GPAC / Global Partner Acquisition Corp II - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286883 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 8, 2025) STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286883). This prospectus supplement is being filed to u

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated November 6, 2024, as amended) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registra

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 5, 2025) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a p

CERTIFICATE OF AMENDMENT TO the CERTIFICATE OF INCORPORATION Stardust Power INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO the CERTIFICATE OF INCORPORATION OF Stardust Power INC. Stardust Power Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corporation to execute and file with the

Stardust Power Announces Reverse Stock Split to Regain Nasdaq Compliance and Position for Long-Term Growth

Exhibit 99.1 Stardust Power Announces Reverse Stock Split to Regain Nasdaq Compliance and Position for Long-Term Growth ● Company reinforces commitment to shareholders and capital markets access as it advances engineering, permitting, and financing milestones for its U.S. lithium refining project. Greenwich, Conn. – September 4, 2025 — Stardust Power Inc. (“Stardust Power” or the “Company”), an Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 STARDUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or org

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated November 6, 2024, as amended) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registra

STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286883 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 8, 2025) STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286883). This prospectus supplement is being filed to u

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 5, 2025) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 STARDUST POWER INC. (Exa

As filed with the Securities and Exchange Commission on July 25, 2025

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Stardust Power Inc.

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 5, 2025) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement updates, amends and supplements the prospectus dated May 5, 2025 (the “Prospectu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39875

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 STARDUST PO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organiz

Stardust Power Inc. Announces Exercise of Over-Allotment Option from Recent Public Offering

Exhibit 99.1 Stardust Power Inc. Announces Exercise of Over-Allotment Option from Recent Public Offering GREENWICH, CONN.- June 26, 2025 - Stardust Power Inc. (NASDAQ: SDST) (the “Company”), an American developer of battery-grade lithium products, today announced that the underwriter of its previously announced public offering of common stock has exercised its option to purchase an additional 1,10

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organiz

Underwriting Agreement, dated June 17, 2025.

Exhibit 1.1 UNDERWRITING AGREEMENT June 17, 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Stardust Power Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 21,500,000 of the Company’s sh

STARDUST POWER, INC. 21,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) PROSPECTUS File No. 333-287939 STARDUST POWER, INC. 21,500,000 Shares of Common Stock This is a firm commitment public offering of 21,500,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of Stardust Power, Inc. (the “Company,” “Stardust,” the “registrant,” “we,” “our” or “us”) at an offering price of $0.20 per share. We have engaged Aegis C

Stardust Power Inc. Announces Closing of $4.3 Million Underwritten Public Offering

Exhibit 99.2 Stardust Power Inc. Announces Closing of $4.3 Million Underwritten Public Offering GREENWICH, CONNECTICUT, June 18, 2025 (GLOBE NEWSWIRE) – Stardust Power Inc. (NASDAQ: SDST) (the “Company”), an American developer of battery-grade lithium products, today announced the closing of its previously announced underwritten public offering. Gross proceeds to the Company were approximately $4.

Stardust Power Inc. Announces Pricing of $4.3 Million Underwritten Public Offering

Exhibit 99.1 Stardust Power Inc. Announces Pricing of $4.3 Million Underwritten Public Offering GREENWICH, CONNECTICUT, June 17, 2025 (GLOBE NEWSWIRE) – Stardust Power Inc. (NASDAQ: SDST) (the “Company”), an American developer of battery-grade lithium products, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximat

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation) (Commission File

Form of Pre-Funded Warrant

Exhibit 4.10 REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK STARDUST POWER INC. Warrant Shares: [●] Initial Exercise Date: [●], 2025 Issuance Date: [●], 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaft

June 11, 2025

June 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Stardust Power Inc.

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Stardust Power Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of [●] of the Company’s shares of Com

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated November 6, 2024, as amended) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registrat

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 June 11, 2025

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 June 11, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed June 11, 2025 File No. 333-287939 Ladies and Gentlemen: Pursuant to Rule 4

STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286883 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 8, 2025) STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286883). This prospectus supplement is being filed to u

As filed with the Securities and Exchange Commission on June 11, 2025

As filed with the Securities and Exchange Commission on June 11, 2025 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organiza

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 5, 2025) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a p

Confidentially Submitted to the Securities and Exchange Commission on June [●], 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Confidentially Submitted to the Securities and Exchange Commission on June [●], 2025.

STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286883 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 8, 2025) STARDUST POWER INC. Up to 13,024,513 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 8, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-286883). This prospectus supplement is being filed to u

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated November 6, 2024, as amended) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registrat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 STARDUST POW

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organiza

Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2024, by and between Stardust Power Inc. and B. Riley Principal Capital II, LLC.

Exhibit 10.1 AMENDMENT TO Common stock purchase agreement This AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of May 15, 2025, by and between Stardust Power Inc., a Delaware company (the “Company”), and B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”). WHEREAS, the Company entered into that certain Common Stock Purcha

STARDUST POWER INC. 6,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282536 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. Ril

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated November 6, 2024, as amended) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024, as amended by the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registrat

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 5, 2025) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated May 5, 2025 (the “Prospectus”), which forms a p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 STARDUST POWER INC. (Ex

STARDUST POWER INC. 13,024,513 Shares of Common Stock

424B5 1 form424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-286883 PROSPECTUS STARDUST POWER INC. 13,024,513 Shares of Common Stock This prospectus relates to the resale from time to time of up to 13,024,513 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Stardust Power, Inc. (the “Company” or “Stardust Power”) by the selling stockholders identifi

