July 9, 2025

Udaychandra Devasper
Chief Financial Officer
Stardust Power Inc.
15 E. Putnam Avenue, Suite 378
Greenwich, Connecticut 06830

       Re: Stardust Power Inc.
           Form 10-K For The Fiscal Year Ended December 31, 2024
           Filed March 27, 2025
           File No. 001-39875
Dear Udaychandra Devasper:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K For The Fiscal Year Ended December 31, 2024
Item 9A Controls and Procedures, page 88

1.     Please revise the following in an amendment to your Form 10-K:
           Pursuant to Item 307 of Regulation S-K, please clearly disclose the
conclusions of
           your principal executive and principal financial officer regarding
the effectiveness
           of your disclosure controls and procedures as of the end of the
period covered by
           the report; and
           Pursuant to Item 308(a)(3) of Regulation S-K, please clearly
disclose
           management   s assessment of the effectiveness of your internal
control over
           financial reporting as of the end of your most recent fiscal year,
including a
           statement as to whether or not internal control over financial
reporting is
           effective.
 July 9, 2025
Page 2

        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Andi Carpenter at 202-551-3645 or Ernest Greene at
202-551-3733
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing