Jaguar Uranium Corp.

S-11 ea0219487-14.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 8, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

3-1136 Centre Street

Thornhill, Ontario L4J 3M8

Canada

(416) 648-4065

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42 nd Street, 18 th Floor

New York, New York 10168

(212) 947-7200

(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: As soon as practicable after this Registration Statement becomes effective.

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 apost-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 apost-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, anon-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 Securities Exchange Act of 1934.

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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. 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 DECEMBER 8, 2025

preliminary prospectus

Class A Common Shares

This is the initial public offering of the Class A common shares (the “Common Shares”) of Jaguar Uranium Corp. (the “Company”; “we”; “us”; or “our”). We are offering Common Shares in this offering (this “Offering”). None of the Common Shares offered are being sold by existing shareholders of the Company.

We anticipate that the initial public offering price for our Common Shares will be between $ and $ per share, and the assumed initial public offering price is $ per share, the midpoint of the range (the “Offering Price”). Currently, no public market exists for the Common Shares. We intend to apply to list our Common Shares on the NYSE American LLC (“NYSE American”) under the symbol “JAGU.” We anticipate that upon satisfaction of the NYSE American’s initial listing criteria, our Common Shares will begin trading on the NYSE American. No assurance can be given that our listing application will be approved or that a trading market will develop. If we do not meet all of the NYSE American’s initial listing criteria or our application for listing is not otherwise accepted, we will not consummate this Offering.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See the information under the heading “Implications of Being an Emerging Growth Company and a Smaller Reporting Company” in this prospectus for more information.

An investment in our Common Shares involves a high degree of risk and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the “Risk Factors” beginning on page 15.

Neither the U.S. Securities and Exchange Commission nor any other regulatory commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

(1) See the information under the heading “Underwriting” in this prospectus for additional disclosure regarding the underwriting discounts and commissions and estimated offering expenses, as well as a complete description of the compensation payable to the underwriter.

We have granted the underwriter an option to purchase up to an additional Common Shares (being up to 15% of the total number of Common Shares sold in the Offering) at the Offering Price, less the underwriting discounts and commissions, exercisable at any time until 45 days after the date of this prospectus solely to cover over-allotments, if any.

In connection with the filing of our registration statement on Form S-1 of which this prospectus is a part with the U.S. Securities and Exchange Commission, we are filing a preliminarynon-offering prospectus (the “Canadian Prospectus”) with the securities regulatory authority in the Province of Ontario, for the purposes of qualifying the Company as a reporting issuer in such province of Canada.

The underwriter expects to deliver the Common Shares to purchasers on or about , 2025.

Sole Book-Running Manager

Titan Partners Group

a division of American Capital Partners

The date of this prospectus is , 2025