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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Lithium Argentina AG (Name of Issuer) |
Common Shares, $0.01 par value (Title of Class of Securities) |
H5012F103 (CUSIP Number) |
John S. Kim
General Motors Holdings LLC, 1240 Woodward Avenue,
Detroit, MI, 48265
(313) 667-2303
General Motors Holdings LLC, 1240 Woodward Avenue,
Detroit, MI, 48265
(313) 667-2303
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/26/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | H5012F103 |
| 1 |
Name of reporting person
GENERAL MOTORS HOLDINGS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | H5012F103 |
| 1 |
Name of reporting person
GENERAL MOTORS COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment No. 3 (this "Amendment No. 3") to Schedule 13D relates to the common shares, $0.01 par value ("Common Shares"), of Lithium Argentina AG (formerly "Lithium Americas (Argentina) Corp."), a Swiss share corporation (the "Issuer"), and amends the initial statement on Schedule 13D, filed on February 28, 2023, as amended by Amendment No. 1, filed on March 29, 2023 and Amendment No. 2, filed on October 12, 2023 (the "Prior Statement," and as amended by this Amendment No. 3, the "Schedule 13D"), by General Motors Holdings LLC, a Delaware limited liability company ("GM Holdings"), and General Motors Company, a Delaware corporation ("GM" and, collectively with GM Holdings, the "Reporting Persons").
This Amendment No. 3 is being filed to report a decrease in the number of Common Shares beneficially owned by the Reporting Persons, as a result of the sale of Common Shares on March 26, 2026. As a result of the foregoing, the Reporting Persons no longer beneficially own more than 5% of the outstanding Common Shares of the Issuer.
Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Prior Statement. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Prior Statement.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, $0.01 par value | |
| (b) | Name of Issuer:
Lithium Argentina AG | |
| (c) | Address of Issuer's Principal Executive Offices:
DAMMSTRASSE 19, Zug,
SWITZERLAND
, 6300. | |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D relates to the Common Shares of the Issuer. The principal executive offices of the Issuer are located at Dammstrasse 19, 6300 Zug, Switzerland.
On October 3, 2023, the Issuer completed the planned separation of its U.S. and Argentina businesses (the "Separation"), pursuant to which two public companies were established. As a result of the Separation, the Issuer changed its name from "Lithium Americas Corp." to "Lithium Americas (Argentina) Corp." and established a new publicly traded entity, named "Lithium Americas Corp." ("Spinco"). In connection with the Separation, the Issuer transferred the Thacker Pass lithium project located in Humboldt County, Nevada (the "Thacker Pass Project") to Spinco.
On January 23, 2025, the Issuer completed a plan of arrangement under the laws of the province of British Columbia (the "Arrangement") involving the Issuer's continuation from the province of British Columbia under the name "Lithium Americas (Argentina) Corp." into Zug, Canton of Zug, Switzerland, as a Swiss share corporation under the name "Lithium Argentina AG." Following the Arrangement, the shareholders of the Issuer prior to the Arrangement continued to hold all the issued and outstanding registered common shares of the Issuer.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated as follows:
(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 ownership of any Common Shares. | |
| (c) | On March 26, 2026, GM Holdings sold 15,002,245 Common Shares in a block sale transaction at a price of $5.85 per share.
Except as disclosed in this Item 5(c), 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) | On March 26, 2026, as a result of the sale of Common Shares reported in Item 5(c), the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's outstanding Common Shares. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended by deleting Exhibit 99.1 and Exhibit 99.2 thereto and inserting the following exhibits in their place:
Exhibit Description
99.1 Joint Filing Agreement, dated March 30, 2026, by and between the Reporting Persons
99.2 Directors and Executive Officers of GM and GM Holdings | ||
| SIGNATURE | |
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.
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