• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form 40-F filed by Sigma Lithium Corporation

    3/31/25 6:29:41 AM ET
    $SGML
    Metal Mining
    Basic Materials
    Get the next $SGML alert in real time by email
    sgml20241231c_40f.htm
    0001848309 false --12-31 FY 2024 0001848309dei:BusinessContactMember2024-01-012024-12-31
     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    __________________

     

    FORM 40-F

    __________________

     

    ☐         Registration Statement pursuant to Section 12 of the Securities Exchange Act of 1934

     

    or

     

    ☒         Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

     

    For the fiscal year ended December 31, 2024
    Commission File Number: 001-40786

    __________________

     

    SIGMA LITHIUM CORPORATION
    (Exact name of Registrant as specified in its charter)

    __________________

     

    Canada

     

    1000

     

    Not Applicable

    (Province or other jurisdiction of
    incorporation or organization)

     

    (Primary Standard Industrial
    Classification Code Number)

     

    (I.R.S. Employer Identification

    Number)

     ​

    Av. Nove de Julho, nº 4.939, cj. 93 (Parte)
    São Paulo, SP, Brazil
    Tel: +55 11-2985-0089
    (Address and telephone number of Registrant’s principal executive offices)

     

    C T Corporation System 
    28 Liberty Street
    New York, New York 10005
    Telephone: (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 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

    SGML

    The 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

     ​

    Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

     

    111,267,279 Common Shares outstanding as of December 31, 2024

     

    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. ☐

     

     

     

    1

     

    †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-1(b). ☐

     ​

     ​

     

     

     

     

    2

     

     
     

    INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

     

    The Management’s Report on Internal Control over Financial Reporting is filed in Exhibit 99.2 hereto which contains the link to the Management’s Discussion and Analysis for the year ended December 31, 2024, incorporated herein by reference.

     

    MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND PROCEDURES

     

    The Management’s Report on Internal Control over Financial Reporting is filed in Exhibit 99.2 hereto which contains the link to the Management’s Discussion and Analysis for the year ended December 31, 2024, 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 its Audit Committee. The Board has determined that Eugênio De Zagottis is an audit committee financial expert and is independent, as that term is defined 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 make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on 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 member of the Audit Committee or Board.

     

    CODE OF ETHICS

     

    The Board has adopted a written code of business conduct and ethics (the “Code”), which applies to the Board and all officers and employees of the Company, including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller. There were no waivers granted in respect of the Code during the fiscal year ended December 31, 2024. The Code is posted on the Company’s website at www.sigmalithiumresources.com. If there is an amendment to the Code, or if a waiver of the Code is granted to any of Company’s principal executive officers, principal financial officer, principal accounting officer or controller, the Company intends to disclose any such amendment or waiver by posting such information on the Company’s website. Unless and to the extent specifically referred to herein, the information on the Company’s website shall not be deemed to be incorporated by reference in this Annual Report.

     

     

    PRINCIPAL ACCOUNTANT FEES AND SERVICES

     

    Grant Thornton Auditores Independentes Ltda., São Paulo, Brazil, Audit Firm ID: 5270, acted as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. Prior to that, KPMG Auditores Independentes Ltda., São Paulo, Brazil, Audit Firm ID: 1124, acted as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. See page 81 of the Company’s Annual Information Form, which is attached hereto as Exhibit 99.1, for the total amount billed to the Company by Grant Thornton Auditores Independentes Ltda. and KPMG Auditores Independentes Ltda. for services performed in the last two fiscal years by category of service (for audit fees, audit-related fees, tax fees and all other fees).

     

    AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

     

    See page 81 of the Company’s Annual Information Form, which is attached hereto as Exhibit 99.1. No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

     

     

    3

     

     

     

    OFF-BALANCE SHEET ARRANGEMENTS

     

    The information included in “Financial risk factors—Market Risk” attached hereto as Exhibit 99.2 which contains the link to the Management’s Discussion and Analysis for the year ended December 31, 2024, incorporated herein by reference.

     

    IDENTIFICATION OF THE AUDIT COMMITTEE

     

    The Board has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and satisfies the requirements of Exchange Act Rule 10A-3. The Company’s Audit Committee is comprised of Eugênio De Zagottis, Alexandre Rodrigues Cabral and Junaid Jafar, all of whom, in the opinion of the Company’s Board of Directors, are independent (as determined under Rule 10A-3 of the Exchange Act and the Nasdaq Rules) and all of whom are financially literate.

