生命区金属有限公司美股招股说明书(2025-11-10版)

PROSPECTUS SUPPLEMENT(to Prospectus dated August 16, 2024) 4,411,764Ordinary SharesWarrants to Purchase 4,411,764 Ordinary Shares Pursuant to this prospectus supplement and accompanying base prospectus, we are offering 4,411,764 ordinary shares, par value$0.0001 per shares (the “Ordinary Shares”), at a public offering price of $3.40 per share and accompanying warrants to purchase4,411,764 Ordinary Shares (the “Ordinary Share Warrants”). The exercise price of each Ordinary Share Warrant is $4.00 per share.The offering is being made pursuant to an underwriting agreement (the “Underwriting Agreement”) entered into by us with BTIG,LLC as representative of the underwriters named therein (the “Underwriters”). Our Ordinary Shares are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LZM”. On November 7, 2025, thelast reported sale price of our Ordinary Shares on the NYSE was $3.82 per share. Our public warrants are listed on the New York Stock Exchange (the “NYSE”) under the symbol “LZM-WT”. On November 7, 2025,the last reported sale price of our public warrants on the NYSE was $0.30 per warrant. There is no public market for our OrdinaryShare Warrants and we do not expect to list them. We are an “emerging growth company” and a “foreign private issuer” under applicable Securities and Exchange Commission rules andwill be subject to reduced public company reporting requirements for this prospectus supplement and future filings. See the sectionentitled “Prospectus Supplement Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” foradditional information. Investing in our securities involves a high degree of risk. Please read the sections entitled “Risk Factors” on page S-7 containedin this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement and the accompanying prospectus. Public offering price (1)See “Underwriting” for a description of compensation to be paid to the Underwriters. Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatorybody, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplementor the accompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the Ordinary Shares and Ordinary Share Warrants is expected to be made on or about November 12, 2025, subject tosatisfaction of certain customary closing conditions. Sole Bookrunning Manager BTIG, LLC Co-Manager Red Cloud Securities Inc. The date of this prospectus supplement is November 10, 2025. TC Prospectus Supplement PageAbout this Prospectus SupplementS-iiPresentation of Financial InformationS-iiiCautionary Note Regarding Mineral Reserves and Mineral ResourcesS-iiiTechnical and Third-Party InformationS-iiiProspectus Supplement SummaryS-1The OfferingS-4Description of WarrantsS-5Risk FactorsS-7Cautionary Note Regarding Forward-Looking StatementsS-9Use of ProceedsS-10Capitalization and IndebtednessS-11DilutionS-12Dividend PolicyS-12Material U.S. Federal Income Tax ConsiderationsS-13UnderwritingS-18Description of Share CapitalS-23Legal MattersS-25ExpertsS-25Where You Can Find Additional InformationS-26Enforceability of Civil LiabilitiesS-26Incorporation by ReferenceS-27Offering ExpensesS-27 Prospectus PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS2USE OF PROCEEDS3MARKET PRICE OF OUR SECURITIES AND DIVIDEND POLICY3CAPITALIZATION AND INDEBTEDNESS4SELLING SECURITYHOLDERS5TAXATION7DESCRIPTION OF SECURITIES7DESCRIPTION OF LIFEZONE METALS ORDINARY SHARES7DESCRIPTION OF WARRANTS10DESCRIPTION OF RIGHTS11DESCRIPTION OF UNITS12PLAN OF DISTRIBUTION13EXPENSES15LEGAL MATTERS15EXPERTS15SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS15WHERE YOU CAN FIND ADDITIONAL INFORMATION15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE16 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (File No. 333-281189)that we filed with the SEC, that was declared effective by the SEC on August 16, 2024, using a “shelf” registration process. Before buying any of the Ordinary Shares or Ordinary Share Warrants that we are offering, we urge you to carefully read thisprospectus supplement and the accompanying prospectus and all of the information incorporated by reference herein and therein, aswell as the additional information described under the headings “Where You Can Find Additional Information” and “Incorporation byReference.” These documents contain important information that you should consider when making your investment decision. We provide information to you about this offering of Ordinary Shares and Ordinary Share Warrants in: (1) this prospectus supplement,which describes the