As filed with the Securities and Exchange Commission on May 8, 2025

As filed with the Securities and Exchange Commission on May 8, 2025 No. 333-282536 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 1 TO STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 May 7, 2025

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 May 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Eranga Dias Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed May 1, 2025 File No. 333-286883 Ladies and Gentlemen:

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) No. 333-281160 STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of up to 10,566,596 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Stardust Power Inc. (the “Company” or “

Form of Common Warrant (incorporated by reference to Exhibit 4.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Exhibit 4.8 WARRANT NUMBER: A-[] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT WITH THE WRITTEN CONSENT OF STARDUST POWER INC. (THE “COMPANY”). THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHAS

Form of Common Warrant (incorporated by reference to Exhibit 4.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Exhibit 4.9 WARRANT NUMBER: A-[] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT WITH THE WRITTEN CONSENT OF STARDUST POWER INC. (THE “COMPANY”). THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHAS

Form of Common Warrant (incorporated by reference to Exhibit 4.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on May 1, 2025).

Exhibit 4.7 WARRANT NUMBER: A-[] THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT WITH THE WRITTEN CONSENT OF STARDUST POWER INC. (THE “COMPANY”). THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHAS

Form of Subscription Agreement related to December 13, 2024 Loan.

Exhibit 10.21 SECURITIES SUBSCRIPTION AGREEMENT Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 Ladies and Gentlemen: This securities subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Stardust Power Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“you” or “Su

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Stardust Power Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Other 13,024,51

As filed with the Securities and Exchange Commission on April 30, 2025

As filed with the Securities and Exchange Commission on April 30, 2025 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) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation or organization) (Primary Standard In

As filed with the Securities and Exchange Commission on April 29, 2025

As filed with the Securities and Exchange Commission on April 29, 2025 No. 333-281160 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 1 TO STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 2800 99-3863616 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation) (Commission File

Stardust Power Inc. Clawback Policy.

Exhibit 97.1

Stardust Power Inc. Insider Trading Policy.

Exhibit 19.1

Description of Securities.

Exhibit 4.7 DESCRIPTION OF SECURITIES The following summary of certain provisions of the securities of Stardust Power Inc. (the “Company”) does not purport to be complete and is subject to the Certificate of Incorporation, the Bylaws and the provisions of applicable law. Copies of the Certificate of Incorporation and the Bylaws are incorporated by reference in the Company’s Annual Report on Form 1

Form of Binding Term Sheet, by and between Stardust Power Inc. and the several Lenders thereto (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

Exhibit 10.12 Stardust Power Inc Ticker: SDST Exchange: Nasdaq Proposed Binding Term Sheet for a Term Loan The following are terms for a bridge Term Loan (the “Loan”) pursuant to which Stardust Power Inc., a Delaware corporation (the “Company”) will borrow a principal amount of up to $ from (“Lender(s)”) subject to the terms and conditions set forth below in this term sheet. This term sheet and th

Binding Term Sheet, dated December 6, 2024, by and between Stardust Power Inc. and Endurance Antarctica Partners II, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on March 27, 2025).

Exhibit 10.11 Stardust Power Inc Ticker: SDST Exchange: Nasdaq Proposed Binding Term Sheet for a Term Loan The following are terms for a bridge Term Loan (the “Loan”) pursuant to which Stardust Power Inc., a Delaware corporation (the “Company”) will borrow a principal amount of $1,750,000 from Endurance Antarctica Partners II, LLC (“Lender”) subject to the terms and conditions set forth below in t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 STARDUST POWER INC. (Exact n

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organi

Form of Inducement Letter Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 17, 2025).

Exhibit 10.1 STARDUST POWER INC. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 March 16, 2025 To the Holders of January 2025 Common Stock Purchase Warrants Re: Inducement Offer to Exercise Existing Common Stock Purchase Warrants Dear Holder: Stardust Power, Inc. (the “Company”) is pleased to offer (this “Inducement Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receiv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organi

Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2025).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

JOINT FILING AGREEMENT

Exhibit 99.1 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 STARDUST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or orga

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated November 6, 2024) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectus s

Exclusive License Agreement between KMX Technologies, Inc. and Stardust Power Inc. dated February 7, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 10, 2025).

Exhibit 10.1 EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (this “Agreement”) is made effective as of the 7th day of February 2025 (the “Effective Date”) by and between KMX Technologies, Inc., a Delaware corporation (“Licensor”) and Stardust Power, Inc., a Delaware corporation (“Licensee”) (each a “Party” and collectively, the “Parties”). WHEREAS, in exchange for the Royalty payable

Stardust Power Announces Exclusive Licensing Agreement for Lithium Brine Concentration Technology from KMX Technologies

Exhibit 99.1 Stardust Power Announces Exclusive Licensing Agreement for Lithium Brine Concentration Technology from KMX Technologies ● Following the October 8, 2024 announcement, Stardust Power finalizes exclusive licensing agreement with KMX Technologies to enhance lithium production efficiency and sustainability. GREENWICH, Conn., February 10, 2025 — Stardust Power Inc. (NASDAQ: SDST) (“Stardust

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which fo

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated November 6, 2024) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectus s

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or orga

Placement Agency Agreement, dated as of January 23, 2025, by and among Stardust Power Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 28, 2025).

Exhibit 10.2 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 January 23, 2025 Stardust Power Inc. Attention: Roshan Pujari, Chief Executive Officer 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 Re: Placement Agency Agreement Dear Mr. Pujari: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as

Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 28, 2025).

