Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Stardust Power Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
854936101 (CUSIP Number) |
12/31/2024 (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 13G
|
| CUSIP No. | 854936101 |
| 1 | Names of Reporting Persons
Endurance Antarctica Partners II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,581,669.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 850,001 shares of common stock ("Common Stock") and 4,731,668 shares of Common Stock issuable upon exercise of warrants ("Warrants") to purchase shares of common stock from the Issuer. The percentage of class is calculated based upon 52,787,947 shares of Common Stock outstanding as of January 27, 2025, as reported on the Issuer's Prospectus [Rule 424(b)(4)] filed with the Securities and Exchange Commission on January 27, 2025, as increased by the 4,731,668 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
|
| CUSIP No. | 854936101 |
| 1 | Names of Reporting Persons
Antarctica Endurance Manager, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,581,669.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 850,001 shares of common stock ("Common Stock") and 4,731,668 shares of Common Stock issuable upon exercise of warrants ("Warrants") to purchase shares of common stock from the Issuer. The percentage of class is calculated based upon 52,787,947 shares of Common Stock outstanding as of January 27, 2025, as reported on the Issuer's Prospectus [Rule 424(b)(4)] filed with the Securities and Exchange Commission on January 27, 2025, as increased by the 4,731,668 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Stardust Power Inc. | |
| (b) | Address of issuer's principal executive offices:
15 E. Putnam Ave, Suite 378, Greenwhich, CT 06830 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons below, all of whom together are referred to herein as "Reporting Persons" (i) Endurance Antarctica Partners II, LLC ("Endurance Antarctica")(ii) Antarctica Endurance Manager, LLC ("Manager") in its capacity as the managing member of Endurance Antarctica | |
| (b) | Address or principal business office or, if none, residence:
200 Park Avenue, 32nd Floor, New York, NY 10166 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
854936101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.Endurance Antarctica directly holds the reported 850,001 shares of Common Stock and 4,731,668 Warrants, which represents 9.70% of the Common Stock deemed outstanding for this purpose. The reported amount of shares held gives effect to the sale of 2,550,002 shares of Common Stock since December 31, 2024. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page.The percentage reflected in this statement is based on 52,787,947 shares of Common Stock outstanding as of January 27, 2025, as reported on the Issuer's Prospectus [Rule 424(b)(4)] filed with the Securities and Exchange Comission on January 27, 2025, as increased by the 4,731,668 shares of Common Stock issuable upon exercise of the Warrants. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
|
|
|
|
|
Exhibit Information
|
Exhibit A Joint Filing Agreement, dated as of February 11, 2025, incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 11, 2025 |