Sigma Lithium Corp 2025年度报告

FORM 40-F Registration Statement pursuant to Section12 of the Securities Exchange Act of 1934or ☒Annual Report pursuant to Section13(a) or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2025Commission File Number: 001-40786 SIGMA LITHIUM CORPORATION (Exact name of Registrant as specified in its charter) Not Applicable Canada 1000 (Primary Standard IndustrialClassification Code Number) (Province or other jurisdiction ofincorporation or organization) (I.R.S. Employer IdentificationNumber) 181, Bay Street, Suite 4400, Toronto, OntarioM5J 2T3, CanadaTel: +5511-2985-0089(Address and telephone number of Registrant’s principal executive offices) C T Corporation System28 Liberty StreetNew York, New York10005Telephone: (212) 894-8940(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to Section12(b) of the Act: Securities registered or to be registered pursuant to Section12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form: ☒Audited Annual Financial Statements ☒Annual Information Form Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 111,402,979 Common Shares outstanding as of December31, 2025 Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Exchange Actduring the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2)has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). Indicate by check mark whether the Registrant is an emerging growth company as defined 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 theRegistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theRegistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The Internal Control over Financial Reporting is filed in Exhibit 99.2 hereto which contains the link to the Management’s Discussionand Analysis for the year ended December 31, 2025, incorporated herein by reference. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURECONTROLS AND PROCEDURES The Internal Control over Financial Reporting is filed in Exhibit 99.2 hereto which contains the link to the Management’s Discussionand Analysis for the year ended December 31, 2025, incorporated herein by reference. AUDIT COMMITTEE FINANCIAL EXPERT The Company’s Board of Directors has determined that it has at least one audit committee financial expert serving on itsAudit Committee. The Board has determined that Junaid Jafar is an audit committee financial expert and is independent, as that term isdefined by the Exchange Act and the Nasdaq corporate governance standards applicable to the Company. The Audit Committee has indicated that the designation of a person as an audit committee financial expert does not makesuch person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposedon such person as a member of the Audit Committee and the Board in the absence of such designation and does not affect the duties,obligations or liability of any other m