Form 10-12B Cyprium Holdings Ltd

As filed with the Securities and Exchange Commission on November 14, 2025.

File No.    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

CYPRIUM HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

Spitalstrasse 5, 8200 Schaffhausen, Switzerland

(Address of principal executive office)

Registrant’s telephone number, including area code:

+41 52 580 96 00

Securities to be registered pursuant to Section 12(b) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act: None

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “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 13(a) of the Exchange Act. ☐

CYPRIUM HOLDINGS LIMITED

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Risk Factors,” “Forward-Looking Statements,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary—Summary of Risk Factors,” “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to the Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Principal Shareholders.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Executive and Director Compensation.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Business—Legal Proceedings” and Note 13, “Commitments and Contingencies” to the audited financial statements. Those sections are incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “Summary,” “The Spin-Off,” “Dividend Policy,” “Capitalization,” “Shares Eligible for Future Sales” and “Description of Share Capital.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Description of Share Capital.” That section is incorporated herein by reference.

The information required by this item is contained under the sections of the information statement entitled “The Spin-Off” and “Description of Share Capital.” Those sections are incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Description of Share Capital—Comparison of United States and Jersey Corporate Law.” That section is incorporated herein by reference.

The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” (and the financial statements and related notes referenced therein). That section is incorporated herein by reference.

Not applicable.

(a) Financial Statements

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and “Index to Financial Statements” (and the financial statements and related noted referenced therein). Those sections are incorporated herein by reference.

(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2025