As filed with the Securities and Exchange Commission on
As filed with the Securities and Exchange Commission on August 17, 2026
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lithium Americas Corp.
(Exact name of registrant as specified in its charter)
British Columbia, Canada Not Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3260 – 666 Burrard Street
Vancouver, BC V6C 2X8
(778) 656-5820
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Edward Grandy
Senior Vice President, General Counsel and Corporate Secretary
5310 Kietzke Ln, Suite 200
Reno, Nevada 89511
(775) 827-3318
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Jackson A. O’Maley
Benjamin N. Heriaud
Vinson & Elkins L.L.P.
845 Texas Avenue, Suite 4700
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. `
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. È
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. `
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. `
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. È
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. `
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer ` Accelerated filer `
Non-accelerated filer È Smaller reporting company È
Emerging growth company È
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 7(a)(2)(B) of the Securities
Act. `
PROSPECTUS
Lithium Americas Corp.
72,553,609 Common Shares Offered by the Selling Shareholder
This prospectus relates to the offer and sale by the selling shareholder identified herein of up to an aggregate
72,553,609 common shares, no par value (the “Common Shares”), of Lithium Americas Corp. (“LAC,” the
“Company,” “we,” “our,” or “us”).
Such Common Shares are issuable upon the conversion of subordinated convertible debentures (the “Yorkville
Debentures”) issued and sold to YA II PN, Ltd. (“Yorkville”) on August 13, 2026. The Yorkville Debentures are
convertible into Common Shares, subject to certain conditions and limitations. We sold the Yorkville Debentures in
a transaction exempt from the registration requirements of the Securities Act, pursuant to the Securities Purchase
Agreement, dated August 5, 2026 (the “Purchase Agreement”). As of the date of this prospectus, the Company has
issued $150 million in aggregate principal amount of the Yorkville Debentures (the “Initial Debenture”) pursuant to
the Purchase Agreement. Under the Purchase Agreement, the Company has an option to sell an additional
$25 million in aggregate principal amount of convertible debentures through future delayed closings upon exercise
of the Company’s put right, but no such additional debentures have been issued. This registration statement registers
the issue and resale of the Common Shares issuable upon conversion of the Initial Debenture as required by the
Registration Rights Agreement, dated August 5, 2026 (the “Registration Rights Agreement”), that we entered into
with Yorkville in connection with the issuance of the Yorkville Debentures.
This prospectus provides you with a general description of the Common Shares offered hereby and the
general manner in which the selling shareholder, upon conversion of the Yorkville Debentures, may offer such
securities. More specific terms of any securities that the selling shareholder offers may be provided in a
prospectus supplement, if required, that describes, among other things, the specific amounts and prices of the
securities being offered and the terms of the offering. The prospectus supplement may also add, update or change
information contained in this prospectus.
We will not receive any proceeds from the sale of Common Shares to be offered by the selling shareholder.
However, we will pay certain expenses, other than underwriting discounts and commissions, associated with the
sale of Common Shares by the selling shareholder pursuant to this prospectus. Our registration of the Common
Shares covered by this prospectus does not mean that the selling shareholder will offer or sell any of the
Common Shares. The selling shareholder may sell the Common Shares covered by this prospectus in a number of
different ways and at varying prices. We provide more information about how the selling shareholder may sell
the Common Shares in the section entitled “Plan of Distribution.”
Our Common Shares are traded on the New York Stock Exchange (“NYSE”) and the Toronto Stock
Exchange (“TSX”) under the symbol “LAC.” The closing price for our Common Shares on August 14, 2026, was
US$3.38 per share, as reported on the NYSE and was C$4.79 per share, as reported on the TSX.
Investing in our Common Shares involves risks. See “Risk Factors” beginning on
page 8.
Neither the SEC (as defined below) nor any state securities commission has approved or disapproved
of the Common Shares or determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is August 17, 2026.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS .............................................................. 1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...................... 2
INFORMATION ABOUT THE COMPANY .................................................. 7
RISK FACTORS ......................................................................... 8
USE OF PROCEEDS ..................................................................... 9
SELLING SHAREHOLDER ............................................................... 1 0
PLAN OF DISTRIBUTION ................................................................ 1 2
DESCRIPTION OF COMMON SHARES ..................................................... 1 5
LEGAL MATTERS ...................................................................... 1 6
EXPERTS .............................................................................. 1 6
WHERE YOU CAN FIND MORE INFORMATION ............................................ 1 7
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ............................. 1 8
Neither we nor the selling shareholder have authorized anyone to provide any information or to make
any representations other than those contained or incorporated by reference in this prospectus, any
accompanying prospectus supplement or any free writing prospectus we have prepared. We and the
selling shareholder take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. This prospectus is an offer to sell only the Common Shares
offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. The
information contained or incorporated by reference in this prospectus is current only as of its date.
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ABOUT THIS PROSPECTUS
This prospectus is part of an “automatic shelf” registration statement that we filed with the U.S. Securities
and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the
Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration process, the selling
shareholder may, from time to time, offer and sell any combination of the Common Shares described in this
prospectus in one or more offerings. This prospectus generally describes Lithium Americas Corp. and the
securities, including its Common Shares. The selling shareholder may use the shelf registration statement to sell
up to an aggregate of 72,553,609 Common Shares from time to time through any means described in the section
entitled “Plan of Distribution.”
We will not receive any proceeds from the sale of the Common Shares to be offered by the selling
shareholder. However, we will pay certain expenses, other than underwriting discounts and commissions,
associated with the sale of Common Shares by the selling shareholder pursuant to this prospectus. More specific
terms of any shares of the Common Shares that the selling shareholder offers may be provided in a prospectus
supplement, if required, that describes, among other things, the specific amounts and prices of the Common
Shares being offered and the terms of the offering. The prospectus supplement may also add, update or change
information included in this prospectus. You should read both this prospectus and any applicable prospectus
supplement, together with additional information described below under the captions “Where You Can Find
More Information” and “Incorporation of Certain Information by Reference.”
No offer of the Common Shares will be made in any jurisdiction where the offer is not permitted.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus contains or incorporates by reference information that includes or is
based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the “Exchange Act”). All statements, other than statements of historical fact, are forward-looking
statements (“FLS”) and can be identified by the use of statements that include, but are not limited to, words, such
as “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “proposes,”
“potential,” “target,” “implement,” “schedule,” “forecast,” “intend,” “would,” “could,” “might,” “should,”
“believe” and similar terminology, or statements that certain actions, events or results “may,” “could,” “would,”
“might” or “will” be taken, occur or be achieved. FLS in this prospectus, including the documents incorporated
by reference, include, but are not limited to:
statements relating to the anticipated sources and uses of funds to complete project financing,
statements relating to the Company’s joint venture (the “JV”) with General Motors Holdings LLC
(“GM”), the loan from the U.S. Department of Energy’s (the “DOE”) Advanced Technology Vehicles
Manufacturing Loan Program (the “DOE Loan”), and the strategic investment of $250 million from
fund entities managed by Orion Resource Partners LP (collectively, “Orion”, and such investment the
“Orion Investment”), for purposes of funding and developing a sedimentary-based lithium project
located in the McDermitt Caldera in Humboldt County, Nevada, USA (“Thacker Pass” or the
“Project”), the warrants the Company issued to the DOE to purchase up to 18,268,687 Common Shares
(the “LAC Warrant”), the warrants the JV issued to the DOE to purchase 8,656,509,695 non-voting
