Up to $5,000,0000

Stardust Power Inc.

Common Stock

This prospectus supplement and the accompanying prospectus relate to the issuance and sale from time to time of shares of our common stock, par value $0.0001 per share, having an aggregate offering price of up to $5,000,000 through B. Riley Securities, Inc. (the "Agent"). These sales, if any, will be made pursuant to the terms of the At Market Issuance Sales Agreement dated May 8, 2026 between us and the Agent (the "Sales Agreement"), which will be filed as an exhibit to a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Under the terms of the Sales Agreement, we also may sell shares of our common stock to the Agent as principal for their own accounts at a price agreed upon at the time of the sale.

Our common stock trades on the Nasdaq Capital Market (the "Nasdaq") under the symbol "SDST." On May 6, 2026, the last reported sale price of our common stock on Nasdaq was $2.49 per share. The Agent is not required to sell any specific number or dollar amount of shares of our common stock but will use their commercially reasonable efforts, as our agent and subject to the terms of the Sales Agreement, to sell the shares of our common stock offered, as instructed by us.

The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately $29.3 million, which was calculated based on 10,385,366 shares of common stock outstanding as of April 30, 2026, of which 3,439,321 shares were held by affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. We have sold no securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus supplement.