Stardust Power Inc. — Regulatory Filings 2025

Jul 17, 2025

424B3 1 form424b3.htm 424B3

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

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This prospectus supplement updates, amends and supplements the prospectus dated May 5, 2025 (the “ Prospectus ”), which forms a part of our registration statement on Form S-1 (No. 333-281160). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Common Stock and Warrants are listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “SDST” and “SDSTW,” respectively. On July 14, 2025, the last reported sales price of our Common Stock was $0.47 per share and the last reported sales price of our Warrants was $0.06 per Warrant.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

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Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 6 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

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

The date of this prospectus supplement is July 15, 2025.

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ABOUT THIS PROSPECTUS SUPPLEMENT

We are filing this prospectus supplement to amend and update the “Principal Stockholders” and “Selling Securityholders” tables and the applicable footnotes of the Prospectus to reflect a distribution of an aggregate of 103,817 shares of Stardust Power Inc. common stock, par value $0.0001 per share (the “Common Stock”), from Roshen Pujari (the “transferor”), one of the selling securityholders previously identified in the Prospectus, to individuals and entities affiliated with the transferor. This prospectus supplement is not increasing the number of shares of Common Stock or Warrants being offered under the Prospectus, but only reflecting the transfer of previously registered Common Stock and Warrants.

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COVER PAGE OF THE PROSPECTUS

Directly following clause (ii) of the second paragraph on the cover page of the Prospectus, the below language shall be inserted:

On June 18, 2025, 103,817 shares of Common Stock, were distributed by the transferor to individuals and entities affiliated with the transferor.

PRINCIPAL STOCKHOLDERS

The information in the table that appears under the caption “Principal Stockholders” on page 119 of the Prospectus is modified by replacing the previous corresponding rows in the table, as well as the corresponding footnotes, with the information below.

Applicable percentages are based on (i) 84,447,421 shares of Common Stock and (ii) 10,430,800 shares of Common Stock underlying the Warrants for a total of 94,878,221 shares of Common Stock as of July 14, 2025, adjusted as required by rules promulgated by the SEC.

Number of Shares	% of Class
Name of Beneficial Owners	Number of Shares	% of Class
Five percent holders:
Endurance Antarctica Partners II, LLC(1)	6,070,495	7.14 %
Roshan Pujari(2)	21,144,284	25.04 %
Pablo Cortegoso(5)	4,944,764	5.86 %
Armistice Capital, LLC(3)	4,526,000	5.36 %
Total Beneficial Owners	36,685,543	43.43 %
Directors and Named Executive Officers
Roshan Pujari(2)	21,144,284	25.04 %
Udaychandra Devasper(4)	510,295	*
Pablo Cortegoso(4)	4,944,764	5.86 %
Chris Edward Celano	13,075	*
Mark Rankin(3)	819,419	* %
Sudhindra Kankanwadi(4)	9,425	*
Michael Earl Cornett Sr.(4)	9,425	*
Anupam Agarwal(4)	739,516	* %
Charlotte Nangolo(4)	469,649	* %
Total Directors and Executive Officers	28,659,852	33.94 %