Exhibit 4.1 WARRANT TO PURCHASE SHARES OF COMMON STOCK STARDUST POWER INC. Warrant Shares: Initial Exercise Date: January 27, 2025 Issue Date: January 27, 2025 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 STARDUST POWER I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organization

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

Stardust Power Inc. Announces Pricing of $5.75 Million Public Offering

Exhibit 99.1 Stardust Power Inc. Announces Pricing of $5.75 Million Public Offering GREENWICH, Conn., January 24, 2025 (GLOBE NEWSWIRE) — Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium products, today announced the pricing of its “reasonable best efforts” public offering for the purchase and sale of up to 4,792,000 shares of c

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated November 6, 2024) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectus s

Securities Purchase Agreement, dated as of January 23, 2025, by and among Stardust Power Inc. and a certain investor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 28, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 23, 2025, between Stardust Power Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

STARDUST POWER INC. 4,792,000 Shares of Common Stock 4,792,000 Common Warrants to Purchase up to 4,792,000 Shares of Common Stock 4,792,000 Shares of Common Stock Underlying the Common Warrants

PROSPECTUS Filed Pursuant to 424(b)(4) Registration No. (333-284298) STARDUST POWER INC. 4,792,000 Shares of Common Stock 4,792,000 Common Warrants to Purchase up to 4,792,000 Shares of Common Stock 4,792,000 Shares of Common Stock Underlying the Common Warrants We are offering on a “reasonable best efforts” basis up to 4,792,000 shares of our common stock, $0.0001 par value per share (“Common Sto

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 22, 2025

A.G.P./Alliance Global Partners 590 Madison Ave., 28th Floor New York, NY 10022 January 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Stardust Power Inc. Registration Statement on Form S-1 File No: 333-284298 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 22, 2025

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 22, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Patrick Fullem Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed January 15, 2025 File No. 333-284298 Ladies a

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 21, 2025

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 21, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Patrick Fullem Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed January 15, 2025 File No. 333-284298 Ladies a

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 16, 2025

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 January 16, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Patrick Fullem Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed January 15, 2025 File No. 333-284298 Ladies a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 STARDUST POWER INC. (Exact name of registrant as specified in its charter)

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) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

Exhibit 10.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [] [ ], 2025, between Stardust Power Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Form of Common Warrant (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

Exhibit 4.4 WARRANT TO PURCHASE SHARES OF COMMON STOCK STARDUST POWER INC. Warrant Shares: Initial Exercise Date: [] Issue Date: [], 2025 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Stardust Power Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0.0001 per share Rule 457

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

Exhibit 4.5 PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK STARDUST POWER INC. Warrant Shares: Issue Date: [ ], 2025 THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or aft

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed with the SEC on January 15, 2025).

Exhibit 10.12 A.G.P./Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022 [ ], 2025 Stardust Power Inc. Attention: Roshan Pujari, Chief Executive Officer 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 Re: Placement Agency Agreement Dear Mr. Pujari: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the s

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement updates, amends and supplements the prospectus dated August 9, 2024 (the “Pro

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between Stardust Power Inc. and Chris Edward Celano, effective January 1, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 7, 2025).

Exhibit 10.1 Stardust Power Inc. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENT This this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is between Chris Edward Celano and Stardust Power Inc. (the “Company”). As a condition of and in consideration of my employment with the Company and my

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated November 6, 2024) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536). This prospectus s

At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between Stardust Power Inc. and Paramita Das, effective January 1, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 7, 2025).

Exhibit 10.2 Stardust Power Inc. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENT This this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is between Paramita Das and Stardust Power Inc. (the “Company”). As a condition of and in consideration of my employment with the Company and my receip

Stardust Power Appoints Chris Celano as Chief Operating Officer

Exhibit 99.1 Stardust Power Appoints Chris Celano as Chief Operating Officer GREENWICH, Conn. – January 7, 2025 – Stardust Power Inc. (NASDAQ: SDST) (“Stardust Power” or the “Company”), an American developer of battery-grade lithium products, is pleased to announce the appointment of Chris Celano as Chief Operating Officer (COO), effective immediately. Mr. Celano will report directly to the Chief

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organizatio

Confidentially Submitted to the Securities and Exchange Commission on December 27, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

Confidentially Submitted to the Securities and Exchange Commission on December 27, 2024.

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) and Rule 424(b)(8) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Pros

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3), Rule 424(b)(8) and Rule 424(c) Registration Statement No.

Stardust Power Acquires Site, Receives Key Permit And Receives Approval For Major Construction To Commence

Exhibit 99.1 Stardust Power Acquires Site, Receives Key Permit And Receives Approval For Major Construction To Commence Caption: Governor of Oklahoma, J. Kevin Stitt, and Founder and CEO, Stardust Power, Roshan Pujari, met December 2, 2024, to discuss the upcoming construction of its lithium refinery in Muskogee, Oklahoma GREENWICH, Conn. – December 17, 2024 – Stardust Power Inc. (“the Company” or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 STARDUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or org

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organization

STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK

Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration Statement No. 333-282536 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated November 6, 2024) STARDUST POWER INC. 6,500,000 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated November 6, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-282536. This prospectus su

GPAC / Global Partner Acquisition Corp II / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-gpac093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares included as part of the units (Title of Class of Securities) G3934P102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 STARDUST POWER INC.

GPAC / Global Partner Acquisition Corp II / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 fp0090471-5sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G3934P102 (CUS

GPAC / Global Partner Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 sdst20240930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 STARDUST POWER INC. (formerly known as BLUE WORLD ACQUISITION CORPORATION) (Name of Issuer) Common Stock Shares, $0.0001 par value per share (Title of Class of Securities) G3934P102 (CUSIP Number) September 30, 2024 (Date of Event Which Requir

SDST / Stardust Power Inc. / Atlas Merchant Capital LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh24055704713ga1-sdst.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stardust Power Inc. (formerly known as “Global Partner Acquisition Corp II”) (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 854936101** (CUSIP Number)

Form of Restricted Share Unit Notice of Grant and Award Agreement under 2024 Equity Incentive Plan.

