Lithium Argentina AG 2025年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024OR☐TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THESECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report: Not applicableFor the transition period from_______to_______Commission file number:001-38350LITHIUM ARGENTINA AG(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant's name into English)Switzerland(Jurisdiction of incorporation or organization)Dammstrasse 19,6300Zug,Switzerland(Address of principal executive offices)Alex Shulga900 West Hastings Street,Suite 300,Vancouver,British Columbia,CanadaV6C 1E5alex.shulga@lithium-argentina.com778-653-8092(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock asof the close of the period covered by the annual report:161,931,734 registered common sharesoutstanding as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 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 a large accelerated filer, an accelerated filer, a non-acceleratedfiler,or an emerging growth company.See definition of"large accelerated filer,""accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act. 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 forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) ofthe Exchange Act.☐ † The term "new or revised financial accounting standard" refers to any update issued by the FinancialAccounting 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'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive based compensation received by any of the registrant's executive officers duringthe relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatements included in this filing: U.S. GAAP☐International Financial Reporting Standardsas issued by the International AccountingStandards Board☒Other☐ If "Other" has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as definedin Rule 12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS PageCAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS1EXPLANATORY NOTE3PART I3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY25ITEM 4A.UNRESOLVED STAFF COMMENTS87ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS87I