Lithium Americas Corp美股招股说明书(2025-10-08版)

Lithium Americas Corp. Up to $250,000,000 Common Shares Lithium Americas Corp. (“LAC,” the “Company,” “we,” “our” or “us”) have entered into an equity distribution agreement (the “SalesAgreement”) with TD Securities (USA) LLC (“TD” or “Agent” ) relating to our Common Shares offered by this prospectus supplement. In accordancewith the terms of the Sales Agreement, we may offer and sell our Common Shares having an aggregate sales price of up to $250,000,000 from time totime through TD acting as our sales agent. Our Common Shares are traded on the NYSE and the TSX under the symbol “LAC.” The last reported sale price of our Common Shares onOctober7, 2025, was US$8.27 per share, as reported on the NYSE and C$11.55 per share, as reported on the TSX. Sales of our Common Shares, if any, under this prospectus supplement will be made in sales deemed to be “at the market” equity offerings asdefined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the NYSE, the existing trading market for ourCommon Shares, sales made to or through a market maker other than on an exchange or otherwise, directly to the sales agent as principal, in negotiatedtransactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted bylaw. TD is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices on mutually agreed terms between TD and us. There is no arrangement for funds to be received in any escrow, trust orsimilar arrangement. The compensation to TD for sales of Common Shares sold pursuant to the Sales Agreement will be at an amount up to 3.0% of the gross proceedsof any Common Shares sold under the Sales Agreement. The net proceeds from any sales under this prospectus supplement will be used as describedunder “Use of Proceeds” in this prospectus supplement. In connection with the sale of the Common Shares on our behalf, TD will be deemed to be“underwriter” within the meaning of the Securities Act, and the compensation of TD will be deemed to be underwriting commissions or discounts. Wehave also agreed to provide indemnification and contribution to TD with respect to certain liabilities, including liabilities under the Securities Act or theExchange Act. See “Plan of Distribution” on page 12 of this prospectus supplement for additional information concerning the compensation to be paidto TD. Investing in our securities involves risks. See “Risk Factors” beginning on page 9. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. TD Securities The date of this prospectus supplement is October8, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSINFORMATION ABOUT THE COMPANYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONCERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONSMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT We are providing information to you about this offering of our Common Shares in two separate documents that are bound together: (1)thisprospectus supplement, which describes the specific terms of this offering and (2)the accompanying base prospectus, which provides generalinformation and disclosure, some of which may not apply to this offering. This prospectus supplement may also add to, update or change informationcontained in the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. If information in thisprospectus supplement is inconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. Generally, when we referto this “prospectus,” we are referring to both this prospectus supplement and the accompanying base prospectus combined. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying baseprospectus. Neither we nor TD have authorized anyone to provide you with additional or different information. If anyone provides you with different orinconsistent information, you should not rely on it. You should not assume that the information contained in this prospectus supplement or theaccompanying base prospectus is accurate as of any date other than the date on the front of those documents or that any information we haveincorporated by reference is accurate as of any date other than the date of the document incorporated by reference. Our business, financial condition,results of