Exhibit 10.9 STARDUST POWER INC. 2024 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Stardust Power Inc. 2024 Equity Incentive Plan, as amended from time to time (the “Plan”), Stardust Power Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of restricted share unit

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

SDST / Stardust Power Inc. / LMR Partners LLP Passive Investment

SC 13G/A 1 formsc13ga-stardust.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stardust Power Inc. (f/k/a Global Partner Acquisition Corp II) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 854936101 (CUSIP Number) September 30, 2024 (Date of event which r

Stardust Power Announces Q3 2024 Financial Results

Exhibit 99.1 Stardust Power Announces Q3 2024 Financial Results GREENWICH, Conn., November 13, 2024 - Stardust Power Inc. (“Stardust Power” or the “Company”) (Nasdaq: SDST), an American developer of battery-grade lithium products, today announced its results for the third quarter ended September 30, 2024. Third Quarter Business Updates and Subsequent Events Operational highlights for the third qua

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organizatio

SDST / Stardust Power Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d811082dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stardust Power Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 854936101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check

STARDUST POWER INC. 6,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282536 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. Ril

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 November 4, 2024

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 November 4, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Erin Donahue Re: Stardust Power Inc. Registration Statement on Form S-1 (the “Registration Statement”) Filed October 8, 2024 File No. 333-282536 Ladies and

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

As filed with the Securities and Exchange Commission on October 7, 2024 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) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation or organization) (Primary Standard I

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Stardust Power Inc.

Registration Rights Agreement, dated October 7, 2024, by and among Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 7, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Stardust Power Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agree

Common Stock Purchase Agreement, dated October 7, 2024, by and among Stardust Power Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2024).

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDAC

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organi

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 17, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or org

Letter from WithumSmith+Brown, PC dated September 19, 2024 (incorporated by reference to Exhibit 16.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 20, 2024).

Exhibit 16.1 September 19, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Stardust Power Inc. (formerly known as Global Partner Acquisition Corp. II) statements included under Item 4.01 of its Form 8-K dated September 17, 2024. We agree with the statements concerning our Firm under Item 4.01, in whic

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

As filed with the Securities and Exchange Commission on September 17, 2024

As filed with the Securities and Exchange Commission on September 17, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Stardust Power Inc.

SDST / Stardust Power Inc. / Global Partner Sponsor II LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Stardust Power Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 854936101 (CUSIP Number) July 8, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included in the Proxy Statement/ Prospectus. In this section, the historical financial information presented for GPAC II is for Stardust Power Inc. (F/K/A Global Partners Acquisition Corporation Inc. II) adjusted to give effect to the Business Combinatio

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated August 9, 2024) STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus supplement supplements the prospectus dated August 9, 2024 (the “Prospectus”), which for

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorp

Stardust Power Inc. & Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in USD, except number of shares)

Exhibit 99.1 Stardust Power Inc. & Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in USD, except number of shares) As of June 30, 2024 As of December 31, 2023 (unaudited) ASSETS Current assets Cash $ 641,966 $ 1,271,824 Prepaid expenses and other current assets 226,683 426,497 Deferred transaction costs 2,829,196 1,005,109 Total current assets $ 3,697,845 $ 2,703,430 Computer and eq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 STARDUST POWER INC. (Exa

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF STARDUST POWER

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF STARDUST POWER The following discussion and analysis of the financial condition and results of operations of Stardust Power Inc. should be read together with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024, together with the related notes

Engineering Agreement, dated August 4, 2024, by and among Stardust Power Inc. and Primero USA, Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1/A filed with the SEC on August 9, 2024).

Exhibit 10.8 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***]. Agreement Details Agreement Number 55101-CON-CM-001 Parties Primero USA, Inc. Suite 1175, One Westchase Center, 10777 Westheimer Rd, Houston,

As filed with the Securities and Exchange Commission on August 9, 2024

As filed with the Securities and Exchange Commission on August 9, 2024 No. 333-281160 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation or organization

STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-281160 PROSPECTUS STARDUST POWER INC. Up to 55,190,875 Shares of Common Stock Up to 10,566,596 Shares of Common Stock Underlying Warrants Up to 5,566,667 Warrants to Purchase Common Stock This prospectus relates to the issuance by us of up to 10,566,596 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Stardust Power

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 4, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organiz

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 August 8, 2024

Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich, CT 06830 August 8, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Bradley Ecker Re: Stardust Power Inc.   Registration Statement on Form S-1 (the “Registration Statement”)   Filed August 1, 2024, as amended   File No. 333-28

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Stardust Power Inc.