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*Less than 1%

| (1) | Antarctica
Endurance Manager, LLC, is the general partner of Endurance Antarctica Partners II, LLC. Voting and investment decisions with respect
to the reported securities are made by a majority vote of three managers. Includes 850,001 shares of Common Stock subject to vesting
based on earnout conditions and 5,220,494 shares of Common Stock underlying Warrants to purchase shares of Common stock. |
| --- | --- |
| (2) | This
amount includes 3,421,327 shares of Common Stock held directly by Roshan Pujari, 4,652,864 shares of Common Stock held by Energy
Transition Investors LLC, 10,872,790 shares of Common Stock held by 7636 Holdings LLC, 1,737,079 shares of Common Stock held by VIKASA
Clean Energy I LP and 460,224 shares of Common Stock held by Roshan Pujari’s spouse, Maggie Clayton. The business address of
Energy Transition Investors LLC, 7636 Holdings LLC and VIKASA Clean Energy I LP is 6608 N Western Avenue, 466, Nichols Hills, OK
73116. The business address of Mr. Pujari and Ms. Clayton is 15 E. Putnam Avenue, #139, Greenwich, CT 06830. |
| (3) | This
amount is based on a Schedule 13G filed with the SEC on May 15, 2025. Armistice Capital, LLC (“Armistice Capital”) is
the investment manager of Armistice Capital Master Fund Ltd. (the “Master Fund”), the direct holder of the shares of
Common Stock, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the
securities of the Company held by the Master Fund and thus may be deemed to beneficially own the securities of the Company held by
the Master Fund. Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the
Company held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of such securities directly held by
it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice
Capital. The business address of Armistice Capital, the Master Fund, and Mr. Boyd is 510 Madison Avenue, 7th Floor, New York, New
York 10022. |
| (4) | This
amount includes 809,994 shares of Common Stock held by VKK Holdings LLC, of which Mr. Rankin is a member. Mr. Rankin may be deemed
to share beneficial ownership of the shares of Common Stock held of record by VKK Holdings LLC. |
| (5) | Unless
otherwise noted, the business address of each of our executive officers and directors is 15 E. Putnam Ave, #139, Greenwich, CT 06830. |

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SELLING SECURITYHOLDERS

The information in the table that appears under the caption “Selling Securityholders” on pages 120 through 125 of the Prospectus is modified by replacing the previous table rows for the below entities and individuals, as well as the corresponding footnotes, with the information below.

