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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Stardust Power Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
854936101 (CUSIP Number) |
Pablo Cortegoso 15 E Putnam Ave, Suite 378,, Greenwich, CT, 06830 800-742-3095 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 854936101 |
| 1 |
Name of reporting person
Pablo Cortegoso | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,006,616.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.322 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent of class is calculated based on the 60,160,804 shares of Common Stock outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, as filed with the SEC on May 14, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Stardust Power Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9112 N. KELLEY AVE, SUITE C, OKLAHOMA CITY,
OKLAHOMA
, 73131. | |
Item 1 Comment:
This Amendment No. 1 (this "Statement") amends and supplements the Schedule 13D, originally filed on July 15, 2024 (the "Schedule 13D") relating to the Common Stock of the Issuer. Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover page to this Statement is incorporated by reference into this Item 5(a). | |
| (b) | The information set forth in rows 7 through 10 of the cover page to this Statement is incorporated by reference into this Item 5(b). | |
| (c) | On June 16, 2025, the Reporting Person sold 2,355 shares of Common Stock to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units ("RSUs") pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person.
On June 20, 2025, the Reporting Person sold 173,610 shares of Common Stock to cover tax withholding obligations in connection with the delivery of Common Stock.
Except as described above, the Reporting Person has not effected any transactions in Common Stock in the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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