As filed with the Securities and Exchange Commission on July 31, 2024

As filed with the Securities and Exchange Commission on July 31, 2024 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) Delaware 2800 99-3863616 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind

GPAC.W / Global Partner Acquisition Corp II - Equity Warrant / CORTEGOSO PABLO Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Stardust Power Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 854936101 (CUSIP Number) Pablo Cortegoso Chief Technical Officer Stardust Power Inc. 6608 N. Western Avenue, Suite 466 Nichols Hills, OK 73116 800-742-3095 (Name,

GPAC.W / Global Partner Acquisition Corp II - Equity Warrant / PUJARI ROSHEN Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Stardust Power Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 854936101 (CUSIP Number) Roshen Pujari Chief Executive Officer Stardust Power Inc. 6608 N. Western Avenue, Suite 466 Nichols Hills, OK 73116 800-742-3095 (Name, Ad

Form of Lock-Up Agreement, dated as of Closing, by and among Global Partner Acquisition Corp II and Stardust Power Stockholders (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 10.3 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024 (the “Effective Date”), is made and entered into by and among Global Partner Acquisition Corp II, a Delaware corporation (to be renamed “Stardust Power Inc.” upon Closing (as defined below), the “Company”), and the Persons set forth on Schedule I to this Agreement (such Persons

Stockholder Agreement, dated July 8, 2024, by and among Global Partner Acquisition Corp II and its Affiliates and Roshan Pujari and his Affiliates (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 10.4 Execution Version STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this “Agreement”), is made as of July 8, 2024, by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, a Delaware corporation (the “Company”)), Global Partner Sponsor II LLC, a Delaware limited liability company (together with its Affiliates, “Sponsor”), and Rosh

Code of Business Conduct and Ethics.

Exhibit 14.1 Stardust Power Inc. Code of Business Conduct and Ethics 1. Purpose Stardust Power Inc. (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company has adopted this Code of Business Conduct and Ethics (this “Code”).

Stardust Power to Ring the Nasdaq Stock Market Opening Bell ● Stardust Power trading on Nasdaq under the ticker symbol “SDST”

Exhibit 99.5 Stardust Power to Ring the Nasdaq Stock Market Opening Bell ● Stardust Power trading on Nasdaq under the ticker symbol “SDST” Greenwich, Conn. – July 9, 2024 – Stardust Power Inc. (“Stardust Power” or the “Company”) (Nasdaq: SDST), a development stage American manufacturer of battery-grade lithium products, today announced that Founder and CEO Roshan Pujari and other members of the St

Stardust Power Inc. & Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in USD, except number of shares)

Exhibit 99.2 Stardust Power Inc. & Subsidiary CONDENSED CONSOLIDATED BALANCE SHEETS (all amounts in USD, except number of shares) As of March 31, 2024 As of December 31, 2023 (unaudited) ASSETS Current assets Cash $ 388,398 $ 1,271,824 Prepaid expenses and other current assets 281,669 426,497 Deferred transaction costs 1,816,261 1,005,109 Total current assets $ 2,486,328 $ 2,703,430 Computer and e

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 21.1 LIST OF SUBSIDIARIES Entity Jurisdiction Stardust Power LLC Delaware

Bylaws of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 3.2 Execution Version GLOBAL PARTNER ACQUISITION CORP II (a Delaware corporation) BYLAWS GLOBAL PARTNER ACQUISITION CORP II (a Delaware corporation) BYLAWS Article I STOCKHOLDERS 1.1 Place of Meetings. Meetings of stockholders may be held either at a place, within or without the State of Delaware as permitted by the Delaware General Corporation Law (the “DGCL”), or by means of remote commu

Stardust Power 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 10.6 Stardust Power Inc. 2024 Equity Incentive Plan 1. Purpose of this Plan. The purpose of this Plan is to advance the interests of the Company’s shareholders by enhancing the ability of the Company Group to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company Group by providing such persons with incentive compensation and equity

Form of Indemnification Agreement by and between Registrant and its officers and directors (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) dated the day of , 2024, by and between Stardust Power Inc., a Delaware corporation (f/k/a Global Partner Acquisition Corp II, the “Company”), and , an individual (“Indemnitee”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Business Combination Agr

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF STARDUST POWER

Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF STARDUST POWER The following discussion and analysis of the financial condition and results of operations of Stardust Power Inc. should be read together with our unaudited condensed consolidated financial statements for the three months ended March 31, 2024, together with the related notes thereto

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information presents the combination of the financial information of GPAC II and Stardust Power adjusted to give effect to the Business Combination, Material Events, and related transactions. The unaudited pro forma condensed combined financial information is pre

Stardust Power Closes Business Combination and Set to Begin Trading on Nasdaq ● Stardust Power Closes Business Combination Agreement with Global Partner Acquisition Corp II ● Stardust Power set to begin trading on Nasdaq under the ticker symbol “SDST

Exhibit 99.1 Stardust Power Closes Business Combination and Set to Begin Trading on Nasdaq ● Stardust Power Closes Business Combination Agreement with Global Partner Acquisition Corp II ● Stardust Power set to begin trading on Nasdaq under the ticker symbol “SDST” Greenwich, Conn. – July 8, 2024 – Stardust Power Inc. (“Stardust Power” or the “Company”), a development stage American manufacturer of

Certificate of Incorporation of Global Partner Acquisition Corp II (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF GLOBAL PARTNER ACQUISITION CORP II ARTICLE I The name of this corporation is GLOBAL PARTNER ACQUISITION CORP II (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Dr, Wilmington, New Castle, DE 19808. The name of its registered agent at such address is Corporat

Amended and Restated Registration Rights Agreement, dated July 8, 2024, by and among the Company, Roshan Pujari, Global Partner Sponsor II LLC, and certain security holders named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 12, 2024).

Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of July 8, 2024, is made and entered into by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, the “Company”), Roshan Pujari (the “Shareholder Representative”), Global Partne

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2024 STARDUST POWER INC. (Exact name of registrant as specified in its charter) Delaware 001-39875 99-3863616 (State or other jurisdiction of incorporation or organizat

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39875 N/A (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 GLOBAL PARTNER ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 27, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact Name of Registrant as Specified in Charter) Cayman Islands 001-39875 N/A (State or Other Jurisdiction of Incorporation) (Commis

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporation) (Co

Form of PIPE Subscription Agreement

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Global Partner Acquisition Corp II 200 Park Avenue, 32nd Floor New York, NY 10166 Ladies and Gentlemen: This subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC”), which shall be d

Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2024).

Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023, as amended by that Amendment No. 1 to Business Combination Agreement, dated as of April 24, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Co

Amendment No. 2 to the Business Combination Agreement, dated as of June 20, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC, and Stardust Power Inc.

Exhibit 2.1 AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023, as amended by that Amendment No. 1 to Business Combination Agreement, dated as of April 24, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 GLOBAL PARTNER ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporation) (Co

Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on June 21, 2024).

Exhibit 10.1 Execution Version SUBSCRIPTION AGREEMENT Global Partner Acquisition Corp II 200 Park Avenue, 32nd Floor New York, NY 10166 Ladies and Gentlemen: This subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC”), which shall be d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 GLOBAL PART

425 1 ea0208067-8k425global2.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-3987

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 GLOBAL PART

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporat

Stardust Power Inc. is a development stage American manufacturer of battery - grade lithium products, designed to supply the electric vehicle (EV) industry and help to secure America’s leadership in the energy transition. Stardust Power is in the pro

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

The Stardust Power executives wait to talk to investors in Greenwich.

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Stardust Power Announces Further Key Management Appointments Chief Commercial Officer and Director of Accounting to strengthen management team

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

The Stardust Power executives wait to talk to investors in Greenwich.

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Filed by Global Partner Acquisition Corp II pursuant to

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF GLOBAL PARTNER ACQUISITION CORP II PROSPECTUS FOR UP TO 63,038,964 SHARES OF COMMON STOCK AND 12,276,172 WARRANTS OF GLOBAL PARTNER ACQUISITION CORP II (AFTER ITS DOMESTICATION AS A CORPORATION INC

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-276510 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF GLOBAL PARTNER ACQUISITION CORP II PROSPECTUS FOR UP TO 63,038,964 SHARES OF COMMON STOCK AND 12,276,172 WARRANTS OF GLOBAL PARTNER ACQUISITION CORP II (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE) The board of directors of Global Pa

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Filed by Global Partner Acquisition Corp II pursuant to Rule 425

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Usha Resources Executes Letter of Intent To Sell Up to 90% of the Jackpot Lake Lithium Brine Project for Total Consideration of up to US$26,025,000

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39875 GLOBAL PARTNER ACQUISIT

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 9, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 9, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.

As filed with the United States Securities and Exchange Commission on May 8, 2024. Registration No. 333-276510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURI

Table of Contents As filed with the United States Securities and Exchange Commission on May 8, 2024.

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 8, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 8, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 8, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 8, 2024 VIA EDGAR Attention: Nudrat Salik   Michael Fay   Jessica Ansart   Lauren Nguyen Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Form of Lock-Up Agreement by and among Global Partner Acquisition Corp II and Stardust Power Stockholders (included as Annex F to the proxy statement/prospectus).

EX-10.6 Exhibit 10.6 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], 2024 (the “Effective Date”), is made and entered into by and among Global Partner Acquisition Corp II, a Delaware corporation (to be renamed “Stardust Power, Inc.” upon Closing (as defined below), the “Company”), and the Persons set forth on Schedule I to this Agreement (suc

Filing Fees Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables Form S-4 (Form Type) Global Partner Acquisition Corp II (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type (1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate  Amount of R

Letter of Intent, Proposal for Jackpot Lake, dated March 15, 2024, by and between Usha Resources Ltd. and Stardust Power, Inc.

EX-10.32 Exhibit 10.32 To: Usha Resources Ltd. 1681 Chestnut St, Vancouver, BC V6J 1M6, Canada Re: Proposal for Jackpot Lake LETTER OF INTENT Dear Mr. Deepak Varshney: This letter of interest (this “Letter”) dated March 15, 2024 (“LOI Date”) is intended to summarize the principal terms of a proposal being considered by Stardust Power, Inc. (“Buyer”) regarding its or its designee’s possible acquisi

As filed with the United States Securities and Exchange Commission on May 6, 2024. Registration No. 333-276510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURI

Table of Contents As filed with the United States Securities and Exchange Commission on May 6, 2024.

Form of Indemnification Agreement.

EX-10.28 Exhibit 10.28 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) dated the day of    , 2024, by and between Stardust Power Inc., a Delaware corporation (f/k/a Global Partner Acquisition Corp II, the “Company”), and    , an individual (“Indemnitee”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Business

Letter of Interest, dated March 12, 2024, by and between IGX Minerals LLC and Stardust Power, Inc.

EX-10.31 Exhibit 10.31 Stardust Power Inc. 15 E. Putnam Ave, Suite 378 Greenwich CT 06830 March 13, 2024 Richard Leveille Manager IGX Minerals LLC 650 Ocean Dr. #11A Key Biscayne, FL 33149 Re: Proposal for IGX Minerals LLC LETTER OF INTENT Dear Richard Leveille, This letter of interest (this “Letter”) dated March 12. 2024 (“LOI Date”) is intended to summarize the principal terms of a proposal bein

Letter of Intent, Lithium Brine Feedstock, dated March 15, 2024, by and between Usha Resources Inc. and Stardust Power, Inc.

EX-10.33 Exhibit 10.33 Letter of Intent- Lithium Brine Feedstock This Letter of Intent (LOI) documents the initial intent for Usha Resources Inc. (TSX:USHA), and/or its subsidiaries or nominees, (USHA) and Stardust Power Inc., a Delaware corporation, (“Stardust”), and or its subsidiaries or nominees,, to negotiate an agreement to work together collaboratively in good faith to assess the lithium br

Form of Proposed Certificate of Incorporation of the Combined Company, to become effective upon Domestication (included as Annex B to the proxy statement/prospectus).