| Name | Shares
of Common Stock — Number
Beneficially Owned Prior to Offering | Number
Registered for Sale Hereby | Number
Beneficially Owned After Offering | Percent
Owned After Offering | Warrants
to Purchase Common Stock — Number
Beneficially Owed Prior to Offering | Number
Registered for Sale Hereby | Number
Beneficially Owned After Offering | Percent
Owned After Offering |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Roshan Pujari (1) | 21,144,284 | 21,098,556 | - | - | - | - | - | - |
| Pablo Cortegoso (2) | 4,944,764 | 4,602,239 | - | - | - | - | - | - |
| Udaychandra Devasper (3) | 989,481 | 989,481 | - | - | - | - | - | - |
| Mark Rankin (4) | 819,419 | 809,994 | - | - | - | - | - | - |
| Anupam Agarwal (5) | 739,516 | 690,336 | - | - | - | - | - | - |
| Charlotte Nangolo (6) | 469,649 | 460,224 | - | - | - | - | - | - |
| American Investor Group Direct,
LLC (7) | 926,906 | 926,906 | - | - | - | - | - | - |
| Joseph Donahue (8) | 5,348 | 5,348 | - | - | - | - | - | - |
| Donald Thompson (9) | 2,674 | 2,674 | - | - | - | - | - | - |
| LMR Multi-Strategy Master Fund
Limited (10) | 8,500 | 8,500 | - | - | - | - | - | - |
| LMR CCSA Master Fund Limited (10) | 8,500 | 8,500 | - | - | - | - | - | - |
| Atlas Merchant Capital SPAC
Fund I LP (11) | 17,000 | 17,000 | - | - | - | - | - | - |
| Sandia Investment Management
LP (12) | 16,426 | 16,426 | - | - | - | - | - | - |
| Charles Egas (13) | 9,204 | 9,204 | - | - | - | - | - | - |
| Dane Walin (14) | 6,903 | 6,903 | - | - | - | - | - | - |
| Heather Farley (15) | 92,045 | 92,045 | - | - | - | - | - | - |
| Keoni Grundhauser (16) | 9,204 | 9,204 | - | - | - | - | - | - |
| Tyler Coons (17) | 55,227 | 55,227 | - | - | - | - | - | - |
| Eric S. Carnell (18) | 92,045 | 92,045 | - | - | - | - | - | - |
| John Riesenberg (20) | 460,224 | 460,224 | - | - | - | - | - | - |
| Michael Thompson (21) | 230,112 | 230,112 | - | - | - | - | - | - |
| William Tates (22) | 100,674 | 100,674 | - | - | - | - | - | - |
| Abi Adeoti (23) | 102,630 | 102,630 | - | - | - | - | - | - |
| Rainbolt Family Foundation (24) | 230,112 | 230,112 | - | - | - | - | - | - |
| Pristine Services LLC (25) | 18,409 | 18,409 | - | - | - | - | - | - |
| Red Alps Worldwide Inc. (26) | 2,452,994 | 2,452,994 | - | - | - | - | - | - |
| American Investor Group LLC (27) | 1,270,218 | 1,270,218 | - | - | - | - | - | - |
| Shohaib K Sumar (28) | 24,497 | 24,497 | - | - | - | - | - | - |
| Emily C Anderson (29) | 6,124 | 6,124 | - | - | - | - | - | - |
| Dave Hahn (30) | 6,124 | 6,124 | - | - | - | - | - | - |
| Michele Circelli (31) | 690,336 | 690,336 | - | - | - | - | - | - |
| Randal Harris (32) | 345,168 | 345,168 | - | - | - | - | - | - |
| Adam L. Gray Revocable Trust
U/A/D 10/5/2006 (33) | 39,717 | 39,717 | - | - | 55,382 | 55,382 | - | - |
| Christopher Shackelton (34) | 39,717 | 39,717 | - | - | 55,382 | 55,382 | - | - |
