UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
☐ Registration statement pursuant to section 12 of the Securities Exchange Act of 1934
☒ Annual report pursuant to section 13(a) or 15(d) of the securities exchange act of 1934
For the fiscal year ended February 29, 2024
Commission File Number 001-40416
American Lithium Corp.
(Exact name of Registrant as specified in its charter)
British Columbia (Province or other | 1000 (Primary Standard | Not Applicable (I.R.S. Employer |
1030 West Georgia St., Suite 710
Vancouver, B.C., Canada V6E 2Y3
(604) 428-6128
(Address and telephone number of Registrant's principal executive offices)
C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3133
(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 Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, no par value | AMLI | Nasdaq Capital Market |
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
For annual reports, indicate by check mark the information filed with this form:
| ☒Annual Information Form | ☒Audited Annual Financial Statements |
Number of outstanding shares of each of the issuer's classes of capital or common stock as of February 29, 2024: 217,555,887 Common Shares, no par value.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 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 an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging Growth Company ☒
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 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 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's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant 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-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-(b). ☐
EXPLANATORY NOTE
American Lithium Corp. (the "Company" or "Registrant") is a Canadian public company whose common shares are listed on the TSX Venture Exchange under the symbol "LI" and the Nasdaq Capital Market under the symbol "AMLI". The Company is eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 40-F pursuant to the multijurisdictional disclosure system of the Exchange Act. The Company is a "foreign private issuer" as defined in Rule 3b- 4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
The Company is filing this Amendment No. 1 to its annual report on Form 40-F, as originally filed on May 30, 2024 (the “Form 40-F”), to file (i) the consents of Valentine Eugene Coetzee and David Alan Thompson, which were previously unavailable, and (ii) Exhibit 101, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language, which was previously unavailalble. This Form 40-F/A speaks as of the orginal time of filing the Form 40-F and does not reflect events that may have occurred subseqent to such filing. No other amendments are being made to the Form 40-F as originally filed.
EXHIBIT INDEX
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| 99.17* | Consent of Qualified Person (Ted O'Connor) |
| 99.18* | Consent of Qualified Person (Michael Short) |
| 99.19 | Consent of Qualified Person (David Alan Thompson) |
| 101.INS | Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*Previously filed with the Company's annual report on Form 40-F as filed with the Securities and Exchange Commission on May 30, 2024
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UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F/A and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| AMERICAN LITHIUM CORP. | |
| By: /s/ Simon Clarke | |
| Name: Simon Clarke | |
| Title: Chief Executive Officer | |
| Date: May 31, 2024 |
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