Form 40FR12B/A Blue Moon Metals Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 40-F
x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
¨ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended | Commission File Number |
Blue Moon Metals Inc.
(Exact name of Registrant as specified in its charter)
| British Columbia, Canada | 1000 | 98-1903645 | ||
| (Province or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
220 Bay Street, Suite 550
Toronto, Ontario, M5J 2W4 Canada
(416) 230-3440
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address (including zip code) and telephone
number (including area code) of agent for service in the
United States)
Copies to:
Mark D. Wood
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
(312) 902-5200
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares | BMM | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
| ¨ Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ¨ No ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ¨
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
EXPLANATORY NOTE
This Amendment No. 1 amends the Registration Statement on Form 40-F of Blue Moon Metals Inc., which was filed with the United States Securities and Exchange Commission on January 16, 2026 (the “Original Registration Statement” and, including any amendments thereto, the “Registration Statement”). This Amendment No. 1 is being filed solely to include certain additional exhibits with the Registration Statement that were too large to be filed with the Original Registration Statement. Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend, update, or restate the information in any item of the Original Registration Statement or reflect any events occurring.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| BLUE MOON METALS INC. | |||
| By: | /s/ Christian Kargl-Simard | ||
| Name: | Christian Kargl-Simard | ||
| Title: | Chief Executive Officer and Director | ||
Date: January 16, 2026
EXHIBIT INDEX
The following documents are being filed with the SEC as Exhibits to this Registration Statement:
| Exhibit No. | Description | |
| 99.1* | Press release, filed on December 1, 2025, reporting significant development momentum on its Norwegian projects | |
| 99.2* | Interim financial statements, for the three and nine months ended September 30, 2025 and 2024, filed on November 19, 2025 | |
| 99.3* | Annual management’s discussion and analysis for the three and nine months ended September 30, 2025, filed on November 19, 2025 | |
| 99.4* | Certification of interim filings – F. Kwong, CFO (52-109FV2), filed on November 19, 2025 | |
| 99.5* | Certification of interim filings – C. Kargl-Simard, CEO (52-109FV2), filed on November 19, 2025 | |
| 99.6* | Press release, filed on November 13, 2025, announcing voting results from the annual and special meeting and welcoming new Norwegian-based board members | |
| 99.7* | Press release, filed on October 28, 2025, announcing the appointment of Katy Grant as Senior Vice President, Human Resources & Corporate Sustainability | |
| 99.8* | Management proxy materials, request for financial statements, filed on October 22, 2025 | |
| 99.9* | Form of Proxy, Annual General and Special Meeting to be held on Nov 13, 2025, filed on October 22, 2025 | |
| 99.10* | Notice of meeting, for the Annual General and Special Meeting to be held on November 13, 2025, filed on October 22, 2025 | |
| 99.11* | Management information circular, dated October 10, 2025, filed on October 22, 2025 | |
| 99.12* | Press release, filed on October 14, 2025, announcing the signing of an MOU to acquire the Springer Critical Metals Mine and processing plant in Nevada and intention to list on NASDAQ | |
| 99.13* | Press release, filed on October 6, 2025, announcing commencement of construction activities for the exploration decline at the Blue Moon Mine in Mariposa County, California | |
| 99.14* | Material change report, filed on October 6, 2025 | |
| 99.15* | Press release, filed on October 1, 2025, announcing the closing of a C$86.5 million bought-deal public offering | |
| 99.16* | Marketing materials related to the short form base shelf prospectus, dated September 25, 2025, filed on September 29, 2025 | |
| 99.17* | Prospectus supplement to the short form base shelf prospectus dated September 23, 2025, filed on September 26, 2025 | |
| 99.18* | Consent letter of underwriter's legal counsel, Blake, Cassels & Graydon LLP, filed on September 26, 2025 | |
| 99.19* | Consent letter of issuer's legal counsel, Bennett Jones LLP, filed on September 26, 2025 | |
| 99.20* | Underwriting agreement, dated September 26, 2025, filed on September 26, 2025 | |
| 99.21* | Press release, filed on September 25, 2025, announcing the upsize of the bought-deal public offering to C$75 million | |
| 99.22* | Press release, filed on September 24, 2025, announcing a C$60 million bought-deal public offering | |
| 99.23* | Business acquisition report, filed on September 23, 2025 | |
| 99.24* | Receipt of shelf prospectus (NI 44-102), filed on September 23, 2025 | |
| 99.25* | Consent letter of expert, A. Wheeler, filed on September 23, 2025 | |
| 99.26* | Consent letter of expert, C. Jacobs, filed on September 23, 2025 | |
| 99.27* | Consent letter of expert, J. Taylor, filed on September 23, 2025 | |
| 99.28* | Consent letter of expert, R. Gowans, filed on September 23, 2025 | |
| 99.29* | Undertaking re breakdown of sales and payment of fees (BC), filed on September 23, 2025 | |
| 99.30* | Consent letter of expert, A. J. San Martin, filed on September 23, 2025 | |
| 99.31* | Consent letter of expert, P. Szkilnyk, filed on September 23, 2025 | |
| 99.32* | Consent letter of expert, S. Wilson, filed on September 23, 2025 | |
| 99.33* | Final short form prospectus, filed on September 23, 2025 | |
| 99.34* | Non-issuer's submission to London, United Kingdom, jurisdiction and appointment of agent, Bennett Jones LLP, filed on September 23, 2025 | |
| 99.35* | Non-issuer's submission to Vestland, Norway, jurisdiction and appointment of agent, filed on September 23, 2025 | |
| 99.36* | Undertaking to file documents and material contracts, filed on September 23, 2025 | |
| 99.37* | Auditor's consent letter, KPMG AS, filed on September 23, 2025 | |
| 99.38* | Auditor's consent letter, Davidson & Company LLP, filed on September 23, 2025 | |
| 99.39* | Consent letter of issuer's legal counsel, filed on September 23, 2025 | |
| 99.40* | Notice of the meeting and record date, filed on September 15, 2025 | |
| 99.41* | Technical report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California (NI 43-101), filed on September 12, 2025 | |
| 99.42* | Consent of qualified person, A. Wheeler (NI 43-101), filed on September 12, 2025 | |
| 99.43* | Technical report on the mineral resources of the Sulitjelma Project, Norway (NI 43-101), filed on September 12, 2025 | |
| 99.44* | Annual information form for the financial year ended December 31, 2025, filed on September 12, 2025 | |
| 99.45* | Consent of qualified person, A. Wheeler (NI 43-101), filed on September 12, 2025 | |
| 99.46* | Technical report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway (NI 43-101), filed on September 12, 2025 | |
| 99.47* | Material change report, filed on September 12, 2025 | |
| 99.48* | Material document(s) (amended), filed on September 12, 2025 | |
| 99.49* | Report of exempt distribution excluding schedule 1 of Form 5, filed on September 12, 2025 | |
| 99.50* | Report of exempt distribution excluding schedule 1 of Form 5, filed on September 12, 2025 | |
| 99.51* | Consent of qualified person, P. Szkilnyk (NI 43-101), filed on September 12, 2025 | |
| 99.52* | Consent of qualified person, A. J. San Martin (NI 43-101), filed on September 12, 2025 | |
| 99.53* | Consent of qualified person, C. Jacobs (NI 43-101), filed on September 12, 2025 | |
| 99.54* | Consent of qualified person, R. Gowans (NI 43-101), filed on September 12, 2025 |
* Previously filed.
** Filed herewith.
ATTACHMENTS / EXHIBITS
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