Largo Inc美股招股说明书(2025-12-03版)

Largo Inc. This prospectus relates to the resale by the selling shareholders named in this prospectus (the “Selling Shareholders”) of up to15,260,671 common shares (“Warrant Shares”) that are issuable from time to time to the Selling Shareholders upon the exercise of15,260,671 warrants (the “Warrants”), which includes 998,362 common shares issuable upon exercise of Placement Agent Warrants(as defined herein). The Warrants were offered and sold by us pursuant to a private placement that closed on October 22, 2025 (the“Private Placement”), which closed concurrently with our Registered Direct Offering (as defined herein) on such date. Each Warrant Our registration of the Warrant Shares covered by this prospectus does not mean that either we will issue, or the Selling Shareholderswill offer or sell, as applicable, any of the Warrant Shares hereby registered. The Selling Shareholders may offer, sell, or distribute allor a portion of the Warrant Shares hereby registered publicly or through private transactions at prevailing market prices or atnegotiated prices. We will not receive any of the proceeds from such sales of the Warrant Shares by the Selling Shareholders pursuantto this prospectus. We will, however, receive the net proceeds of any of the Warrants exercised for cash. We will bear all costs, We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentireprospectus,including the additional information described under the heading"Incorporation by Reference,"and any Our common shares are currently traded under the symbol "LGO" on the Toronto Stock Exchange ("TSX") and on the Nasdaq CapitalMarket ("Nasdaq"). We are an "emerging growth company" as defined by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and, as such,we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.However, we have elected not to take advantage of the extended transition period allowed for emerging growth companies for Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 9. We are a "foreign private issuer" as defined under the federal securities laws and, as such, are subject to reduced publiccompany reporting requirements. See "Prospectus Summary - Foreign Private Issuer." Neither the Securities and Exchange Commission, Canadian securities commission nor any domestic or international securitiesbody has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any Prospectus datedDecember 2, 2025 DILUTION16EXPENSES OF ISSUANCE17 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission ("SEC")using the "shelf" registration process. Under this shelf registration process, the Selling Shareholders may, from time to time, sell theWarrant Shares offered by it as described in this prospectus. We will notreceive any proceeds from the sale by such Selling We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms apart that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment mayalso add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency betweenthe information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on theprospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this Neither we, nor the Selling Shareholders, have authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by oron behalf of us or to which we have referred you. We and the Selling Shareholders take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. The Selling Shareholders will not make an offer tosell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industrystatistics and forecasts that are based on information from various third-party sources not prepared at the direction of the Company,such as industry publications and other publicly available information, and assumptions that we have made based on such data andother similar sources. These data involve a number of assumptions and limitations. Although we believe these sources are reliable, wedo not guarantee the accuracy or completeness of