| Item 1. | |
| (a) | Name of issuer:
Largo Inc. |
| (b) | Address of issuer's principal executive offices:
FIRST CANADIAN PLACE, 100 KING ST., WEST, SUITE 1600, Toronto, Ontario, ONTARIO, CANADA, M5X 1G5. |
| Item 2. | |
| (a) | Name of person filing:
See cover pages Item 1. This statement is filed jointly on behalf of West Family Investments, Inc., a Delaware corporation (the "Adviser"), Gary West and Mary West (collectively, the "Reporting Persons") with respect to shares of common stock of the Issuer beneficially owned by them pursuant to Rule 13d-3 (the "Shares"). |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
4960 Avenida Encinas
Carlsbad, California 92008
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| (c) | Citizenship:
The Adviser is a corporation organized under the laws of the State of Delaware. The citizenship of each of Gary West and Mary West is the United States of America. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
0517097101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The amount beneficially owned is 2,200,845.
The Adviser is an investment adviser exempt from registration pursuant to 17 C.F.R. 275.202(a)(11)
(G)-1. The Adviser does not own any of the Shares directly, but maintains complete investment and
voting power and authority with respect to all of the Shares under management arrangements
entered into by and between the Adviser and the direct owners of the Shares (as further detailed in
Item 6 herein), none of whom own more than 5% of the class of the Issuer's securities to which this
filing pertains. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, the Adviser may be deemed to beneficially own all of the Shares (constituting approximately
2.6% of the Issuer's shares of common stock outstanding).
Gary West acts as a principal of the Adviser. Gary West does not own, vote or direct the vote of any
of the Shares directly but, as a principal of the Adviser, may be deemed to have the power to vote the
Shares or direct the disposition of the Shares. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, Gary West may be deemed to beneficially own all of
the Shares (constituting approximately 2.6% of the Issuer's shares of common stock outstanding).
Mary West acts as a principal of the Adviser. Mary West does not own, vote or direct the vote of any
of the Shares directly but, as a principal of the Adviser, may be deemed to have the power to vote the
Shares or direct the disposition of the Shares. By reason of the provisions of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, Mary West may be deemed to beneficially own all of
the Shares (constituting approximately 2.6% of the Issuer's shares of common stock outstanding).
The Shares represent 2,200,845 shares of common stock of the Issuer beneficially owned by
the Reporting Persons as of the end of the calendar quarter on December 31, 2025, as required by
Rule 13d-2.
The Reporting Persons disclaim beneficial ownership of any of the Shares held by the direct owners
thereof, and this statement shall not be deemed to be an admission that the Reporting Persons are
the beneficial owners of the Shares for purposes of Section 13(d) or for any other purpose. Neither
the fact of this filing nor anything contained herein shall be deemed to be an admission by the
Reporting Persons that they have formed a group. |
| (b) | Percent of class:
Reporting Persons that they have formed a group.
The percent of class is 2.6%.
Based on 83,313,022 shares of common stock of the Issuer outstanding as of November 11, 2025,
as reported in the lssuer's most recent Form F-3 filed with the SEC on November 12, 2025 and
Form 424B filed with the SEC on December 3, 2025. This percentage is calculated in accordance with
Rule 13d-1(j) and Rule 13d-3. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
2,200,845
The information required by this item 4(c)(iv) is set forth in Item 4(a) and is incorporated herein by
reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2,200,845
The information required by this item 4(c)(iv) is set forth in Item 4(a) and is incorporated herein by
reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Shares are owned directly by West Investment Holdings LLC, a Delaware limited liability company and West CRT Heavy, LLC, a Delaware limited liability company (the "Owners") managed by the Adviser, which each have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares, and who could each terminate their respective investment advisory relationship with the Adviser and then subsequently manage the Shares held by such Owners. None of the Owners hold more than 5% of the outstanding shares of common stock of the Issuer as the date of this filing and this amendment filing is being filed to report that the Reporting Persons have ceased to be the beneficial owner of more than 5% of the class of securities.
To the knowledge of the Reporting Persons, no persons other than the Owners have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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