SecProbe.io

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 May 21, 2025

Jonathan Evans
Chief Executive Officer
Lithium Americas Corp.
3260 666 Burrard Street
Vancouver, BC V6C 2X8

 Re: Lithium Americas Corp.
 Registration Statement on Form S-3
 File No. 333-287327
 Filed May 15, 2025
Dear Jonathan Evans:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Karina Dorin at 202-551-3763 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Jackson A. O'Maley
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 LITHIUM AMERICAS CORP.
 3260 – 666 Burrard Street
 Vancouver, BC V6C 2X8 (778) 656-5820 May 21, 2025
 Via EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Re:

 Lithium Americas Corp.

 Registration Statement on Form S-3 (File No. 333-287327)
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Lithium Americas Corp. (the
“ Company ”) hereby requests acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-287327) (the
“ Registration Statement ”). We respectfully request that the Registration Statement become effective as of 4:30 p.m., Eastern Time, on May 23, 2025, or as soon as practicable thereafter.
 Very truly yours

 Lithium Americas Corp.

 By:

 /s/ Edward Grandy

 Edward Grandy

 Senior Vice President, General Counsel and Corporate Secretary

CORRESP
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    Lithium Americas Corp.: CORRESP - Filed by newsfilecorp.com

    November 17, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - Lithium Americas Corp.

    Registration Statement on Form F-3

    (File No. 333-274883)

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lithium Americas Corp. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form F-3 (File No. 333-274883), and permit said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on November 21, 2023, or as soon thereafter as practicable.

    The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

            Sincerely,

            Lithium Americas Corp.

            /s/ Edward Grandy

            Edward Grandy

            SVP, General Counsel and Corporate Secretary

CORRESP
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    Lithium Americas Corp.: CORRESP - Filed by newsfilecorp.com

    November 7, 2023

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Michael Purcell and Irene Barberena-Meissner

    Re: Responses to the Securities and Exchange Commission

    Staff Comment dated October 24, 2023, regarding

    Lithium Americas Corporation

    Registration Statement on Form F-3

    Filed October 6, 2023

    File No. 333-274883

    Dear Sirs and Madams:

    This letter responds to the written comment from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the October 24, 2023 letter regarding the above-referenced Registration Statement on Form F-3 (the "Form 20-F") of Lithium Americas Corporation (the "Company", "we," "our," or "us") filed on October 6, 2023 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form F-3 (the "Amended Form F-3"), responding to the Staff's comments.

    For your convenience, the Staff's comment is included below. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form F-3.

    Our response is as follows:

    Registration Statement on Form F-3

    General

    Staff Comment No. 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.

    Company's Response:

    I. Background

    On October 3, 2023, the Company (formerly 1397468 B.C. Ltd.) and Lithium Americas (Argentina) Corp. (formerly Lithium Americas Corp.) ("Lithium Argentina") completed the reorganization of Lithium Argentina into two independent publicly traded companies, implemented by way of statutory of plan of arrangement under the laws of British Columbia (the "Spin-Off"). Lithium Argentina prior to the completion of the Spin-Off is referred to herein as "Old LAC." Old LAC had a class of common shares registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and has been reporting under the Exchange Act since January 2018 and has filed its annual reports on Form 40-F.1

    Prior to the Spin-Off, Old LAC was a foreign private issuer engaged in the exploration and development of mineral properties in Argentina and in the United States. The purpose of the Spin-Off was to "spin off" part of Old LAC's business by separating Old LAC into (i) Lithium Argentina, an Argentina focused lithium company owning Old LAC's interest in its Argentine lithium assets, including the Caucharí-Olaroz lithium brine project in Jujuy, Argentina (the "Caucharí-Olaroz Project"), and the Pastos Grandes lithium brine mineral project located in the Province of Salta in Northwest Argentina, and (ii) the Company, a North America focused lithium company owning the lithium project property located in Humboldt County, Nevada (the "Thacker Pass Project") and Old LAC's North American investments.

    Old LAC distributed an information circular (the "Information Circular") in connection with the special meeting of the shareholders of Old LAC to consider and vote on the Spin-Off. On July 31, 2023, the shareholders of Old LAC voted in favor of the Spin-Off at the special meeting.

    On August 22, 2023, the Company filed a registration statement on Form 20-F, as amended (the "Form 20-F") with the SEC, which was declared effective on September 28, 2023, to register its common shares under Section 12(b) of the Exchange Act.

