Arcadium Lithium (ALTM) S-4Registration of securities issued in business combination transactions

You are cordially invited to attend a special meeting of stockholders (the “Livent Special Meeting”). We will hold the meeting virtually via live webcast on [ ], 2023, at [ : ] Eastern time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/LTHM2023SM. There will be no physical location for stockholders to attend. The purpose of the Livent Special Meeting is to consider and vote upon the following proposals:

Accompanying this Notice of Special Meeting of Stockholders is a proxy statement/prospectus, which describes these proposals in more detail, and a form of proxy, which allows you to vote on these proposals. Please carefully review these materials, including the annexes to and information incorporated by reference into the proxy statement/prospectus. The Livent Board unanimously recommends that Livent stockholders vote “FOR” each of these proposals.

We welcome you to virtually attend the Livent Special Meeting, but whether or not you plan to attend, please submit your completed proxy via phone, mail or internet as soon as possible. Proxies are revocable and will not affect your right to vote during the special meeting in the event that you revoke the proxy and attend the virtual meeting. Instructions on how to vote are found in the sections titled “Information About the Livent Special Meeting—Voting of Proxies; Incomplete Proxies” and “Information about the Livent Special Meeting—Shares Held in Street Name and Broker Non-Votes” beginning on page 71 of the proxy statement/prospectus.

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by NewCo, constitutes a prospectus of NewCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the NewCo Shares to be issued to Livent stockholders pursuant to the Transaction Agreement.

This document also constitutes a proxy statement of Livent under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Livent Special Meeting, at which Livent stockholders will be asked to consider and vote upon the Livent Transaction Agreement Proposal, the Livent Advisory Compensation Proposal, the NewCo Advisory Governance Documents Proposals and the Livent Adjournment Proposal, each as described in more detail herein under “Information About the Livent Special Meeting.” NewCo Shares and CDIs to be issued in the transaction to holders of Allkem shares will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act based on the approval of the scheme by the Court.

NewCo has supplied all information contained in this proxy statement/prospectus relating to NewCo, Livent has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Livent and Allkem has supplied all information contained in this proxy statement/prospectus relating to Allkem.

No person has been authorized to provide you with information that is different from what is contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated   , 2023 and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Livent stockholders nor the issuance by NewCo of NewCo Shares pursuant to the Transaction Agreement will create any implication to the contrary.

A copy of this document has been delivered to the Jersey Registrar of Companies (the “Registrar”) in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission (“JFSC”) has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of NewCo Shares. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947 against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Registrar nor the JFSC takes any responsibility for the financial soundness of NewCo or for the correctness of any statements made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. The current directors of NewCo have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All such directors accept responsibility accordingly. It should be remembered that the price of securities and the income from them can go down as well as up.

Nothing in this document or anything communicated to holders or potential holders of the NewCo Shares or CDIs is intended to constitute or should be construed as advice on the merits of, the purchase of or subscription for, NewCo Shares or CDIs or the exercise of any rights attached to them for the purposes of the Financial Services (Jersey) Law 1998.

This proxy statement/prospectus incorporates important business and financial information about Livent from other documents that Livent has filed with the SEC, and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Where You Can Find More Information” beginning on page 260 of this proxy statement/prospectus. This information is available for you to review on the SEC’s website at www.sec.gov.

Any person may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning Livent, without charge, by written or telephonic request directed to Livent Corporation, 1818 Market Street, Suite 2550, Philadelphia, Pennsylvania 19103, Telephone: (215) 299-5900; or Morrow Sodali, LLC, Livent’s proxy solicitor, by calling toll-free at (800) 662-5200 or via email at Livent@info.morrowsodali.com.

Neither Allkem nor NewCo currently file reports with the SEC. Following the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, NewCo will file annual, quarterly and current reports and other information with the SEC. SEC filings of NewCo will be available to the public at the SEC website at www.sec.gov.

The historical financial information of Livent included or incorporated by reference in this proxy statement/prospectus has been derived from the audited consolidated financial statements of Livent as of December 31, 2022 and 2021 and for each of the three years ended December 31, 2022, 2021 and 2020, which are included in the section entitled “Financial Statements and Supplementary Data” of Livent’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 24, 2023 incorporated by reference herein, as well as from the unaudited interim condensed consolidated financial statements as of March 31, 2023 and for the three month periods ended March 31, 2023 and 2022, which are included in Livent’s Quarterly Report on Form 10-Q for the three months ended March 31, 2023 incorporated by reference herein.

The historical financial information of Allkem included in this proxy statement/prospectus has been derived from the audited consolidated financial statements of Allkem as of June 30, 2022 and 2021 and for each of the three fiscal years ended June 30, 2022, 2021 and 2020, as well as from the unaudited interim condensed consolidated financial statements as of December 31, 2022 and for the six month periods ended December 31, 2022 and 2021.

The unaudited pro forma condensed combined balance sheet included in this proxy statement/prospectus as of March 31, 2023, gives effect to the transaction as if the transaction had been completed on March 31, 2023, and combines the unaudited condensed consolidated balance sheet of Livent as of March 31, 2023, with Allkem’s unaudited consolidated balance sheet as of December 31, 2022.

The unaudited pro forma condensed combined statement of operations included in this proxy statement/prospectus for the three months ended March 31, 2023 and the year ended December 31, 2022, give effect to the transaction as if it had occurred on January 1, 2022, the first day of Livent’s fiscal year ended December 31, 2022 and combines the historical results of Livent and Allkem. The unaudited pro forma condensed combined statement of operations included in this proxy statement/prospectus for the fiscal year ended December 31, 2022, combines Livent’s audited consolidated statement of operations for the fiscal year ended December 31, 2022, and Allkem’s unaudited combined statement of profit or loss for the twelve months ended December 31, 2022, calculated as the audited consolidated statement of profit or loss for the year ended June 30, 2022, less the unaudited interim consolidated statement of profit or loss for the six months ended December 31, 2021, plus the unaudited interim consolidated statement of profit or loss for the six months ended December 31, 2022. The unaudited pro forma condensed combined statement of operations included in this proxy statement/prospectus for the three months ended March 31, 2023 has been prepared on a one-quarter lag basis and combines Livent’s interim unaudited consolidated statement of operations for the three months ended March 31, 2023, with Allkem’s unaudited statement of profit or loss for the three months ended December 31, 2022.

For purposes of the unaudited pro forma condensed combined financial information, the applicable historical financial statements of Allkem have been reclassified to align to the financial statement presentation of Livent, adjusted for differences between IFRS and GAAP and adjusted for Livent’s accounting policies for material accounting policy differences. Further, the unaudited pro forma condensed combined financial information includes transaction accounting adjustments which are necessary to account for the transaction in accordance with GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that Livent’s management believes are reasonable. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Certain numerical amounts included in this proxy statement/prospectus have been rounded for consistency of presentation. Certain totals in the tables included in this proxy statement/prospectus may not add up due to rounding.

References in this proxy statement/prospectus to “$,” “U.S.$” or “USD” are to U.S. dollars, references to “A$” or “AUD” are to Australian dollars and references to “€”or “EUR” are to euros.

The registration statement on Form S-4, of which this proxy statement/prospectus forms a part, and the documents incorporated by reference herein, contain “forward-looking statements,” including within the meaning of U.S. securities laws, with respect to, among other things, the businesses, strategies and plans of NewCo, Livent and Allkem, the future performance of the combined company, the perceived and potential synergies and other benefits of the transaction, and expectations around the financial impact of the transaction on NewCo’s financials, the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of the parties, the anticipated timing for and outcome and effects of the transaction (including expected benefits to stockholders of Livent and Allkem), anticipated production, production capacity or construction or development commencement dates, costs or production outputs, capital expenditure and future demand for lithium, market and industry trends, expectations for the ongoing development and growth potential of NewCo and the future operation of Allkem, Livent and NewCo. Forward-looking statements may be accompanied by words such as “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “aim,” “potential,” “may,” “will,” “would,” “could,” “considered,” “likely,” “projection,” “future,” “forecast,” “guidance” or similar words, phrases or expressions, including variations of these words, phrases and expressions, but these are not the exclusive means of identifying such statements. Forward-looking statements are not statements of historical fact and actual events and results may differ materially from those contemplated by the forward-looking statements as a result of a variety of known and unknown risks, uncertainties, and other factors. While NewCo, Livent and Allkem believe the expectations, assumptions, estimates and projections respectively stated by them are reasonable, based on the assumptions made by and information currently available to the management of NewCo, Livent and Allkem, respectively, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the control of NewCo, Livent and Allkem. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and depend upon future circumstances that may or may not occur. Known and unknown risks, uncertainties and other factors may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statements. Actual results may differ materially from forward-looking statements and the current expectations of NewCo, Livent and Allkem depending upon a number of factors, including, but not limited to, risks, uncertainties and other factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” and in the section entitled “Risk Factors” in Livent’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference herein, as well as those discussed in Livent’s periodic public filings with the SEC, including factors contained or incorporated by reference into such documents and in subsequent filings by Livent with the SEC, and the risks and uncertainties of, and other factors relating to, the following:

The foregoing list of risks, uncertainties and other factors is not exhaustive. You should carefully consider the foregoing risks, uncertainties and other factors and the other risks, uncertainties and factors that affect the parties’ businesses, including those described in this proxy statement/prospectus, and information contained in or incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 260 of this proxy statement/prospectus.

None of NewCo, Livent or Allkem is under any obligation, and each expressly disclaim, any obligation, to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. Persons reading this proxy statement/prospectus are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Livent, Allkem, NewCo and Merger Sub have entered into the Transaction Agreement, pursuant to which Allkem shareholders and Livent stockholders will hold approximately 56% and 44%, respectively, of NewCo Shares (either directly or through CDIs) upon the completion of the transaction. The consideration that Livent stockholders will receive upon completion of the transaction is a fixed number of NewCo Shares for each Livent Share held, not a number of shares that will be determined based on a fixed market value. Prior to the effective time, there has not been and will not be an established public trading market for NewCo Shares. The market value of NewCo Shares will reflect the combination of Livent and Allkem. The merger consideration will not be adjusted to reflect any changes in the market value of Allkem Shares, the exchange rate between the Australian dollar and the U.S. dollar or the market value of Livent Shares.

Changes in Livent’s or Allkem’s share price may result from a variety of factors, including, among others, changes in Livent’s or Allkem’s respective businesses, operations or prospects, regulatory considerations, governmental actions, legal proceedings, the timing of the transaction and general business, market, industry, political or economic conditions. Many of these factors are beyond Livent’s or Allkem’s control, and will influence the ultimate value of NewCo Shares and the merger consideration. Livent stockholders will neither know nor be able to calculate the value of the merger consideration they will receive upon completion of the transaction. Neither Allkem nor Livent is permitted to terminate the Transaction Agreement solely because of changes in currency exchange rates or in the market prices of Livent Shares or Allkem Shares.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Transaction Agreement. These include, among others, (a) the approval by the Court of the scheme pursuant to the Australian Corporations Act; (b) the Allkem Shareholder Approval having been duly obtained at the scheme meeting; (c) the Livent Stockholder Approval having been duly obtained at the Livent Special Meeting; (d) the NYSE having approved the listing of the NewCo Shares, subject to official notice of issuance, and the ASX having provided approval for the admission of NewCo as a foreign exempt listing to the official list of ASX and the approval for official quotation of the CDIs; (e) all applicable governmental consents under specified antitrust and investment screening laws having been obtained and remaining in full force and effect and all applicable waiting periods having expired, lapsed or been terminated (as applicable); (f) the registration statement on Form S-4 of which this proxy statement/prospectus forms a part having become effective; (g) no governmental entity of a competent jurisdiction having issued any order that is in effect and restrains, enjoins or otherwise prohibits the consummation of the transaction and no governmental entity having jurisdiction over any party having adopted any law that is in effect and

In addition, if the scheme effectiveness has not occurred by February 10, 2024 (subject to extension by either party until May 10, 2024 in order to obtain antitrust or investment screening law or other regulatory approvals), either Livent or Allkem may choose to terminate the Transaction Agreement. However, this right to terminate the Transaction Agreement will not be available to Livent or Allkem if such party has materially breached the Transaction Agreement and the breach is the principal cause of the failure of the scheme effectiveness to have occurred prior to such date. Livent or Allkem may elect to terminate the Transaction Agreement in certain other circumstances, including if the Allkem shareholders or Livent stockholders fail to approve the transaction at their respective shareholder meetings, and Livent and Allkem can mutually decide to terminate the Transaction Agreement at any time prior to the effective time, before or after the required approval by the Allkem shareholders or the Livent stockholders. For more information, see the sections entitled “The Transaction Agreement—Conditions That Must Be Satisfied or Waived for the Transaction to Occur” and “The Transaction Agreement—Termination of the Transaction Agreement.”

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions relating to the receipt of consents under specified antitrust and investment screening laws, as well as the absence of any orders issued or laws adopted by governmental entities having competent jurisdiction that restrain, enjoin, prohibit or make illegal the completion of the transaction. As a result of these conditions, various consents, orders and approvals must be obtained from regulatory and governmental entities as described in the section “The Transaction—Regulatory Approvals.” Livent and Allkem have made, or will make, various filings and submissions with governmental entities in connection with, and pursuant to, the Transaction Agreement and are pursuing all required consents in accordance with the terms of the Transaction Agreement. However, the required consents may not be obtained in a timely manner or at all and, as a result, the necessary conditions to closing the transaction may not be satisfied or may be delayed. As addressed further below, regulatory and governmental entities may impose conditions on the granting of consents and if regulatory and governmental entities seek to impose conditions, lengthy negotiations may ensue among the regulatory or governmental entities, Livent and Allkem. The process of obtaining these consents could delay the completion of the transaction and any such conditions may not be satisfied for an extended period of time following the Livent Special Meeting and the Allkem scheme meeting, if at all.

Regulatory and governmental entities may impose conditions on the granting of consents required in connection with the transaction. The conditions imposed by regulatory and governmental entities on the granting of consents, orders and approvals may require divestitures of certain divisions, operations or assets of Livent or Allkem and may impose costs, limitations or other restrictions on the conduct of the business of NewCo, Livent or Allkem. Under the Transaction Agreement, each of Livent and Allkem has agreed to cooperate with each other and use their respective

Compliance with any conditions imposed by regulatory and governmental entities may reduce the anticipated benefits of the transaction, which could also have an adverse effect on NewCo’s business, cash flows and results of operations, and neither Allkem nor Livent can predict what, if any, changes may be required by regulatory or governmental authorities whose consents, orders or approvals are required.

