Mar UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 40-F
__________________
| ☐ | 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 December 31, 2025
Commission File Number: 001-40786
__________________
SIGMA LITHIUM CORPORATION
(Exact name of Registrant as specified in its charter)
__________________
| Canada |
|
1000 |
|
Not Applicable |
(Province or other jurisdiction of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code Number) |
|
(I.R.S. Employer Identification
Number) |
181, Bay Street, Suite 4400, Toronto, Ontario
M5J 2T3, Canada
Tel: +55 11-2985-0089
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
28 Liberty Street
New York, New York 10005
Telephone: (212) 894-8940
(Name, address (including zip code) and telephone number (including area code) of agent for
service in the United States)
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, no par value |
SGML |
The Nasdaq Capital Market |
Securities registered or to be 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:
111,402,979 Common Shares outstanding as of December 31,
2025
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 ☒
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). ☐
INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE
CONTROLS AND PROCEDURES
The Internal Control over Financial Reporting is filed in
Exhibit 99.2 hereto which contains the link to the Management’s Discussion and Analysis for the year ended December 31, 2025, incorporated
herein by reference.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES
The Internal Control over Financial Reporting is filed in
Exhibit 99.2 hereto which contains the link to the Management’s Discussion and Analysis for the year ended December 31, 2025, incorporated
herein by reference.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board of Directors
has determined that it has at least one audit committee financial expert serving on its Audit Committee. The Board has determined that
Junaid Jafar is an audit committee financial expert and is independent, as that term is defined by the Exchange Act and the Nasdaq corporate
governance standards applicable to the Company.
The Audit Committee has indicated
that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose,
impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the Audit
Committee and the Board in the absence of such designation and does not affect the duties, obligations or liability of any other member
of the Audit Committee or Board.
CODE OF ETHICS
The Board has adopted a written
code of business conduct and ethics (the “Code”), which applies to the Board and all officers and employees of the Company,
including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller.
There were no waivers granted in respect of the Code during the fiscal year ended December 31, 2025. The Code is posted on the Company’s
website at www.sigmalithiumresources.com. If there is an amendment to the Code, or if a waiver of the Code is granted to any of Company’s
principal executive officers, principal financial officer, principal accounting officer or controller, the Company intends to disclose
any such amendment or waiver by posting such information on the Company’s website. Unless and to the extent specifically referred
to herein, the information on the Company’s website shall not be deemed to be incorporated by reference in this Annual Report.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Grant Thornton Auditores Independentes
Ltda., São Paulo, Brazil, Audit Firm ID: 5270, acted as the Company’s independent registered public accounting firm for the
fiscal year ended December 31, 2025 and 2024. See page 75 of the Company’s Annual Information Form, which is attached hereto as
Exhibit 99.1, for the total amount billed to the Company by Grant Thornton Auditores Independentes Ltda. for services performed in the
last two fiscal years by category of service (for audit fees, audit-related fees, tax fees and all other fees).
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
See page 75 of the Company’s
Annual Information Form, which is attached hereto as Exhibit 99.1. No audit-related fees, tax fees or other non-audit fees were approved
by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The information included in “Financial
risk factors—Market Risk” attached hereto as Exhibit 99.2 which contains the link to the Management’s Discussion
and Analysis for the year ended December 31, 2025, incorporated herein by reference.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Board has a separately designated
standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and satisfies the requirements of Exchange
Act Rule 10A-3. The Company’s Audit Committee is comprised of Junaid Jafar, Alexandre Rodrigues Cabral and Kátia Abreu, all
of whom, in the opinion of the Company’s Board of Directors, are independent (as determined under Rule 10A-3 of the Exchange Act
and the Nasdaq Rules) and all of whom are financially literate.
CORPORATE GOVERNANCE PRACTICES
There are certain differences between
the corporate governance practices applicable to the Company and those applicable to U.S. companies under the Nasdaq Corporate Governance
Requirements. A summary of the significant differences can be found on the Company’s website at www.sigmalithiumresources.com. Information
contained in or otherwise accessible through the Company’s website does not form part of this Annual Report and is not incorporated
into this Annual Report by reference.
MINE SAFETY DISCLOSURE
Pursuant to Section 1503(a) of
the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States
are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are
based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine
Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”).
During the fiscal year ended December 31, 2025, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine
Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING
PRACTICES
The Company is permitted, under
a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements,
which are different from those of the United States. The Company prepares its financial statements, which are filed with this Annual Report
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit
is subject to Canadian auditing and auditor independence standards.
Disclosure regarding the Company’s mineral properties,
including with respect to mineral reserve and mineral resource estimates included in this Annual Report, was prepared in accordance with
NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure
an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure
requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this Annual Report is not comparable
to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.
INCORPORATED DOCUMENTS
Annual Information Form
The Company’s AIF is filed as Exhibit
99.1 to this Annual Report.
Management’s Discussion and
Analysis
The Company’s management’s
discussion and analysis (“MD&A”) is filed as Exhibit 99.2 to this Annual Report.
Audited Annual Financial Statements
The Company’s consolidated financial
statements and auditor’s reports thereon are filed as Exhibit 99.3 to this Annual Report.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
The Company undertakes to make
available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said securities.
B. Consent to Service of Process
The Company has filed an Appointment
of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation
to file this Annual Report arises.
EXHIBIT INDEX
| |
|
|
| Exhibit No. |
|
Description |
| 97.1 |
|
Incentive Compensation Clawback Policy, effective as of December 1, 2023 |
| 99.1 |
|
Annual Information Form for the year ended December 31, 2025 |
| 99.2 |
|
Management’s Discussion and Analysis for the year ended December 31, 2025 |
| 99.3 |
|
Consolidated financial statements for the years ended December 31, 2025 and 2024 |
| 99.4 |
|
Certificate of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 99.5 |
|
Certificate of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 99.6 |
|
Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.7 |
|
Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.8 |
|
Consent of Grant Thornton Auditores Independentes Ltda., Independent Registered Public Accounting Firm |
| 99.9 |
|
Consent of Marc-Antoine Laporte, P.Geo., M.Sc. |
| 99.10 |
|
Consent of William van Breugel, P. Eng. |
| 99.11 |
|
Consent of Johnny Canosa, P. Eng. |
| 99.12 |
|
Consent of Joseph Keane, P. Eng. |
| 101 |
|
Interactive Data File (formatted as Inline XBRL) |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| |
|
|
SIGNATURE
Pursuant to the requirements of
the Exchange Act, Sigma Lithium Corporation certifies that it meets all of the requirements for filing on Form 40-F and has duly
caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: March 30, 2026
| |
SIGMA LITHIUM CORPORATION |
| |
|
| |
By: |
/s/ |
| |
|
Name: |
Ana Cristina Cabral |
| |
|
Title: |
Chief Executive Officer |