EX-3.4 Exhibit 3.4 Execution Version CERTIFICATE OF INCORPORATION OF GLOBAL PARTNER ACQUISITION CORP II ARTICLE I The name of this corporation is GLOBAL PARTNER ACQUISITION CORP II (the “Corporation”). ARTICLE II The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Dr, Wilmington, New Castle, DE 19808. The name of its registered agent at such address is C

Amendment No. 1 to Services Agreement, dated June 1, 2023, by and between VIKASA Capital Partners LLC and Stardust Power Inc.

EX-10.36 Exhibit 10.36 Amendment No. 1 to Services Agreement This amendment, dated June 1, 2023 (this “Amendment”) amends the Services Agreement, dated, March 16, 2023 (the “Original Agreement” and as modified by this Amendment, the “Agreement”), between VIKASA Capital Partners LLC (“we” or “VIKASA”) and Stardust Power Inc. on behalf of itself and its affiliated entities (“you” or “Client”) relate

Contract for Purchase and Sale of Real Estate, dated January 10, 2024, by and between City of Muskogee and Stardust Power LLC.

EX-10.34 Exhibit 10.34 CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE THIS CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (“Contract”) is made and entered into on January 10, 2024 (the “Effective Date”), by and between CITY OF MUSKOGEE, a charter city organized under the constitution of the State of Oklahoma, hereafter referred to as “Seller”, and STARDUST POWER LLC, a Delaware limited liability com

Form of Proposed Bylaws of the Combined Company, to become effective upon Domestication (included as Annex C to the proxy statement/prospectus).

EX-3.5 Exhibit 3.5 Execution Version GLOBAL PARTNER ACQUISITION CORP II (a Delaware corporation) BYLAWS GLOBAL PARTNER ACQUISITION CORP II (a Delaware corporation) BYLAWS ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. Meetings of stockholders may be held either at a place, within or without the State of Delaware as permitted by the Delaware General Corporation Law (the “DGCL”), or by means of remot

Letter of Intent, Lithium Brine Processing, dated October 10, 2023, by and between QX Resources Limited and Stardust Power Inc.

EX-10.30 Exhibit 10.30 Letter of Intent- Lithium Brine Processing This Letter of Intent (LOI) documents the initial non-binding intent for QX Resources Limited (and/or its subsidiaries or nominees) (QXR) and Stardust Power Inc. (Stardust) to negotiate an agreement to work together collaboratively in good faith to assess the lithium brines from QXR’s Liberty Lithium Brine Project and evaluate optio

Services Agreement, dated March 16, 2023, by and between VIKASA Capital Partners LLC and Stardust Power Inc.

EX-10.35 Exhibit 10.35 SERVICES AGREEMENT between VIKASA CAPITAL PARTNERS LLC and STARDUST POWER INC. as of March 16, 2023 1 SERVICES AGREEMENT This Services Agreement (this “Agreement”), made and entered into as of March 16, 2023 (“Effective Date”) by and among VIKASA Capital Partners LLC, a Delaware limited liability company (the “Advisor”) and Stardust Power Inc, a Delaware corporation (“Compan

Form of Stardust Power 2024 Equity Plan (included as Annex D to the proxy statement/prospectus).

EX-10.4 Exhibit 10.4 Stardust Power Inc. 2024 Equity Incentive Plan 1. Purpose of this Plan. The purpose of this Plan is to advance the interests of the Company’s shareholders by enhancing the ability of the Company Group to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company Group by providing such persons with incentive compensation and

Form of Proxy Card.

EX-99.1 Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet—QUICK EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail GLOBAL PARTNER ACQUISITION CORP II Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m.,

Amendment No. 2 to Services Agreement, dated July 1, 2023, by and between VIKASA Capital Partners LLC and Stardust Power Inc.

EX-10.37 Exhibit 10.37 Amendment No. 2 to Services Agreement This amendment, dated July 1, 2023 (this “Amendment”) amends the Services Agreement, dated, March 16, 2023 (the “Original Agreement” and as modified by this Amendment, the “Agreement”), between VIKASA Capital Partners LLC (“we” or “VIKASA”) and Stardust Power Inc. on behalf of itself and its affiliated entities (“you” or “Client”) relate

Form of Shareholder Agreement by and among Global Partner Acquisition Corp II and its Affiliates and Roshan Pujari and his Affiliates (included as Annex E to the proxy statement/prospectus).

EX-10.5 Exhibit 10.5 FORM OF STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this “Agreement”), is made as of [   ], 2024, by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, a Delaware corporation (the “Company”)), Global Partner Sponsor II LLC, a Delaware limited liability company (together with its Affiliates, “Sponsor”), and Roshan

Form of Subscription Agreement.

EX-10.29 Exhibit 10.29 Execution Version SUBSCRIPTION AGREEMENT Global Partner Acquisition Corp II 200 Park Avenue, 32nd Floor New York, NY 10166 Ladies and Gentlemen: This subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC”), which

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 6, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 May 6, 2024 VIA EDGAR Attention: Nudrat Salik Michael Fay Jessica Ansart Lauren Nguyen Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Stardust Power Deepens its Lithium Expertise with Appointment of Randal Harris as Director of Construction

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 GLOBAL PAR

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incor

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorpora

Amendment No. 1 to the Business Combination Agreement, dated as of April 24, 2024, by and among Global Partner Acquisition Corp II, Strike Merger Sub I, Inc., Strike Merger Sub II, LLC and Stardust Power Inc. (incorporated by reference to Exhibit 2.1 to Global Partner Acquisition Corp II’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).

Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39875

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 April 22, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 April 22, 2024 VIA EDGAR Attention: Nudrat Salik Michael Fay Division of Corporation Finance Office of Industrial Applications and Services United States Securities and Exchange Commission 100 F Street, NE Washington, D.

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

As filed with the United States Securities and Exchange Commission on April 18, 2024. Registration No. 333-276510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SEC

Table of Contents As filed with the United States Securities and Exchange Commission on April 18, 2024.

Specimen Common Stock Certificate of the Combined Company.

Exhibit 4.6 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] GLOBAL PARTNER ACQUISITION CORP II INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF GLOBAL PARTNER ACQUISITION CORP II (THE “COMPANY”) transferable on the books of the Company in p

Form of Certificate of Corporate Domestication of Global Partner Acquisition Corp II to be filed with the Secretary of State of Delaware.

Exhibit 4.7 FORM OF CERTIFICATE OF DOMESTICATION OF GLOBAL PARTNER ACQUISITION CORP II The undersigned being the duly authorized and elected Chief Executive Officer of Global Partner Acquisition Corp II, a Cayman Islands exempted company, which intends to domesticate as a Delaware corporation pursuant to this Certificate of Domestication (the ”Corporation”) and in accordance with the provisions of

Form of Proxy Card.

Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet—QUICK EASY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail GLOBAL PARTNER ACQUISITION CORP II Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 April 18, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 April 18, 2024 VIA EDGAR Attention: Nudrat Salik Michael Fay Jessica Ansart Lauren Nguyen Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 GLOBAL PART

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporat

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorporat

Employment Agreement, dated December 31, 2023, by and between Udaychandra Devasper and Stardust Power Inc.

Exhibit 10.24 AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT As a condition of my employment with Stardust Power Inc. (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this At-Will Employment, Confidential Inform

As filed with the United States Securities and Exchange Commission on March 22 , 2024. Registration No. 333-276510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SE

Table of Contents As filed with the United States Securities and Exchange Commission on March 22 , 2024.

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 March 22, 2024

Global Partner Acquisition Corp II 200 Park Avenue 32nd Floor New York, New York 10166 March 22, 2024 VIA EDGAR Attention: Nudrat Salik Michael Fay Jessica Ansart Lauren Nguyen Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.

Stardust Power Co-Founder and Chief Executive Officer Roshan Pujari and Global Partner II CEO & Chairman Chandra Patel, SPAC Insider Podcast – March 21, 2024

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Description of Registered Securities.*

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2023, Global Partner Acquisition Corp II (“we,” “our,” “us,” “GPAC” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39875 GLOBAL PARTNER AC

Global Partner Acquisition Corp II Clawback Policy.*

Exhibit 97.1 CLAWBACK POLICY GLOBAL PARTNER ACQUISITION CORP II PURPOSE Global Partner Acquisition Corp II (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s board of directors (the “Boa

Form of Joinder to Letter Agreement (incorporated by reference to Exhibit 10.21 to Global Partner Acquisition Corp II’s Annual Report on Form 10-K, filed with the SEC on March 19, 2024.

Exhibit 10.21 Global Partner Acquisition Corp II JOINDER to LETTER AGREEMENT January 13, 2023 By executing this joinder, the undersigned hereby agrees, as of the date first set forth above, that he shall become a party to that certain Letter Agreement, dated January 11, 2021 (the “Letter Agreement”), by and among Global Partner Acquisition Corp II, its officers and directors and Global Partner Spo

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

GPAC / Global Partner Acquisition Corp II / Vivaldi Asset Management, LLC Passive Investment

SC 13G/A 1 schedule13gagpac3724.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3934P102 (CUSIP Number) January 31, 2024 (Date of Event which Requires Filing o

GPAC / Global Partner Acquisition Corp II / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3934P102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriat

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Stardust Power Inc. is a development stage American manufacturer of battery grade lithium products, designed to supply the electric vehicle (EV) industry and helping to secure America’s leadership in the energy transition. Stardust Power is developin

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

Stardust Power Co-Founder and Chief Executive Officer Roshan Pujari, Mining Magazine – February 22, 2024

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

2

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

GPAC / Global Partner Acquisition Corp II / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0087161-18sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G3934P102 (CUSIP

GPAC / Global Partner Acquisition Corp II / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-gpac123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Partner Acquisition Corp II (Name of Issuer) Class A Ordinary Shares included as part of the units (Title of Class of Securities) G3934P102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this

GPAC / Global Partner Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 gpac20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 GLOBAL PARTNER ACQUISITION CORP II (Name of Issuer) Class A ordinary shares, $.0001 par value per share (Title of Class of Securities) G3934P102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

Stardust Power Announces Key Management Appointments New Chief Financial Officer and Senior Project Director to bolster management team

Filed by Global Partner Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.

GPAC / Global Partner Acquisition Corp II / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoragpac123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Global Partner Acquisition Corp II (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G3934P102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat

Amendment to Promissory Note, dated January 13, 2023, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II LLC.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 GLOBAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 GLOBAL PARTNER ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-39875 N/A (State or other jurisdiction of incorp

Amendment to Promissory Note, Dated January 13, 2023, by and among Global Partner Acquisition Corp II and Global Partner Sponsor II (incorporated by reference to Exhibit 10.1 to Global Partner Acquisition Corp II’s Current Report on Form 8-K, filed with the SEC on February 13, 2024).

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH