Sinda Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,2026

or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 1-43371

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

As of November 2, 2026, there were 158,790,885 shares of Sinda Ltd.’s common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements. All statements contained in this report, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations. Certain of the forward-looking statements can be identified by the use of terms such as “may,” “might,” “could,” “would,” “achieve,” “budget,” “scheduled,” “forecasts,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of our future financial performance, our anticipated business strategies and anticipated trends in our industry. All forward-looking statements speak only as of the date on which they are made. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions concerning future events that are difficult to predict. Therefore, actual future events or results may differ materially from these statements. We believe that the factors that could cause our actual results to differ materially from those expressed or implied by forward-looking statements include the following:

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our dependence on our ability to obtain suitable financing in order to continue the exploration, permitting, development and construction of the Sinda Property (as defined below) and to continue as a going concern;

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our history of negative operating cash flows and net losses and the lack of assurance that we will achieve or sustain profitability;

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our dependence on the Sinda Property (as defined below) for our future operating revenues;

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Mineral Resource and Exploration Target statements at the Sinda Property are only estimates;

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actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated;

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the title to, or relevant rights on, the five contiguous mining concessions underpinning the Sinda Property may be challenged or impaired;

•

our rights to access the surface of the five mining concessions underpinning the Sinda Property, and to explore and exploit the El Milagro Concession, could be limited, impaired or terminated;

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the need for additional financing in the future to develop the Sinda Property;

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inflation, restrictive exchange control policies and fluctuations in the exchange rate of the Mexican peso to the U.S. dollar;

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our reliance on third-party contractors;

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the timing, cost and results of our Phase II drilling campaign, Caracol site preparation activities (including the exploration decline portal and waste rock storage facility), underground exploration and development, and engineering and technical studies, including any Initial Assessment or Pre-Feasibility Study;

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our anticipated use of the net proceeds from our IPO and the Concurrent Placement;

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the increased costs of operating as a public company, including related general and administrative expenses;

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our ability to recover value-added tax receivables in Mexico, and the timing of any recovery;

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changes in the prices of and further demand for silver and gold;

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claims and legal proceedings against us;

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significant risk and hazards associated with mining operations;

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our dependence on developing and maintaining relationships with local communities and stakeholders;

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the requirements that we obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process;

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heightened and evolving environmental restrictions on activities in the Presa Neutla Natural Protected Area;

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the risk of failing to reach or maintain agreements for the use of lands with local communities and risks of civil disobedience;

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macroeconomic conditions, including inflation, interest rates and disruptions to global trade, including trade between the United States and Mexico, as well as global geopolitical conflicts, including the conflict involving the United States and Iran and disruptions in the Strait of Hormuz;

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our exposure to material costs, liabilities and obligations as a result of environmental laws and regulations and permits, including in connection with water treatment and tailings management;

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political, economic or other conditions in Mexico;

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the impacts of changes in the legal and regulatory environment in which we operate, including relating to state, regional, national, domestic and foreign laws, such as amendments to the Federal Rights Law (Ley Federal de Derechos) and change in Mexican environmental and water laws and regulations, and changes in tax laws or their interpretation in the United States and Mexico, including as a result of our redomiciliation to Delaware; and

•

climate strategy and expectations regarding greenhouse gas emission targets and related operating costs and capital expenditures.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this report. Please refer to “Risk Factors” in Part II, Item 1A of this report for additional discussion of the foregoing factors and risks. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We do not undertake any obligation to make any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.