Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001493152-24-027837 0002028136 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 07/10/2025 false 0001831979 854936101 Stardust Power Inc. 9112 N. KELLEY AVE SUITE C OKLAHOMA CITY OK 73131 Roshen Pujari 800-742-3095 15 E Putnam Ave, Suite 378 Greenwich CT 06830 0002028136 N Roshen Pujari OO N X1 21144284.00 0.00 21144284.00 0.00 21144284.00 N 35.1 IN 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. Common Stock, par value $0.0001 per share Stardust Power Inc. 9112 N. KELLEY AVE SUITE C OKLAHOMA CITY OK 73131 This Amendment No. 2 (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. 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). 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). On June 16, 2025, the Reporting Person sold 9,350 shares of Common Stock, to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units pursuant to a Rule 10b5-1 trading plan adopted on November 29, 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 18, 2025, the Reporting Person transferred 103,817 shares of Common Stock held by Vikasa Clean Energy I L.P., beneficially owned by the reporting person, for no additional consideration, to certain limited partners. After giving effect to such transfers, the Reporting Person ceased to have voting or dispositive power such the shares of Common Stock held by the trust and limited partners and, accordingly, specifically disclaims beneficial ownership thereof. On July 10, 2025, the Reporting Person transferred 5,250,000 shares of Common Stock, for no consideration to irrevocable trusts for the benefit of the Reporting Person's child. After giving effect to such transfers, the Reporting Person ceased to have voting or dispositive power such the shares of Common Stock held by the trust and, accordingly, specifically disclaims beneficial ownership thereof. Except as described above, the Reporting Person has not effected any transactions in Class A Common Stock in the past 60 days. Roshen Pujari /s/ Roshen Pujari Roshen Pujari / Chief Executive Officer 07/11/2025