LITHIUM AMERICAS CORP. 8-K

What Happened
Lithium Americas Corp. (LAC) filed an 8‑K disclosing that, on January 30, 2026, it entered into an Omnibus Waiver, Consent and Amendment (OWCA) and related transaction documents with the U.S. Department of Energy (DOE), certain LAC subsidiaries and General Motors (GM). Under those documents the DOE received amended and restated warrants: (i) a Company warrant to buy common shares of LAC and (ii) a JV warrant to buy non‑voting units of the LAC‑GM joint venture (LAC‑GM). The filing also includes a registration rights agreement, a put/call/exchange agreement between DOE and GM Holdings, and an amended JV limited liability agreement.

Key Details

• A&R Company Warrant: right to purchase up to 18,268,687 common shares (equal to 5% of LAC’s outstanding shares as of Jan 30, 2026) at $0.01 per share; 10‑year term; customary anti‑dilution protections.
• A&R JV Warrant: right to purchase 8,656,509,695 non‑voting JV units (equal to a 5% economic interest in LAC‑GM as of Jan 30, 2026) at $0.0001 per unit; 10‑year term.
• Registration Rights: LAC must file a resale registration statement (Form S‑3 or, if unavailable, another appropriate form such as Form S‑1) for the shares underlying the warrants on or before June 30, 2026; includes demand and piggy‑back rights and customary expense/indemnity obligations.
• Put/Call/Exchange mechanics: DOE can require GM Holdings to buy the JV warrant or, if no sale price is agreed or sale not completed within specified timeframes, to exchange the JV warrant for company warrants so DOE would hold a percentage of LAC common shares equal to its JV economic interest; GM has a reciprocal call right after certain project completion milestones.
• Corporate terms: the JV’s LLC agreement was amended to set Non‑Voting Unit rights and require most capital contributions at fair market value. Warrants were issued in transactions exempt from SEC registration (Section 4(a)(2) / Regulation D).

Why It Matters
These agreements give the DOE an option position that could translate into an economic and potentially voting interest tied to LAC and its LAC‑GM joint venture. If exercised and exchanged, the DOE could own the economic equivalent of about 5% of the JV and potentially a roughly 5% stake in LAC common shares, which may dilute existing shareholders. The registration rights mean DOE would have a path to resell shares after LAC files the required registration statement (by June 30, 2026). The put/call/exchange provisions and amended JV terms also create a defined process for converting JV interests into company equity or a sale to GM, which is material to investors because it affects future ownership, capital contribution obligations and potential liquidity of the DOE position.