As filed with the U.S. Securities and Exchange
Commission on October 1, 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
ALASKA SILVER CORP.
(Exact name of Registrant
as specified in its charter)
| British Columbia |
|
1040 |
|
87-4818470 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Primary Standard Industrial
Classification
Code Number) |
|
(I.R.S. Employer
Identification
No.) |
1500-1111 West Hastings
St,
Vancouver, British Columbia, V6E 2J3 Canada
(520) 200-1667
(Address, including zip
code and telephone number, including area code, of registrant’s principal executive offices)
Christopher “Kit”
Marrs
Chief Executive Officer
and President
Alaska Silver Corp.
3573 East Sunrise Dr. Suite 233,
Tucson, Arizona, 85718
United States of America
(520) 200-1667
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
| Daniel M. Miller |
Mark D. Wood |
| Dorsey & Whitney LLP |
Alyse A. Sagalchik |
| Suite 855-1095 W. Pender Street |
Katten Muchin Rosenman LLP |
| Vancouver, BC V6E 2M6
|
525 W. Monroe Street
|
| Canada |
Chicago, IL 60661-3693 |
| (604) 630-5199 |
(312) 902-5200 |
Approximate date of commencement
of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, as amended, 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. x 333-290204
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.
| Large Accelerated
filer |
¨ |
Accelerated
filer |
¨ |
| Non-accelerated filer |
x |
Smaller reporting company |
x |
| |
|
Emerging growth company |
x |
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 Exchange Act. ¨
The Registration Statement
shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement
on Form S-1 is being filed by Alaska Silver Corp. (the “Registrant”), pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrant’s Registration
Statement on Form S-1, as amended (File No. 333-290204) (the “Prior Registration Statement”), initially filed by
the Registrant on September 12, 2025 and declared effective by the Securities and Exchange Commission on September 30, 2025.
The Registrant is filing
this Registration Statement for the sole purpose of increasing the aggregate offering price of units to be offered by the Registrant in
the public offering by $5,888,000, which includes additional subordinate voting shares and warrants that the underwriters have the option
to purchase and additional subordinate voting shares underlying the warrants to be issued to the underwriter. The additional securities
that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum
aggregate offering price set forth in the Calculation of Filing Fees table filed as an exhibit to the Prior Registration Statement. The
information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated
by reference into this Registration Statement.
| Exhibit No. |
|
Description of Exhibit |
| 5.1 |
|
Opinion of DuMoulin Black LLP |
| 5.2 |
|
Opinion of Dorsey & Whitney LLP related to the Warrants |
| 23.1 |
|
Consent of Davidson & Company LLP, independent registered public accounting firm |
| 23.2 |
|
Consent of DuMoulin Black LLP (included in Exhibit 5.1) |
| 23.3 |
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.2) |
| 24.1* |
|
Power of Attorney |
| 107 |
|
Calculation of Filing Fees Table |
* Previously
filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-290204) filed with the Securities and Exchange
Commission on September 12, 2025, the amended version of which is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, Alaska Silver Corp. has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Vancouver, British Columbia, Canada, on October 1, 2025.
| |
ALASKA SILVER CORP. |
| |
|
| |
By: |
/s/ Christopher “Kit” Marrs |
| |
|
Name: |
Christopher “Kit” Marrs |
| |
|
Title: |
Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October
1, 2025.
| Signature |
|
Title |
| |
|
|
| /s/ Christopher “Kit” Marrs |
|
Chief Executive Officer and Director (Principal Executive Officer) |
| Christopher “Kit” Marrs |
|
| |
|
|
| /s/ Darren Morgans |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| Darren Morgans |
|
| |
|
|
| * |
|
Director |
| Nate Brewer |
|
|
| |
|
|
| * |
|
Director |
| Susan Mitchell |
|
|
| |
|
|
| * |
|
Director |
| Kevin Nishi |
|
|
| |
|
|
| * |
|
Director |
| David Smallhouse |
|
|
| * By: |
/s/ Christopher “Kit” Marrs |
|
| |
Name: Christopher “Kit” Marrs |
|
| |
Title: Attorney-in-Fact |
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity
as the duly authorized representative of Alaska Silver Corp. in the United States, on October 1, 2025
| |
/s/ Christopher “Kit” Marrs |
| |
Name: Christopher “Kit” Marrs |
| |
Title: Chief Executive Officer and Director (Principal Executive Officer) |
