SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
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 |
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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
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
__________________________________________________________________________
(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 V14 E370 | ||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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:
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).
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 2.01 | Completion 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 9.01 | Financial 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: | ||
Name: | Gilberto Antoniazzi | |
Title: | Chief Financial Officer, Vice President and Treasurer |
Dated: February 28, 2024
This ‘8-K12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/28/24 | |||
For Period end: | 1/4/24 | 25-NSE, 3, 4, 4/A, 8-K12B, S-8 | ||
12/20/23 | 8-K | |||
11/5/23 | ||||
9/30/23 | ||||
8/2/23 | 425 | |||
5/10/23 | ||||
12/31/22 | ||||
List all Filings |