Beneficial Ownership Report · SCHEDULE 13D/A
Stardust Power Inc.
SDSTNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Stardust Power Inc.
- Company CIK
- 0001831979
- Street
- 15 E. PUTNAM AVE
- Street (continued)
- SUITE 378
- City
- GREENWICH
- State / country code
- CT
- Postal code
- 06830
Statement details
- Amendment number
- 3
- Security class
- Common Stock, par value $0.0001 per share
- Event date
- 09/16/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Pablo Cortegoso
- Phone
- 800-742-3095
- Street
- 15 E Putnam Ave,
- Street (continued)
- Suite 378,
- City
- Greenwich
- State / country code
- CT
- Postal code
- 06830
Reporting person 1
- Name
- Pablo Cortegoso
- Reporting person CIK
- 0002028166
- No reporting person CIK indication
- N
- Citizenship / organization
- X1
- Reporting person type
- IN
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 459,537.00
- Percent of class
- 0.86
- Sole voting power
- 459,537.00
- Shared voting power
- 0.00
- Sole dispositive power
- 459,537.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- The percent of class is calculated based on 53,468,409 shares of Common Stock outstanding as of October 2, 2026.
Item 1
Issuer
Stardust Power Inc.
Security title
Common Stock, par value $0.0001 per share
Principal address
Comment
This Amendment No. 3 (this "Statement") amends and supplements the Schedule 13D, originally filed on July 15, 2024, as amended by Amendment No. 1 filed on June 23, 2025 and Amendment No. 2 filed on April 3, 2026 (as amended, the "Schedule 13D"), relating to the Common Stock of the Issuer. This Amendment No. 3 is being filed to report that the Reporting Person has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, and constitutes the final amendment to the Schedule 13D. Item 5 of the Schedule 13D is hereby amended and supplemented as set forth below. 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
Number of shares
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).
Transactions
On September 16, 2026, the Reporting Person sold 123,614 shares of Common Stock in open market transactions at a weighted average price of $0.1318 per share pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 17, 2026. The shares were sold in multiple transactions at prices ranging from $0.1300 to $0.1364 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. Except as described above, the Reporting Person has not effected any transactions in the Common Stock in the past 60 days.
Other persons with an interest
No other person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock.
Date ownership ceased to exceed 5%
The Reporting Person ceased to be the beneficial owner of more than five percent of the Company's shares of Common Stock on.
Percentage of class
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).
Signature 1
- Reporting person
- Pablo Cortegoso
- Signed
- /s/ Pablo Cortegoso
- Title
- Pablo Cortegoso / Chief Technical Officer
- Date
- 10/02/2026