    On October 3, 2023, shareholders of Lithium Argentina received in exchange for each common share of Lithium Argentina: one common share of Lithium Argentina (a "Lithium Argentina Share") and one common share of the Company (a "LAC Share"). On October 4, 2023, the LAC Shares began trading on the Toronto Stock Exchange and New York Stock Exchange.

    On October 6, 2023, the Company filed a registration statement on Form F-3 (the "Form F-3") to register up to $750 million of LAC Shares, preferred shares, debt securities, subscription receipts, warrants and units.

    II. Form F-3 Eligibility

    In order to be eligible to file a registration statement on Form F-3, the Company is required to:

    1. have (i) a class of securities registered pursuant to section 12(b) of the Exchange Act or have a class of equity securities registered pursuant to section 12(g) of the Exchange Act or is required to file reports pursuant to section 15(d) of the Exchange Act and (ii) filed at least one annual report on Form 20-F, on Form 10-K or, in the case of registrants described in General Instruction A(2) of Form 40-F, on Form 40-F under the Exchange Act;

            1 Old LAC's securities filings are available here: https://www.sec.gov/edgar/browse/?CIK=1440972&owner=exclude

    2. have:

    (i) been subject to the requirements of section 12 or 15(d) of the Exchange Act and have filed all the material required to be filed pursuant to sections 13, 14 or 15(d) of the Exchange Act for a period of at least twelve calendar months immediately preceding the filing of the registration statement on this form; and

    (ii) filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement and, if the registrant has used (during those twelve calendar months and that portion of a month) § 240.12b-25(b) of the Exchange Act with respect to a report or a portion of a report, that report or portion thereof has actually been filed within the time period prescribed by § 240.12b-25(b) of Exchange Act;

    3. have not (i) failed to pay any dividend or sinking fund installment on preferred stock; or (ii) defaulted (A) on any installment or installments on indebtedness for borrowed money, or (B) on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole;

    4. If the registrant is a successor registrant, it shall be deemed to have met conditions 1, 2, 3 and 4 above if: (i) its predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing the state or other jurisdiction of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or (ii) all predecessors met the conditions at the time of succession and the registrant has continued to do so since the succession; and

    5. have: (i) filed with the Commission all required electronic filings, including electronic copies of documents submitted in paper pursuant to a hardship exemption as provided by Rule 201 or Rule 202(d) of Regulation S-T; and (ii) submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to § 232.405 of this chapter during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files).

    The Company has registered the LAC Shares under section 12(b) of the Exchange Act. Neither the Company nor Lithium Argentina have failed to pay any dividend or sinking fund installment on preferred stock or defaulted on a lease as set forth in paragraph 3 above. Pursuant to Staff Legal Bulletin 4 ("SLB 4")2 and as further explained below, the Company believes that the requirements in paragraphs 1(ii), 2 and 5 above are satisfied based on using the reporting history of Old LAC. Therefore, the Company believes that it is eligible to use Form F-3.

    III. Reporting History

    SLB 4 includes relevant guidance relating to the Company's eligibility for Form F-3. Question 9 of SLB4 specifies that a spun out company can rely on a parent's reporting history for purposes of Form S-3 eligibility (including having timely filed reports for at least 12 months) if certain conditions set forth in Question 8 and Question 4 of SLB4 are met. As the relevant eligibility requirements of S-3 and F-3 are substantively the same, this guidance would also be applicable to Form F-3 eligibility.

            2 Staff Legal Bulletin 4 is available here: https://www.sec.gov/interps/legal/slbcf4.txt

        3

    Question 8 of SLB 4 requires that the parent company is current in its Exchange Act reporting obligations and that the subsidiary will have substantially the same assets, business and operations as a segment or subsidiary about which parents have reported extensive segment data and other financial and narrative disclosure in its Exchange Act periodic reports for at least 12 months before the date of the spin off. Old LAC was current in its Exchange Act reporting obligations and included substantial disclosure of the Company's business, the Thacker Pass Project, in its public filings, as discussed below.

    Question 4 of SLB 4 requires that a spin-off satisfy certain conditions, including having a valid business purpose. The Spin-Off met these conditions, including having a valid business purpose, as discussed below.

    a. Question 8 of SLB 4 - Parent Exchange Act Reporting

    The Company believes that it meets the requirements of Question 8 of SLB 4.

    First, prior to the Spin-Off, Old LAC was current in its Exchange Act reporting obligations.

