GM Updates Stake in Lithium Americas Corp.

TL;DR

GM filed an update on its Lithium Americas stake, signaling continued strategic interest in battery materials.

AI Summary

General Motors Holdings LLC, through John S. Kim, has amended its Schedule 13D filing regarding Lithium Americas Corp. The filing, dated October 17, 2024, indicates a change in beneficial ownership. General Motors has been a significant investor in Lithium Americas, which is developing lithium projects crucial for electric vehicle battery production.

Why It Matters

This filing provides insight into General Motors' strategic investments in critical raw materials for electric vehicle batteries, highlighting their commitment to securing supply chains.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in investor strategy or potential future actions that could impact stock price.

Key Players & Entities

• General Motors Holdings LLC (company) — Filer of the Schedule 13D/A
• John S. Kim (person) — Representative for General Motors Holdings LLC
• Lithium Americas Corp. (company) — Subject company of the filing
• 0001193125-24-238422 (filing_id) — Accession number for the SEC filing

FAQ

Key Financial Figures

• $330,000,000 — initial capital contribution to LNV of $330,000,000 in cash at the JV Closing, (ii) an addi
• $100,000,000 — ditional capital contribution to LNV of $100,000,000 at the time a final investment decision
• $195,000,000 — credit in an aggregate amount of up to $195,000,000, in each case of (ii) and (iii), subjec

Filing Documents

• d625126dsc13da.htm (SC 13D/A) — 60KB
• d625126dex991.htm (EX-99.1) — 3KB
• d625126dex992.htm (EX-99.2) — 22KB
• 0001193125-24-238422.txt ( ) — 88KB

of the Schedule 13D is hereby amended and supplemented to add the following information

Item 3 of the Schedule 13D is hereby amended and supplemented to add the following information: On October 15, 2024, GM Holdings and the Issuer agreed to replace the Tranche 2 investment with an investment by GM Holdings in Lithium Nevada Ventures LLC, a limited liability company organized and existing under the laws of the State of Delaware and an indirect wholly-owned subsidiary of the Issuer (LNV), in accordance with the terms and conditions of an investment agreement among GM Holdings, the Issuer, and LNV (the Investment Agreement). Completion of the transactions contemplated by the Investment Agreement will result in the establishment of a joint venture for the purpose of funding the development, construction, start-up, ownership and operation of the Thacker Pass lithium project, related assets and Nevada exploration properties. Under the Investment Agreement, the Issuer has agreed to take necessary steps to complete a Restructuring (as defined in the Investment Agreement), following which LNV will become the indirect owner of the Thacker Pass Project. GM Holdings has agreed to subscribe for and purchase from LNV, a number of units of LNV representing 38% of the issued and outstanding limited liability company interests in LNV (the Purchased Membership Interest) as of the closing of the transactions contemplated by the Investment Agreement (the JV Closing). As total consideration for the issuance of the Purchased Membership Interests to GM Holdings, GM Holdings agreed to make an initial capital contribution to LNV of $330,000,000 in cash at the JV Closing, (ii) an additional capital contribution to LNV of $100,000,000 at the time a final investment decision is approved by the Board of Directors of LNV with respect to the Thacker Pass Project, and (iii) provide letters of credit in an aggregate amount of up to $195,000,000, in each case of (ii) and (iii), subject to the terms and conditions set forth in the Joint Venture Agreement to be executed in connectio

of the Schedule 13D is hereby amended and restated as follows

Item 4 of the Schedule 13D is hereby amended and restated as follows: The acquisition and beneficial ownership of the Common Shares by the Reporting Persons were undertaken for investment purposes and in connection with the development of the Thacker Pass Project and the Offtake Agreement described in Item 6, below. The Reporting Persons expect to evaluate on an ongoing basis the Issuers financial condition, results of operations, business and prospects, the market price of the Common Shares, conditions in securities markets generally and in the market for shares of companies like the Issuer, general economic and industry conditions, and other factors that the Reporting Persons deem relevant to their investment decisions. CUSIP No. 53681J103 13D/A Page 5 of 7 The information contained in Items 3 and 6 of this Schedule 13D is incorporated by reference herein. As disclosed in Item 3, GM Holdings has terminated the Tranche 2 investment and has entered into the Investment Agreement with the Issuer in order to replace the Tranche 2 investment with an asset-level investment by GM Holdings through the establishment of a joint venture. Except as otherwise disclosed in this Schedule 13D, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, based on such evaluations and subject to the terms of the agreements between GM Holdings and the Issuer, the Reporting Persons may, from time to time or at any time: (i) acquire additional Common Shares and/or other equity, debt, notes, instruments, or other securities of the Issuer and/or its affiliates (collectively, Securities) in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities. Item5. Interest in Securities of the Issuer

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: The information contained in Item 3 of this Schedule 13D is incorporated by reference herein. (a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of the Reporting Persons to this Schedule 13D are incorporated by reference herein. To the knowledge of the Reporting Persons, none of the persons listed on Exhibit 99.2 have any beneficial (c) Except for the transactions described in response to Item 4 above, which information is hereby incorporated by reference, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Exhibit 99.2 , have effected any transactions that may be deemed to be a transaction in the Common Shares during the past 60 days. (d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares that may be deemed to be beneficially owned by the Reporting Persons as provided for herein. (e) Not applicable. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and supplemented to add the following information

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information: Amended and Restated Investor Rights Agreement Concurrent with the execution of the Investment Agreement and Termination Agreement, GM Holdings and the Issuer amended and restated the investor rights agreement, dated as of October 3, 2023 (the IRA) in order to address the termination of the Tranche 2 Subscription Agreement and the Master Purchase Agreement, as well as address the asset-level investment by GM Holdings through the establishment of a joint venture. The foregoing description of the Amended and Restated Investor Rights Agreement is qualified in its entirety by reference to the IRA, a copy of which is filed as Exhibit 10.8 and is incorporated by reference herein. CUSIP No. 53681J103 13D/A Page 6 of 7 Item7. Material to be Filed as Exhibits Exhibit Description 10.1 Master Purchase Agreement, dated January 30, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.1 to the Issuers Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023) 10.2 Tranche 2 Subscription Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.13 to the Issuers Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023) 10.3 Offtake Agreement, dated February 16, 2023, between Remainco and GM Holdings (incorporated by reference to Exhibit 4.8 to the Issuers Amendment No. 3 to Form 20-F and filed with the SEC on September 27, 2023) 10.4 Investor Rights Agreement, dated October 3, 2023, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.14 to the Issuers Report on Form 6-K for the month of October 2023 and filed with the SEC on October 5, 2023) 10.5 Letter Agreement, dated August 29, 2024, between the Issuer and GM Holdings (incorporated by reference to Exhibit 99.1 to the Issuers Report on Form 6-K fi

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 17, 2024 GENERAL MOTORS HOLDINGS LLC /s/ John S. Kim Name: John S. Kim Title: Assistant Secretary GENERAL MOTORS COMPANY /s/ John S. Kim Name: John S. Kim Title: Assistant Corporate Secretary

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