Sinda Ltd美股招股说明书(2026-06-29版)

SINDA LTD.COMMON STOCK We are selling 17,750,000 shares of common stock to the underwriters in a firm commitment offering. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $12.00per share. We have been approved to list our common stock on the New York Stock Exchange (the “NYSE”) under thesymbol “SIND.” The underwriters have an option to purchase a maximum of 2,662,500 additional shares of common stock from us tocover over-allotments. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. We are an “emerging growth company” as defined under the federal securities laws and, as such, are subject to certainreducedpublic company reporting requirements for this prospectus and future filings.See“Prospectus Summary—Implications of Being an Emerging Growth Company.” In connection with this offering, we have entered into a Common Stock Purchase Agreement with Fresnillo plc(“Fresnillo”), pursuant to which Fresnillo has agreed to purchase, in a concurrent transaction exempt from the registrationrequirements of the Securities Act, at a purchase price per share equal to the initial public offering price, a number of shares ofour common stock such that, after giving effect to this offering (including any exercise of the underwriters’ option to purchaseadditional shares of our common stock), Fresnillo would beneficially own up to 5.0% of our issued and outstanding shares ofcommon stock, subject to a maximum aggregate purchase price of $110 million. See “Concurrent Placement.” The closing ofthe Concurrent Placement is conditioned on the completion of this offering with gross proceeds of not less than $199 millionand an initial public offering price of not less than $11.25 per share, but the completion of this offering is not conditioned onthe closing of the Concurrent Placement. Franco-Nevada Corporation (which we refer to as the “cornerstone investor”) has indicated an interest in purchasing inthis offering, at the initial public offering price, up to $10.0million in shares of our common stock. The shares to be purchasedby the cornerstone investor will not be subject to a lock-up agreement with the underwriters. Because this indication ofinterest is not a binding agreement or commitment to purchase, the cornerstone investor may determine to purchase more, lessor no shares in this offering, or the underwriters may determine to sell more, less or no shares to the cornerstone investor. Theunderwriters will receive the same underwriting discounts and commissions on any of the shares purchased by the cornerstoneinvestor as they will from any other shares sold to the public in this offering. The Electrum Group LLC (together with its affiliates, “Electrum”) will control approximately 78.4% of the votingpower of our common stock upon completion of this offering and the Concurrent Placement (or approximately 77.0% if theunderwriters exercise their option to purchase additional shares of our common stock from us in full). As a result, we will be a“controlled company” within the meaning of the corporate governance rules of the NYSE, and we have elected not to complywith certain corporate governance requirements otherwise applicable to listed companies. See “Management—ControlledCompany Status.” (1)See “Underwriting and Plan of Distribution” for a description of compensation to be paid to the underwriters. Delivery of the shares of common stock will be made on or about June 29, 2026 through the book-entry facilities of TheDepositary Trust Company. Neitherthe Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING22SUMMARY CONSOLIDATED FINANCIAL DATA26RISK FACTORS28CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS58USE OF PROCEEDS60DIVIDEND POLICY61CAPITALIZATION62DILUTION63MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS64A LETTER FROM OUR EXECUTIVE CHAIRMAN71BUSINESS73MANAGEMENT106EXECUTIVE AND DIRECTOR COMPENSATION112CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS120PRINCIPAL STOCKHOLDERS123DESCRIPTION OF CAPITAL STOCK125U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK129SHARES ELIGIBLE FOR FUTURE SALE132UNDERWRITING AND PLAN OF DISTRIBUTION134CONCURRENT PLACEMENT142LEGAL MATTERS144EXPERTS144CHANGE IN INDEPENDENT ACCOUNTANTS144WHERE YOU CAN FIND MORE INFORMATION145GLOSSARY OF TECHNICAL TERMS146INDEX TO FINANCIAL STATEMENTSF-1 Through and including the 25th day after the date of this prospectus, all dealers that effect transactionsin shares of our common stock, whether or not participating in this offering, may be required to deliver aprospectus. This is in addition to the dealers’ obligations to deliver a prospe