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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  1. Represents (i) 22,140,256 shares of the Issuer's Class A Common Stock and (ii) 2,782,130 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the "Closing") and ending on the date that is five years following such closing (the "Earn-Out Shares"). 2. Calculated based on 321,190,509 shares of Class A Common Stock outstanding as of 10 Nov 2025 as reported on the Issuer's Form 10-Q, filed on 12 Nov 2025.


SCHEDULE 13G




Comment for Type of Reporting Person:  1. Represents (i) 22,140,256 shares of the Issuer's Class A Common Stock and (ii) 2,782,130 shares of Class A Common Stock that will be issued to the reporting person if the closing price of shares of the Class A Common Stock is equal to or greater than $18.00 during the period beginning on the date that is the one year following the closing of the Business Combination (the "Closing") and ending on the date that is five years following such closing (the "Earn-Out Shares"). Tianqi Lithium HK Co., Ltd. is wholly owned by Chengdu Tianqi Lithium Limited, and Chengdu Tianqi Lithium Limited is wholly owned by Tianqi Lithium Corporation. Therefore, Chengdu Tianqi Lithium Limited and Tianqi Lithium Corporation may be deemed to be beneficial owners of the shares of Class A common stock held by Tianqi Lithium HK Co., Ltd.. 2. Calculated based on 321,190,509 shares of Class A Common Stock outstanding as of 2025-11-10 as reported on the Issuer's Form 10-Q, filed on 2025-11-12.


SCHEDULE 13G



 
Tianqi Lithium HK Co., Ltd.
 
Signature:Yuway Szetoo
Name/Title:Director
Date:12/31/2025
 
Tianqi Lithium Corporation
 
Signature:Frank Chun Shing Ha
Name/Title: Chief Executive Officer
Date:12/31/2025