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Arcadium Lithium plc – ‘8-K12B/A’ for 1/4/24

On:  Wednesday, 2/28/24, at 4:20pm ET   ·   For:  1/4/24   ·   Accession #:  950103-24-3023   ·   File #:  1-41907

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Arcadium Lithium plc              8-K12B/A:2, 1/04/24   11:607K                                   Davis Polk & … LLP 01/FA

Amendment to Notice of Securities Deemed to be Registered by a Successor Issuer   —   Form 8-K   —   § 12(b) – SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K12B/A    Amendment to Notice of Securities Deemed to be      HTML     31K 
                Registered by a Successor Issuer                                 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    363K 
 6: R1          Cover                                               HTML     53K 
 8: XML         IDEA XML File -- Filing Summary                      XML     12K 
11: XML         XBRL Instance -- dp207330_8k12ba_htm                 XML     18K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      9K 
 4: EX-101.LAB  XBRL Labels -- altm-20240104_lab                     XML     96K 
 5: EX-101.PRE  XBRL Presentations -- altm-20240104_pre              XML     64K 
 3: EX-101.SCH  XBRL Schema -- altm-20240104                         XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
10: ZIP         XBRL Zipped Folder -- 0000950103-24-003023-xbrl      Zip     60K 


‘8-K12B/A’   —   Amendment to Notice of Securities Deemed to be Registered by a Successor Issuer


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_______________________________________________________________________

 

FORM 8-K/A

 

Amendment No. 1

_______________________________________________________________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  i January 4, 2024

 

__________________________________________________________________________

 

 i ARCADIUM LITHIUM PLC

(Exact name of registrant as specified in its charter)

 

__________________________________________________________________________

 

Bailiwick of  i Jersey  i 001-41907  i 98-1737136

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

     

 i Suite 12,  i Gateway Hub

 i Shannon Airport House

 i Shannon, Co. Clare

 i Ireland

   i V14 E370
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:

+ i 353  i 1  i 6875238

 

Not Applicable

(Former name or former address, if changed since last report)

 

__________________________________________________________________________

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
 i Ordinary Shares, par value $1.00 per share  i ALTM  i New York Stock Exchange

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 i  Written communications pursuant to Rule 425 under the Securities Act
   
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  i 

 

If an emerging growth company, 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.

 

 

 

Introductory Note

 

 i This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 2.01 and Item 9.01 of the Current Report on Form 8-K originally filed by Arcadium Lithium plc (the “Company”) on January 4, 2024 (the “Original 8-K”), in which the Company reported, among other things, the consummation of the merger of equals between Livent Corporation and Allkem Limited (the “Allkem Livent Merger”) pursuant to a Transaction Agreement, dated as of May 10, 2023, as amended by the Amendment to Transaction Agreement, dated as of August 2, 2023, the Second Amendment to Transaction Agreement, dated as of November 5, 2023, and the Third Amendment to Transaction Agreement, dated as of December 20, 2023 (as amended, the “Transaction Agreement”), by and among Livent Corporation, Allkem Limited, the Company, Lightning-A Merger Sub, Inc. and Arcadium Lithium Intermediate IRL Limited. As a result of the Allkem Livent Merger, Livent Corporation and Allkem Limited became wholly-owned subsidiaries of the Company.

 

This Amendment No. 1 amends the Original 8-K to amend the Company’s unaudited pro forma financial information included in the Original 8-K, in order to reflect updated purchase price accounting for the Allkem Livent Merger in accordance with the requirements of Article 11 of Regulation S-X.

 

This Amendment No. 1 does not amend any other item of the Original 8-K and all other information previously reported in or filed with the Original 8-K is hereby incorporated by reference into this Amendment No. 1.

 

The pro forma financial information included as Exhibit 99.1 to this Amendment No. 1 has been presented for illustrative purposes only and is not intended to and does not purport to represent what the Company’s actual results or financial condition would have been if the Allkem Livent Merger had occurred on the relevant date, and is not intended to project the future results or financial condition that the Company may achieve.

 

Item 2.01Completion of Acquisition or Disposition of Assets.

 

The Company hereby amends Item 2.01 of the Original 8-K to add the following:

 

The Company is filing unaudited pro forma condensed combined financial information of the Company, giving effect to the Allkem Livent Merger, which includes the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and unaudited pro forma condensed combined statements of income for the year ended December 31, 2022 and the nine months ended September 30, 2023 and the related notes, which are filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(b) Pro Forma Financial Information.

 

The following unaudited pro forma condensed combined financial information of the Company are included as Exhibit 99.1 hereto and incorporated into this Item 9.01 by reference:

 

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023;

 

Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2022 and nine months ended September 30, 2023; and

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

 

(d) Exhibits.    
     

Exhibit 

Number

   Description of Exhibit
   
99.1    Unaudited pro forma condensed combined financial information of Arcadium Lithium plc
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ARCADIUM LITHIUM PLC  
   
By:

/s/ Gilberto Antoniazzi

 
Name: Gilberto Antoniazzi  
Title: Chief Financial Officer, Vice President and Treasurer  

 

Dated: February 28, 2024

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K12B/A’ Filing    Date    Other Filings
Filed on:2/28/24
For Period end:1/4/2425-NSE,  3,  4,  4/A,  8-K12B,  S-8
12/20/238-K
11/5/23
9/30/23
8/2/23425
5/10/23
12/31/22
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