| John Ripley MG Trust (35) | 22,449 | 22,449 | - | - | 31,199 | 31,199 | - | - |
| Paul Zepf (36) | 279,504 | 279,504 | - | - | 404,688 | 404,688 | - | - |
| Pemdore Capital LLC (37) | 7,777 | 7,777 | - | - | 10,802 | 10,802 | - | - |
| Tomahawk International Holding
Limited (38) | 12,431 | 12,431 | - | - | 17,285 | 17,285 | - | - |
| James McCann (39) | 8,137 | 8,137 | - | - | 11,321 | 11,321 | - | - |
| APSFAM Trust (40) | 7,156 | 7,156 | - | - | 9,939 | 9,939 | - | - |
| Gary DiCamillo (41) | 13,374 | 13,374 | - | - | 18,633 | 18,633 | - | - |
| Neal D Goldman Trust (42) | 5,725 | 5,725 | - | - | 7,951 | 7,951 | - | - |
| Michael Johnston (43) | 5,725 | 5,725 | - | - | 7,951 | 7,951 | - | - |
| William David Brining (44) | 5,152 | 5,152 | - | - | 7,156 | 7,156 | - | - |
| Zepf 1999 Descendants’
Trust (45) | 25,548 | 25,548 | - | - | 38,572 | 38,572 | - | - |
| Pano Anthos (46) | 16,667 | 16,667 | - | - | 23,041 | 23,041 | - | - |
| Lawrence Turnbull (47) | 2,576 | 2,576 | - | - | 3,578 | 3,578 | - | - |
| Jeffrey Weiss (48) | 716 | 716 | - | - | 994 | 994 | - | - |
| Christopher Murphy (49) | 2,072 | 2,072 | - | - | 2,888 | 2,888 | - | - |
| David Shackelton (50) | 2,072 | 2,072 | - | - | 2,888 | 2,888 | - | - |
| Chivonne Cassar (51) | 1,985 | 1,985 | - | - | 2,769 | 2,769 | - | - |
| Ashley Cousins (52) | 1,985 | 1,985 | - | - | 2,769 | 2,769 | - | - |
| Joseph Megibow (53) | 716 | 716 | - | - | 994 | 994 | - | - |
| David Apseloff (54) | 7,734 | 7,734 | - | - | - | - | - | - |
| Claudia Hollingsworth (55) | 9,079 | 9,079 | - | - | 12,670 | 12,670 | - | - |
| Pamarona Investments Limited (56) | 2,576 | 2,576 | - | - | 3,578 | 3,578 | - | - |
| AMRO Holdings Limited (57) | 2,576 | 2,576 | - | - | 3,578 | 3,578 | - | - |
| Mark Drever (58) | 2,863 | 2,863 | - | - | 3,976 | 3,976 | - | - |
| William Kerr (59) | 21,960 | 21,960 | - | - | 30,560 | 30,560 | - | - |
| CDG Management, LLC (60) | 29,884 | 29,884 | - | - | 41,505 | 41,505 | - | - |
| David Chamberlain Family Trust (61) | 5,725 | 5,725 | - | - | 7,951 | 7,951 | - | - |
| Endurance Antarctica Partners
II, LLC (62) | 850,001 | 850,001 | - | - | 4,731,668 | 4,731,668 | - | - |
| Inspira Financial Trust, LLC
Custodian FBO Josh Levinson IRA# 9921473 (63) | 4,359 | 4,359 | - | - | 6,054 | 6,054 | - | - |
| Terry Pearce (64) | 6,440 | 6,440 | - | - | 8,945 | 8,945 | - | - |
| Sydney Zepf (65) | 5,600 | 5,600 | - | - | - | - | - | - |
| Wolf Den 1986 LLC (66) | 15,900 | 15,900 | - | - | - | - | - | - |
| Robert Wolf (67) | 15,900 | 15,900 | - | - | - | - | - | - |
| Lawrence J Wolf (68) | 15,900 | 15,900 | - | - | - | - | - | - |
| Gregory H. Wolf (69) | 15,900 | 15,900 | - | - | - | - | - | - |
| Paul Mariconda (70) | 4,090 | 4,090 | - | - | - | - | - | - |
| Ryan Hoffman (71) | 20,227 | 20,227 | - | - | - | - | - | - |
| MH Resources LLC (72) | 7,950 | 7,950 | - | - | - | - | - | - |
| SRHCO LLC (73) | 7,950 | 7,950 | - | - | - | - | - | - |

