Lithium Argentina AG 2026年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock asof the close of the period covered by the annual report: 162,406,904 registered common sharesoutstanding as of December 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer," "acceleratedfiler" and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) ofthe Exchange Act.☐ † The term "new or revised financial accounting standard" refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management'sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive based compensation received by any of the registrant's executive officers duringthe relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issued by the International AccountingStandards Board☒Other☐ If "Other" has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as definedin Rule 12b-2 of the Exchange Act).☐Yes☒No TABLE OF CONTENTS PageCAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS1EXPLANATORY NOTE3PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY23ITEM 4A. UNRESOLVED STAFF COMMENTS84ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS84ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES85ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS121ITEM 8.FINANCIAL INFORMATION122ITEM 9.THE OFFER AND LISTING122ITEM 10.ADDITIONAL INFORMATION123ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK171ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES171PART II172ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES172ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDS172ITEM 15.CONTROLS AND PROCEDURES172ITEM 16.[RESERVED]173ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT173ITEM16B.CODE OF ETHICS173ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES174ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES174ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER ANDAFFILIATED PURCHASERS174ITEM16F.CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT174ITEM16G.CORPORATE GOVERNANCE174ITEM16H.MINE SAFETY DISCLOSURE176ITEM 16I