UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 40-F/A

(Amendment No. 1)

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☐         Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934

 

or

 

☒         Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2024
Commission File Number: 001-40786

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SIGMA LITHIUM CORPORATION
(Exact name of Registrant as specified in its charter)

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Canada		1000		Not Applicable
(Province or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

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Av. Nove de Julho, nº 4.939, cj. 93 (Parte)
São Paulo, SP, Brazil
Tel: +55 11-2985-0089
(Address and telephone number of Registrant’s principal executive offices)

 

C T Corporation System 
28 Liberty Street
New York, New York 10005
Telephone: (212) 894-8940 
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	SGML	The Nasdaq Capital Market

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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

 

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☒  Annual Information Form	☒  Audited Annual Financial Statements

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

111,267,279 Common Shares outstanding as of December 31, 2024

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒    No ☐

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

 

Yes ☒    No ☐

 

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☒ 

 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

 

 

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EXPLANATORY NOTE

 

This Form 40-F/A is being filed to amend the Annual Report on Form 40-F for the year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2025 (the “Original 2024 40-F”). The purpose of this Form 40-F/A is to include the Incentive Compensation Clawback Policy as an exhibit to this Form, as previously filed on May 1, 2024, as an Exhibit 97 to the Company’s Annual Report on Form 40-F (No. 1-40786). Except as described above, the Original 2024 40-F and any other exhibits thereto remain unchanged. This Amendment No. 1 speaks as of the filing date of the Original 2024 40-F and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.

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EXHIBIT INDEX

 

Exhibit No.		Description
97.1		Incentive Compensation Clawback Policy, effective as of December 1, 2023. (+)
99.1		Annual Information Form for the year ended December 31, 2024*
99.2		Management’s Discussion and Analysis for the year ended December 31, 2024*
99.3		Consolidated financial statements for the years ended December 31, 2024 and 2023*
99.4		Technical Report on the Grota do Cirilo Lithium Project, Aracuai and Itinga Regions, Minas Gerais, Brazil*
99.5		Consent of Marc-Antoine Laporte, P.Geo., M.Sc. to the Technical Report*
99.6		Consent of William van Breugel, P. Eng. to the Technical Report*
99.7		Consent of Johnny Canosa, P. Eng. to the Technical Report*
99.8		Consent of Joseph Keane, P. Eng. to the Technical Report*
99.9		Certificate of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (+)
99.10		Certificate of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (+)
99.11		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (+)
99.12		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (+)
99.13		Consent of Grant Thornton Auditores Independentes Ltda., Independent Registered Public Accounting Firm*
99.14		Consent of KPMG Auditores Independentes Ltda., Independent Registered Public Accounting Firm*
99.15		Consent of Marc-Antoine Laporte, P.Geo., M.Sc. *
99.16		Consent of William van Breugel, P. Eng. *
99.17		Consent of Johnny Canosa, P. Eng. *
99.18		Consent of Joseph Keane, P. Eng. *
101		Interactive Data File (formatted as Inline XBRL)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Previously filed as an exhibit to the Original 2024 40-F.

(+) Filed as an exhibit to this Amendment.​