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*less than 1%

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| (1) | Consists
of (i) 3,421,327 shares of Common Stock held directly by Roshan Pujari, (ii) 4,652,864 shares of Common Stock directly held by Energy
Transition Investors LLC, (iii) 10,872,790 shares of Common Stock directly held by 7636 Holdings LLC, (iv) 1,737,079 shares of Common
Stock directly held by VIKASA Clean Energy I LP, and (v) 460,224 shares of Common Stock directly held by Maggie Clayton. Mr. Pujari
has investment and dispositive power over the shares. Mr. Pujari may be deemed to have voting and investment control with respect
to the shares held by these entities. Each of the parties in this footnote disclaims any beneficial ownership of the reported shares
other than to the extent of any pecuniary interest the party may have therein. The business address of Energy Transition Investors
LLC, 7636 Holdings LLC and VIKASA Clean Energy I LP is 6608 N Western Avenue, 466, Nichols Hills, Oklahoma 73116. The business address
of Mr. Pujari and Ms. Clayton is 15 E. Putnam Avenue, #139, Greenwich, Connecticut, 06830. |
| --- | --- |
| (2) | Consists
of 4,944,764 shares of Common Stock held by Pablo Cortegoso, a U.S. citizen. The address of Mr. Cortegoso is 1312 17th Street, STE
1208 Denver, CO 80202. |
| (3) | Stardust
Power granted Udaychandra Devasper an RSU award for 215,000 shares of Stardust Power Common Stock prior to the Business Combination,
which converted on an approximate ratio of 4.602 to 989,481 shares of Common Stock after the Business Combination. These shares vest
quarterly over a 3-year term and are subject to a liquidity event condition as well. |
| (4) | Mark
Rankin beneficially owns 809,994 shares held by VKK Holdings LLC. |
| (5) | Consists
of 739,516 shares of Common Stock held by Anupam Agarwal, a citizen of India. The address of Mr. Agarwal is Flat 2404, B Wing, Gemini,
Hiranandani Meadows, Pokran Road, HDFC Bank, Thane West, Mumbai, India 4000610. |
| (6) | Consists
of 469,649 shares of Common Stock held by Charlotte Nangolo, an Australian citizen. The address of Ms. Nangolo is Level 3, 1/1139
Hay Street, West Perth, Australia 06005. |
| (7) | Consists
of 926,906 shares of Common Stock held by American Investor Group Direct, LLC (“AIGD”). Udhaya Varadharajan is the managing
member of AIGD and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power
over the securities described in this footnote. The business address of AIGD and Mr. Varadharajan is 10707 Corporate Drive, Suite
250-119, Stafford, TX 77477. |
| (8) | Consists
of 5,348 shares of Common Stock held by Joseph Donahue, a U.S. citizen. The address of Mr. Donahue is 99 Linden Avenue, Atherton,
California 94027. |
| (9) | Consists
of 2,674 shares of Common Stock held by Donald Thompson, a U.S. citizen. The address of Mr. Thompson is 3245 W. Park Place, Oklahoma
City, Oklahoma 73107. |
| (10) | Consists
of 8,500 shares of Common Stock held by LMR Multi-Strategy Master Fund Limited and 8,500 shares of Common Stock held by LMR CCSA
Master Fund Limited (collectively, “LMR”). LMR is deemed to be the beneficial owner having shared voting power and shared
investment power over the securities described in this footnote. The business address of LMR is 9th Floor, Devonshire House, 1 Mayfair
Place, London, United Kingdom W1J8AJ. |
| (11) | Consists
of 17,000 shares of Common Stock held by Atlas Merchant Capital SPAC Fund I, LP (“Atlas”). Len Ellis is the investment
manager of Atlas and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power
over the securities described in this footnote. The business address of Atlas and Mr. Ellis is 477 Madison Ave., 22nd Floor New York,
New York 10022. |
| (12) | Consists
of 16,426 Common Stock allocated to investors managed by Sandia Investment Management LP (“Sandia”). Sandia Investment
Management LLC is the general partner of Sandia. Tim Sichler serves as Founder & CIO of the general partner of Sandia, and in
such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the securities
described in this footnote. The business address of these entities and Mr. Sichler is 201 Washington Street, Boston, Massachusetts
02108. |
| (13) | Consists
of 9,204 shares of Common Stock held by Charles Egas, a U.S. citizen. The address of Mr. Egas is 6941 Forest Tree Lane Oklahoma City,
Oklahoma 73150. |
| (14) | Consists
of 6,903 shares of Common Stock held by Dane Walin, a U.S. citizen. The address of Mr. Walin is 1101 Auwaha Place, Haiku, Hawaii
96708. |
| (15) | Consists
of 92,045 shares of Common Stock held by Heather Farley, a U.S. citizen. The address of Ms. Farley is 1218 NW 46th St., Oklahoma
City, Oklahoma, 73118. |

