Largo Inc美股招股说明书(2026-01-08版)

PROSPECTUS SUPPLEMENT(To prospectus dated September 19, 2025) Largo Inc. Up to $60,000,000Common Shares We have entered into an At The Market Offering Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC("Wainwright"), dated January 7, 2026, relating to the sale of our common shares from time to time offered by this prospectussupplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell ourcommon shares having an aggregate offering price of up to $60 million from time to time through Wainwright, acting as our salesagent. Our common shares are listed on the Nasdaq Capital Market and on the Toronto Stock Exchange (the "TSX") under the symbol"LGO". On January 5, 2026, the closing price of our common shares on the Nasdaq Capital Market was $1.14 per common share, andthe closing price our common shares on the TSX was C$1.58 per common share. The TSX has conditionally approved the listing ofcommon shares with a total value of US$60 million issuable pursuant to this prospectus supplement, subject to the Company fulfillingall of the listing requirements of the TSX. Notification of the offering pursuant to the Sales Agreement has been provided to TheNasdaq Stock Market LLC ("Nasdaq"). Sales of our common shares, if any, under this prospectus supplement and the accompanying prospectus may be made by anymethod permitted that is deemed an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended(the "U.S. Securities Act"), including sales made directly on or through the Nasdaq Capital Market, the existing trading market for ourcommon shares in the United States, sales made to or through a market maker other than on an exchange or otherwise, directly toWainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailingmarket prices, and/or in any other method permitted by law. Wainwright is not required to sell any specific number or amount of ourcommon shares, but will act as our sales agent using commercially reasonable efforts, consistent with its normal trading and salespractices on mutually agreed terms between Wainwright and us. There is no arrangement for funds to be received in an escrow, trust,or similar arrangement. No sales of our common shares under this prospectus supplement will be made in Canada or over or through the facilities of theTSX or any other exchange or market in Canada. Wainwright will receive from us a commission equal to 3.0% of the gross sales price of all shares sold through it under the SalesAgreement. In connection with the sale of common shares on our behalf, Wainwright may be deemed to be an "underwriter" within themeaning of the U.S. Securities Act and the compensation of Wainwright may be deemed to be underwriting commissions or discounts. We are an "emerging growth company" as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we haveelected to comply with certain reduced public company reporting requirements for this prospectus and future filings. However, wehave elected not to take advantage of the extended transition period allowed for emerging growth companies for complying with newor revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the U.S. Securities Act. S-1 An investment in our securities involves a high degree of risk. Please read "Risk Factors" on page S-18of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is January 7, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-7PROSPECTUS SUPPLEMENT SUMMARYS-9THE OFFERINGS-16RISK FACTORSS-18USE OF PROCEEDSS-24CAPITALIZATION AND INDEBTEDNESSS-25DILUTIONS-27DESCRIPTION OF SECURITIESS-29PLAN OF DISTRIBUTIONS-30TAXATIONS-32EXPENSESS-44MATERIAL CHANGESS-44LEGAL MATTERSS-45EXPERTSS-45ENFORCEABILITY OF CIVIL LIABILITIESS-45WHERE YOU CAN FIND MORE INFORMATIONS-45INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-46 PROSPECTUS ABOUT THIS PROSPECTUS2MARKET AND INDUSTRY DATA2FINANCIAL INFORMATION AND CURRENCY2EMERGING GROWTH COMPANY3CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PUBLICLY AVAILABLE INFORMATION ON LARGO7DOCUMENTS INCORPORATED BY REFERENCE8RISK FACTORS9OUR COMPANY13MATERIAL CHANGES17CAPITALIZATION AND INDEBTEDNESS17DESCRIPTION OF SHARE CAPITAL18DESCRIPTION OF THE WARRANTS19DESCRIPTION OF THE UNITS19CORPORATE GOVERNANCE20USE OF PROCEEDS34PLAN OF DISTRIBUTION34CERTA