The Livent Special Meeting may take place before all of the required regulatory approvals for the transaction have been obtained and before all conditions to such approvals, if any, are known. Nevertheless, if the Livent Transaction Agreement Proposal is approved by the Livent stockholders, Livent and Allkem would not be required to seek further approval of the Livent stockholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect either on Livent or Allkem before completing the transaction or on NewCo after completing the transaction.

Furthermore, the conditions set forth in the Transaction Agreement may be waived by Livent and Allkem to the extent permitted by applicable law. If any conditions are waived, Livent will evaluate whether an amendment of this proxy statement/prospectus and re-solicitation of proxies would be warranted. Subject to applicable law, if Livent determines that re-solicitation is not warranted, the parties will have the discretion to close the transaction without seeking further approval from the Livent stockholders. Any determination of whether to waive any condition to the transaction or as to re-soliciting the Livent Stockholder Approval or amending this proxy statement/prospectus as a result of a waiver, will be made by Livent or Allkem, as applicable, at the time of the determination based on the facts and circumstances as they exist at that time.

If the Transaction Agreement is terminated in accordance with its terms and the transaction is not completed, the ongoing business of Livent may be adversely affected by a variety of factors, including the failure to pursue other beneficial opportunities during the pendency of the transaction, the failure to obtain the anticipated benefits of completing the transaction, the payment of certain costs relating to the transaction and the focus of Livent’s management on the transaction for an extended period of time rather than on ongoing business matters or other opportunities or issues. Livent’s stock price may fall as a result of any such termination, to the extent that the current price of Livent Shares reflects a market assumption that the transaction will be completed (although this is difficult to predict with any certainty). In addition, the failure to complete the transaction may result in negative publicity or a negative impression of Livent in the investment community and may affect Livent’s relationship with employees, customers, suppliers, vendors and other partners.

Livent may be required to pay Allkem a termination fee equal to $64.6 million if the Transaction Agreement is terminated under certain circumstances specified in the Transaction Agreement relating to, among other things, if the Livent Board changes its recommendation that Livent stockholders vote in favor of the transaction or if there is an intentional and material breach of certain provisions of the Transaction Agreement by Livent. Further, Livent will also be required to pay Allkem the $64.6 million termination fee if the Transaction Agreement is terminated under certain

The pendency of the transaction could cause disruptions in and create uncertainty surrounding Allkem’s and Livent’s respective businesses, including by affecting Allkem’s and Livent’s relationships with their existing and future customers, suppliers, vendors, partners, and employees, and Allkem’s and Livent’s standing with local communities, regulators, and other government officials. This could have an adverse effect on Allkem’s and Livent’s respective businesses, results of operations and financial condition, as well as the market prices of the Allkem Shares and the Livent Shares, regardless of whether the transaction is completed. In particular, Livent and Allkem could potentially lose important personnel who decide to pursue other opportunities as a result of the transaction. Any adverse effect could be exacerbated by a prolonged delay in completing this transaction. Livent and Allkem could also potentially lose customers, suppliers or vendors, existing customers, suppliers or vendors may seek to change their existing business relationships or renegotiate their contracts with Livent or Allkem or defer decisions concerning Livent or Allkem and potential customers, suppliers, or vendors could defer entering into contracts with Livent or Allkem, each as a result of uncertainty relating to the transaction. In addition, in an effort to complete the transaction, Livent and Allkem have expended, and will continue to expend, significant management resources on matters relating to the transaction, which are being diverted from Allkem’s and Livent’s day-to-day operations, and significant demands are being, and will continue to be, placed on the managerial, operational and financial personnel and systems of Livent and Allkem in connection with efforts to complete the transaction.

In the course of the due diligence review that each of Livent and Allkem conducted prior to the execution of the Transaction Agreement, Livent and Allkem may not have discovered, or may have been unable to properly quantify, certain liabilities of the other party or other factors that may have an adverse effect on the business, results of operations, financial condition and cash flows of NewCo after the consummation of the transaction or on the value of the NewCo Shares after the consummation of the transaction, and neither Livent stockholders nor Allkem shareholders will be indemnified or otherwise compensated for any of these liabilities or other adverse effects resulting from other factors. These liabilities or other factors could include, but are not limited to, those described below in “—Risks Relating to Allkem’s Business” and “—Risks Relating to Livent’s Business.”

Under the Transaction Agreement, each of Livent and Allkem is subject to a range of restrictions on the conduct of its respective business and generally must operate its business in the ordinary course of business consistent with past practice prior to completing the transaction. These restrictions may constrain Livent’s and Allkem’s ability to pursue certain business strategies. The restrictions may also prevent Livent and Allkem from pursuing otherwise attractive business opportunities, making acquisitions and investments or making other changes to their respective businesses prior to the completion of the transaction or the termination of the Transaction Agreement. Any such lost opportunities may reduce either or both companies’ competitiveness or efficiency and could lead to an adverse effect on their respective business, financial results, financial condition or share prices. See the section entitled “The Transaction Agreement—Covenants Regarding Conduct of Business” for a description of the restrictive covenants to which each of Livent and Allkem is subject.

The Transaction Agreement generally prohibits Livent, subject to certain exceptions, from initiating, soliciting, knowingly encouraging or otherwise knowingly facilitating any inquiries or the making of any proposal or offer that constitute or would reasonably be expected to lead to any Competing Proposal. Further, subject to limited exceptions

The directors and executive officers of Livent and Allkem negotiated the terms of the Transaction Agreement and the Livent Board recommended that Livent stockholders vote in favor of the Livent Proposals set forth herein, including the Livent Transaction Agreement Proposal. These directors and executive officers may have interests in the transaction that are different from, in addition to or in conflict with those of Livent stockholders and Allkem shareholders generally. These interests include, among others, the continued service of certain directors or executive officers of Livent and Allkem as directors or executive officers of NewCo, the treatment in the transaction of Livent RSUs, Livent PSUs, Livent Options, Livent Director RSUs and Allkem Performance Rights (as defined in the section entitled “The Transaction—Interests of Allkem’s Directors and Executive Officers in the Transaction—Treatment of Allkem Performance Right Awards”) and the indemnification of Livent’s and Allkem’s former directors and officers by NewCo.

Livent stockholders should be aware of these interests when they consider the recommendation of the Livent Board that they vote in favor of the Livent Proposals set forth herein, including the Livent Transaction Agreement Proposal. These interests are described in more detail in the section entitled “The Transaction—Interests of Livent’s Directors and Executive Officers in the Transaction” and “The Transaction—Interests of Allkem’s Directors and Executive Officers in the Transaction.”

Holders of Livent Shares currently have the right to vote in the election of the Livent Board and on certain other matters affecting Livent. Upon the completion of the transaction on the terms set forth in the Transaction Agreement, each holder of Livent Shares that receives NewCo Shares will become a shareholder of NewCo with a percentage ownership of the combined organization that is smaller than the shareholder’s current percentage ownership of Livent. It is expected that the former Livent stockholders, collectively, will receive shares in the transaction constituting approximately 44% of the outstanding NewCo Shares immediately following the transaction, and that the former Allkem shareholders, collectively, will hold (either directly or through CDIs), approximately 56% of the outstanding NewCo Shares. As a result, holders of Livent Shares, collectively, will have less influence on the voting outcomes at NewCo than they now have on voting outcomes at Livent, collectively.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under the Section 262 of the DGCL, holders of Livent Shares are not entitled to exercise dissenters’ or appraisal rights in connection with the merger because Livent Shares are listed on the NYSE and holders of Livent Shares (other than certain excluded shares) are not required to receive consideration other than NewCo Shares, which are

Shareholder class action lawsuits or derivative lawsuits are often brought against companies that have entered into transaction agreements. Such litigation can be costly and time consuming and can create uncertainty. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the transaction, then that injunction may delay or prevent the transaction from being completed.

One of the conditions to consummating the transaction is that no governmental entity has enacted any law or issued any order restraining, enjoining or otherwise prohibiting the consummation of the transaction. Consequently, if a party secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting Livent’s, Allkem’s or NewCo’s ability to complete the transaction on the terms contemplated by the Transaction Agreement, then such law or injunctive or other relief may prevent consummation of the transaction in a timely manner or at all. These lawsuits also have the potential to negatively impact NewCo, Livent or Allkem’s reputation.

Consistent with market practice, the Livent Board has not obtained an updated opinion from its financial advisor Gordon Dyal & Co. as of the date of this proxy statement/prospectus and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the transaction. Changes in the operations and prospects of Livent and Allkem, general market and economic conditions and other factors that may be beyond the control of Livent and Allkem, and on which Livent’s financial advisor’s opinion is based, may significantly alter the value of Livent and Allkem or the market price of Allkem Shares and Livent Shares by the time the transaction is completed. The opinion does not speak as of the time the transaction will be completed or as of any date other than the date of the opinion. Because Livent’s financial advisor will not be updating its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the transaction is completed. The Livent Board’s recommendation that Livent stockholders vote “FOR” the Livent Transaction Agreement Proposal, however, is made as of the date of this proxy statement/prospectus. For a description of the opinions that the Livent Board received from its financial advisor, see the section entitled “The Transaction—Opinion of Livent’s Financial Advisor.”

Livent and Allkem’s management will make significant accounting judgments and estimates related to the application of acquisition accounting of the transaction under GAAP, as well as the underlying valuation models. NewCo’s business, operating results and financial condition could be materially and adversely impacted in future periods if the accounting judgments and estimates prove to be inaccurate.

Upon closing of the transaction, Livent stockholders will no longer be stockholders of Livent, but will instead be shareholders of NewCo. The rights of former Livent stockholders who become NewCo shareholders will be governed by the laws of the Bailiwick of Jersey and the NewCo Organizational Documents, which will be adopted prior to the scheme effectiveness, in the applicable form attached as Annex B to this proxy statement/prospectus. The rights associated with NewCo Shares are different from the rights associated with Livent Shares. See “Comparison of the Rights of Holders of Livent Shares and NewCo Shares.” It is possible that the rights afforded to holders of NewCo Shares may provide less protection than the rights currently afforded to holders of Livent Shares in certain circumstances.

Following the exchange of Livent Shares for NewCo Shares, the former holders of Livent Shares will receive their NewCo Shares, or their cash in lieu of fractional NewCo Shares, if any, only upon surrender of all necessary documents, duly executed and on a timely basis, to a U.S. bank or trust company or other independent financial institution in the U.S. appointed by NewCo and reasonably satisfactory to Livent and Allkem (the “Exchange Agent”). Former holders of Livent Shares who fail to surrender all necessary documents, duly executed and on a timely basis, to the Exchange Agent, may experience a delay prior to receiving their NewCo Shares or their cash in lieu of fractional NewCo Shares, if any. Until the distribution of the NewCo Shares to the individual stockholder has been completed, the relevant holder of NewCo Shares will not be able to sell its NewCo Shares. Consequently, in the event that the market price for NewCo Shares decreases during that period, the relevant stockholder would not be able to stop any losses by selling the NewCo Shares. Similarly, the former holders of Livent Shares who received cash in lieu of fractional NewCo Shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed and, accordingly, they will not receive any interest payments for this time period.

Livent and Allkem have entered into the Transaction Agreement because each believes that the transaction will be beneficial to its respective businesses and stockholders and that combining the businesses of Livent and Allkem will produce benefits and cost synergies. If NewCo is not able to successfully combine the businesses of Livent and Allkem in an efficient and effective manner, the anticipated benefits and cost synergies of the transaction may not be realized fully, or at all, or may take longer to realize, or cost more, than expected, and the value of the NewCo Shares may be affected adversely. An inability to realize the full extent of the anticipated benefits of the transaction, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of NewCo, which may adversely affect the value of the NewCo Shares following the transaction.

The success of the transaction will depend on, among other things, NewCo’s ability to realize anticipated benefits from combining the businesses of Livent and Allkem. It is anticipated that the transaction will generate estimated pre-tax annual net cost synergies of approximately $125 million per year by 2027 (the majority of which is expected to be realized within three years of the transaction) (excluding the impact of approximately $40 million in estimated non-recurring costs to achieve these synergies) and one-time capital expenditure savings of approximately $200 million by the end of 2025. However, NewCo’s ability to realize these anticipated synergies and savings is dependent on a number of uncertain factors relating to combining the businesses. In addition, NewCo must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. If NewCo is not able to successfully achieve these objectives at all, or if these objectives take longer to realize than expected or involve more costs than expected, the anticipated benefits of the transaction may not be realized and NewCo’s future results and market value may be materially and adversely affected.

NewCo must successfully combine the businesses of Livent and Allkem in a manner that permits anticipated benefits to be realized. The combination of two independent companies is a complex, costly and time-consuming process. As a result, the combined company will be required to devote significant management attention and

Many of these factors will be outside of Livent’s, Allkem’s and NewCo’s control and any one of these factors could result in increased costs, decreased revenues and diversion of management’s time and energy, which could materially and adversely impact the combined company’s business, financial condition and results of operations. As addressed further above, even if Livent and Allkem are integrated successfully, the combined company may not realize the full benefits of the transaction, including the synergies, cost savings or revenue or growth opportunities that Livent and Allkem expect. These benefits may not be fully achieved or at all or may take longer to realize than expected.

In addition, the actual integration may result in additional and unforeseen expenses and the anticipated benefits of the integration plan may not be realized. Actual growth and cost synergies, if achieved, may be lower than expected and may take longer to achieve than anticipated. If NewCo is not able to adequately address integration challenges, it may be unable to successfully integrate Livent’s and Allkem’s operations or to realize the anticipated benefits of the integration of the two companies.

Livent and Allkem have incurred and expect to continue to incur a number of non-recurring costs associated with the transaction. These costs and expenses include fees paid to financial, technical, legal, accounting and tax advisors, consolidation costs, retention, severance and other potential employment-related costs, including payments that may or may not be made to certain Livent executive officers, filing fees, printing expenses and other related charges. Some of these costs are payable by Livent and Allkem regardless of whether or not the transaction is completed, and may

There may also be significant additional, unanticipated costs and charges in connection with the transaction that NewCo may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income expected to be achieved from the transaction. Although Livent and Allkem expect that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the transaction and significant demands will be placed on NewCo’s managerial, operational and financial personnel and systems. The future operating results of NewCo may be affected by the ability of its officers and key employees to manage changing business conditions and to implement, expand and revise its operational and financial controls and reporting systems in response to the transaction. For example, while Livent prepares its financial statements in accordance with GAAP, Allkem prepares its financial statements in accordance with IFRS. NewCo, as the accounting successor to Livent, will prepare its financial statements in accordance with GAAP. The revisions required to consolidate the financial reporting system and to switch Allkem’s reporting system to GAAP will place significant demands on NewCo’s financial controls, reporting systems and accounting personnel.

