M&A - Sayona Mining Ltd

Form Type: F-4/A

Filing Date: 2025-06-13

Corporate Action: Merger

Type: Update

Accession Number: 000114036125022482

Filing Summary: Sayona Mining Limited is seeking approval for a merger with Piedmont Lithium Inc., wherein Sayona's wholly owned subsidiary, Shock MergeCo Inc., will merge into Piedmont, making Piedmont a wholly owned subsidiary of Sayona. Following the merger, shareholders of Piedmont will receive a specified number of Sayona ordinary shares or American depositary shares as consideration for their shares. The document discusses details of the proposal, including the voting process for Piedmont shareholders, a special meeting scheduled for July 31, 2025, to vote on this merger, and the effects of the merger on ownership proportions. Piedmont's board of directors unanimously supports the merger and recommends approval to its shareholders. The document emphasizes the importance of shareholder votes and outlines the details regarding shares conversion and potential market listings for the new shares. Additionally, the filing indicates that it is an amendment to a prior registration statement under the U.S. Securities Act, and the management teams of both companies have provided their endorsements for the transaction.

Form Type: F-4/A

Filing Date: 2025-06-05

Corporate Action: Merger

Type: Update

Accession Number: 000114036125021562

Filing Summary: On June 5, 2025, Sayona Mining Ltd. filed an updated registration statement on Form F-4/A with the SEC concerning its proposed merger with Piedmont Lithium Inc. As per the merger agreement made on November 18, 2024, Piedmont will merge into Shock MergeCo Inc., a subsidiary of Sayona, with Piedmont becoming a wholly owned subsidiary of Sayona. Upon completion of the merger, Piedmont stockholders will be entitled to receive Sayona ordinary shares or American depositary shares (ADSs), with specific ratios for their shares based on the effective merger agreement. The meeting of Piedmont stockholders to ratify the merger and associated proposals will be announced soon. The document highlights the importance of stockholder votes, outlines proposals regarding executive compensation, and details on how the merger will affect shareholdings. It also states the expected listing details for the newly merged Sayona entities on Nasdaq and ASX, as well as the anticipated fluctuation of the market value of the merger consideration. Sayona Mining Limited operates as an emerging growth company, and this filing serves to ensure compliance with SEC regulations regarding such corporate actions.

Form Type: F-4/A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000114036125019481

Filing Summary: On May 16, 2025, Sayona Mining Limited filed an amendment to its F-4 registration statement for a merger involving Piedmont Lithium Inc. According to the document, Piedmont has called a special meeting of its stockholders to discuss and vote on the proposed merger agreement established on November 18, 2024, and amended on April 22, 2025. The merger will result in Piedmont becoming a wholly owned subsidiary of Sayona, with changes to the capital structure set forth in the merger agreement. If approved, each share of Piedmont common stock will be converted into Sayona shares or American depositary shares (ADSs) based on a predetermined ratio. The document outlines the voting process and emphasizes the importance of stockholder participation. Sayona's ordinary shares and ADSs are expected to be listed on trading platforms under new symbols following shareholder approval, potentially changing the company’s name to Elevra Lithium Limited. The registration statement seeks to inform stockholders of actions required, including vote submissions and the implications of the merger, urging stakeholders to read the full document for details on risks and financial implications associated with the transaction.

Form Type: DRS

Filing Date: 2025-02-27

Corporate Action: Merger

Type: New

Accession Number: 000114036125006282

Filing Summary: Sayona Mining Limited has filed a registration statement for a proposed merger with Piedmont Lithium Inc. This document outlines the merger agreement made on November 18, 2024, whereby a wholly owned subsidiary of Sayona, Shock MergeCo Inc., will merge with Piedmont, with Piedmont becoming a wholly owned subsidiary of Sayona. Upon completion, each share of Piedmont common stock will be converted into Sayona ordinary shares or American depositary shares. The merger is expected to be voted on during a special meeting where stockholders will also consider the compensation for Piedmont's executive officers related to the merger. The document emphasizes the importance of stockholder voting, as the transaction cannot proceed without approval. Key terms of the merger consideration and procedures for voting are detailed, along with the implications of the merger on the equity structure of both companies.