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| (16) | Consists
of 9,204 shares of Common Stock held by Keoni Grundhauser, a U.S. citizen. The address of Ms. Grundhauser is 462 Mauna Place, Kula,
Hawaii 96790. |
| --- | --- |
| (17) | Consists
of 55,227 shares of Common Stock held by Tyler Coons, a U.S. citizen. The address of Mr. Coons is 1121 Puna Kea Loop, Lahaina, Hawaii
96761. |
| (18) | Consists
of 92,045 shares of Common Stock held in the name Eric Carnell, a U.S. citizen, of which 25,575 shares are in process of repurchase.
The address of Mr. Carnell is 4533 48th Avenue South, Seattle, WA 98118. |
| (20) | Consists
of 460,224 shares of Common Stock held by John Riesenberg, a U.S. citizen. The address of Mr. Riesenberg is 2128 NW 26th Street,
Oklahoma City, Oklahoma 73107. |
| (21) | Consists
of 230,112 shares of Common Stock held by Michael Thompson, a U.S. citizen. The address of Mr. Thompson is 3245 W. Park Place, Oklahoma
City, Oklahoma 73107. |
| (22) | Consists
of 100,674 shares of Common Stock held by William Tates, a U.S. citizen. The address of Mr. Tates is 9411 Mount Logan Missouri City,
Texas 77459. |
| (23) | Consists
of 102,630 shares of Common Stock held by Abi Adeoti, a U.S. citizen. The address of Mr. Adeoti is 3166 Cortina Drive Pittsburg,
California 94565. |
| (24) | Consists
of 230,112 shares of Common Stock held by Rainbolt Family Foundation (“Rainbolt”). H.E. Rainbolt is the president of
Rainbolt and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over
the securities described in this footnote. The business address of Rainbolt and Mr. Rainbolt is P.O. Box 26788 Oklahoma City, Oklahoma
73126. |
| (25) | Consists
of 18,409 shares of Common Stock held by Pristine Services LLC (“Pristine”). George Graham is the managing member of
Pristine and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over
the securities described in this footnote. The business address of Pristine is 5708 Braniff Drive, Oklahoma City, Oklahoma 73105. |
| (26) | Consists
of 2,452,994 shares of Common Stock held by Red Alps Worldwide Inc. (“Red Alps”). Portcullis TrustNet Chambers (BVI)
Limited is the General Partner of Red Alps. Shankar Varadharajan is a director of Portcullis TrustNet Chambers (BVI) Limited and
in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the securities
described in this footnote. The business address of Red Alps and Mr. Varadharajan is Portcullis TrustNet Chambers, 4th Floor, Skelton
Building, 3027 Sir Fran. Dr. Hwy Road Town, USVI VG1110. |
| (27) | Consists
of 1,270,218 shares of Common Stock held by American Investor Group, LLC (“AIG”). Randall Buttram is the managing member
of AIG and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over
the securities described in this footnote. The business address of AIG and Mr. Buttram is 1675 South State Street STE B Dover, Delaware
19901. |
| (28) | Consists
of 24,497 shares of Common Stock held by Shohaib K. Sumar, a U.S. citizen. The address of Mr. Sumar is 13100 Rock Canyon Road, Oklahoma
City, Oklahoma 73142. |
| (29) | Consists
of 6,124 shares of Common Stock held by Emily C. Anderson, a U.S. citizen. The address of Ms. Anderson is 4807 Pin Oak Park, #3311
Houston, Texas 77081. |
| (30) | Consists
of 6,124 shares of Common Stock held by David Hahn, a U.S. citizen. The address of Mr. Hahn is 84 Cognewaugh Road, Cos Cob, Connecticut
06807. |
| (31) | Consists
of 690,336 shares of Common Stock held by Michele Circelli, a Canadian citizen. The address of Mr. Circelli is 600 South Dixie Hwy

833, West Palm Beach, Florida 44301. Stardust Power also granted Mr. Circelli an RSU award for 150,000 shares of Stardust Power

Common Stock prior to the Business Combination, which converted on an approximate ratio of 4.602 to 690,336 shares of Common Stock
after the Business Combination. These shares vest quarterly over a 4-year term and are subject to a liquidity event condition as
well. |
| (32) | Consists
of 345,168 shares of Common Stock held by Randal Harris, a U.S. citizen. The address of Mr. Harris is 1606 Claire Creek Court, Katy,
Texas 77494. Stardust Power also granted Mr. Harris an RSU award for 75,000 shares of Stardust Power Common Stock prior to the Business
Combination, which converted on an approximate ratio of 4.602 to 345,168 shares of Common Stock after the Business Combination. These
shares vest quarterly over a 4-year term and are subject to a liquidity event condition as well. |
| (33) | The
shares include (i) 39,717 shares of Common Stock as distributed by the Sponsor and (ii) 55,382 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. Adam Gray, as Trustee of the Adam L. Gray Revocable Trust U/A/D 10/5/2006, has in such
capacity voting power and investment power with respect to the shares held by the Adam L. Gray Revocable Trust U/A/D 10/5/2006. |
| (34) | The
shares include (i) 39,717 shares of Common Stock as distributed by the Sponsor and (ii) 55,382 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. |

