Sinda Ltd.

S-11 ny20077487x1_s1.htm S-1

As filed with the Securities and Exchange Commission on July 27, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SINDA LTD.

(Exact Name of Registrant as Specified in Its Charter)

Antiguo Camino a Don Diego S/N

Fraccionamiento Mi Bendición, Interior 6

San Miguel de Allende, Guanajuato, Mexico 37898

+52 (461) 252-3904

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

National Registered Agents, Inc.

1209 Orange Street

Wilmington, DE 19801

(302) 658-7581

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 27, 2026

PRELIMINARY PROSPECTUS

7,939,544 SHARES

SINDA LTD.

COMMON STOCK

This prospectus relates to the resale or other disposition from time to time by the selling stockholder identified herein (the “Selling Stockholder”) of up to 7,939,544 shares of common stock, par value $0.0001 per share, of Sinda Ltd. (the “Company”) issued to Fresnillo plc (“Fresnillo”) pursuant to the Common Stock Purchase Agreement entered into on June 22, 2026 between the Company and Fresnillo (the “Concurrent Placement”). For further information with respect to the issuance of such shares of common stock, see “Prospectus Summary—Recent Developments and Near-Term Exploration Plan—Concurrent Placement”.

The Selling Stockholder may, or may not, elect to sell its shares of common stock covered by this prospectus, as and to the extent it may determine. If the Selling Stockholder chooses to sell its shares of common stock, we will not receive any of the proceeds from the sale by the Selling Stockholder of the common stock covered by this prospectus.

The Selling Stockholder may sell or otherwise dispose of the common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell or otherwise dispose of the common stock covered by this prospectus in the section entitled “Plan of Distribution” on page 124 of this prospectus. For information on the Selling Stockholder, see the section entitled “Selling Stockholder” on page 117 of this prospectus. Discounts, concessions, commissions and similar selling expenses attributable to the sale of common stock covered by this prospectus will be borne by the Selling Stockholder. We will pay all expenses (other than fees, discounts, concessions, selling commissions, transfer taxes, fees and expenses of counsel to the Selling Stockholder and similar selling expenses) relating to the registration of the common stock with the Securities and Exchange Commission (the “SEC”).

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SIND.” On July 24, 2026 the last reported sale price per share of our common stock was $13.93.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

The Electrum Group LLC (together with its affiliates, “Electrum”) controls approximately 77.4% of the voting power of our common stock . As a result, we are a “controlled company” within the meaning of the corporate governance rules of the NYSE, and we have elected not to comply with certain corporate governance requirements otherwise applicable to listed companies. See “Management—Controlled Company Status.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 27 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.