    Second, the Company has substantially the same assets, business and operations as a segment about which Old LAC reported extensive segment data. The Company's business is focused on advancing the Thacker Pass Project. As described below, Old LAC had reported extensive segment data for the Thacker Pass Project in its annual reports, financial statements, management's discussion and analysis ("MD&A") for more than 12 months prior to the Spin-Off.

    In addition, Old LAC included extensive disclosure about the Thacker Pass Project in the Information Circular. The Information Circular included audited carve-out financial statements for Old LAC's North American business, which was transferred to the Company in connection with the Spin-Off, for the years ended December 31, 2022, 2021 and 2020, and unaudited carve-out interim financial statements for Old LAC's North American business for the period ended March 31, 2023, as well as the corresponding MD&As for such periods.

    Footnote 20 to SLB 4 specifies that "the segment data reported must include at least:  revenues; operating profit or loss; identifiable assets; expenses from depreciation, depletion and amortization; capital expenditures; and any other information required by Statement of Financial Accounting Standards ("FAS") No. 14 (Financial Reporting for Segments of a Business Enterprise) or, for fiscal years beginning after December 15, 1997, FAS No. 131 (Disclosures about Segments of an Enterprise and Related Information).  Further, the parent's Exchange Act reports must have discussed the spun-off segment as a separate segment in the Description of Business and MD&A sections."

    In the audited financial statements of Old LAC for the year ended December 31, 2022 (the "2022 Financial Statements")3, Old LAC previously disclosed that the Thacker Pass Project had:

            3 The 2022 Financial Statements were filed as Exhibit 99.2 to Old LAC's Annual Report on Form 40-F for the year ended December 31, 2022, filed on April 3, 2023 (the "Old LAC 2022 Form 40-F"), and are available here: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001440972/000119312523088471/d440457dex992.htm

        4

        Total exploration and evaluation assets of $9.5 million as of December 31, 2022 and $5.6 million as of December 31, 20214;

        Net loss of $47.2 million for the year ended December 31, 2022 and $38.8 million for the year ended December 31, 20215;

        Total assets of $16.2 million as of December 31, 2022 and $10.7 million as of December 31, 20216;

        Total liabilities of $16.0 million as of December 31, 2022 and $10.6 million as of December 31, 20217;

        Exploration expenditures of $44.4 million for the year ended December 31, 2022 and $36.0 million for the year ended December 31, 20218; and

        Depreciation of $1.2 million for the year ended December 31, 2022 and $0.7 million for the year ended December 31, 20219.

    Old LAC's Annual Information Form for the year ended December 31, 2022 (the "Old LAC 2022 AIF") had extensive disclosure of the Thacker Pass Project and also disclosed that the total development capital cost estimate is $2.27 billion for Phase 1 of the Thacker Pass Project and $1.73 billion for Phase 2 of the Thacker Pass Project.10 The corresponding MD&A also includes stand-alone disclosure on the Thacker Pass Project. The Old LAC 2022 AIF and corresponding MD&A were filed with Old LAC's annual report on Form 40-F.

    In addition to the financial information as of December 31, 2021 noted above, the audited financial statements of Old LAC for the year ended December 31, 2021 (the "2021 Financial Statements")11 disclosed that the Thacker Pass Project had:

        Total exploration and evaluation assets of $4.3 million as of December 31, 202012;

        Net loss of $18.1 million for the year ended December 31, 202013;

        Total assets of $6.4 million as of December 31, 202014;

        Total liabilities of $7.0 million as of December 31, 202015;

            4 See Note 9 of the 2022 Financial Statements.

            5 See Note 19 of the 2022 Financial Statements.

            6 See Note 19 of the 2022 Financial Statements.

            7 See Note 19 of the 2022 Financial Statements.

            8 See Note 19 of the 2022 Financial Statements.

            9 See Note 19 of the 2022 Financial Statements.

            10 See page 64 of Old LAC's Annual Information Form dated March 30, 2023 for the fiscal year ended December 31, 2022, filed as Exhibit 99.1 to Old LAC's Annual Report on Form 40-F filed on April 3, 2023 (the "Old LAC 2022 Form 40-F").

            11 The 2021 Financial Statements were filed as Exhibit 99.2 to Old LAC's Annual Report on Form 40-F for the year ended December 31, 2021, filed on March 18, 2022 (the "Old LAC 2021 Form 40-F"), and are available here: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001440972/000119312522079625/d281349dex992.htm

            12 See Note 17 of the 2021 Financial Statements.

            13 See Note 17 of the 2021 Financial Statements.

            14 See Note 17 of the 2021 Financial Statements.

            15 See Note 17 of the 2021 Financial Statements.

        5

        Exploration expenditures of $16.8 million for the year ended December 31, 202016; and

        Depreciation of $0.5 million for the year ended December 31, 202017.

