As filed with the Securities and Exchange Commission on June 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SINDA LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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98-1946183
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Antiguo Camino a Don Diego S/N
Fraccionamiento Mi Bendición, Interior 6
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37898
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| San Miguel de Allende, Guanajuato, Mexico | |
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(Address of Principal Executive Offices)
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(Zip Code)
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Sinda Ltd. Amended and Restated 2020 Long Term Incentive Plan
(Full title of the plan)
National Registered Agents, Inc.
1209 Orange Street
Wilmington, DE 19801
(Name and address of agents for service)
(302) 658-7581
(Telephone number, including area code, of agent for service)
Copies to:
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Ryan J. Dzierniejko
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Daniel Muñiz Quintanilla
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Alejandro Gonzalez Lazzeri
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Luis Barreto
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Jeremy Winter
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Jaime Cortés Álvarez
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Skadden, Arps, Slate, Meagher & Flom LLP
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Fabián Galindo
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One Manhattan West
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Sinda Ltd.
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New York, NY 10001
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Antiguo Camino a Don Diego S/N
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(212) 735-3000
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Fraccionamiento Mi Bendición, Interior 6
San Miguel de Allende,
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Guanajuato, Mexico 37898
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+52 (415) 688-7951
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information.*
Item 2.
Registrant Information and Employee Plan Annual Information.*
*
The information specified in Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”). Documents containing such information have been or will be sent or delivered to participants in the Sinda Ltd. Amended and Restated 2020 Long Term Incentive Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and the instructions to Form S-8. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
Sinda Ltd. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents:
(a)
The Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act on June 29, 2026, relating to the Registrant’s registration statement on Form S-1 filed with the SEC on June 5, 2026 (File No. 333-296567), as amended, which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and
(b)
The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A filed with the SEC on June 25, 2026 (File No. 001-43371), to register such securities under the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under Items 2.02 or 7.01 of Current Report on Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4.
Description of Securities.
Not applicable.
Item 5.
Interests of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate of Incorporation provides for indemnification by the Registrant of its directors and officers to the fullest extent permitted by the DGCL. The Registrant has entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Registrant to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or executive officer.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Certificate of Incorporation provides for such limitation of liability.
The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant, its directors, its officers, or persons who control the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7.
Exemption from Registration Claimed.
Not applicable.
The following exhibits are filed herewith or incorporated herein by reference.
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of Sinda Ltd.
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4.2
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Amended and Restated Bylaws of Sinda Ltd.
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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23.1
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Consent of Galaz, Yamazaki, Ruiz Urquiza, S.C.
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page of this Registration Statement).
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99.1
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Sinda Ltd. Amended and Restated 2020 Long Term Incentive Plan.
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107.1
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Filing Fee Table.
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A.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Miguel de Allende, Guanajuato, Mexico, on June 29, 2026.
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SINDA LTD.
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By
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/s/ Luis Barreto
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Name:
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Luis Barreto
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Title:
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Chief Financial Officer
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We, the undersigned directors and officers of the Registrant, hereby severally constitute and appoint Daniel Muñiz Quintanilla and Luis Barreto, and each of them singly, our true and lawful attorneys, with full power of substitution, for each of them singly, to do any and all acts and all things and to execute any and all instruments which said attorneys and agents may deem necessary or desirable to enable the Registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, including, without limitation, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 (this “Registration Statement”) to be filed with the SEC, including any and all post-effective amendments or supplements to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or any and all amendments thereto; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Luis Barreto
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Chief Financial Officer
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June 29, 2026
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Luis Barreto
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(Principal Executive Officer and Principal Financial Officer)
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/s/ Scott Cole
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Vice President, Finance
(Principal Accounting Officer)
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June 29, 2026
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Scott Cole
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/s/ Daniel Muñiz Quintanilla
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Executive Chairman and Director
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June 29, 2026
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Daniel Muñiz Quintanilla
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/s/ Ali Reza Erfan
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Director
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June 29, 2026
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Ali Reza Erfan
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/s/ Anna El-Erian
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Director
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June 29, 2026
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Anna El-Erian
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/s/ Douglas Groh
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Director
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June 29, 2026
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Douglas Groh
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/s/ Graeme Cameron Maxwell Lamb
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Director
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June 29, 2026
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Graeme Cameron Maxwell Lamb
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/s/ Igor Gonzales
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Director
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June 29, 2026
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Igor Gonzales
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/s/ Kalidas Madhavpeddi
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Director
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June 29, 2026
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Kalidas Madhavpeddi
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/s/ Vanessa Rubio Márquez
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Director
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June 29, 2026
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Vanessa Rubio Márquez
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