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| (35) | The
shares include (i) 22,449 shares of Common Stock as distributed by the Sponsor and (ii) 31,199 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. Barbara J. Ripley, as Co-Trustee and Investment Advisor of the John Ripley MG Trust,
has in such capacity voting power and investment power with respect to the shares held by the John Ripley MG Trust. |
| --- | --- |
| (36) | The
shares include (i) 279,504 shares of Common Stock as distributed by the Sponsor and (ii) 404,688 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. |
| (37) | The
shares include (i) 7,777 shares of Common Stock as distributed by the Sponsor and (ii) 10,802 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. Josh Levinson, as Manager of Pemdore Capital LLC, has in such capacity voting power and investment
power with respect to the shares held by Pemdore Capital LLC. |
| (38) | The
shares include (i) 12,431 shares of Common Stock as distributed by the Sponsor and (ii) 17,285 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. Andrew Cook, as CEO and Director of Tomahawk International Holding Limited, has in such
capacity voting power and investment power with respect to the shares held by Tomahawk International Holding Limited. |
| (39) | The
shares include (i) 8,137 shares of Common Stock as distributed by the Sponsor and (ii) 11,321 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (40) | The
shares include (i) 7,156 shares of Common Stock as distributed by the Sponsor and (ii) 9,939 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. Sharon S. Apseloff, as Trustee of the APSFAM Trust, has in such capacity voting power and
investment power with respect to the shares held by the APSFAM Trust. |
| (41) | The
shares include (i) 13,374 shares of Common Stock as distributed by the Sponsor and (ii) 18,633 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. |
| (42) | The
shares include (i) 5,725 shares of Common Stock as distributed by the Sponsor and (ii) 7,951 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. Neal Goldman, as Trustee of the Neal D Goldman Trust, has in such capacity voting power and
investment power with respect to the shares held by the Neal D Goldman Trust. |
| (43) | The
shares include (i) 5,725 shares of Common Stock as distributed by the Sponsor and (ii) 7,951 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (44) | The
shares include (i) 5,152 shares of Common Stock as distributed by the Sponsor and (ii) 7,156 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (45) | The
shares include (i) 25,548 shares of Common Stock as distributed by the Sponsor and (ii) 38,572 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. Daniel Zepf, as Trustee of the Zepf 1999 Descendants’ Trust, has in such capacity
voting power and investment power with respect to the shares held by the Zepf 1999 Descendants’ Trust. |
| (46) | The
shares include (i) 16,667 shares of Common Stock as distributed by the Sponsor and (ii) 23,041 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. |
| (47) | The
shares include (i) 2,576 shares of Common Stock as distributed by the Sponsor and (ii) 3,578 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (48) | The
shares include (i) 716 shares of Common Stock as distributed by the Sponsor and (ii) 994 shares of Common Stock underlying the Warrants
as distributed by the Sponsor. |
| (49) | The
shares include (i) 2,072 shares of Common Stock as distributed by the Sponsor and (ii) 2,888 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (50) | The
shares include (i) 2,072 shares of Common Stock as distributed by the Sponsor and (ii) 2,888 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (51) | The
shares include (i) 1,985 shares of Common Stock as distributed by the Sponsor and (ii) 2,769 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (52) | The
shares include (i) 1,985 shares of Common Stock as distributed by the Sponsor and (ii) 2,769 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (53) | The
shares include (i) 716 shares of Common Stock as distributed by the Sponsor and (ii) 994 shares of Common Stock underlying the Warrants
as distributed by the Sponsor. |
| (54) | The
shares include 7,734 shares of Common Stock as distributed by the Sponsor. |
| (55) | The
shares include (i) 9,079 shares of Common Stock as distributed by the Sponsor and (ii) 12,670 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |

