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Filing Details

Accession Number:: 0001213900-25-012316
Form Type:: 13G Filing
Publication Date:: 2025-02-10 19:00:00

Filed By:: Endurance Antarctica Partners II, LLC
Company:: Stardust Power Inc.
Filing Date:: 2025-02-11
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
Endurance Antarctica Partners II, LLC	0	5,581,669	9.70%
Antarctica Endurance Manager, LLC	0	5,581,669	9.70%

Filing

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

Names of Reporting Persons

Endurance Antarctica Partners II, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,581,669.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,581,669.00

Aggregate Amount Beneficially Owned by Each Reporting Person

5,581,669.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.70 %

Type of Reporting Person (See Instructions)

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

Names of Reporting Persons

Antarctica Endurance Manager, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,581,669.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,581,669.00

Aggregate Amount Beneficially Owned by Each Reporting Person

5,581,669.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.70 %

Type of Reporting Person (See Instructions)

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.

Endurance Antarctica Partners II, LLC

Signature:	By: Antarctica Endurance Manager, LLC, its managing member, /s/ Chandra R. Patel
Name/Title:	Chandra R. Patel / Manager
Date:	02/11/2025

Antarctica Endurance Manager, LLC

Signature:	/s/ Chandra R. Patel
Name/Title:	Chandra R. Patel / Manager
Date:	02/11/2025

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