units of the JV (the “JV Warrant”, and together with the LAC Warrant, the “Warrants”), the Put, Call
and Exchange Agreement entered into in connection with the issuance of the Warrants, and the
Yorkville Debentures (as defined herein), including statements regarding satisfaction of draw down
conditions on the DOE Loan, the availability and timing of delayed closings under the Yorkville
Debentures, the Company’s ability to satisfy conditions to future delayed closings under the Yorkville
Debentures, the anticipated use of proceeds from the Yorkville Debentures, expectations about the
extent to which the JV with GM, the DOE Loan, including any amendments thereto, the Orion
Investment, the Warrants, the Yorkville Debentures and cash on hand would fund the development and
construction of Thacker Pass on schedule or at all;
project de-risking initiatives and the extent to which work to date has de-risked project execution;
the expected operations,
financial results and condition of the Company;
expectations related to the construction build, job creation and nameplate capacity of Thacker Pass as
well as other statements with respect to the Company’s future objectives and strategies to achieve these
objectives, including the future prospects of the Company;
the estimated cash flow, capitalization and adequacy thereof for the Company;
the estimated costs of the development of Thacker Pass, including timing, progress, approach,
continuity or change in plans, construction, commissioning, expected milestones, anticipated
production and results thereof and expansion plans;
cost and expected benefits of the transloading terminal;
cost and expected benefits of the limestone quarry;
anticipated timing to resolve, and the expected outcome of, any complaints or claims made or that
could be made concerning the permitting process in the United States for Thacker Pass;
the timely completion of environmental reviews and related consultations, and receipt or issuance of
permits and approvals, in the United States for the Company’s development and resultant operations;
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capital expenditures and programs;
estimates, and any change in estimates, of the mineral resources and mineral reserves at Thacker Pass;
development of mineral resources and mineral reserves;
the realization of mineral resources and mineral reserves estimates, including whether certain mineral
resources will ever be developed into mineral reserves, and information and underlying assumptions
related thereto;
government regulation of mining operations and treatment under governmental and taxation regimes;
the future price of commodities, including lithium;
the creation of a battery supply chain in the United States to support industries and technologies
dependent on lithium batteries, including the electric vehicle and battery energy storage system
markets;
the timing and amount of future production, currency exchange and interest rates;
the Company’s ability to raise capital;
expected expenditures to be made by the Company;
statements relating to revised capital cost estimates, including statements regarding the definitive
capital estimate and the expected timing of completion and potential outcomes thereof;
ability to produce high purity battery grade lithium products;
settlement of agreements related to the operation and sale of mineral production as well as contracts in
respect of operations and inputs required in the course of production;
the timing, cost, quantity, capacity and product quality of production at Thacker Pass;
successful development of Thacker Pass, including successful results from the Company’s testing
facility and third-party tests related thereto; statements with respect to the expected economics of
Thacker Pass, including capital costs, operating costs, sustaining capital requirements, after tax net
present value and internal rate of return, pricing assumptions, payback period, sensitivity analyses, net
cash flows and life of mine;
anticipated job creation;
the expectation that the National Construction Agreement (Project Labor Agreement) with North
America’s Building Trades Unions for construction of Phase 1 of Thacker Pass will minimize
construction risk,
ensure availability of skilled labor, address the challenges associated with Thacker Pass’s remote
location and be effective in prioritizing employment of local and regional skilled craft workers,
including members of underrepresented communities; overarching accessibility to a productive
workforce;
the expected workforce development training program being prepared with Great Basin College;
the Company’s commitment to sustainable development, limiting the environmental impact at Thacker
Pass and plans for phased reclamation during the life of mine, including use benefits of growth media;
ability to achieve capital cost efficiencies;
anticipated use of any future proceeds and earnings related to Thacker Pass, which will not include any
proceeds from the sale of Common Shares offered to the selling shareholder;
anticipated plans regarding the payment or non-payment of dividends;
as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and
similar statements concerning anticipated future events, results, circumstances, performance or
expectations that are not historical facts.