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| (56) | The
shares include (i) 2,576 shares of Common Stock as distributed by the Sponsor and (ii) 3,578 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. Pamarona Investments Limited is controlled by Roger Thompson and Nancy Thompson. As a result,
each of Pamarona Investments Limited, Roger Thompson and Nancy Thompson could be deemed to share voting control and investment power
over the shares held by Pamarona Investments Limited. |
| --- | --- |
| (57) | The
shares include (i) 2,576 shares of Common Stock as distributed by the Sponsor and (ii) 3,578 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. AMRO Holdings Limited is controlled by Robin Mehta and Amber Mehta. As a result, each of
AMRO Holdings Limited, Robin Mehta and Amber Mehta could be deemed to share voting control and investment power over the shares held
by AMRO Holdings Limited. |
| (58) | The
shares include (i) 2,863 shares of Common Stock as distributed by the Sponsor and (ii) 3,976 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (59) | The
shares include (i) 21,960 shares of Common Stock as distributed by the Sponsor and (ii) 30,560 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. |
| (60) | The
shares include (i) 29,884 shares of Common Stock as distributed by the Sponsor and (ii) 41,505 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. David B. Golub, as Manager of CDG Management, LLC, has in such capacity voting power
and investment power with respect to the shares held by CDG Management, LLC. |
| (61) | The
shares include (i) 5,725 shares of Common Stock as distributed by the Sponsor and (ii) 7,951 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. The David Chamberlain Family Trust is controlled by David M. Chamberlain and Karin M. Chamberlain.
As a result, each of the David Chamberlain Family Trust, David M. Chamberlain and Karin M. Chamberlain could be deemed to share voting
control and investment power over the shares held by the David Chamberlain Family Trust. |
| (62) | The
shares include (i) 850,001 shares of Common Stock as distributed by the Sponsor and (ii) 4,731,668 shares of Common Stock underlying
the Warrants as distributed by the Sponsor. Endurance Antarctica Partners II, LLC is prohibited, subject to certain exceptions, from
exercising the Warrants to the extent that after giving effect to such exercise, Endurance Antarctica Partners II, LLC and its affiliates
would beneficially own in excess of 9.8% (subject to increase or decrease upon 61 days’ written notice to the Company) of the
total number of shares of Common Stock outstanding immediately after giving effect to such exercise. Antarctica Endurance Manager,
LLC, is the general partner of Endurance Antarctica Partners II, LLC. Voting and investment decisions with respect to the reported
securities are made by a majority vote of three managers. |
| (63) | The
shares include (i) 4,359 shares of Common Stock as distributed by the Sponsor and (ii) 6,054 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. Josh Levinson, as owner of the Inspira Financial Trust, LLC Custodian FBO Josh Levinson IRA#
9921473, has in such capacity voting power and investment power with respect to the shares held by the Inspira Financial Trust, LLC
Custodian FBO Josh Levinson IRA# 9921473. |
| (64) | The
shares include (i) 6,440 shares of Common Stock as distributed by the Sponsor and (ii) 8,945 shares of Common Stock underlying the
Warrants as distributed by the Sponsor. |
| (65) | The
shares include 5,600 shares of Common Stock as distributed by the Sponsor. |
| (66) | The
shares include 15,900 shares of Common stock as distributed by transferor. Richard Wolf is the managing member of Wolf Den 1986 LLC
and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the securities
described in this footnote. The business address of Wolf Den 1986 LLC and Mr. Wolf is 799 Park Ave Apt 18A, New York, NY 10021 |
| (67) | The
shares include 15,900 shares of Common stock as distributed by transferor. |
| (68) | The
shares include 15,900 shares of Common stock as distributed by transferor. |
| (69) | The
shares include 15,900 shares of Common stock as distributed by transferor. |
| (70) | The
shares include 4,090 shares of Common stock as distributed by transferor. |
| (71) | The
shares include 20,227 shares of Common stock as distributed by transferor. |
| (72) | The
shares include 7,950 shares of Common stock as distributed by transferor. Max L Holloway Jr. is the managing member of MH Resources
LLC and in such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the
securities described in this footnote. The business address of MH Resources LLC and Mr. Holloway is 421 NE 1st Street, Oklahoma City,
OK 73104 |
| (73) | The
shares include 7,950 shares of Common stock as distributed by transferor. Shan Holloway is the managing member of SRHCO LLC and in
such capacity may be deemed to be the beneficial owner having shared voting power and shared investment power over the securities
described in this footnote. The business address of SRHCO LLC and Mr. Holloway is 108 Pont de Normandie Ct, Edmond OK 73034 |

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