NewCo’s management will be responsible for establishing, maintaining and reporting on its internal controls over financial reporting and disclosure controls and procedures to comply with the reporting requirements of the Sarbanes-Oxley Act. These internal controls are designed by management to achieve the objective of providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and in accordance with generally accepted accounting principles. As Allkem is not subject to the Sarbanes-Oxley Act, Allkem’s independent auditor has not performed an evaluation of Allkem’s internal control over financial reporting as would be required by section 404 of the Sarbanes-Oxley Act and NewCo’s independent auditor will be required to perform such an evaluation for the combined company, covering the internal controls of the businesses of both Livent and Allkem. For additional information on Allkem’s financial controls and reporting systems, see “—Risks Relating to Allkem’s Business” beginning on page 51 of this proxy statement/prospectus. If following completion of the transaction, NewCo is unable to implement the necessary internal controls or identifies material weaknesses in internal control over financial reporting, NewCo may be unable to maintain compliance with the relevant requirements regarding the timely filing of periodic reports with the SEC or the listing rules of the NYSE.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial information, which gives effect to the transaction as if the transaction had occurred at the dates identified in such financial information and should be read in conjunction with the financial statements and accompanying notes of each of Livent and Allkem that are included or incorporated by reference in this proxy statement/prospectus. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of what NewCo’s actual financial condition or results of operations would have been had the transaction been completed on the dates indicated. Accordingly, NewCo’s business, results of operations and financial condition may differ significantly from those indicated by the pro forma financial information included in this proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 155 of this proxy statement/prospectus.

The financial statements reported by NewCo in the future will reflect the impact of factors such as inflation, foreign currency translation and macroeconomic and other trends outside of the control of NewCo, Livent and Allkem. The impact of such factors may be materially different in future periods compared to the periods covered by the pro forma financial information included in this proxy statement/prospectus.

The financial analyses and unaudited projections considered by Livent and Gordon Dyal & Co reflect numerous inputs, assumptions, estimates and judgments that are inherently uncertain with respect to mineral, particularly lithium, demand and prices, industry performance, competition and general business, economic, market and financial conditions and matters specific to Livent’s and Allkem’s respective businesses, including the factors described or referenced under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 13 of this proxy statement/prospectus and the other factors listed or referred elsewhere in this “Risk Factors” section, all of which are difficult to predict and many of which are beyond NewCo’s, Livent’s and Allkem’s control. The unaudited projections have been included elsewhere in this proxy statement/prospectus solely because they were made available to the Livent Board and Gordon Dyal & Co. and were not prepared with a view to public disclosure. The financial analyses and projections considered by Livent or Gordon Dyal & Co may not be realized or actual results may materially vary from such financial analyses and projections. In addition, since the financial projections cover multiple years and are of long duration, such information by its nature becomes less predictive with each successive year. The unaudited projections have not been audited or reviewed by Livent’s independent registered public accountant or Allkem’s independent auditor, and were prepared only as of their respective dates. Livent, Allkem and NewCo believe the unaudited projections disclosed elsewhere in this proxy statement/prospectus are speculative in nature and caution investors that the unaudited projections should not be used as a substitute for the historical financial and other information included in this proxy statement/prospectus in determining how to vote on the Transaction Agreement Proposal or otherwise or in determining whether to acquire, dispose of or otherwise deal in the securities of any of Livent, Allkem or NewCo. None of NewCo, Livent or Allkem expect to, and each of them disclaims any intention to, update the unaudited projections.

Livent and Allkem have contracts with customers, suppliers, vendors, landlords, lenders, joint venture partners and other business partners which may require Livent or Allkem to obtain consents from these other parties in connection with the transaction. If these consents cannot be obtained, the counterparties to these contracts may have the ability to terminate, reduce the scope of or otherwise seek to vary the terms of their relationships or the terms of such contracts with either or both parties in anticipation of the transaction, or with NewCo following the transaction. The pursuit of such rights may result in Allkem, Livent or NewCo suffering a loss of potential future revenue, incurring liabilities in connection with breaches of agreements, or losing rights that are material to its respective businesses and the business of NewCo. In addition, third parties with whom Livent or Allkem currently have relationships may terminate, reduce the scope or otherwise seek to vary the terms of their relationship with either party in anticipation of the transaction. Any such disruptions could limit NewCo’s ability to achieve the anticipated benefits of the transaction. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the transaction or the termination of the Transaction Agreement.

The success of NewCo’s business and operations following the transaction will depend in part on NewCo’s ability to retain the talents and dedication of key employees currently employed by Livent and Allkem. It is possible that these employees may decide not to remain with Livent or Allkem, as applicable, while the transaction is pending or with NewCo after the transaction is consummated. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, NewCo’s business activities may be adversely affected and management’s attention may be diverted from integration matters to hiring suitable replacements, all of which may cause NewCo’s business to suffer. In addition, Livent and Allkem may not be able to locate suitable replacements for any key employees who leave either company, or Livent and Allkem may not be able to offer employment to potential replacements on reasonable terms.

Each of Livent and Allkem may rely, and expects NewCo may rely, on access to the credit and capital markets to finance its operations and refinance existing indebtedness. For example, both Livent and Allkem currently have credit facilities and other indebtedness. Livent has a revolving credit facility and outstanding convertible bonds.

Additional borrowings may require that a greater portion of NewCo’s cash flow from continuing operations be used for debt service, thereby reducing NewCo’s ability to use cash flow to fund working capital, capital expenditures and acquisitions.

NewCo’s cash flow from operations and access to debt and equity capital will be subject to a number of variables, including its results of operations, margins and activity levels, the conditions of the global credit and capital markets, the prevailing interest rate environment, market perceptions of NewCo’s creditworthiness and the ability and willingness of lenders and investors to provide capital. For example, NewCo’s access to the credit and capital markets in amounts adequate to finance its activities could be impaired as a result of the absence of information on and a reporting history of NewCo as a combination of the businesses of Livent and Allkem.

The costs and availability of financing from the credit and capital markets will be dependent on NewCo’s credit profile. The level and quality of NewCo’s earnings, operations, business and management, among other things, will impact the determination of NewCo’s credit profile. A decrease in the ratings assigned to NewCo by the rating agencies may negatively impact NewCo’s access to the debt capital markets and increase its cost of borrowing. NewCo may not maintain the current creditworthiness or prospective credit ratings of Livent or Allkem and it may not obtain a credit rating at all, and any actual or anticipated changes or downgrades in any credit ratings assigned to NewCo may have a negative impact on its liquidity, capital position or access to capital markets.

In recent years, global financial markets have experienced disruptions and general economic conditions have been volatile. Due to this volatility, NewCo may not be able to obtain the funding it needs on terms acceptable to NewCo or at all. Additionally, recent increases in prevailing benchmark interest rates globally, coupled with higher inflation trends, have generally resulted in higher borrowing costs than those prevailing at the time that most of Livent’s and Allkem’s indebtedness was initially incurred. NewCo may not be able to refinance the existing indebtedness of Livent and Allkem, or any future indebtedness incurred by NewCo, on terms that are similar to the companies’ existing indebtedness or that are otherwise acceptable to NewCo or at all. If NewCo cannot meet its capital needs or refinance its and its subsidiaries’ indebtedness, it may be unable to execute its business strategy, or otherwise take advantages of business opportunities or respond to competitive pressures, any of which could have an adverse effect on its business, cash flow, financial condition and results of operations.

Changes in existing accounting rules or practices, new accounting pronouncements or rules or varying interpretations of current accounting pronouncements could harm NewCo’s operating results or the manner in which it conducts its business.

GAAP is subject to interpretation by the Financial Accounting Standards Board, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on NewCo’s reported financial results and could affect the reporting of transactions completed before the announcement or effectiveness of a change.

Allkem has participated in significant acquisitions in the past, including the recent merger of equals transaction between Orocobre Limited (“Orocobre”) and Galaxy Resources Limited (“Galaxy”), pursuant to an Australian members’ scheme of arrangement, which was implemented on August 25, 2021 that led to the formation of Allkem (the “Galaxy/Orocobre Merger”). From time to time, the combined company may pursue further acquisitions in support of its strategic goals. In connection with any such acquisitions, the combined company could face significant challenges in managing and integrating its expanded or combined operations, including acquired assets, operations and personnel. Acquisition opportunities may not be available on acceptable terms or at all and NewCo may not able

The combined company’s operations will depend to a great extent on the reliability and security of NewCo’s information technology systems, software and network, which are subject to damage and interruption caused by human error, problems relating to telecommunications networks, software failure, natural disasters, sabotage, viruses and similar events. Any interruption in NewCo’s systems could have a negative effect on its business, including its products and deliveries. Additionally, any cybercrime attacks may also negatively impact customer demand (and therefore revenues) and may expose NewCo to liability.

NewCo’s aggregate operations will be substantially more geographically diverse than either of Livent’s or Allkem’s prior to the completion of the transaction. Doing business on a worldwide basis will create business, legal, political and social risks and require the combined company to comply with the laws and regulations of various jurisdictions on a broader scale. Such laws and regulations will cover a broad set of subject areas, and will likely require the combined company to comply with legislation and regulation in areas related to licensing and permitting of operations, occupational health and safety, the environment, corruption and tax.

While Livent and Allkem believe that the combined company will have a culture of compliance with legal, political, social and regulatory requirements, as well as adequate systems of internal controls, Livent and Allkem will seek to continuously improve the combined company’s systems of internal controls and to remedy any weaknesses identified in compliance. However, the combined company’s policies and procedures may not be followed at all times or may not effectively detect and prevent violations of the applicable laws or regulations by one or more of the combined company’s employees, consultants, agents or partners and, as a result, the combined company could be subject to penalties and material adverse consequences on its business, reputation, financial condition or results of operations. Additionally, as legislation and regulation are inherently subject to change, the combined company may be required to continue to enhance its compliance policies and systems, and may be susceptible to these risks if it is unable to keep up with the vast and dynamic legal and regulatory landscape.

Additionally, following completion of the transaction, NewCo will be subject to Regulation S-K Subpart 1300 (“Subpart 1300”), which requires, among other things, that the disclosure of mineral resources or reserves must be based on an appropriate technical study prepared by a qualifying person (as defined in Subpart 1300). Further, as an ASX-listed company, NewCo may be required to make public disclosures in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 and, in the event NewCo is unable to terminate its status as a reporting company in Canada, in accordance with Canada’s National Instrument 43-101. Reporting of mineral resources and reserves for NewCo’s material properties under multiple reporting standards, and under Subpart 1300 in particular, will place significant demands on NewCo’s managerial, operational and internal controls personnel and systems and will add to NewCo’s costs, potentially materially, after the completion of the transaction.

As a result of doing business in various jurisdictions, including through partners and agents, the combined company will be exposed to a risk of violating anti-corruption laws and sanctions regulations. Some of the international locations in which the combined company will operate have developing legal systems and may have higher levels of corruption than more developed nations. The combined company’s continued expansion and worldwide operations, including in developing countries, its development of joint venture relationships worldwide and the employment of local agents in the countries in which the combined company will operate increases the risk of violations of anti-corruption laws and economic and trade sanctions. Violations of anti-corruption laws and economic and trade sanctions are punishable by civil penalties, including fines, denial of export privileges,

The combined company’s international operations will be subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.K. Bribery Act of 2010 (the “Bribery Act”), the Australian Criminal Code Act 1995 (Cth), as well as various state and territory laws in Australia, the Argentine Criminal Code, the Criminal Code of Canada, the Canadian Corruption of Foreign Public Officials Act and economic and trade sanctions, including those administered by the United Nations, the European Union, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) and the U.S. Department of State. The FCPA and similar laws prohibit providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. The combined company may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments and penalties.

The combined company will face exposure to geopolitical tensions, community unrest, global events, such as the war in Ukraine, sanctions against Russia and possible retaliation by Russia, global energy prices, inflation, regional recessions, and global supply chain and logistics challenges. Economic and trade sanctions will likely restrict the combined company’s transactions or dealings with certain sanctioned countries, territories and designated persons. Any geo-political instability and uncertainty could have a negative effect on NewCo’s operations, financial performance and financial position.

Prior to the completion of the transaction, NewCo Shares will not be publicly traded and there will not have been any public market for the NewCo Shares. Following the completion of the transaction, an active trading market for the NewCo Shares may not develop or be sustained. The extent to which investor interest will lead to the development of an active trading market in the NewCo Shares and whether such a market will be sustained following the transaction are unpredictable.

The market price of the NewCo Shares after the completion of the transaction will be subject to significant fluctuations in response to, among other factors, variations in operating results and market conditions specific to NewCo’s business, industry and the markets in which it operates. If an active public market does not develop or is not sustained, the value of the NewCo Shares could be adversely affected and it may be difficult for you to sell your NewCo Shares at a price that is attractive to you, or at all. The market price of the NewCo Shares could fluctuate significantly for many reasons, including, without limitation:

Sales of a substantial number of NewCo Shares in the public market, or the perception that these sales might occur, could depress the market price of the NewCo Shares and could impair NewCo’s ability to raise capital through the issue and sale of additional equity securities. For example, Livent stockholders or Allkem shareholders may

In the past, following periods of large price declines in the public market price of a company’s securities, securities class action litigation has often been initiated against that company. Litigation of this type against NewCo could result in substantial costs and diversion of management’s attention and resources, which would adversely affect its business, results of operation and financial condition. Any adverse determination in litigation against NewCo could also subject it to significant liabilities.

Livent and Allkem intend that NewCo will aim to qualify for inclusion in indices in the U.S. and Australia (including an S&P index in the U.S. in the case of NewCo Shares and the S&P / ASX 200 index in Australia in the case of CDIs) following completion of the transaction. It is possible, however, that following completion of the transaction, indices in the U.S. and Australia will decline to include NewCo. If NewCo is not included in an S&P index in the U.S. and/or the S&P / ASX 200 index, institutional investors that are required to track the performance of these indices or the funds that impose those qualifications may be less likely to acquire the NewCo Shares following completion of the transaction, which could adversely affect the anticipated trading volume and liquidity of NewCo Shares.

