Uranium Royalty Corp.

S-11 forms-1.htm S-1

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)

141 Union Blvd, Suite #310

Lakewood, CO 80228

(720) 657-1700

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

Scott Melbye

141 Union Blvd, Suite #310

Lakewood, CO 80228

(720) 657-1700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies of communications to:

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This 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.

PROSPECTUS - SUBJECT TO COMPLETION, DATED OCTOBER 1, 2026

Up to 226,719,982 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders identified herein (the “Selling Stockholders”) of up to 226,719,982 shares of our common stock, par value $0.001 per share (“Common Stock”), consisting of (i) 223,252,749 shares of Common Stock issued to those specific selling stockholders set forth in footnotes 3 and 4 under “Selling Stockholders” herein (the “Sweetwater Investors”) in a private placement completed on July 27, 2026, in connection with the business combination (the “Arrangement”) between the Company (as successor to Uranium Royalty Corp. (Canada)) and the Sweetwater Investors and (ii) 3,467,233 shares of Common Stock issuable upon exchange of Exchangeable Shares issued by UROY ExchangeCo Ltd. to those specific selling stockholders set forth in footnotes 5 through 26 under “Selling Stockholders” herein (such holders, the “Future Exchangeable Share Stockholders”). The shares of Common Stock described in the preceding sentence are referred to, collectively, as the “Registrable Securities.”

We are not selling any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of the Registrable Securities by the Selling Stockholders.

The Selling Stockholders may sell the Registrable Securities described in this prospectus in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices, as described under “Plan of Distribution.”

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “UROY.” On September 30, 2026, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $4.04 per share.

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” contained in this prospectus and in our Annual Report on Form 10-K for the fiscal year ended April 30, 2026, which is incorporated by reference herein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The securities are not being offered in any jurisdiction where the offer is not permitted.

The date of this prospectus is , 2026

**TABLE OF CONTENTS **