SEC Form S-8 filed by Stardust Power Inc.

As filed with the Securities and Exchange Commission on March 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Stardust Power Inc.

(Exact name of registrant as specified in its charter)

Stardust Power Inc. 2024 Equity Incentive Plan

(Full titles of the plans)

15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Telephone: (800) 742-3095

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

Roshan Pujari
Chief Executive Officer
Stardust Power Inc.
15 E. Putnam Ave, Suite 378
Greenwich, CT 06830
Telephone: (800) 742-3095

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

Copy to:

Gina Hancock

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, TX 75201-2923

(214) 698-3100

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

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

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Stardust Power Inc. (the “Registrant”) for the purpose of registering an additional (i) 732,159 shares of common stock, par value $0.0001 per share, of the Registrant (“Common Stock”) that became issuable under the Stardust Power Inc. 2024 Equity Incentive Plan (the “Plan”) pursuant to the provisions of the Plan providing for automatic increases in the number of shares reserved for issuance thereunder (the “Evergreen Shares”) and (ii) 82,000 shares of Common Stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan (the “Recycled Shares”).

The Evergreen Shares and the Recycled Shares are securities of the same class as other securities for which a Registration Statement on Form S-8 was filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 18, 2024 (File No. 333-282189) (the “Prior Registration Statement”). The Recycled Shares were previously registered under the Prior Registration Statement and do not represent an increase in the total number of shares of Common Stock that may be issued pursuant to the Plan.

Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement, to the extent relating to the registration of the Common Stock issuable under the Plan, are incorporated herein by reference and made part of this Registration Statement, except as modified hereby.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut on the 13 day of March, 2026.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Roshan Pujari, Udaychandra Devasper and Bruce Czachor, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act), including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.