Largo Inc美股招股说明书(2026-01-15版)

Up to 4,918,033 Common Shares,and 4,918,033 Common Shares Issuable upon Exercise of Warrants Largo Inc. This prospectus relates to the resale by the selling shareholder named in this prospectus (the "Selling Shareholder") of up to4,918,033 common shares (the "BackstopShares"), and common shares ("BackstopWarrant Shares") that are issuable from time totime to the Selling Shareholder upon the exercise of 4,918,033 warrants (the "BackstopWarrants"). The Backstop Shares andBackstop Warrants were offered and sold by us pursuant to a private placement that closed on October 22, 2025 (the "PrivatePlacement"), which closed concurrently with our Registered Direct Offering (as defined herein) on such date. Each Backstop Warranthas an exercise price of $1.22 per common share, and became exercisable immediately upon issuance with a term of five years fromthe date of issuance.No securities are being offered for resale pursuant to this prospectus other than the Backstop Shares and theBackstop Warrant Shares that will be issued upon the exercise of the Backstop Warrants. The Backstop Shares and the BackstopWarrant Shares are referred to herein as the "Shares." There can be no assurance that the Selling Shareholder will sell any or all of the Shares registered pursuant to the registrationstatement of which this prospectus forms a part. The Selling Shareholder may offer, sell, or distribute all or a portion of the Shareshereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any ofthe proceeds from such sales of the Shares by the Selling Shareholder pursuant to this prospectus. We will, however, receive the netproceeds of any exercise of the Backstop Warrants. We will bear all costs, expenses and fees in connection with the registration of theShares, including with regard to compliance with state securities or "blue sky" laws. The Selling Shareholder will bear all commissionsand discounts, if any, attributable to its resale of the Shares. See "Plan of Distribution" beginning on page 34 of this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus, including the additional information described under the heading "Incorporation of Certain Information byReference," and any amendments or supplements carefully before you make your investment decision. 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 forcomplying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the UnitedStates Securities Act of 1933, as amended (the "U.S.Securities Act"). Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 10. 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. Anyrepresentation to the contrary is a criminal offense. Prospectus dated January 15, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY3RISK FACTORS10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS15EXCHANGE RATE DATA16USE OF PROCEEDS17DETERMINATION OF THE OFFERING PRICE17CAPITALIZATION18DILUTION19EXPENSES OF ISSUANCE20 LISTING20TRANSFER AGENT, REGISTRAR AND AUDITOR20DESCRIPTION OF SHARE CAPITAL21EXCHANGE CONTROLS21TAXATION22ENFORCEMENT OF CIVIL LIABILITIES31SELLING SHAREHOLDER32PLAN OF DISTRIBUTION34LEGAL MATTERS36EXPERTS36DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION36WHERE YOU CAN FIND ADDITIONAL INFORMATION36INCORPORATION OF CERTAIN INFORMATION BY REFERENCE36 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 Shareholder may, from time to time, sell theShares offered by it as described in this prospectus. We will notreceive any proceeds from the sale by such Selling Shareholder of theShares offered by them described in this prospectus, except with respect to amounts received by us upon the exercise of the BackstopWarrants. We may also fil