    The corresponding MD&A and Annual Information Form included in the Annual Report on Form 40-F for the year ended December 31, 2021, also includes extensive stand alone disclosure on the Thacker Pass Project.

    b. Question 4 of SLB 4 - Spin-Off Requirements

    Question 4 of SLB 4 sets forth the following requirements for a spin-off: (a) the parent shareholders do not provide consideration for the spun-off shares; (b) the spin-off is pro-rata to the parent shareholders; (c) the parent provides adequate information about the spin-off and the subsidiary to its shareholders and to the trading markets; (d) the parent has a valid business purpose for the spin-off; and

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

CORRESP
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    1397468 B.C. Ltd.: CORRESP - Filed by newsfilecorp.com

    September 27, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Request for Acceleration - 1397468 B.C. Ltd.

    Registration Statement on Form 20-F

    (File No. 001-41788)

    Ladies and Gentlemen:

    1397468 B.C. Ltd. (the "Company"), respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form 20-F (File No. 001-41788), and permit said Registration Statement to become effective at 4:00 p.m. (Eastern Time) on September 28, 2023, or as soon thereafter as practicable.

    The Company hereby authorizes James Guttman, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this request for acceleration.

    Please contact James Guttman of Dorsey & Whitney LLP at (416) 367-7376 with any questions with respect to this request.

    Sincerely,

    1397468 B.C. Ltd.

    /s/ Alexi Zawadzki

    Alexi Zawadzki

    Vice President

CORRESP
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    1397468 B.C. Ltd.: CORRESP - Filed by newsfilecorp.com

    September 14, 2023

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Yong Kim, Karl Hiller, Claudia Rios, and Daniel Morris

    Re: Responses to the Securities and Exchange Commission

    Staff Comment dated September 12, 2023, regarding

    1397468 B.C. Ltd.

    Registration Statement on Form 20-F

    Filed August 22, 2023

    File No. 001-41788

    Dear Sirs and Madams:

    This letter responds to the written comment from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the September 12, 2023 letter regarding the above-referenced Registration Statement on Form 20-F (the "Form 20-F") of 1397468 B.C. Ltd. (the "Company", "we," "our," or "us") filed on August 22, 2023 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form 20-F, responding to the Staff's comment.

    For your convenience, the Staff's comment is included below. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 20-F.

    Our response is as follows:

    Registration Statement on Form 20-F filed August 22, 2023

    Exhibits

    Staff Comment No. 1.

    We note your response to prior comment 2. Please file the agreements relating to the Gross Revenue Royalty and Water Rights Option with your next amendment.

    Company's Response:

    In response to the Staff's comment, we have filed the agreements relating to the Gross Revenue Royalty and Water Right Option as exhibits to the Form 20-F.

    * * * * *

    Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at 604-785-4453 or alexi.zawadzki@lithiumamericas.com, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376 or guttman.james@dorsey.com.

                    Sincerely,

                    1397468 B.C. Ltd.

                    /s/   Alexi Zawadzki

                    Alexi Zawadzki

    cc:    James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
September 12, 2023
Jonathan Evans
Chief Executive Officer
1397468 B.C. Ltd.
300 - 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5
Re:1397468 B.C. Ltd.
Registration Statement on Form 20-F
Filed August 22, 2023
File No. 001-41788
Dear Jonathan Evans:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Our references to prior comments refer to comments in our August 10, 2023 letter.
Registration Statement on Form 20-F filed August 22, 2023
Exhibits
1.We note your response to prior comment 2.  Please file the agreements relating to
the Gross Revenue Royalty and Water Rights Option with your next amendment.
            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.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 September 12, 2023 Page 2
 FirstName LastName
Jonathan Evans
1397468 B.C. Ltd.
September 12, 2023
Page 2
             You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please contact Claudia Rios, Staff Attorney, at (202)
551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman, Esq.