Since becoming public companies, neither Livent nor Allkem have paid dividends to their stockholders. Any determination to pay dividends to NewCo’s shareholders will be at the discretion of the board of directors and will be dependent on then-existing conditions, including the combined company’s financial condition, earnings, legal requirements, including limitations under Jersey law and other factors the board of directors deems relevant. The board of directors may, in its sole discretion, commence dividend payments, change the amount or frequency of dividend payments or discontinue the payment of dividends entirely. For these reasons, you will not be able to rely on dividends to receive a return on your investment. Accordingly, realization of a gain on your NewCo Shares received in the transaction may depend on the appreciation of the price of the NewCo Shares, which may never occur.

Trading in NewCo Shares on the NYSE and CDIs on the ASX will take place in different currencies (U.S. dollars on the NYSE and Australian dollars on the ASX) and at different times (resulting from different time zones, different trading hours and different trading days for the NYSE and ASX). The trading prices of NewCo Shares on these two exchanges may at times differ due to these and other factors. Any decrease in the price of NewCo Shares on the ASX could cause a decrease in the trading price of NewCo Shares on the NYSE and vice versa. The benefits expected of the dual listing on the NYSE and ASX, including increased liquidity, visibility among investors and access to investors who may be able to hold listed stocks in Australia but not the U.S., and vice versa, may not be realized or, if realized, may not be sustained, and the costs associated with a dual listing may ultimately outweigh the anticipated benefits.

The trading market for NewCo Shares will depend, in part, on the research and reports that securities or industry analysts publish about NewCo and its business. Generally, securities and industry analysts based in the U.S. provide more coverage of U.S. domestic issuers than of foreign issuers. If too few analysts commence and maintain coverage of NewCo, the trading price for its shares might be adversely affected. Similarly, if one or more of the analysts currently covering Livent cease coverage of NewCo or fail to publish reports on it regularly, demand for NewCo Shares could decrease, which might cause the price of NewCo Shares and trading volume to decline. In addition, if analysts publish inaccurate or unfavorable research about NewCo’s business, the price and/or trading volume of NewCo Shares could decline.

NewCo will report its financial results in U.S. dollars. The financial condition and results of operations of NewCo’s subsidiaries outside of the U.S. will be reported in the relevant local currency and then translated into U.S. dollars at then applicable exchange rates for inclusion in NewCo’s consolidated financial statements. The exchange rates between these local currencies and the U.S. dollar may fluctuate substantially due to changes in economic conditions, monetary policy action, or the threat thereof, by central banks and governments, or other factors.

Because NewCo is expected to generate a significant portion of its revenues and incur a significant portion of its operating expenses in currencies other than the U.S. dollar, but intends to translate all of its revenues and expenses into U.S. dollars for financial reporting purposes, fluctuations in the value of the U.S. dollar against other currencies may in the future have an adverse effect on NewCo’s business, results of operations or financial condition. NewCo may enter into hedging transactions using derivative financial instruments to seek to minimize exposure to certain foreign currency fluctuations; however, given the volatility of international exchange rates, NewCo may not be able to effectively manage currency translation risks and such volatility, or the effects of the hedging instruments themselves, may have a material adverse effect on NewCo’s business, results of operations or financial condition.

Currency fluctuations may also significantly affect the comparability of NewCo’s results between financial periods. In addition to currency translation risks, NewCo will incur currency transaction risks whenever one of its operating subsidiaries enters into either a purchase or a sale transaction using a currency other than its functional currency.

NewCo may seek to raise additional equity through the issuance of new shares or convertible or exchangeable bonds to finance organic growth or future acquisitions and may be required to issue new NewCo Shares upon conversion of Livent’s convertible bonds. Increasing the number of issued shares without preemptive or subscription rights for then-existing shareholders would dilute the ownership interests of such shareholders. Shareholders’ ownership interests could also be diluted if other companies or equity interests in companies are acquired in exchange for NewCo Shares to be issued and if NewCo Shares are issued to employees under assumed or future equity based incentive plans.

The NewCo articles of association could delay, defer or prevent a third party from acquiring NewCo, despite any possible benefit to NewCo’s shareholders, after closing of the transaction, or otherwise adversely affect the price of NewCo Shares. For example, the NewCo articles of association will:

These provisions may discourage potential takeover attempts, discourage bids for NewCo Shares at a premium over the market price or adversely affect the market price of, and the voting and other rights of the holders of, the NewCo Shares. These provisions could also discourage proxy contests and make it more difficult for NewCo shareholders to elect directors other than the candidates nominated by the NewCo board of directors. See the section entitled “Description of NewCo Shares” and the NewCo articles of association in the form attached as Annex B to this proxy statement/prospectus for additional information on the anti-takeover measures that may be applicable to NewCo.

In connection with the filing of this registration statement of which this proxy statement/prospectus forms a part, Davis Polk has rendered to NewCo its opinion, dated [ ], 2023, to the effect that, based upon and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the federal income tax opinion filed as an exhibit to this registration statement of which this proxy statement/prospectus forms a part (including, for the avoidance of doubt, the assumption that market conditions between the date of such opinion and the effective time do not impact the relative valuation of Livent and Allkem for purposes of Treasury Regulations Section 1.367(a)-3(c) and Section 7874(a)(2)(B) of the Code), and representations from Livent, Allkem, and NewCo, (i) either (A) the merger should qualify as a reorganization under Section 368(a) of the Code, or (B) the merger and the scheme, taken together, should qualify as an exchange described in Section 351(a) of the Code, (ii) the transfer of Livent Shares by Livent stockholders pursuant to the merger (other than by any Livent stockholder who is a U.S. person and would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of NewCo following the merger that does not enter into a five year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8(c)) should qualify for an exception to Section 367(a)(1) of the Code and (iii) the merger and scheme will not result in NewCo being treated as a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or a “domestic corporation” pursuant to Section 7874(b) of the Code.

As a condition to the scheme implementation, Livent will have requested and received from Davis Polk or, if Davis Polk is unable or unwilling, Sidley Austin, its opinion to Livent, which will be dated as of the sanction date and based on the facts, representations and assumptions set forth or referred to in the opinion, that the transaction qualifies for the Intended U.S. Shareholder Tax Treatment. Livent may, under the terms of the Transaction Agreement, waive this condition in whole or in part, but is under no obligation to do so. It is not a condition to the scheme implementation that a tax opinion address the Intended Section 7874 Tax Treatment.

Assuming that the merger and the scheme qualify for the Intended U.S. Shareholder Tax Treatment, if a U.S. holder of Livent Shares exchanges all of its Livent Shares for NewCo Shares in the transaction, and the U.S. holder is not a “five-percent transferee shareholder” that does not file with the IRS a gain recognition agreement as described in applicable Treasury Regulations, the U.S. holder should not recognize any gain or loss with respect to its Livent Shares, except to the extent of any cash the U.S. holder may receive in lieu of a fractional NewCo Share.

Notwithstanding the above, until the closing, the parties cannot definitively determine the tax treatment of the transaction. In addition, no assurance can be given that the IRS will not assert, or that a court would not sustain, that the transaction does not qualify as a reorganization under Section 368(a) of the Code and that the merger and the scheme, taken together, do not qualify as an exchange described in Section 351(a) of the Code, or that the transaction is otherwise subject to Section 367(a)(1) of the Code. If the IRS were to successfully make such an assertion, a U.S. holder would generally be required to recognize gain or loss equal to the difference between the U.S. holder’s adjusted tax basis in the Livent Shares it surrenders in the merger and an amount equal to the fair market value, as of the consummation of the merger of any NewCo Shares received or to be received in the merger plus any cash received in the merger in lieu of fractional shares.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, NewCo, which is incorporated under the laws of the Bailiwick of Jersey and is an Irish tax resident, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for

As described in the risk factor above, Davis Polk has rendered to NewCo its opinion, dated [ ], 2023, regarding certain U.S. federal income tax consequences of the transaction, including regarding NewCo not being treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. NewCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, the application of the rules under Section 7874 of the Code is complex and subject to uncertainty, and there is limited guidance regarding their application. Moreover, the application of Section 7874 of the Code to the facts and circumstances of the transaction is uncertain. Finally, if a transaction is a “third-country” transaction, the threshold U.S. ownership percentage (determined in accordance with the Section 7874 rules) for treatment of the relevant corporation as a U.S. corporation under Section 7874 is lower (i.e., 60%) than if the transaction were not a “third-country” transaction (i.e., 80%). Because the transaction is a potential third-country transaction, the 60% ownership test, rather than the 80% ownership test, will apply to determine whether NewCo is treated as a U.S. corporation under Section 7874 of the Code.

If the IRS were to successfully challenge under Section 7874 of the Code NewCo’s status as a non-U.S. corporation for U.S. federal income tax purposes, NewCo and certain shareholders of NewCo would be subject to significant adverse tax consequences, including a higher effective corporate tax rate on NewCo and future withholding taxes on certain shareholders.

Based on the composition of its income, assets and operations, NewCo does not expect to be a passive foreign investment company (“PFIC”) for the 2023 taxable year. If NewCo or any of its subsidiaries is a PFIC for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder of the NewCo Shares, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. There is no assurance that NewCo is not a PFIC for U.S. federal income tax purposes for the taxable year of the transaction or for future taxable years.

See the section entitled “The Transaction—Material U.S. Federal Income Tax Considerations for U.S. Holders—Passive Foreign Investment Company Considerations” for a more detailed discussion with respect to NewCo’s potential PFIC status and certain tax implications thereof. U.S. holders are urged to consult their tax advisors regarding the possible application of the PFIC rules to holders of NewCo Shares.

For U.S. federal income tax purposes, if a U.S. investor is treated for U.S. federal income tax purposes as owning (directly, indirectly or constructively) at least 10% of the value or voting power of the NewCo Shares, such U.S. investor may be treated as a “United States shareholder” with respect to NewCo, or any of its non-U.S. subsidiaries, if NewCo or such subsidiary is a “controlled foreign corporation.” A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owned or is considered as owned by applying certain constructive ownership rules, by U.S. shareholders on any day during the taxable year of such non-U.S. corporation. As NewCo will have U.S. subsidiaries following the transaction, certain of NewCo’s non-U.S. subsidiaries could be treated as controlled foreign corporations under certain attribution rules regardless of whether NewCo is treated as a controlled foreign corporation.

Under these rules, certain U.S. shareholders (that directly or indirectly own at least 10% of the value or voting power of the NewCo Shares) may be required to report annually and include in their U.S. federal taxable income their pro rata share of NewCo’s non-U.S. subsidiaries’ “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property held by the subsidiaries regardless of whether such subsidiaries make any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such U.S. shareholder to significant monetary penalties

NewCo may incur stamp duty and other transaction taxes in connection with the proposed transaction, including stamp duty in Western Australia. While the parties believe that the proposed transaction should be exempt from stamp duty in Western Australia as a “relevant consolidation transaction” under section 259 of the Duties Act, the Commissioner of State Revenue of Western Australia may form a different view. If the Commissioner forms the view that the transaction is not a “relevant consolidation transaction,” stamp duty may be payable by Newco in connection with the proposed transaction, which will increase the costs associated with implementing the transaction. Increased costs of implementation could have an adverse effect upon the revenues, level of expenses and operating results of NewCo, which may adversely affect the value of the NewCo Shares following the transaction.

Any change in tax law, interpretation or practice, or in the terms of tax treaties, in a jurisdiction where NewCo and its subsidiaries are subject to tax could increase the amount of tax payable by NewCo and its subsidiaries, either in respect of the transaction or in respect of the operations of NewCo and its subsidiaries. These changes could negatively affect NewCo’s operations or financial performance.

Livent and Allkem have operations in various countries that have differing tax laws and are subject to audit by domestic and foreign authorities. The effective tax rate of NewCo and its subsidiaries may change from year to year based on changes in the mix of activities and income earned among the different jurisdictions in which NewCo and its subsidiaries, including Livent and Allkem, will operate; changes in tax laws in these jurisdictions; changes in the tax treaties between various countries in which they will operate; changes in eligibility for benefits under those tax treaties; and changes in the estimated values of deferred tax assets and liabilities. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions, and significant judgment is required in evaluating and estimating the provision and accruals for these taxes. Such changes could result in a substantial increase in the effective tax rate on all or a portion of the income of NewCo and its subsidiaries.

In August 2022, the Inflation Reduction Act (the “IRA”) was signed into law, which includes implementation of a new corporate alternative minimum tax (the “CAMT”), among other provisions. The CAMT imposes a minimum tax on the adjusted financial statement income (“AFSI”) for “applicable corporations” with average annual AFSI over a three-year period in excess of $1 billion. A corporation that is a member of a foreign-parented multinational group must include the AFSI (with certain modifications) of all members of the group in applying the $1 billion test, but would only be subject to CAMT if the three-year average AFSI of its U.S. members, U.S. trades or business of foreign group members that are not subsidiaries of U.S. members, and foreign subsidiaries of U.S. members exceeds $100 million. Although we currently do not believe that the CAMT will have a significant impact on NewCo’s tax results, there are a number of uncertainties and ambiguities as to the interpretation and application of the CAMT, and it is possible that any future guidance with respect to the interpretation and application of the CAMT could result in the CAMT having a material effect on NewCo’s liability for corporate taxes and NewCo’s consolidated effective tax rate.

On October 8, 2021, the Organisation for Economic Co-operation and Development (“OECD”)/G20 inclusive framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform originally agreed on July 1, 2021, and a timetable for implementation by 2023. The timetable for implementation has since been extended to 2024. The Inclusive Framework plan has now been agreed to by 142 OECD members, including several countries which

Under Irish law, a company will generally be resident for tax purposes in Ireland if it is either incorporated in Ireland or (if it is not incorporated in Ireland) if the place of its central management and control is in Ireland. This is subject to any alternative position under any applicable double taxation treaty. NewCo is and will remain incorporated and registered in the Bailiwick of Jersey, so will not be presumed automatically to be Irish resident for tax purposes. The concept of central management and control is fact based and takes into account a number of factors including where the high-level policy and strategic decisions of NewCo are taken, namely the decisions normally made by the board of directors. The senior management of NewCo intends to satisfy all requirements to maintain Ireland tax residency by ensuring that central management and control of the combined company continues to rest in Ireland. The senior management of NewCo also intends to ensure that the combined company does not establish a tax residency in any other jurisdiction, whether as a result of having its effective management in any other jurisdiction or otherwise. If, however, Irish tax residency is not maintained, or if tax residence is established elsewhere, this could increase the amount of tax payable by NewCo and its shareholders.

