M&A - Lithium Americas (Argentina) Corp.

Form Type: 8-K12B

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000106299325001029

Filing Summary: On January 23, 2025, Lithium Americas (Argentina) Corp. completed a plan of arrangement involving its transition to Lithium Argentina AG, effectively merging its operations under Swiss law. The Arrangement was approved by shareholders at a special meeting on January 17, 2025. Following the Continuation, shareholders retained their common registered shares with a nominal value of US$0.01, maintaining their ownership percentage. The share capital of Lithium Argentina AG amounts to US$1,619,322.34, with 161,932,234 Continued Shares issued. These shares will trade under the new symbol "LAR" on the TSX and NYSE. Lithium Argentina AG became a successor issuer under the Exchange Act, succeeding all reporting obligations of the former corporation. Detailed terms relating to the share capital and issuance methods have been outlined, adhering to Swiss laws and regulations, aimed at enhancing operational flexibility and compliance within international markets.

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Form Type: S-8 POS

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000106299325001093

Filing Summary: On January 23, 2025, Lithium Argentina AG completed a plan of arrangement under British Columbia law which involved the continuation of Lithium American (Argentina) Corp. (LAAC) into Zug, Switzerland. This strategic move restructured LAAC as Lithium Argentina AG, resulting in LAAC shareholders receiving the common registered shares of the new entity. The registration statement filed, designated as Form S-8, covers the issuance of common shares under the Second Amended and Restated Equity Incentive Plan, reflecting continuity in awards previously granted under the old plan without necessitating new agreements. The filing serves to register the shares underlying the existing Incentive Securities in compliance with the new governance established by the Board on January 23, 2025. As a large accelerated filer, Lithium Argentina AG's registration process affirms its compliance and readiness to operate within U.S. securities regulations, not requiring additional registration fees for newly issued securities. This document underscores the company's transition and outlines how previous compensation structures maintain their integrity after the merger.

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