power’s Common Stock on Nasdaq for such specified period, as reported by Bloomberg Financial LP using the AQR function (excluding, as applicable, (i) the above-referenced opening/first purchase transaction, (ii) the last sale transaction in the Common Stock during the primary trading session on Nasdaq on such Purchase Date and (iii) if a Limit Order Continue Election is made, each transaction in the Common Stock in which the trading price of a share of Common Stock is below the applicable VWAP Minimum Price Threshold or below the applicable Intraday VWAP Minimum Price Threshold (as applicable)).

“VWAP Minimum Price Threshold” means the applicable minimum price threshold specified by Stardust Power in the Intraday VWAP Purchase Notice for such Intraday VWAP Purchase (or if no such minimum price threshold is specified by Stardust Power in the Intraday VWAP Purchase Notice, the minimum price threshold for such Intraday VWAP Purchase will be equal to 75% of the closing sale price of the Stardust Power Common Stock on the trading day immediately prior to the applicable Purchase Date).

“VWAP Purchase” means the purchase of Stardust Power Common Stock by the Selling Stockholder on any trading day selected by Stardust Power from and after the Commencement Date, provided the closing sale price of the Stardust Power Common Stock on the immediately preceding trading day is not less than $1.00, in which Stardust Power directs the Selling Stockholder, by the delivery to the Selling Stockholder of a VWAP Purchase Notice to purchase on such Purchase Date, the VWAP Purchase Share Amount, at the applicable purchase price.

“VWAP Purchase Commencement Time” means the time beginning at 9:30:01am, Eastern time on any applicable Purchase Date.

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“VWAP Purchase Ending Time” means the earliest to occur of (1) the official close of regular trading on Nasdaq, (2) such time that the total aggregate volume of shares of Stardust Power Common Stock traded on Nasdaq reaches the applicable VWAP Purchase Volume Maximum (as applicable) for such VWAP Purchase and (3) such time that the trading price of a share of Stardust Power Common Stock on Nasdaq falls below the VWAP Minimum Price Threshold (as applicable).

“VWAP Purchase Notice” means an irrevocable written purchase notice, after 6:00 a.m., Eastern time, and prior to 9:00 a.m., Eastern time, on any Purchase Date.

“VWAP Purchase Percentage” means the percentage that shall be used for calculating the VWAP Purchase Volume Maximum and the Maximum VWAP Purchase Amount applicable to such VWAP Purchase, which shall not exceed 25%.

“VWAP Purchase Valuation Period” means the period for each VWAP Purchase, beginning at the VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Ending Time.

“VWAP Purchase Volume Maximum” meansthe VWAP Purchase Share Amount to be purchased by the Selling Stockholder, divided by (b) the VWAP Purchase Percentage specified by Stardust Power in the applicable VWAP Purchase Notice for such VWAP Purchase (giving effect to any adjustment as necessary to give effect to the applicable Maximum VWAP Purchase Amount limitation).

“VWAP Purchase Share Amount” means an amount of Stardust Power Common Stock, up to the applicable Maximum VWAP Purchase Amount, directed to be purchased by the Selling Stockholder by Stardust Power.

“Warrant Agreement” means that certain Warrant Agreement, dated as of January 11, 2021, by and between GPAC II and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent.

“Warrants” means the warrants representing the right to purchase shares of Common Stock following the Closing.

“Withum” means WithumSmith+Brown, PC, the Company’s auditor prior to September 17, 2024.

“2024 Extension Amendment Proposal” means the proposal presented at the 2024 Extension Meeting to extend the date by which GPAC II must complete its initial business combination from January 14, 2024 to a date no earlier than July 14, 2024.

“2024 Extension Meeting” means the extraordinary general meeting of GPAC II Shareholders held on January 9, 2024 to consider the 2024 Extension Amendment Proposal.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Stardust Power. Forward-looking statements in this prospectus may include, for example, statements about:

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If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date hereof. We anticipate that subsequent events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing our assessment as of any date subsequent to the date hereof.

These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. As a result of a number of known and unknown risks and uncertainties, actual results or our performance of the Company may be materially different from those expressed or implied by these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the Registration Statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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