SEC Comment Letter 0000000000-23-011651 to LITHIUM AMERICAS CORP. (LAC)
LITHIUM AMERICAS CORP.
Date: Oct. 24, 2023 · CIK: 0001966983 · Accession: 0000000000-23-011651
AI Filing Summary & Sentiment
File numbers found in text: 333-274883
Letter
United States securities and exchange commission logo October 24, 2023 Jonathan Evans Chief Executive Officer Lithium Americas Corporation 400-900 West Hastings Street Vancouver, British Columbia V6C 1E5 Re:Lithium Americas Corporation Registration Statement on Form S-3 Filed October 6, 2023 File No. 333-274883 Dear Jonathan Evans: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-3 General 1.Please provide us with your analysis as to how you satisfy the eligibility requirements of General Instruction I.A.2 of Form F-3. In this regard, we note that Lithium Americas Corp. has less than twelve calendar months of reporting history. Refer to Question 9 of Staff Legal Bulletin 4 (CF) available on our website. 2.Please revise your fee table and prospectus to disclose the aggregate number of shares that you intend to register for resale by the selling securityholders and describe the initial transaction(s) in which the securities were sold to them. Refer to General Instruction II.G. to Form F-3, Securities Act Rule 430B(b)(2) and Securities Act Rules and Disclosure Interpretations Questions 228.03 and 228.04. Also file a revised legal opinion that covers the securities to be offered for resale by the selling securityholders.
FirstName LastNameJonathan Evans Comapany NameLithium Americas Corporation October 24, 2023 Page 2 FirstName LastName Jonathan Evans Lithium Americas Corporation October 24, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Purcell at 202-551-5351 or Irene Barberena-Meissner at 202-551- 6548 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: James Guttman
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United States securities and exchange commission logo
October 24, 2023
Jonathan Evans
Chief Executive Officer
Lithium Americas Corporation
400-900 West Hastings Street
Vancouver, British Columbia V6C 1E5
Re:Lithium Americas Corporation
Registration Statement on Form S-3
Filed October 6, 2023
File No. 333-274883
Dear Jonathan Evans:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.Please provide us with your analysis as to how you satisfy the eligibility requirements of
General Instruction I.A.2 of Form F-3. In this regard, we note that Lithium Americas
Corp. has less than twelve calendar months of reporting history. Refer to Question 9 of
Staff Legal Bulletin 4 (CF) available on our website.
2.Please revise your fee table and prospectus to disclose the aggregate number of shares that
you intend to register for resale by the selling securityholders and describe the initial
transaction(s) in which the securities were sold to them. Refer to General Instruction II.G.
to Form F-3, Securities Act Rule 430B(b)(2) and Securities Act Rules and Disclosure
Interpretations Questions 228.03 and 228.04. Also file a revised legal opinion that covers
the securities to be offered for resale by the selling securityholders.
FirstName LastNameJonathan Evans
Comapany NameLithium Americas Corporation
October 24, 2023 Page 2
FirstName LastName
Jonathan Evans
Lithium Americas Corporation
October 24, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Michael Purcell at 202-551-5351 or Irene Barberena-Meissner at 202-551-
6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: James Guttman