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    1397468 B.C. Ltd.: CORRESP - Filed by newsfilecorp.com

    August 21, 2023

    VIA EDGAR

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Yong Kim, Karl Hiller, John Coleman, Claudia Rios, and Mitchell Austin

    Re: Responses to the Securities and Exchange Commission

    Staff Comments dated August 10, 2023, regarding

    1397468 B.C. Ltd.

    Amendment No. 1 to Draft Registration Statement on Form 20-F Submitted July 14, 2023

    CIK No. 0001966983

    Dear Sirs and Madams:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the August 10, 2023 letter regarding the above-referenced Amendment No. 1 to the Draft Registration Statement on Form 20-F (the "Form 20-F") of 1397468 B.C. Ltd. (the "Company", "we," "our," or "us") submitted on July 14, 2023 with the SEC. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form 20-F, responding to the Staff's comments and including certain other revisions and updates to the Form 20-F.

    For your convenience, the Staff's comment is included below and we have numbered our response accordingly. Please note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 20-F.

    Our response is as follows:

    Amendment No. 1 to Draft Registration Statement on Form 20-F

    Exhibits, page 103

    Staff Comment No. 1.

    We note your response to prior comment 2 indicating that you have filed eight consents as Exhibits 15.2 to 15.9, of the third party qualified persons.

    However, while Exhibit 15.9 is identified in your list of exhibits and in the consent header as the consent of Industrial Turnaround Corporation, the language of consent states that it is being signed on behalf of M3 Engineering & Technology Corporation.

    Please obtain and file a consent that is signed on behalf of Industrial Turnaround Corporation.

    Company's Response:

    In response to the Staff's comment, we corrected the typographical error in the language of Exhibit 15.9 to properly refer to Industrial Turnaround Corporation.

    Staff Comment No. 2.

    We note your response to prior comment 11. Please provide your analysis of why you believe the agreements relating to the royalty provisions are not material contracts.

    Company's Response:

    The Company has certain commitments for royalty and other payments to be made on the Thacker Pass Project as set out below:

        20% royalty on revenue solely in respect of uranium (the "Uranium Royalty"); and

        8% gross revenue royalty on all claims up to a cumulative payment of $22 million, which will be reduced to 4% for the life of the project after cumulative royalty payments of $22 million; the royalty may also be reduced to 1.75% upon payment of $22 million (the "Gross Revenue Royalty").

    The Company believes that the Uranium Royalty is not a material contract because LAC does not currently mine uranium, and the Company has no plans to mine uranium. Accordingly, the Company does not expect to make any payments pursuant to the Uranium Royalty.

    The Company believes that the Gross Revenue Royalty is not a material contract because the Company can elect to reduce the Gross Revenue Royalty from 8% to 1.75% upon notice and payment of $22 million to the Royalty Holders. As disclosed in the Form 20-F, the Company intends on making this payment to reduce the amount of the royalty. As of March 31, 2023, the Company had $426.1 million of assets, including $383.5 million of cash and cash equivalents, as shown in the Company's pro forma condensed consolidated statement of financial position as at March 31, 2023. Accordingly, the Company does not view the Gross Revenue Royalty as material because the Company can elect to reduce the royalty to 1.75% of gross revenue for a $22 million payment, an amount which is not material given the Company's assets.

    The Company previously held an option to acquire certain water rights (the “Water Rights Option”). The Company exercised the Water Rights Option and acquired the water rights by making payments of $0.1 million in 2022 and $2.9 million in 2023. The Company believes that the Water Rights Option was not material to the Company, given its $426.1 million of assets, as of March 31, 2023.

    Financial Statements

    Pro Forma Financial Statements, page F-43

    Staff Comment No. 3.

    We understand that although 1397468 B.C. Ltd. was formed on January 23, 2023, you have associated historical columnar details on pages F-42, F-43, and F-44 with this entity, covering balances as of March 31, 2023, and activity for the year ended December 31, 2022 and the quarter ended March 31, 2023, which appears to be somewhat inconsistent with its limited period of existence.

    We also note your disclosure on page F-47, advising investors that your pro forma

    information should be read in conjunction with "...the audited financial statements of New LAC as at March 31, 2023 and for the period from incorporation on January 23, 2023 to March 31, 2023," although these have not been included in your registration statement. It appears that you should include these financial statements in your registration statement.

    Please address Instruction 1 to Item 8 of Form 20-F, as it pertains to the registrant,

    also considering General Instruction B(d) to Form 20-F and the guidance pertaining to recently formed entities in Rule 3-01(a) of Regulation S-X. Please also revise the columnar labeling and any associated disclosures in the pro forma presentation as necessary to specify the periods for which historical financial information of 1397468 B.C. Ltd. (or New LAC) has been included.

    Company's Response:

    In response to the Staff's comment, the Company has adjusted the columnar headings in the pro forma financial statements to clarify the periods represented for 1397468 B.C. Ltd.

