LITHIUM AMERICAS CORP. (LAC) SEC Filings

Lithium Americas Corp. is registering for resale up to 72,553,609 common shares, issuable to YA II PN, Ltd. upon conversion of subordinated convertible debentures. These shares represent 19.99% of the 363,042,943 common shares outstanding as of August 13, 2026; this is a baseline figure, not the amount being offered.

The company has issued $150 million in Yorkville Debentures, with an option for an additional $25 million. The debentures are convertible at the lower of a fixed $4.56 price or 95% of the lowest five-day VWAP, subject to a floor of $1.63 (not below $0.65). Conversions are limited by a 4.99% Beneficial Ownership Limitation (electable to 9.99%) and the exchange-based 19.99% Exchange Cap. Lithium Americas will not receive proceeds from any resale of these shares, though it pays registration-related expenses. The company is a Canadian-based lithium developer whose flagship Thacker Pass project targets staged production of battery-grade lithium carbonate up to 160,000 t/y across multiple phases.

Lithium Americas Corp. entered into a Securities Purchase Agreement with YA II PN, Ltd. and completed an initial closing for $150.0 million in aggregate principal amount of subordinated convertible debentures, with an additional $25.0 million available for future issuance at the company’s option. The debentures are subordinated and convertible into common shares, subject to conversion limits.

While notes previously issued to OMF Fund IV SPV M LLC remain outstanding, cash principal repayments on the new debentures are capped at $35 million and must be funded only from new equity financings or cash distributions from the General Motors joint venture, and coordinated with offers to repurchase the Orion notes. After 181 days, the company may optionally redeem amounts outstanding at principal plus a 10% premium plus accrued interest, with the investor retaining a 10-trading-day conversion election window.

Conversions are limited to no more than 19.99% of outstanding common shares without stockholder approval and are also subject to a 4.99% beneficial ownership cap, which may be increased to 9.99% on notice. The securities were issued in a private placement to an accredited investor under Section 4(a)(2) and Rule 506 of Regulation D, and are subject to resale registration rights.

Lithium Americas reported its Form 10-Q for the quarter ended June 30, 2026, showing a move to profitability and substantial progress at the Thacker Pass project. For the first six months of 2026, net income was $6.3 million versus a $24.8 million loss a year earlier; Q2 2026 net income attributable to stockholders was $2.2 million compared with a $12.4 million loss in Q2 2025.

Cash and restricted cash rose to $1,279.2 million, supported by DOE loan advances totaling $1.209 billion and ATM equity sales. Cumulative Thacker Pass capitalized costs reached $1,785.1 million, with 2026 Capex guidance of $1.3–$1.6 billion. Construction is advancing, with 3.42 million workhours completed without a serious injury and a recordable incident frequency rate of 0.58. The company highlighted cost pressures and estimated 2026 tariff exposure of $80–$100 million, a full write-down of its Ascend Elements investment to zero, and higher general and administrative expenses as it scales operations. As of August 12, 2026, 363,042,943 shares were outstanding.

Lithium Americas Corp. reports a return to profitability while aggressively building out the Thacker Pass lithium project. For the six months ended June 30, 2026, net income was $6.3 million versus a loss of $24.8 million a year earlier, driven largely by $20.0 million of gains on the Orion convertible derivative and a $9.9 million gain on the DOE-related JV warrant, partly offset by higher general and administrative expenses.

Cash and restricted cash rose to $1.28 billion, supported by $1.03 billion of net financing inflows, including $774.0 million of new DOE Loan advances and $258.2 million from equity offerings. Total assets increased to $3.54 billion, with $2.09 billion invested in mineral properties, plant and equipment, mainly Thacker Pass.

Thacker Pass Phase 1 construction is advancing, with $1.62 billion of the planned $2.93 billion Capex already capitalized and 2026 Capex guidance of $1.3–$1.6 billion. Debt also increased: the DOE Loan balance reached $988.0 million, and Orion convertible debt and production payment liabilities totaled $202.0 million. The company continues to fund development through DOE project finance, convertible instruments, at-the-market equity sales and a new up to $175 million Yorkville convertible debenture agreement.

Lithium Americas Corp. agreed to issue up to $175.0 million in subordinated convertible debentures to YA II PN, Ltd., an affiliate of Yorkville Advisors. The company plans an initial issuance of $150.0 million, with up to an additional $25.0 million available at its discretion under a put right.

Cash principal repayments on the debentures are capped at $35 million while Orion convertible notes remain outstanding and must come from new equity financing and/or Thacker Pass JV cash distributions, with cash interest also linked to Orion payments. After 181 days, the company may redeem amounts at principal plus a 10% premium and accrued interest, subject to the investor’s 10‑day conversion window.

Investor conversions are limited by a 19.99% exchange cap without shareholder approval and a beneficial ownership cap of 4.99%, which may increase to 9.99% on notice. The securities are being sold in a private placement under Section 4(a)(2)/Rule 506, with resale registration rights. Proceeds will support liquidity and general corporate purposes, including advancing the Thacker Pass lithium project.

Lithium Americas Corp. director Fabiana Chubbs reported a derivative transaction involving 8,100 Deferred Share Units (DSUs), each tied to one common share. Following this activity, she holds 121,831 DSUs directly. These DSUs convert into common shares only after her service as a director ends.

The footnote explains that DSUs provide no voting or dispositive rights over the underlying common shares until termination of employment or board service. Settlement for U.S. participants occurs six months after termination, while non-U.S. participants receive shares on the 20th business day following termination.

GAO YUAN reported acquisition or exercise transactions in this Form 4 filing.

LITHIUM AMERICAS CORP. director Gao Yuan received a grant of 10,368 Deferred Share Units (DSUs), each representing one common share. This grant increased his directly held DSUs to 147,819. The DSUs will settle in common shares only after his service as a director ends, with no voting or dispositive rights before settlement.

Lithium Americas Corp. director Philip Montgomery received a grant of 8,100 Deferred Share Units (DSUs), each representing the right to receive one common share. The award was granted at no cash cost and increased his directly held DSUs to 81,474.

The DSUs will not convert into common shares, and he will not have voting or dispositive rights over the underlying shares, until his service as a director ends. For U.S. participants, settlement occurs 6 months after termination; for non-U.S. participants, on the 20th business day following termination.

Walker Clayton D. reported acquisition or exercise transactions in this Form 4 filing.

LITHIUM AMERICAS CORP. director Walker Clayton D. received a grant of 6,900 Deferred Share Units (DSUs) on common shares. The DSUs were awarded at a price of $0.00 per unit and bring his reported DSU holdings to 6,900 units.

Each DSU represents the right to receive one common share of Lithium Americas. The underlying shares will only be issued after his termination as a director, and until then he has no voting or dispositive rights over those shares. Settlement occurs automatically following termination, with specific timelines for U.S. and non-U.S. participants.