See “—The IRS may not agree that NewCo is a non-U.S. corporation for U.S. federal income tax purposes as a result of the transaction” above and “The Transaction—Material U.S. Federal Income Tax Considerations for U.S. Holders” beginning on page 115 of this proxy statement/prospectus for a more detailed discussion of the consequences of possible U.S. tax residency.

NewCo is organized under the laws of the Bailiwick of Jersey, a British crown dependency that is an island located off the coast of Normandy, France. Like the United Kingdom, the Bailiwick of Jersey is not a member of the European Union. Legislation of the Bailiwick of Jersey regarding companies is largely based on English corporate

Following consummation of the transaction, a significant portion of NewCo’s assets will be located outside of the U.S. and several of NewCo’s directors as well as certain of the experts named in this proxy statement/prospectus may be citizens or residents of, or organized in, jurisdictions outside of the U.S. As a result, it may be difficult for investors to effect service within the U.S. upon such directors and experts, or to realize in the U.S. upon judgments of courts of the U.S. predicated upon civil liability of NewCo and its directors or experts under the U.S. federal securities laws.

Judgments of U.S. courts may not be directly enforceable outside of the U.S. and the enforcement of judgments of U.S. courts outside of the U.S., including those in Australia and the Bailiwick of Jersey, may be subject to limitations. Investors may also have difficulties pursuing an original action brought in a court in a jurisdiction outside the U.S., including Australia and the Bailiwick of Jersey, for liabilities under the securities laws of the U.S. Additionally, the NewCo articles of association will provide that, while each member submits to the non-exclusive jurisdiction of the Royal Court of Jersey and the courts which may hear appeals from that court, the Royal Court of Jersey will (unless the Jersey Companies Law or any other Jersey law provides otherwise or unless the board of directors of NewCo determines otherwise) be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of NewCo; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of NewCo to NewCo or its members, creditors or other constituents; (iii) any action asserting a claim against NewCo or any director or officer of NewCo arising pursuant to any provision of the Jersey Companies Law or the NewCo articles of association (as either may be amended from time to time); or (iv) any action asserting a claim against NewCo or any director or officer of NewCo governed by the internal affairs doctrine (unless the Jersey Companies Law or any other Jersey law provides otherwise or the NewCo board of directors determines otherwise). The exclusive forum provision would not prevent derivative shareholder actions based on claims arising under U.S. federal securities laws from being raised in a U.S. court and would not prevent a U.S. court from asserting jurisdiction over such claims. However, there is uncertainty whether a U.S. or Bailiwick of Jersey court would enforce the exclusive forum provision for actions for breach of fiduciary duty and other claims.

Allkem’s revenue and cash flows are dependent on the price of lithium carbonate, lithium hydroxide and lithium spodumene concentrate. Allkem’s revenue is derived primarily from the sale of these commodities. The price that

Commodity prices fluctuate and are affected by many factors beyond Allkem’s control, such as inflation, interest rates and currency exchange. The price of lithium and the global demand for lithium is also reactive to supply and demand fluctuations and the requirements of Allkem’s customers. Such fluctuations are influenced by various factors, including the level of consumer product demand, potential distribution issues, technological advances, availability of alternatives, global economic and political developments, forward-selling activities and other macro-economic factors. In particular, the demand for lithium is also dependent upon the demand for end-use products such as lithium batteries and battery EVs. Any one of these factors may affect the price of or demand for lithium, which in turn, may affect the price that Allkem is able to obtain for lithium or the amount of commodities that Allkem can sell. Some of Allkem’s contracts for the sale of lithium compounds have index-based pricing, which could provide a benefit if lithium pricing rises, or could have an adverse effect on Allkem’s business, financial condition and results of operations if lithium pricing declines. Allkem expects that prices for the lithium compounds it manufactures and sells will continue to be influenced by various factors, including regional and global supply and demand, technological advances, availability of alternatives, and business strategies of major producers and users of lithium. Increased global lithium capacity could also adversely affect the price for Allkem’s products. However, there is a high degree of uncertainty about the time period involved to achieve targeted output volumes, operating costs, and product quality at a level that will be qualified by customers. A continued increase in the prices of lithium could potentially be demand destructive in Allkem’s key end markets. Future declines in lithium prices could have a material adverse effect on Allkem’s business, financial condition and results of operations.

This price volatility could also result in delays related to the development of new and existing projects, could reduce funds available for exploration, could be detrimental to the value of Allkem’s assets and could reduce any mineral resources or ore reserves that Allkem may determine and report by reducing what can be economically processed at prevailing prices. Accordingly, the price volatility of commodities, and particularly lithium, could cause significant volatility in and may negatively affect Allkem’s revenue and cash flows.

Allkem is one of a number of producers of specialty lithium chemicals. Allkem’s business is significantly dependent on demand for plug-in hybrid EVs and battery EVs that use lithium compounds. The market for EVs and the market for other uses for lithium batteries are relatively new, and may fluctuate based on a number of factors, including the development of non-lithium battery technologies, government regulations and responses to those regulations by consumers and businesses, tax and economic incentives, consumer adoption rates and volatility in the cost of battery materials, oil and gasoline. To the extent that the market for these applications of lithium chemicals does not develop as Allkem expects, or develops more slowly than Allkem expects, Allkem’s business, financial condition and financial position may be negatively impacted.

Although Allkem produces lithium products, it has not historically been subject to the SEC’s rules and regulations and has not yet established mineral resources or reserves in accordance with Subpart 1300 or completed a preliminary feasibility study or feasibility study in accordance with Subpart 1300. Since Allkem operates without having established mineral resources or reserves in accordance with Subpart 1300, there may be greater inherent uncertainty as to whether or not Allkem can economically obtain minerals as originally planned and anticipated and there can be no assurance that commercially viable deposits exist to support Allkem’s production at existing levels or to expand its production capacity in the future, which could have a material adverse effect on Allkem’s business, financial condition and results of operations.

As an ASX-listed company, Allkem makes public disclosures in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves 2012 (the “JORC Code”). In addition, as a TSX-listed company, Allkem makes public disclosures in accordance with Canada’s National Instrument 43-101 (“NI 43-101”). While these sets of reporting standards and Subpart 1300 have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, they embody different approaches and definitions

Allkem’s business requires it to obtain mineral resources in order to maintain production levels in the long term. Allkem has not historically been subject to the SEC’s rules and regulations and has not yet established mineral resources in accordance with Subpart 1300. There is a risk that Allkem’s discoveries resulting from its exploration projects or acquisitions will not be sufficient to maintain production levels, or that divestitures of assets will lead to a low mineral base. Mineral resources can be obtained through additional drilling to identify extensions, locating new deposits or by making acquisitions, but each of these possibilities is based on a number of factors beyond Allkem’s control and involve a great degree of uncertainty, as further outlined in particular risk factors related to those activities herein. If Allkem is unable to obtain sufficient mineral resources to be used in production, there may be an adverse effect on Allkem’s financial performance.

Allkem engages in exploration activities, which are highly speculative by nature, involve many risks and may be unsuccessful. Allkem currently conducts exploration activities at most of its project sites, and current or future exploration programs may not be successful. Such activities also require substantial expenditures by Allkem and can take several years before it is known whether they will result in the development of additional projects. Even if a discovery is made, it may take up to a decade or longer from the initial phases of exploration drilling until production is possible, during which time the economic viability of production may change.

Partially, these exploration activities are highly speculative because determining whether a mineral resource exists or is commercially viable depends on a number of factors, including the particular attributes of the deposit, such as size, grade and quality, as well as external factors such as proximity of the potential mineral resource to infrastructure, commodity prices, government regulation, Allkem’s ability to obtain necessary licenses or permits from relevant authorities, and other restrictions, which may require significant expenditures by Allkem. There is no certainty that the investments made by Allkem for the search for and evaluation of mineral deposits will ultimately result in discoveries of commercially viable or any quantities of mineral resources, and the consequences, cost and effort of unsuccessful exploration activities could have a material adverse effect on Allkem’s financial condition and results of operations.

Allkem’s business operations are subject to risks and hazards inherent in the lithium industry and the mining industry generally. Exploration for and development of mineral resources, as well as the production of lithium chemicals, involve significant risks and related environmental and safety hazards. These activities are subject to the risk of industrial accidents, equipment failure, import or customs delays, shortages or delays in installing and commissioning plant and equipment, metallurgical and other processing problems, seismic and volcanic activity, unusual or unexpected geological formations, wall failure, cave-ins or slides, burst dam banks, the failure of brine ponds, flooding, fires, or other natural disasters, outbreaks, continuations or escalations of disease (including pandemics), interruption to, or the increase in costs of, services (such as electricity, water, fuel or transportation), sabotage, disruptions to shipping processes, interference by the community, government or others and interruption due to inclement or hazardous weather conditions. Several of Allkem’s facilities—including Olaroz and James Bay and Sal de Vida—are located in relatively remote geographic locations, which may heighten these physical risks. Additionally, mining operations involve the use of heavy machinery, which involves inherent risks that cannot be completely eliminated through preventative efforts. Allkem continues to monitor these risks through several avenues across its various operations and projects, including health and safety management systems and procedures, risk management systems and procedures and hazard identification and management programs.

These risks could result in damage to, or destruction of, mineral properties, production and power facilities, dams, brine ponds or other properties, and could cause personal injury or death, environmental damage, pollution, delays in mining, increased production costs, monetary losses and possible legal liability for Allkem.

Additionally, Naraha faces a number of serious physical risks, including risks related to tsunamis, earthquakes, volcanic activity and radiation from the nearby Fukushima power plant. Explosions and other industrial accidents may occur at chemical plants, which could result in fatalities and property damage.

These physical risks could result in Allkem’s inability to achieve its operational or developmental plans, such plans costing more than expected, or taking longer to achieve than expected. Any of these outcomes could have a material adverse effect on Allkem’s financial and operational performance.

Allkem’s ability to achieve production targets or meet operating and capital expenditure estimates on a timely and accurate basis cannot be assured, as it is dependent on the development of Allkem’s facilities and projects. Allkem has incurred and will continue to incur capital expenses during its development of Olaroz and Naraha, as well as James Bay and Sal de Vida. In connection with developing facilities, Allkem may encounter unexpected difficulties, including shortages of materials or delays in delivery of materials, the availability of power and power generating infrastructure, facility or equipment malfunctions or breakdowns, unusual or unexpected adverse geological conditions, cost overruns, regulatory issues, local community issues, adverse weather conditions and other catastrophes, such as explosions, fires, seismic and volcanic activity, tsunamis, floods and other natural disasters, increases in the level of labor costs, labor disputes and union activities, unavailability of skilled labor and adverse local or general economic or infrastructure conditions. For instance, delayed equipment deliveries from overseas due to the COVID-19 pandemic impacted the timing of completion for Naraha and Stage 2 of Olaroz. There may be other future unforeseen events impacting the development of Allkem’s facilities. Further, some of these challenges may be difficult to control given that several of Allkem’s facilities are located in remote geographic locations.

Accordingly, Allkem may fail to develop projects within its anticipated time and budget. Any delays beyond the expected development periods or increased costs could have a material adverse effect on Allkem’s business, reputation, financial condition, results of operations, cash flows and ability to pay dividends.

Timely and cost-effective execution of Allkem’s mining operations and exploration activities are dependent on the adequate and timely supply of water, electricity, fuel, chemicals and other critical supplies, including lime and soda ash.

The cost and availability of these inputs may be influenced by various factors including market conditions, government policies, exchange rates and inflation rates, which are unpredictable and outside of Allkem’s control. Increases in the price of production inputs, including fuel, consumables or other inputs could materially and adversely affect Allkem’s business and results of operations. Additionally, several of Allkem’s facilities are located in geographically remote regions, which could contribute to delays in or disruptions to the availability of such supplies.

If Allkem is unable to procure the requisite quantities of water, electricity, fuel, chemicals or other inputs in a timely manner and at commercially acceptable prices or if there are significant disruptions in the supply of fuel, electricity, water, chemicals or other inputs, the performance of Allkem’s business and results of operations could be materially and adversely affected.

A substantial amount of Allkem’s total revenue comes from a relatively small number of customers. It is likely that Allkem will continue to derive a significant portion of its revenue from a relatively small number of customers

Allkem competes globally against a number of other lithium producers. Competition can emerge in key areas, including related to technological capabilities, product volume, service, delivery, geographic location, product performance, quality, cost and price. Some of Allkem’s competitors are larger than Allkem, with more favorable economies of scale, access to multiple lithium resources and greater market share. Those competitors may also have greater financial resources for growth, acquisitions, expansions (including in the geographic areas where Allkem operates) and research and development. If Allkem fails to compete effectively, it may be unable to retain or expand its market share, which could have an adverse effect on its business, results of operations and financial condition. Allkem may also face potential competition from the emergence of substitute materials or technologies, or through backward integration, alliances, or partnerships within the EV supply chain or from other mining or resource extraction and battery materials recycling companies that may enter the lithium production or recycling businesses. This may impact Allkem’s ability to expand and may have an adverse effect on its business, results of operations and financial condition. Competitors’ pricing decisions may also create pressure for Allkem to decrease its prices, which may negatively affect profitability.

The development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact the demand for Allkem’s products and, therefore, future revenues. Current and next generation high energy density batteries for use in EVs rely on lithium compounds as a critical input. Alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and some of these alternatives could ultimately be less reliant on lithium compounds. Allkem cannot predict which new technologies may ultimately prove to be commercially viable or their share in the overall mix over any time horizon. Commercialized battery technologies that use less lithium compounds could materially and adversely impact Allkem’s prospects. The timing and ultimate commercial viability of these new technologies involves inherent uncertainty, and may materially and adversely affect the demand for Allkem’s products and Allkem’s future revenues.

The industries and the end markets into which Allkem sells its products experience regular technological change and product improvement. Its ability to compete successfully depends in part upon its technological capability and ability to identify, develop and commercialize new and innovative performance lithium compounds for use in its customers’ products. There is no assurance that Allkem’s research and development efforts will be successful or that any newly developed products will pass its customers’ qualification processes or achieve market-wide acceptance. If Allkem fails to keep pace with evolving technological innovations in its customers’ end markets, its business, financial condition and results of operations could be materially adversely affected. In addition, existing or potential competitors may develop products which are similar or superior to Allkem’s products or are more competitively priced. If Allkem’s product launching efforts are unsuccessful, its financial condition and results of operations may be materially adversely affected.