    The Company has also considered the instructions and guidance reference by the Staff. Accordingly, the Company has included the audited financial statements of 1397468 B.C. Ltd. for the period from incorporation to March 31, 2023 in the Form 20-F.

    Staff Comment No. 4.

    We note your disclosure on page F-48 explaining that you have not provided pro forma adjustments for "other things," which you indicate would encompass autonomous entity adjustments necessary to reflect changes in the cost structure associated with maintaining an independent corporation function as a separate public company and the impact of the Transitional Services Agreement with the parent entity that you will establish prior to completing the spin-off.

    Please address the requirements in Rule 11-02(a)(6)(ii) of Regulation S-X, and the

    associated guidance in Rule 11-01(a)(7), which requires that you include autonomous entity adjustments in presenting pro forma information when these are necessary to reflect the operations and financial position of the company as an autonomous entity.

    If you do not believe the adjustments would be material, expand your disclosures to clarify your expectations and the underlying basis for this assessment. Please also expand your disclosures to explain how costs to be incurred under the Transition Services Agreement compare to the historical allocated costs once the terms have been established.

    Company's Response:

    In response to the Staff's comment, the Company has adjusted the discussion of Autonomous Entity Adjustments and Management's Adjustments on page F-55 to read as follows:

        3

    Management has determined that no material Autonomous Entity Adjustments are required in these unaudited pro forma condensed consolidated financial statements to reflect the operations and financial position of New LAC as an autonomous entity, on the basis that the historical financial statements of LAC North America include an allocation representing such costs in the periods presented, as a result of the significant historical dedication of LAC's management, governance and other corporate resources with respect to the Thacker Pass project.  Under the Arrangement Agreement, the parties have agreed to enter into the Transitional Services Agreement upon completion of the Arrangement, pursuant to which it is expected that, on an interim basis, each of New LAC and Lithium Argentina will provide to each other certain assistance and services from time to time in order to facilitate the orderly transfer of each entity into fully independent public companies. It is expected that, pursuant to the Transitional Services Agreement, detailed schedules will be prepared including the terms for each scope of services provided between the entities, and the related costs reimbursable by Lithium Argentina to the Company, and the Company to Lithium Argentina. Unless terminated earlier or extended by mutual agreement of the parties thereto, it is expected that the schedules to the Transitional Services Agreement will expire in three to twelve months following the Arrangement Effective Date. The terms of the schedules and the Transitional Services Agreement have not yet been finalized.

    Management has not elected to present any Management's Adjustments as defined in Regulation S-X, Article 11, 11-02(7), reflecting synergies or dis-synergies of the Separation.

    Staff Comment No. 5.

    Given that you expect to account for the reorganization on a historical cost basis and have not presented share and per share details in the carve-out financial statements, please expand Note 4 and Note 5 on pages F-50 and F-51 to include pro forma basic and diluted share and per share details for each period covered by the financial statements on page F-3.

    Company's Response:

    In response to the Staff's comment, the Company has expanded Notes 4 and 5 to the pro forma financial statements.

    * * * * *

        4

    Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at 604-785-4453 or alexi.zawadzki@lithiumamericas.com, or James Guttman of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7376 or guttman.james@dorsey.com.

            Sincerely,
1397468 B.C. Ltd.

            /s/   Alexi Zawadzki

            Alexi Zawadzki

    cc:    James Guttman, Dorsey & Whitney LLP

        5

United States securities and exchange commission logo
August 10, 2023
Jonathan Evans
Chief Executive Officer
1397468 B.C. Ltd.
300 - 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5
Re:1397468 B.C. Ltd.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted July 14, 2023
CIK No. 0001966983
Dear Jonathan Evans:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Our references to prior comments refer to comments in our April 4, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Exhibits, page 103
1.We note your response to prior comment 2 indicating that you have filed eight consents
as Exhibits 15.2 to 15.9, of the third party qualified persons.

However, while Exhibit 15.9 is identified in your list of exhibits and in the consent header
as the consent of Industrial Turnaround Corporation, the language of consent states that
it is being signed on behalf of M3 Engineering & Technology Corporation.

Please obtain and file a consent that is signed on behalf of Industrial Turnaround
Corporation.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 August 10, 2023 Page 2
 FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
August 10, 2023
Page 2
2.We note your response to prior comment 11.  Please provide your analysis of why you
believe the agreements relating to the royalty provisions are not material contracts.
Financial Statements
Pro Forma Financial Statements, page F-43
3.We understand that although 1397468 B.C. Ltd. was formed on January 23, 2023, you
have associated historical columnar details on pages F-42, F-43, and F-44 with this
entity, covering balances as of March 31, 2023, and activity for the year ended December
31, 2022 and the quarter ended March 31, 2023, which appears to be somewhat
inconsistent with its limited period of existence.

