United States securities and exchange commission logo
April 4, 2023
Jonathan Evans
Chief Executive Officer
1397468 B.C. Ltd.
300 - 900 West Hastings Street
Vancouver, British Columbia
V6C 1E5
Re: 1397468 B.C. Ltd.
Draft Registration
Statement on Form 20-F
Submitted March 8,
2023
CIK No. 0001966983
Dear Jonathan Evans:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 20-F submitted March 8, 2023
Explanatory Note, page 3
1. We note your statement
that Fractional Common Shares will not be distributed pursuant to
the Arrangement and
that the number of any such shares to be issued to LAC Shareholders
will be rounded down to
the nearest whole share in the event that any LAC Shareholder is
entitled to a
fractional share representing less than a whole share. Please revise to clarify
whether LAC
Shareholders entitled to fractional shares will receive cash in lieu fractional
shares.
Jonathan Evans
FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
Comapany
April Name1397468 B.C. Ltd.
4, 2023
April 24, 2023 Page 2
Page
FirstName LastName
2. We note your reference to Item 9.B for more information on the
Company's incentive
securities. Item 9.B addresses the Plan of Distribution, and is
currently marked as not
applicable, while it appears that Item 6.B discusses compensation and
incentive securities
in more detail. Please revise accordingly.
Risk Factors
Risks Relating to the Company and the Spin-Out Business
The Company may be subject to geopolitical risks, page 7
3. You disclose here that Ganfeng Lithium Co., Ltd. is a significant
shareholder and is based
in China. As soon as practicable, please revise to disclose Ganfeng's
expected beneficial
ownership following the spin-off and clarify any board nomination or
appointment rights
of Ganfeng. Additionally, please ensure you summarize any material
agreements with
Ganfeng and consider whether any such agreements are required to be
filed as exhibits.
The company may lose its foreign private issuer status, page 19
4. We note that you indicate that you are a "foreign private issuer" and
note that you may
have more onerous regulatory and reporting requirements in the United
States if you lose
this status. Please revise to describe how and when you may lose your
status as a "foreign
private issuer." For example, discuss whether your interest in the
Thacker Pass Project
(i.e., a project with assets based in the U.S.) may make it more
likely for you to lose
"foreign private issuer" status.
5. You also state here that losing FPI status would make it so you are no
longer be able to
utilize the multijurisdictional disclosure system forms for registered
offerings by Canadian
companies in the United States. As you are not currently utilizing a
multijurisdictional
disclosure system form for this registration statement, please revise
to clarify whether you
intend to utilize multijurisdictional disclosure system forms for
registered offerings by
Canadian companies in the United States in the future.
Information on the Company
Commercial Agreements, page 27
6. In addition to the agreements you describe as material contracts in
Item 10.C of your
registration statement, we note that you have also entered into
agreements with Sawtooth
Mining LLC, EXP, ITAC, M3, EDG and Aquatech. For each of these
agreements, please
tell us what consideration you have given to filing these agreements
as exhibits. Consider
Instruction 4(b) of Instructions as to Exhibits of Form 20-F.
Jonathan Evans
FirstName LastNameJonathan Evans
1397468 B.C. Ltd.
Comapany
April Name1397468 B.C. Ltd.
4, 2023
April 34, 2023 Page 3
Page
FirstName LastName
D. Property, Plants and Equipment
Detailed Property Description, page 28
7. We note your disclosure identifying eight qualified person firms that
prepared the
Technical Report Summary at Exhibit 15.1, also indicating that all of
these firms
are independent companies and not associates or affiliates of Lithium
Americas Corp
("LAC") or any associated company of LAC. However, the consents that
you have filed
at Exhibits 15.2 through 15.11 are from individuals rather than firms.
Please expand your
disclosure to identify the employer of each individual and to provide
the representations
prescribed by Item 1302(b)(5) of Regulation S-K with respect to each
individual in
addition to your present disclosure concerning the firms.
Major Shareholders and Related Party Transactions
Related Party Transactions, page 71
8. We note that you incorporate by reference a discussion of the
Arrangement Agreement
with LAC. Please revise to separately summarize the material terms of
the Arrangement
Agreement in this section. Additionally, please revise to summarize
the material terms of
your transitional services agreement and tax cooperation and
indemnification agreement
with Remainco.
Item 19. Exhibits, page 90
9. We note that you have filed as Exhibits 15.2 through 15.11 consents
from ten individuals
as qualified persons associated with the Preliminary Feasibility Study
S-K 1300 Technical
Report Summary for the Thacker Pass Project that you have filed as
Exhibit 15.1.
However, the title page, Table 2-1, and Table 2-2 of the Technical
Report Summary
include the names of eight third party consulting firms as the
responsible parties for
various sections of the Technical Report Summary, although Daniel Roth
is also
specifically identified as a qualified person on page 242.
Please consult with the qualified persons involved and arrange to
obtain and file a
Technical Report Summary that includes signatures of the appropriate
qualified person
firms and individuals, to comply with Item 1302(b)(1) of Regulation
S-K, and address the
requirements in Item 1302(b)(4)(iii) of Regulation S-K, regarding
consents of such third-
party qualified person firms, if such firms have signed the Technical
Report Summary.
The consents of individual qualified persons should be updated to
include the names of
the third party firm employers.
Jonathan Evans
1397468 B.C. Ltd.
April 4, 2023
Page 4
Financial Statements, page F-3
10. Please update your filing to include audited financial statements for the
fiscal year ended
December 31, 2022 to comply with Item 8.A.4 of Form 20-F.
Exhibits
11. We note that LAC North America has certain commitments for royalty and
other
payments to be made on the Thacker Pass project as set out on page F-17.
Please ensure
you discuss these royalty provisions in response to Item 5 of Form 20-F
and file
agreements relating to these royalty provisions as exhibits or advise.
General
12. You indicate on the cover page that you qualify as an emerging growth
company.
Please revise your registration statement to describe how and when you
may lose
emerging growth company status and provide a brief description of the
exemptions
available to you as an emerging growth company.
13. Please provide an analysis of whether the distribution of Common Shares
of the Company
to the shareholders of LAC constitutes a sale under Section 2(a)(3) of
the Securities Act.
In this regard, explain whether the transactions in connection with the
distribution would
fundamentally alter the nature of LAC shareholders investment such
that the shareholders
are providing value for the Company s shares. For example, discuss the
shareholders
economic and voting interests in LAC prior to the transactions compared
to their
economic and voting interests in Remainco and the Company after the
transactions. In
order to assist us in our assessment, please file the arrangement
agreement, or a form of
this agreement, as soon as practicable.
You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl
Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. For questions regarding comments on
engineering
matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610.
Please contact
Claudia Rios, Staff Attorney, at (202) 551-8770 or Mitchell Austin, Acting
Legal Branch Chief,
at (202) 551-3574 with any other questions.
Sincerely,
FirstName LastNameJonathan Evans
Division of
Corporation Finance
Comapany Name1397468 B.C. Ltd.
Office of Energy &
Transportation
April 4, 2023 Page 4
cc: James Guttman
FirstName LastName