Allkem’s operations are susceptible to the challenges posed by climate change, and adverse weather and climate events have caused in the past, and may continue to cause, significant variability in the production profile of Allkem’s projects and may, in turn, negatively impact Allkem’s operations and financial performance. In particular, the brine evaporation method used to produce lithium in Argentina is driven by solar radiation and other environmental factors and is therefore particularly susceptible to seasonal variations and to abnormal weather and climatic events.

Allkem relies on the experience, skills and knowledge of its key personnel in Argentina, Australia, Japan and Canada to successfully manage its business. The availability and retention of skilled personnel is highly competitive in the current market, particularly in Australia where there is heightened activity and growth within the mining industry. Allkem relies heavily on critical executives and senior management, as well as those with niche technical skills. The inability to attract and retain key personnel, including personnel with technical skills, or the unexpected loss of such personnel may adversely affect Allkem’s operations, financial performance and financial position.

The success of Allkem’s operations is dependent on certain factors related to labor and the labor market. Factors that have in the past had, and may continue to have, an effect on Allkem’s operations and retention of personnel include disputes with employees (related to personal injuries, industrial matters or otherwise), labor market conditions, changes in labor regulations or other developments that lead to labor disputes and work stoppages or other disruptions. Many of Allkem’s employees are employed in countries in which employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights may require Allkem to work collaboratively with the legal representatives of the employees to effect any changes to labor arrangements. For example, certain of Allkem’s employees in Argentina are represented by a union that must approve any changes in conditions of employment, including salaries and benefits and staff changes, which may impede efforts to restructure Allkem’s workforce. Allkem is susceptible to strikes, work stoppages, slowdowns or significant disputes with employees, all of which could result in a significant disruption to Allkem’s operations and development activities, or result in higher ongoing labor costs.

The ongoing support of the local communities, including Indigenous communities, and the appropriate management of local community expectations are critical to Allkem’s operational and development activities at each of its locations. Allkem’s relationships with local communities may be impacted by various factors outside of Allkem’s control, including, for example, traditions, land use customs, social unrest or widespread social issues. Without community support and healthy relations, Allkem’s operations in the locations where its key assets are located may be adversely impacted.

Allkem operates several projects through joint ventures, including Olaroz, which was developed through a joint venture with Toyota Tsusho Corporation (“TTC”) and the provincial government of Jujuy, as well as Naraha, which involves a joint venture with TTC and is under the operational control of TTC. Allkem may in the future become a party to additional joint venture agreements. As with any joint venture, there is an inherent risk that one or more of Allkem’s joint venture partners will breach the joint venture agreement, default on their obligations, or not act in the best interests of the joint venture or Allkem. Such a breach, default, or failure may be the result of the other party’s circumstances, which Allkem may be unable to control. Additionally, differences in views, motivations, objectives and priorities among parties may result in delayed decisions or failures to agree on major issues. If Allkem’s joint venture partners fail to agree on major issues or otherwise fail to fulfill their obligations, Allkem’s joint ventures may not operate according to the applicable business plan, which could require additional expenditure, resources or time dedicated by Allkem, and may result in material project delays. Any of these outcomes may adversely affect Allkem’s projects (including Olaroz or Naraha) and results of operations, as well as Allkem’s overall business.

Since Allkem’s products are derived from natural resources, they may contain impurities that may not meet certain customer quality standards. As a result, Allkem may not be able to sell its products if it cannot meet such requirements. In addition, customers may impose stricter or lengthier qualification processes for Allkem’s manufacturing operations or stricter quality standards on its products, or governments may enact new or stricter regulations for the distribution or use of Allkem’s products. Some of Allkem’s products also have a limited shelf life, which can affect the ability of a customer to use Allkem’s products and may lead to claims for damages. Failure to meet such customer standards could materially adversely affect Allkem’s business, financial condition and results of operations if Allkem is unable to sell its products in one or more markets or to important customers in such markets. In addition, Allkem’s cost of production may increase to meet any newly imposed or enacted standards.

As with all quality control and management systems, any failure or deterioration of Allkem’s systems (or that of the third parties Allkem works with) could result in defects in Allkem’s projects or products, which in turn may subject it to contractual, product liability and other claims. Any such claims, regardless of whether they are ultimately successful, could cause Allkem to incur significant costs, harm its reputation and result in significant disruption to Allkem’s operations. Furthermore, if any such claims were ultimately successful, Allkem could be required to pay substantial monetary damages or penalties, which could have a material adverse effect on Allkem’s reputation, business, financial condition and results of operations.

Access to fresh water is essential to Allkem’s production operations in Argentina. Allkem holds water use rights granted to Allkem by provincial Argentine authorities and may need to secure additional water rights in the future. Allkem’s operations in Argentina take place in a dry, mountainous region that has limited access to fresh water. The governmental authority may seek to suspend or alter Allkem’s rights or the applicable water rights code may change, each of which may limit Allkem’s access to fresh water. In addition, Allkem’s access to water may be impacted by third party claims (including local communities and local competitors who are expanding their own operations), over-permitting by the government, changes in geology, climate change (including the potential effects of climate change such as drought, changes in precipitation patterns, and severe weather events) or other natural factors, such as wells drying up or reductions in the amount of water available in the wells or sources from which Allkem obtains water, that Allkem cannot control. Allkem may not have access to sufficient quantities of water to support its production operations, either at current or future capacities. There is currently no specific regulation of wetlands at the Argentine national or provincial level. However, a wetlands bill has been introduced for debate in the Argentine Congress. If any such bill is passed, Allkem’s access to water in Argentina may be affected, as such legislation could prohibit, or otherwise limit any activity in the wetlands, including the installation of any infrastructure that could modify the hydrologic regimen, the construction of dams and mining activity.

To the extent commercially available, Allkem maintains insurance to protect against certain risks in such amounts and scope as the Allkem Board and Allkem’s management determine is appropriate. However, no assurance can be made that Allkem will be able to obtain or maintain insurance coverage at reasonable rates, or at all. Additionally, Allkem’s insurance policies may not be sufficient to cover all of the potential risks associated with Allkem’s operations. Any coverage Allkem obtains may not be adequate and may not cover all risks or claims on acceptable terms. Allkem is unable to control whether any insurance coverage or policy ultimately mitigates a claim made. Losses, liabilities and delays arising from uninsured or underinsured events could have a material adverse impact on the operations, financial performance and financial position of Allkem.

Allkem’s operations and expansion plans may require increases in expected capital expenditure commitments. Allkem may require additional funding to continue or expand its business and may require additional capital in the

In the event that Allkem is unable to obtain adequate external financing on acceptable terms, or at all, to satisfy its operating, development and expansion plans, Allkem’s liquidity, business and results of operations may be materially and adversely affected.

In the ordinary course of operations, Allkem is required to issue financial assurances, specifically insurances and bond/bank guarantee instruments, in order to secure statutory and environmental performance undertakings and commercial arrangements. Allkem’s ability to provide such assurances is subject to uncertain factors, including external financial and credit market assessments, as well as its own financial position.

Additionally, Allkem’s existing financing agreements for Olaroz contain, and other financing arrangements in the future may contain, a range of covenants, some of which are or may be linked to construction timetables. There is a risk that ongoing and protracted delays in the construction of these projects, which may be caused by factors outside of Allkem’s control, may result in a breach of covenants contained in the financing agreements. If Allkem is unable to issue assurances or comply with the covenants in its current financing arrangements, its ability to obtain or maintain sufficient financing and, therefore, Allkem’s liquidity, business and result of operations may be adversely affected.

Allkem has in the past made, and may continue to make, additional acquisitions of, or investments in, companies or technologies that complement Allkem’s current projects, enhance its market coverage, technical capabilities or production capacity, expand its access to lithium deposits in other geographic locations, or otherwise offer growth opportunities. Allkem has also pursued these opportunities through joint ventures. Allkem’s execution of these growth opportunities is limited by its ability to identify appropriate acquisition or joint venture candidates and its financial resources, including available cash and borrowing capacity.

Additionally, integrating acquired operations into Allkem’s existing operations may result in unanticipated challenges, including by requiring significant financial resources and the diversion of management’s attention. Even with such costs, Allkem can make no assurance that such acquisitions will achieve estimated synergies. Such synergies may not materialize at all or may not materialize to the extent that Allkem anticipated. Alternatively, the realization of the synergies and the operational objectives and benefits may be delayed due to various factors, including matters beyond Allkem’s control.

Allkem has historically reported and currently reports its financial statements in accordance with IFRS. In the past, there have been and, in the future, there may be certain significant differences between IFRS and GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. Specifically, the differences between IFRS and GAAP that impact areas of Allkem’s financial statements include those related to rehabilitation provisions, leases, incurred exploration and evaluation expense, equity securities, and taxes, as well as the presentation of the financial statements. As a result, Allkem’s financial

As an Australian public company, Allkem is not subject to the requirements of the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting and that independent auditors provide companies with attestation reports on the effectiveness of its internal controls over financial reporting. These requirements apply to Livent and, following the consummation of the transaction, will apply to NewCo. Rather, Allkem is subject to the Australian Corporations Act, specifically including its requirements to maintain books and records, to prepare periodic financial statements (and to have those audited by an independent auditor) and to obtain certain declarations from Allkem’s Chief Executive Officer, Chief Financial Officer, and directors about the compliance of those periodic financial statements with accounting standards and their presentation of a “true and fair view.” Additionally, Allkem is subject to Principle 4 of the ASX’s Corporate Governance Principles and Recommendations, which is intended to safeguard the integrity of corporate records and prescribes procedures and requirements regarding the adequacy of a company’s reporting processes, internal control framework, Chief Executive Officer and Chief Financial Officer declarations, and external auditor independence and performance.

Because Allkem is not subject to the Sarbanes-Oxley Act and does not comply with all of its requirements, Allkem currently has a less robust system of internal controls and procedures than those generally required of companies that are subject to the Sarbanes-Oxley Act (including with respect to information technology systems and tax processes). Accordingly, it is possible that investors may be less confident in Allkem’s internal controls and procedures, as well as its operating results. Further, NewCo will, following the completion of the transaction, be subject to the Sarbanes-Oxley Act and if NewCo’s management is unable to conclude that it has effective internal controls over financial reporting (including financial reporting with respect to Allkem’s operations) or its independent auditors are unwilling or unable to provide NewCo with an unqualified report on the effectiveness of its internal controls over financial reporting, investors may lose confidence in NewCo’s operating results and it may be subject to litigation or regulatory enforcement actions.

Any future determination by Allkem to pay dividends will be at the discretion of the Allkem Board and will depend on the financial condition of Allkem, its future capital requirements, general business and other factors that the Allkem Board considers relevant. No assurance can be made regarding the future declaration or payment of dividends.

A substantial portion of Allkem’s operations is located in Argentina. Any circumstance or event which negatively impacts Argentina could materially affect the financial performance of Allkem.

Operating in Argentina involves the risk that Allkem may experience certain disruptive events, such as general changes in Argentina’s political, regulatory, fiscal or monetary framework or reliability, changes in the terms of lithium brine-related legislation, including rules or regulations surrounding in-country beneficiation, changes in the foreign ownership requirements in Argentina, changes to royalty arrangements, changes to taxation rates and concessions in Argentina, currency controls, high inflation, tariffs and duties (including changes to such tariffs and duties), expropriation or nationalization by the federal or provincial governments and changes in the ability to enforce legal rights in Argentina. In the past, Argentina has experienced government instability, including coups and military rule, and in the future, these outcomes could lead to changes in Allkem’s mining rights, licenses or permits, regardless of Allkem’s compliance.

These factors are likely to be beyond the control of Allkem and any of these factors may adversely affect the financial performance of Allkem. Stability in Argentina, Japan, Australia, Canada or any other country in which Allkem may, in the future, have an interest is uncertain. Government policies are subject to change, and any changes are likely to be beyond the control of Allkem but may affect Allkem’s profitability.

To conduct its business, Allkem must obtain various governmental licenses, permits, authorizations, concessions and other approvals in connection with its activities in relevant jurisdictions, including Argentina, Australia, Canada and Japan. Such required approvals are related to the laws and regulations that govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, surface rights, environmental protection, safety and other matters. Obtaining and complying with the necessary operating authorizations or governmental regulations involves inherent uncertainty and can be complex, costly and time consuming.

The duration, cost and success of Allkem’s applications for these operating authorizations are contingent on many factors, including those outside the control of Allkem. A delay in obtaining or renewing, or a failure to obtain or renew, a necessary permit may delay Allkem’s projects or render Allkem’s projects unable to proceed. The operating authorizations that Allkem needs may not be issued, maintained or renewed either in a timely fashion or at all, which may constrain the ability of Allkem to conduct its mining operations and development activities, and which in turn may impact Allkem’s operations, financial performance and financial position.

Additionally, new laws or regulations may be enacted, or existing laws and regulations could be applied in a manner, which could limit or curtail Allkem’s activities. The ultimate development or operation of Allkem’s assets may also be negatively impacted. Any inability to conduct Allkem’s mining operations or development activities pursuant to applicable required authorizations could materially reduce Allkem’s production and cash flow.

Allkem operates in jurisdictions that are governed by native title and heritage legislation, including in Australia and Canada. Native title and heritage legislation may affect Allkem’s ability to gain access to prospective exploration areas or obtain required permits and licenses. Allkem may, from time to time, be required to negotiate with Indigenous landowners and First Nations peoples for access and other rights required in order to mine on particular properties. There may be significant delays and costs associated with these negotiations in order to reach an agreement acceptable to all relevant parties. This may delay or halt Allkem’s operations and development activities in certain areas and affect its financial results accordingly.

Allkem is subject to extensive laws, rules and regulations regarding occupational health and safety. Additionally, more stringent laws, regulations or policies regarding occupational safety and health may in the future be implemented or existing laws, regulations and policies may in the future be more stringently enforced. As a result, Allkem may experience increased costs of production arising from compliance with such laws, rules and regulations. Further, changing rules and regulations present a potential risk of future noncompliance.