We also note your disclosure on page F-47, advising investors that your pro forma
information should be read in conjunction with "...the audited financial statements of New
LAC as at March 31, 2023 and for the period from incorporation on January 23, 2023 to
March 31, 2023," although these have not been included in your registration statement.  It
appears that you should include these financial statements in your registration statement.

Please address Instruction 1 to Item 8 of Form 20-F, as it pertains to the registrant,
also considering General Instruction B(d) to Form 20-F and the guidance pertaining to
recently formed entities in Rule 3-01(a) of Regulation S-X.  Please also revise the
columnar labeling and any associated disclosures in the pro forma presentation as
necessary to specify the periods for which historical financial information of 1397468
B.C. Ltd. (or New LAC) has been included.
4.We note your disclosure on page F-48 explaining that you have not provided pro forma
adjustments for "other things," which you indicate would encompass autonomous entity
adjustments necessary to reflect changes in the cost structure associated with maintaining
an independent corporation function as a separate public company and the impact of the
Transitional Services Agreement with the parent entity that you will establish prior to
completing the spin-off.

Please address the requirements in Rule 11-02(a)(6)(ii) of Regulation S-X, and the
associated guidance in Rule 11-01(a)(7), which requires that you include autonomous
entity adjustments in presenting pro forma information when these are necessary to reflect
the operations and financial position of the company as an autonomous entity.

If you do not believe the adjustments would be material, expand your disclosures to
clarify your expectations and the underlying basis for this assessment.  Please also expand
your disclosures to explain how costs to be incurred under the Transition Services
Agreement compare to the historical allocated costs once the terms have been established.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 August 10, 2023 Page 3
 FirstName LastName
Jonathan Evans
1397468 B.C. Ltd.
August 10, 2023
Page 3
5.Given that you expect to account for the reorganization on a historical cost basis and have
not presented share and per share details in the carve-out financial statements, please
expand Note 4 and Note 5 on pages F-50 and F-51 to include pro forma basic and diluted
share and per share details for each period covered by the financial statements on page F-
3.
            You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding comments on engineering
matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact
Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Staff Attorney, at (202) 551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman, Esq.

