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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Stardust Power Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(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) |
09/16/2026 (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. |
| 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
459,537.00 | ||||||||
| 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)
0.86 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percent of class is calculated based on 53,468,409 shares of Common Stock outstanding as of October 2, 2026.
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:
15 E. PUTNAM AVE, SUITE 378, GREENWICH,
CONNECTICUT
, 06830. | |
Item 1 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. | 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 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. | |
| (d) | 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. | |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the Company's shares of Common Stock on. | |
| 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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