In the event that Allkem fails to comply with any occupational safety and health laws or regulations, Allkem could also be required to rectify any problems within a period prescribed by law or as prescribed by the relevant regulatory authorities. Failure to rectify any such problem could lead to disruptions to business and noncompliance could result in penalties involving mandatory fines or litigation. Additionally, if noncompliance leads to an accident, Allkem’s business, reputation and financial condition may be adversely affected, and Allkem may be subject to penalties and civil or criminal liability. Noncompliance with occupational health and safety laws may also lead to

Allkem’s operations and activities are subject to the environmental laws and regulations of Argentina, Australia, Canada and Japan. These environmental laws and regulations are evolving to require stricter standards, enforcement behaviors, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility and liability for companies and their officers, directors and employees. Changes in environmental legislation and Allkem’s required compliance with that legislation could increase the cost of Allkem’s exploration, development and mining activities or delay or preclude those activities altogether.

As with all mining operations and exploration projects, Allkem’s operations and activities are expected to have an impact on the environment. Accordingly, in the event of noncompliance, Allkem’s operations may give rise to potentially substantial costs for environmental rehabilitation, damage control and losses that exceed Allkem’s estimates. Allkem’s operations also create the possibility of regulatory intervention or litigation. All of these results could adversely impact Allkem’s operations, reputation, financial performance and financial position.

Allkem is unable to predict the effect of changes to current environmental laws and regulations or additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase Allkem’s cost of doing business or affect its operations in any area. New environmental laws, regulations or stricter enforcement policies (especially those relating to the challenges posed by climate change and the transition to a lower-carbon economy), once implemented, may require Allkem to incur significant expenses and undertake significant investments which could have a material adverse effect on Allkem’s business, financial condition and financial performance.

Allkem may be subject to legal and regulatory investigations, as well as reviews and other compliance monitoring by regulators and enforcement bodies, from time to time. These proceedings may be time consuming, expensive and may divert management’s attention and other resources. If adverse findings are made by a regulatory or enforcement body as a result of an investigation or review, Allkem may face reputational consequences. There is also a risk of civil and criminal liability, statutory or regulatory sanctions, infringement notices and requirements to pay compensation or fines. Further, in connection with any adverse findings, Allkem may be required to enhance its control framework, governance and systems. Any material investigation or adverse finding resulting from investigations involving Allkem could have a material adverse impact on the operations, reputation, financial performance and financial position of Allkem.

Anti-bribery and anti-corruption laws in jurisdictions around the world generally prohibit companies and their employees or intermediaries from bribing or making improper payments to both domestic and foreign officials or other persons for the purpose of obtaining or retaining business or securing some other business advantage. Allkem’s operations are governed by and involve interaction with many levels of government across various jurisdictions, including in Australia, Argentina, Japan and Canada.

Although Allkem has established formal policies and procedures for preventing and monitoring this conduct, instances of fraud, bribery, corruption, and violations of laws and regulations could expose Allkem, its directors and its senior management to civil or criminal liability or other sanctions. This could have a material adverse effect on Allkem’s reputation, business and financial performance. In the case of an alleged violation of the applicable anti-corruption legislation, an investigation may be expensive and require significant time and attention from Allkem’s senior management and may adversely affect Allkem’s reputation.

Allkem and its operations are subject to various federal, state and local laws (including with respect to the Commonwealth of Australia, the State of Western Australia, Argentina, the provinces of Jujuy, Catamarca and Salta in Argentina, Canada, the province of Québec in Canada and Japan). Changes to current laws in the jurisdictions where Allkem operates or may in the future operate could have a material adverse impact on Allkem’s operations, financial performance and financial position. Given the number of jurisdictions in which Allkem operates, it may be more likely to be affected by changes in legislation than companies with a less diverse geographic operating presence.

Allkem’s effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation or in the way tax legislation is interpreted throughout the world.

Allkem’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in tax laws and regulations or their interpretation. Allkem’s tax rates may increase in the future. For instance, tax rates in Argentina, where Allkem has substantial operations, are calculated in Argentine pesos, as opposed to U.S. Dollars, which Allkem uses to report its results. Accordingly, inflation, devaluation (including of the Argentine peso) and associated regulation and policy may have a material impact on Allkem’s effective tax rate in U.S. Dollars. Additionally, pursuant to recent changes in Argentine tax legislation, the corporate tax rate for the top tax bracket was increased from 30% to 35% effective January 1, 2021, and Allkem may be subject to further tax increases in the jurisdictions in which it operates. Allkem has a presence in countries that will adopt pillar two of the Inclusive Framework agreement. Currently, legislation outlining how every country will adopt the recommendations has not been released and there is a risk Allkem’s effective tax rate will be impacted. Any further increase in tax rates in the jurisdictions where Allkem operates may adversely affect Allkem’s financial performance.

Allkem is registered in Queensland, Australia and it and its business are subject to the takeover laws of Australia, which are prescribed by the Australian Corporations Act and the policy of the Australian Takeovers Panel. Compliance with Australian takeover laws may delay, or result in conditions or restrictions on, the closing of the transaction, or prevent the closing of the transaction entirely. For more information, see the section entitled “The Transaction—Regulatory Approvals—Australian Court and Allkem Shareholder Approval.”

As an Australian public company that has not issued securities pursuant to and is not subject to the SEC’s rules and regulations, Allkem is not required to, and does not, make public disclosures in compliance with the Exchange Act. Allkem is not required to file periodic reports and financial statements with the SEC, as is required by a company whose securities are registered under or that is otherwise subject to the Exchange Act, such as Livent and, following the completion of the transaction, NewCo. Additionally, Allkem is not required to comply with the SEC’s Regulation FD, which restricts the selective disclosure of material non-public information. Rather, Allkem is required to comply with the financial reporting and continuous disclosure requirements under Australian law (including under the Australian Corporations Act and the Listing Rules of the ASX), which require the preparation of financial statements on an annual and semi-annual basis. Differences in the required disclosure regime with respect to which Allkem is subject may impact the comparability of the information regarding Allkem’s business and financial results and risks that Allkem has disclosed under Australian law and the information regarding Allkem included in this proxy statement/prospectus. The amount of information available about Allkem may also be more limited relative to the information available about a company that is required to report under the Exchange Act.

Allkem is a public company registered under the Australian Corporations Act. Therefore, the rights of holders of Allkem’s ordinary shares are governed by Australian law and Allkem’s constitution. These rights differ from the typical rights of shareholders in U.S. or Jersey corporations. Conversely, the rights of Livent’s stockholders are governed by Delaware law and the rights of NewCo’s shareholders are governed by Jersey law. In addition, Livent is and, following the consummation of the transaction, NewCo will be, subject to the listing requirements of the NYSE. Accordingly, it is possible that Allkem’s current shareholders who become NewCo shareholders may be afforded fewer protections and, if successful, smaller amounts of damages than those afforded to Livent’s shareholders or NewCo’s shareholders in certain circumstances.

Allkem’s operating and financial performance is influenced by a variety of general economic and business conditions, including consumer spending levels, lithium prices, inflation, interest and exchange rates, supply and demand trends, key customer concentration, industrial disruption, availability of debt and capital markets, tariffs and duties and government fiscal, monetary and regulatory policies.

Changes in these general economic conditions may result from factors including government policy, international economic conditions, significant acts of terrorism, hostilities or war, pandemics or natural disasters (including volcanic eruption, tsunamis and floods). A prolonged deterioration in general economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could have an adverse impact on Allkem’s operating and financial performance and financial position. Adverse changes in these general economic conditions may also negatively affect Allkem’s future revenues, results of operations and share price (which may, in turn, have an adverse impact on Livent’s share price or the price of NewCo Shares following the completion of the transaction).

As an Australian public company that reports its results in U.S. Dollars, Allkem faces unique risks related to exchange rate fluctuations. Revenue derived from Allkem’s product sales are reported in U.S. Dollars, while a proportion of Allkem’s costs are accounted for in other currencies, including Australian dollars, Argentine pesos, Japanese yen and Canadian dollars. Additionally, any capital raised by Allkem from security offerings or other potential financing arrangements may be in Australian dollars.

Accordingly, Allkem is exposed to the risk of foreign currency fluctuations as well as exchange rate volatility, both of which are affected by a number of factors that are beyond Allkem’s control. These factors include restrictions associated with regulations of the Central Bank of Argentina, as well as other economic controls, restrictions and conditions in the relevant country and elsewhere, in particular, with respect to interest rates and inflation. For instance, for over 20 years, high inflation rates have been a persistent issue in Argentina, where Allkem has substantial operations. To the extent inflation rates in Argentina are not offset by devaluation of the Argentine peso, the costs of Allkem are likely to increase.

Finally, prices of local materials and wages can also be affected by currency exchange rates, which could negatively impact Allkem’s production and financial performance, depending on fluctuations. Therefore, exchange rate movements in the Australian dollar, U.S. Dollar, Argentine peso, Japanese yen and Canadian dollar may materially and adversely affect Allkem’s financial position and operating results.

The occurrence of natural disasters, such as fires, floods, tsunamis, seismic and volcanic activity and earthquakes; pandemics; or other unanticipated catastrophes at any of the locations where Allkem does business or its assets are located could cause interruptions in Allkem’s operations. These catastrophes could result in long or

As with all enterprise information systems, Allkem’s information technology systems could be breached by outside parties intent on extracting information, corrupting information, or disrupting business processes. Attempts to gain unauthorized access to information technology systems have become more sophisticated over time. Allkem’s systems, which contain critical information about its business (including intellectual property and confidential information of its customers, vendors and employees) may be subject to unauthorized access attempts. Unauthorized access could disrupt Allkem’s business operations and could result in failures or interruptions in Allkem’s computer systems and in the loss of assets (including its intellectual property and confidential business information), which could harm Allkem’s competitive position, reduce the value of Allkem’s investment in strategic initiatives or otherwise have a material adverse effect on its business, financial condition or results of operations. In addition, breaches of Allkem’s security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about Allkem, its employees, its vendors, or its customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and could also potentially result in liability to Allkem. This could damage Allkem’s reputation, or otherwise harm its business, financial condition, or results of operations.

Geo-political instability and uncertainty, such as acts of terrorism, international hostilities, labor strikes, civil wars, the current tensions between China and Taiwan and the war in Ukraine may negatively impact the global economy and Allkem’s business. These occurrences and conflicts have already resulted in and may continue to result in sanctions (including with respect to China), embargoes, regional instability, energy shortages, geo-political shifts and adverse effects on macroeconomic conditions, security conditions, challenges to currency exchange rates and financial markets, and global shipping constraints, all of which may be detrimental to Allkem’s operations, financial performance and financial position. Allkem only has a limited ability to insure against these risks.

There is an increasing focus from certain investors, customers, consumers, regulators, government officials, community groups, employees, the press, NGOs and other stakeholders concerning sustainability and ESG matters. Allkem routinely communicates certain goals and initiatives regarding environmental matters, responsible sourcing, human rights, corporate governance and social responsibility. Allkem could fail, or be perceived to fail, in its achievement of such initiatives or goals. In addition, Allkem could be criticized, including through social media, for the scope of such initiatives or goals or be perceived as not acting responsibly in connection with these matters. Allkem’s business and its reputation could be negatively impacted by such shortcomings, failings or perceptions, and this could impact various spheres of Allkem’s business and reputation, including employee recruitment and retention, as well as the willingness of customers and partners to do business with Allkem or its customers.

Based on the products in Allkem’s supply chain and the services it procures, Allkem’s operations and supply chain are exposed to human rights issues, including modern slavery. Modern slavery can occur in all industries and sectors, but some products and services are associated with higher incidences of modern slavery. For instance, products in Allkem’s supply chain, including materials, chemicals, textiles and technology, are considered to be at a higher risk of being impacted by modern slavery. Additionally, certain services Allkem procures, including those associated with construction, cleaning and laundry services, logistics and transportation services (including trucking,

Challenges associated with the COVID-19 pandemic (and its related variants) are constantly evolving. The COVID-19 pandemic has created uncertainty across various global economic factors and has had, and is likely to continue to have, a significant impact on global capital markets including share prices, commodity prices and foreign exchange rates. Actions taken by the governments in Japan and Argentina specifically, as well as governments across the jurisdictions in which Allkem operates generally, have had and may continue to have a material adverse impact on Allkem’s production, financial performance and outlook and liquidity. Such actions have included and may in the future include national lockdowns, border controls, quarantine requirements and travel restrictions.

The COVID-19 pandemic has also caused supply chain disruptions, which have in the past had, and may continue to have, negative impacts on Allkem’s operations and financial position.

Future outbreaks of COVID-19 (and its related variants) or other pandemics could result in temporary suspensions of or disruptions to Allkem’s operations. This could impact Allkem’s future cash flows, profitability and financial condition. The long-term impacts from the COVID-19 pandemic on general economic and industry conditions, transport and logistics, as well as consumer spending, are uncertain and may adversely impact Allkem’s business.

On May 10, 2023, Livent, Allkem and NewCo entered into the Transaction Agreement, which was subsequently joined by Merger Sub, providing for a combination of Livent and Allkem in a merger of equals transaction. “Allkem Livent plc” is the temporary name for NewCo.

Livent Corporation, a Delaware corporation formed in 2018, is a fully integrated lithium company, with a long, proven history of producing performance lithium compounds. Its primary products, namely battery-grade lithium hydroxide, lithium carbonate, butyllithium and high purity lithium metal are critical inputs used in various performance applications. Livent’s strategy is to focus on supplying high performance lithium compounds to the fast-growing EV and broader battery markets, while continuing to maintain its position as a leading global producer of butyllithium and high purity lithium metal. Headquartered in Philadelphia, Pennsylvania, Livent has a combined workforce of approximately 1,350 full-time, part-time, temporary, and contract employees and operates manufacturing sites in the U.S., England, China, and Argentina.

Allkem Limited, an ASX-listed Australian public company limited by shares, is a lithium company with a global portfolio of high-quality lithium chemical and spodumene concentrate operations and projects. Its portfolio includes lithium brine operations and development projects in Argentina, a hard rock lithium operation in Australia, a hard rock development project in Québec, and a lithium hydroxide conversion facility in Japan. Allkem employs approximately 1,300 people across Australia, Argentina, Canada and Japan.

Allkem Shares are quoted on the ASX under the symbol “AKE” and listed on the TSX under the symbol “AKE.”

Allkem Livent plc, a public limited company incorporated under the laws of the Bailiwick of Jersey and an Irish tax resident, was incorporated on May 5, 2023, originally as Lightning-A Limited, a private limited company incorporated under the laws of the Bailiwick of Jersey. As of the date of this proxy statement/prospectus, NewCo’s outstanding shares are held by two Livent employees. Upon completion of the transaction, Livent and Allkem will each become a wholly owned subsidiary of NewCo and NewCo will continue as a holding company. Following the transaction, former Livent stockholders will be holders of NewCo Shares and former Allkem shareholders will be holders of NewCo Shares or CDIs.