     

    CORPORATE GOVERNANCE PRACTICES

     

    There are certain differences between the corporate governance practices applicable to the Company and those applicable to U.S. companies under the Nasdaq Corporate Governance Requirements. A summary of the significant differences can be found on the Company’s website at www.sigmalithiumresources.com. Information contained in or otherwise accessible through the Company’s website does not form part of this Annual Report and is not incorporated into this Annual Report by reference.

     

    MINE SAFETY DISCLOSURE

     

    Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the fiscal year ended December 31, 2024, the Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

     

    DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

     

    The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Annual Report in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

     

    Disclosure regarding the Company’s mineral properties, including with respect to mineral reserve and mineral resource estimates included in this Annual Report, was prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 differs significantly from the disclosure requirements of the SEC generally applicable to U.S. companies. Accordingly, information contained in this Annual Report is not comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements.

     

    INCORPORATED DOCUMENTS

     

    Annual Information Form

     

    The Company’s AIF is filed as Exhibit 99.1 to this Annual Report.

     

    4

     

     

    Management’s Discussion and Analysis

     

    The Company’s management’s discussion and analysis (“MD&A”) is filed as Exhibit 99.2 to this Annual Report.

     

    Audited Annual Financial Statements

     

    The Company’s consolidated financial statements and auditor’s reports thereon are filed as Exhibit 99.3 to this Annual Report.

     

    Technical Report on the Grota do Cirilo Lithium Project, Aracuai and Itinga Regions, Minas Gerais, Brazil

     

    The Company’s Technical Report on the Grota do Cirilo Lithium Project, Aracuai and Itinga Regions, Minas Gerais, Brazil (“Technical Report”) is filed as Exhibit 99.4 to this Annual Report, and the consent of the qualified persons who reviewed the Technical Report are filed as Exhibits 99.5, 99.6, 99.7, and 99.8 to this Annual Report.

     

     

     

     

     

     

     

     

     

    5

     

     

    UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

     

    A. Undertaking

     

    The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission 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.

     

    B. Consent to Service of Process

     

    The Company has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this Annual Report arises.

     

     ​

     

     

     

     

     

     

     

     

    6

     

     

    EXHIBIT INDEX

     ​

    ​

    ​

    ​

    Exhibit No.

     

    Description

    99.1

     

    Annual Information Form for the year ended December 31, 2024

    99.2

     

    Management’s Discussion and Analysis for the year ended December 31, 2024

    99.3

     

    Consolidated financial statements for the years ended December 31, 2024 and 2023

    99.4

     

    Technical Report on the Grota do Cirilo Lithium Project, Aracuai and Itinga Regions, Minas Gerais, Brazil

    99.5

     

    Consent of Marc-Antoine Laporte, P.Geo., M.Sc. to the Technical Report

    99.6

     

    Consent of William van Breugel, P. Eng. to the Technical Report

    99.7

     

    Consent of Johnny Canosa, P. Eng. to the Technical Report

    99.8

     

    Consent of Joseph Keane, P. Eng. to the Technical Report

    99.9

     

    Certificate of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    99.10

     

    Certificate of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    99.11

     

    Certificate of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    99.12

     

    Certificate of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    99.13

     

    Consent of Grant Thornton Auditores Independentes Ltda., Independent Registered Public Accounting Firm

    99.14

     

    Consent of KPMG Auditores Independentes Ltda., Independent Registered Public Accounting Firm

    99.15

     

    Consent of Marc-Antoine Laporte, P.Geo., M.Sc.

    99.16

     

    Consent of William van Breugel, P. Eng.

    99.17

     

    Consent of Johnny Canosa, P. Eng.

    99.18

     

    Consent of Joseph Keane, P. Eng.

    101

     

    Interactive Data File (formatted as Inline XBRL)

    104

     

    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

     

     

     ​

    7

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Exchange Act, Sigma Lithium Corporation certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

     

    Dated: March 31, 2025

     

    SIGMA LITHIUM CORPORATION

     

    By:

    /s/ Ana Cristina Cabral
     

    Name:

    Ana Cristina Cabral

     

    Title:

    Chief Executive Officer

     

     ​

     ​

     

    8
     
    Get the next $SGML alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $SGML

    DatePrice TargetRatingAnalyst
    12/6/2023$37.00Buy
    BofA Securities
    4/18/2023Speculative Buy → Buy
    Canaccord Genuity
    1/20/2023Outperform
    BMO Capital Markets
    1/6/2022Buy
    B of A Securities
    1/6/2022$14.00Buy
    BofA Securities
    More analyst ratings