United States securities and exchange commission logo
April 4, 2023
Jonathan Evans
Chief Executive Officer
1397468 B.C. Ltd.
300 - 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5
Re:1397468 B.C. Ltd.
Draft Registration Statement on Form 20-F
Submitted March 8, 2023
CIK No. 0001966983
Dear Jonathan Evans:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20-F submitted March 8, 2023
Explanatory Note, page 3
1.We note your statement that Fractional Common Shares will not be distributed pursuant to
the Arrangement and that the number of any such shares to be issued to LAC Shareholders
will be rounded down to the nearest whole share in the event that any LAC Shareholder is
entitled to a fractional share representing less than a whole share.  Please revise to clarify
whether LAC Shareholders entitled to fractional shares will receive cash in lieu fractional
shares.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 April 4, 2023 Page 2
 FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
April 4, 2023
Page 2
2.We note your reference to Item 9.B for more information on the Company's incentive
securities.  Item 9.B addresses the Plan of Distribution, and is currently marked as not
applicable, while it appears that Item 6.B discusses compensation and incentive securities
in more detail.  Please revise accordingly.
Risk Factors
Risks Relating to the Company and the Spin-Out Business
The Company may be subject to geopolitical risks, page 7
3.You disclose here that Ganfeng Lithium Co., Ltd. is a significant shareholder and is based
in China.  As soon as practicable, please revise to disclose Ganfeng's expected beneficial
ownership following the spin-off and clarify any board nomination or appointment rights
of Ganfeng.  Additionally, please ensure you summarize any material agreements with
Ganfeng and consider whether any such agreements are required to be filed as exhibits.
The company may lose its foreign private issuer status, page 19
4.We note that you indicate that you are a "foreign private issuer" and note that you may
have more onerous regulatory and reporting requirements in the United States if you lose
this status.  Please revise to describe how and when you may lose your status as a "foreign
private issuer."  For example, discuss whether your interest in the Thacker Pass Project
(i.e., a project with assets based in the U.S.) may make it more likely for you to lose
"foreign private issuer" status.
5.You also state here that losing FPI status would make it so you are no longer be able to
utilize the multijurisdictional disclosure system forms for registered offerings by Canadian
companies in the United States.  As you are not currently utilizing a multijurisdictional
disclosure system form for this registration statement, please revise to clarify whether you
intend to utilize multijurisdictional disclosure system forms for registered offerings by
Canadian companies in the United States in the future.
Information on the Company
Commercial Agreements, page 27
6.In addition to the agreements you describe as material contracts in Item 10.C of your
registration statement, we note that you have also entered into agreements with Sawtooth
Mining LLC, EXP, ITAC, M3, EDG and Aquatech.  For each of these agreements, please
tell us what consideration you have given to filing these agreements as exhibits.  Consider
Instruction 4(b) of Instructions as to Exhibits of Form 20-F.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 April 4, 2023 Page 3
 FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
April 4, 2023
Page 3
D. Property, Plants and Equipment
Detailed Property Description, page 28
7.We note your disclosure identifying eight qualified person firms that prepared the
Technical Report Summary at Exhibit 15.1, also indicating that all of these firms
are independent companies and not associates or affiliates of Lithium Americas Corp
("LAC") or any associated company of LAC.  However, the consents that you have filed
at Exhibits 15.2 through 15.11 are from individuals rather than firms.  Please expand your
disclosure to identify the employer of each individual and to provide the representations
prescribed by Item 1302(b)(5) of Regulation S-K with respect to each individual in
addition to your present disclosure concerning the firms.
Major Shareholders and Related Party Transactions
Related Party Transactions, page 71
8.We note that you incorporate by reference a discussion of the Arrangement Agreement
with LAC.  Please revise to separately summarize the material terms of the Arrangement
Agreement in this section.  Additionally, please revise to summarize the material terms of
your transitional services agreement and tax cooperation and indemnification agreement
with Remainco.
Item 19. Exhibits, page 90
9.We note that you have filed as Exhibits 15.2 through 15.11 consents from ten individuals
as qualified persons associated with the Preliminary Feasibility Study S-K 1300 Technical
Report Summary for the Thacker Pass Project that you have filed as Exhibit 15.1.

However, the title page, Table 2-1, and Table 2-2 of the Technical Report Summary
include the names of eight third party consulting firms as the responsible parties for
various sections of the Technical Report Summary, although Daniel Roth is also
specifically identified as a qualified person on page 242.

Please consult with the qualified persons involved and arrange to obtain and file a
Technical Report Summary that includes signatures of the appropriate qualified person
firms and individuals, to comply with Item 1302(b)(1) of Regulation S-K, and address the
requirements in Item 1302(b)(4)(iii) of Regulation S-K, regarding consents of such third-
party qualified person firms, if such firms have signed the Technical Report Summary.

The consents of individual qualified persons should be updated to include the names of
the third party firm employers.

 FirstName LastNameJonathan Evans
 Comapany Name1397468 B.C. Ltd.
 April 4, 2023 Page 4
 FirstName LastName
Jonathan Evans
1397468 B.C. Ltd.
April 4, 2023
Page 4
Financial Statements, page F-3
10.Please update your filing to include audited financial statements for the fiscal year ended
December 31, 2022 to comply with Item 8.A.4 of Form 20-F.
Exhibits
11.We note that LAC North America has certain commitments for royalty and other
payments to be made on the Thacker Pass project as set out on page F-17.  Please ensure
you discuss these royalty provisions in response to Item 5 of Form 20-F and file
agreements relating to these royalty provisions as exhibits or advise.

General
12.You indicate on the cover page that you qualify as an “emerging growth company.”
Please revise your registration statement to describe how and when you may lose
emerging growth company status and provide a brief description of the exemptions
available to you as an emerging growth company.
13.Please provide an analysis of whether the distribution of Common Shares of the Company
to the shareholders of LAC constitutes a sale under Section 2(a)(3) of the Securities Act.
In this regard, explain whether the transactions in connection with the distribution would
fundamentally alter the nature of LAC shareholders’ investment such that the shareholders
are providing value for the Company’s shares.  For example, discuss the shareholders’
economic and voting interests in LAC prior to the transactions compared to their
economic and voting interests in Remainco and the Company after the transactions.  In
order to assist us in our assessment, please file the arrangement agreement, or a form of
this agreement, as soon as practicable.
            You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding comments on engineering
matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610.  Please contact
Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Acting Legal Branch Chief,
at (202) 551-3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       James Guttman