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FLS involve known and unknown risks, assumptions and other factors that may cause actual results or
performance to differ materially. FLS reflect the Company’s current views about future events, and while
considered reasonable by the Company as of the date of this prospectus, are inherently subject to significant
uncertainties and contingencies. Accordingly, there can be no certainty that they will accurately reflect actual
results. Assumptions and other factors upon which such FLS are based include, without limitation:
expectations regarding Phase 2 of Thacker Pass, including financing, and the absence of material
adverse events affecting the Company during this time;
the ability of the Company to perform conditions and meet expectations regarding the Company’s
financial resources and future prospects;
the ability to meet future objectives, priorities and anticipated milestones;
a cordial business relationship between the Company and third-party strategic and contractual partners;
the risk of general business and economic uncertainties and adverse market conditions;
confidence that development, construction and operations at Thacker Pass will proceed as anticipated,
including the impact of potential supply chain disturbances including but not limited to product
availability, customs delays and shipping disruptions, especially with respect to steel, and the
availability of equipment, labor and facilities necessary to complete development and construction of
Thacker Pass and produce battery grade lithium;
unforeseen technological, equipment and engineering problems;
changes in general economic and geopolitical conditions, including as a result of regulatory changes by
the current U.S. presidential administration, higher interest rates, the rate of inflation, a potential
economic recession, ongoing conflict in the Middle East and potential changes in United States trade
policy, including the imposition of tariffs and the resulting consequences on, among other things, the
extractive resource industry, the green energy transition and industries and technologies dependent on
lithium batteries, including the electric vehicle and battery energy storage system markets;
uncertainties inherent to the feasibility studies and mineral resource and mineral reserve estimates;
the mine processing facilities, based on the results of the testing facility and third-party tests,
performing as expected;
the ability of the Company to secure sufficient additional financing, advance and develop the Project,
and to produce battery grade lithium;
the respective benefits and impacts of Thacker Pass when production operations commence;
settlement of agreements related to the operation and sale of mineral production as well as contracts in
respect of operations and inputs required in the course of production;
the Company’s ability to operate in a safe and effective manner, and without material adverse impact
from the effects of climate change or severe weather conditions;
reliability of technical data;
uncertainties relating to receiving and maintaining mining, exploration, environmental and other
permits or approvals in Nevada;
demand for lithium, including that such demand is supported by growth in the electric vehicle market,
lithium-ion battery market, and battery energy storage system market;
current technological trends;
the impact of increasing competition in the lithium business, and the Company’s competitive position
in the industry;
continuing support of local communities and the Fort McDermitt Paiute and the Shoshone Tribe in
relation to Thacker Pass, and continuing constructive engagement with these and other stakeholders,
including any expected benefits of such engagement;
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risks related to cost, funding and regulatory authorizations to develop a workforce housing facility;
the stable and supportive legislative, regulatory and community environment in the jurisdictions where
the Company operates;
impacts of inflation, deflation, currency exchange rates, interest rates and other general economic and
stock market conditions;
the impact of unknown financial contingencies, including litigation costs, environmental compliance
costs and costs associated with the impacts of climate change, on the Company’s operations;
increased attention to environmental, social, governance and safety and sustainability-related matters;
risks related to the Company’s public statements with respect to such matters that may be subject to
heightened scrutiny from public and governmental authorities related to the risk of potential
“greenwashing,” (i.e., misleading information or false claims overstating potential sustainability-
related benefits);
risks that the Company may face regarding potentially conflicting initiatives from certain U.S. state or
other governments;
estimates of and unpredictable changes to the market prices for lithium products;
development and construction costs for Thacker Pass, and costs for any additional exploration work at
the Project;
estimates of mineral resources and mineral reserves, including whether mineral resources not included
in mineral reserves will be further developed into mineral reserves;
some of the modifying factors used to convert mineral resources to mineral reserves may change
materially, and could materially impact the mineral reserve estimate;
reliability of technical data;
anticipated timing and results of exploration, development and construction activities, including the
impact of ongoing supply chain disruptions and availability of equipment and supplies on such timing;
timely responses from governmental agencies responsible for reviewing and considering the
Company’s permitting activities at Thacker Pass;
availability of technology, including low carbon energy sources and water rights, on acceptable terms
to advance Thacker Pass;
government regulation of mining operations and mergers and acquisitions activity, and treatment under
governmental, regulatory and taxation regimes;
ability to realize expected benefits from investments in or partnerships with third parties;
accuracy of development budgets and construction estimates;
that the Company will meet its future objectives and priorities;
the ability to satisfy production and lithium-recovery targets;
that the Company will have access to adequate capital to fund its future projects and plans;
that such future projects and plans will proceed as anticipated;
compliance by the JV Partners (as defined herein), the DOE, Orion, and Yorkville (as defined herein)
with terms of agreements;
the lack of any material disputes or disagreements between the JV Partners;
the Company’s ability to satisfy conditions to future delayed closings under the Yorkville Debentures;
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