NewCo has no assets and has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the transaction. There is currently no established public trading market for NewCo Shares, but NewCo Shares are expected to trade on the NYSE under the symbol “[ ]” upon consummation of the transaction. “Allkem Livent plc” is the temporary name of NewCo, and, pursuant to the Transaction Agreement, the parties intend to change the name of NewCo prior to the scheme effectiveness.

Lightning-A Merger Sub, Inc., a Delaware corporation, was formed on May 26, 2023 for the sole purpose of effecting the transaction. Merger Sub has no assets and has not carried on any activities or operations to date, except for those activities incidental to its formation or undertaken in connection with the transaction. In connection with the transaction, Merger Sub will merge with and into Livent, with Livent surviving the merger as a wholly owned indirect subsidiary of NewCo.

Prior to the closing, an Irish private company limited by shares will be formed and will become a party to the Transaction Agreement. We refer to this entity as Irish IntermediateCo. Irish IntermediateCo will become the sole stockholder of Merger Sub, and NewCo will become the sole shareholder of Irish IntermediateCo, prior to the effective time. Following the merger, Irish IntermediateCo will be a wholly owned direct subsidiary of NewCo and Livent will be a wholly owned direct subsidiary of Irish IntermediateCo.

This section contains information for Livent stockholders about the special meeting that Livent has called to allow Livent stockholders to consider and vote on the Transaction Agreement and the transaction and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting of Livent stockholders and a form of proxy card that the Livent Board is soliciting for use by the Livent stockholders entitled to vote at the special meeting and at any adjournments or postponements of the special meeting.

The Livent Special Meeting of Livent stockholders will be a virtual meeting conducted exclusively via live webcast online starting at [ : ] a.m. Eastern time (with log-in beginning at [ : ] a.m. Eastern time) on [  ], 2023. Livent stockholders will be able to attend the Livent Special Meeting online only and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/LTHM2023SM and entering the 16-digit control number included on the proxy card that Livent stockholders received. Because the Livent Special Meeting is completely virtual and being conducted via live webcast, Livent stockholders will not be able to attend the meeting in person. On or about [  ], Livent commenced mailing this proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Livent Special Meeting.

At the Livent Special Meeting, Livent stockholders will be asked to consider and vote upon the following proposals:

The Livent Proposals are described in further detail below. The Livent Board is not aware of any other business to be acted upon at the Livent Special Meeting.

The Livent Board unanimously recommends that the Livent stockholders vote “FOR” the Livent Transaction Agreement Proposal, “FOR” the Livent Advisory Compensation Proposal, “FOR” the NewCo Advisory Governance Documents Proposals” and “FOR” the Livent Adjournment Proposal. See “The Transaction— Recommendation of the Livent Board; Livent’s Reasons for the Transaction.”

Consummation of the transaction, including the merger, is conditioned upon approval by the Livent stockholders of the Livent Transaction Agreement Proposal, but is not conditioned upon approval of the Livent Advisory Compensation Proposal, the NewCo Advisory Governance Documents Proposals or the Livent Adjournment Proposal.

The Livent Board has fixed the close of business on [  ], 2023 as the record date for determining the Livent stockholders entitled to receive notice of and to vote at the Livent Special Meeting.

As of the Merger Record Date, there were [  ] Livent Shares outstanding and entitled to vote at the Livent Special Meeting. Each Livent Share entitles the holder to one vote at the Livent Special Meeting on each proposal to be considered at the Livent Special Meeting.

The representation, present virtually or by proxy, of a majority of the Livent Shares issued and outstanding on the Merger Record Date and entitled to vote is necessary to constitute a quorum. For purposes of the Livent Special Meeting, an abstention as to a particular matter occurs when either (a) a Livent stockholder affirmatively votes to

Abstentions (as described more fully below in this section) will be counted as present for purposes of determining a quorum. If you fail to submit a proxy or to vote virtually at the Livent Special Meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your Livent Shares will not be counted towards a quorum. Because it is expected that all Livent Proposals to be voted on at the Livent Special Meeting will be “non-routine” matters, broker non-votes will not be considered by Livent as present and entitled to vote and will therefore be excluded for purposes of determining a quorum.

Approval of the Livent Transaction Agreement Proposal is required for consummation of the transaction, including the merger. Approval of any of the Livent Advisory Compensation Proposal, the NewCo Advisory Governance Documents Proposals or the Livent Adjournment Proposal is not required for consummation of the transaction, including the merger.

Approval of the Livent Transaction Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding Livent Shares entitled to vote on the proposal.

Abstentions or failures to vote, either virtually or by proxy, at the Livent Special Meeting will have the same effect as a vote “AGAINST” the Livent Transaction Agreement Proposal. Because the Livent Transaction Agreement Proposal is non-routine under NYSE rules, banks, brokers, and other nominees do not have discretionary authority to vote on the Livent Transaction Agreement Proposal and will not be able to vote on the Livent Transaction Agreement Proposal absent instructions from the beneficial owner. The failure of a beneficial owner to provide voting instructions to its bank, broker or other nominee will have the same effect as a vote “AGAINST” the Livent Transaction Agreement Proposal.

Approval of the Livent Advisory Compensation Proposal on a non-binding, advisory basis requires the affirmative vote of a majority of the Livent Shares entitled to vote at the Livent Special Meeting and represented at the meeting.

Abstentions are considered Livent Shares present and entitled to vote and will have the same effect as a vote “AGAINST” the Livent Advisory Compensation Proposal. Failures to submit a proxy or failures to attend and vote, either virtually or by proxy, at the Livent Special Meeting will have no effect on the outcome of the Livent Advisory Compensation Proposal. Because the Livent Advisory Compensation Proposal is non-routine under NYSE rules, banks, brokers, and other nominees do not have discretionary authority to vote on the Livent Advisory Compensation Proposal and will not be able to vote on the Livent Advisory Compensation Proposal absent instructions from the beneficial owner. The failure of a beneficial owner to provide voting instructions to its bank, broker or other nominee will have no effect on the outcome of the Livent Advisory Compensation Proposal.

Approval of each of the NewCo Advisory Governance Documents Proposals on a non-binding, advisory basis requires the affirmative vote of a majority of the Livent Shares entitled to vote at the Livent Special Meeting and represented at the meeting.

Abstentions are considered Livent Shares present and entitled to vote and will have the same effect as a vote “AGAINST” each NewCo Advisory Governance Documents Proposal. Failures to submit a proxy or failures to attend and vote, either virtually or by proxy, at the Livent Special Meeting will have no effect on the outcome of the NewCo Advisory Governance Documents Proposals. Because each NewCo Advisory Governance Documents Proposal is non-routine under NYSE rules, banks, brokers, and other nominees do not have discretionary authority

Approval of the Livent Adjournment Proposal requires the affirmative vote of a majority of the Livent Shares entitled to vote at the Livent Special Meeting and represented at the meeting, whether or not a quorum is present.

Abstentions are considered Livent Shares present and entitled to vote and will have the same effect as a vote “AGAINST” the Livent Adjournment Proposal. Failures to submit a proxy or failures to attend and vote, either virtually or by proxy, at the Livent Special Meeting will have no effect on the outcome of the Livent Adjournment Proposal. Because the Livent Adjournment Proposal is non-routine under NYSE rules, banks, brokers, and other nominees do not have discretionary authority to vote on the Livent Adjournment Proposal and will not be able to vote on the Livent Adjournment Proposal absent instructions from the beneficial owner. The failure of a beneficial owner to provide voting instructions to its bank, broker or other nominee will have no effect on the outcome of the Livent Adjournment Proposal.

As of the Merger Record Date, directors and executive officers of Livent and their affiliates owned and were entitled to vote [  ] Livent Shares, representing approximately [  ]% of the Livent Shares outstanding and entitled to vote on that date. As of the date of this proxy statement/prospectus, the directors and executive officers of Allkem and their affiliates do not own any Livent Shares. Livent currently expects that Livent’s directors and executive officers will vote their Livent Shares in favor of the Livent Proposals, although none of them has entered into any agreement obligating him or her to do so.

Giving a proxy means that a Livent stockholder authorizes the persons named in the enclosed proxy card to vote its Livent Shares at the Livent Special Meeting in the manner the Livent stockholder directs. A Livent stockholder may vote by proxy or virtually at the Livent Special Meeting. If you hold your Livent Shares in your name as a stockholder of record, to submit a proxy, you, as a Livent stockholder, may use one of the following methods:

See below for further instructions specific to Livent Shares held in “street name” by a bank, broker or other nominee.

Every Livent stockholder’s vote is important. Accordingly, each Livent stockholder should submit its proxy by telephone or the internet, or sign, date and return the enclosed proxy card by mail in the enclosed postage-paid envelope, whether or not the Livent stockholder plans to attend the Livent Special Meeting.

If your Livent Shares are held in “street name” through a bank, broker or other nominee, you should check the voting form used by that firm to determine whether you may give voting instructions by telephone or the internet and must instruct such bank, broker or other nominee on how to vote such shares by following the instructions that the bank, broker or other nominee provides you along with this proxy statement/prospectus. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your Livent Shares, so you should read carefully the materials provided to you by your bank, broker or other nominee.

You are not permitted to vote Livent Shares held in “street name” by returning a proxy card directly to Livent, by voting by telephone or internet or by voting virtually at the Livent Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, banks, brokers or other nominees who hold Livent Shares on behalf of their customers cannot give a proxy to Livent to vote those shares with respect to any of the Livent Proposals without specific instructions from their customers, because banks, brokers and other nominees do not have discretionary voting power on any of the Livent Proposals. Therefore, if your Livent Shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares,

If your Livent Shares are held in “street name” and you do not instruct your bank, broker or other nominee on how to vote your shares with respect to any of the Livent Proposals, your Livent Shares will not be counted toward determining whether a quorum is present. Your shares will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares with respect to one or more of the Livent Proposals.

If you are a Livent stockholder of record, you may revoke or change your proxy at any time before it is voted at the Livent Special Meeting by:

The cost of the solicitation of proxies from Livent stockholders will be borne by Livent. Livent will reimburse brokers and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Livent Shares. Livent has retained the professional proxy solicitation firm Morrow Sodali LLC to assist in the solicitation of proxies for a base fee of approximately $35,000 plus reasonable out-of-pocket expenses. In addition to solicitations by mail, Livent’s directors, officers and employees may solicit proxies personally or by email or telephone without additional compensation.

Livent is asking Livent stockholders to adopt the Transaction Agreement and approve the transactions contemplated thereby, including the merger. A copy of the Transaction Agreement is attached as Annex A to this proxy statement/prospectus. For a discussion of the terms and conditions of the Transaction Agreement, see the section entitled “The Transaction Agreement” beginning on page 126 of this proxy statement/prospectus. For a discussion of certain risks relating to the transaction, see the section entitled “Risk Factors” beginning on page 32 of this proxy statement/prospectus. For a discussion of other considerations related to the transaction, see the section entitled “The Transaction” beginning on page 76 of this proxy statement/prospectus. This information should be read and considered together with the rest of this proxy statement/prospectus.

The transaction, including the merger, cannot be completed without the approval of the Livent Transaction Agreement Proposal by the affirmative vote of a majority of the outstanding Livent Shares entitled to vote on the Livent Transaction Agreement Proposal. If you do not vote, the effect will be the same as a vote “AGAINST” approving the Transaction Agreement.

The Livent Board has unanimously (i) declared that the Transaction Agreement and the consummation of the transactions contemplated thereby are advisable and fair to, and in the best interests of, Livent and the Livent stockholders, (ii) approved the Transaction Agreement and the transactions contemplated thereby, (iii) authorized the execution, delivery and performance of the Transaction Agreement on its terms, and (iv) directed that the Transaction Agreement be submitted to a vote at the Livent Special Meeting.

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Livent is seeking a non-binding, advisory stockholder approval of the compensation of Livent’s named executive officers (“NEOs”) that is based on or otherwise relates to the transactions contemplated by the Transaction Agreement as disclosed in the section entitled “The Transaction Agreement” beginning on page 126 of this proxy statement/prospectus. The proposal gives holders of Livent Shares the opportunity to vote, on a non-binding, advisory basis, on the transaction-related compensation that may be paid or become payable to Livent’s NEOs.

The Livent Board encourages you to review carefully Livent’s NEOs’ merger-related compensation information disclosed in this proxy statement, and is asking holders of Livent Shares to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to Livent’s NEOs, in connection with the transactions contemplated by the Transaction Agreement, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in “The Transaction—Interests of Livent’s Directors and Executive Officers in the Transaction—Quantification of Payments and Benefits to Livent’s Named Executive Officers,” are hereby APPROVED.”

The vote on the Livent Advisory Compensation Proposal is a vote separate and apart from the votes on the Livent Transaction Agreement Proposal, the NewCo Advisory Governance Documents Proposals and the Livent Adjournment Proposal. Accordingly, if you are a holder of Livent Shares, you may vote to approve the Livent Transaction Agreement Proposal and/or the NewCo Advisory Governance Documents Proposals and/or the Livent Adjournment Proposal and vote not to approve the Livent Advisory Compensation Proposal, and vice versa. The approval of the Livent Advisory Compensation Proposal by holders of Livent Shares is not a condition to the completion of the transaction. Because the vote on the Livent Advisory Compensation Proposal is advisory only, it will not be binding on Livent or Allkem. Accordingly, because Livent is contractually obligated to make these

Approval of the Livent Advisory Compensation Proposal on a non-binding, advisory basis requires the affirmative vote of a majority of the Livent Shares entitled to vote on this proposal and represented at the Livent Special Meeting. An abstention will have the same effect as a vote cast “AGAINST” the proposal, but a failure to be represented will not have any effect on this proposal.

Following the completion of the transaction, NewCo will be governed by the NewCo Organizational Documents, the applicable form of which is filed as Annex B to this proxy statement/prospectus. Each Livent stockholder immediately prior to the transaction will become a NewCo shareholder upon completion of the transaction and the NewCo Shares received by Livent stockholders at the effective time will be governed by the NewCo articles of association.

In accordance with SEC requirements, Livent is asking Livent stockholders to cast a non-binding, advisory vote on each of the below proposals to express their views on certain provisions of the NewCo articles of association that will substantively affect their rights as NewCo shareholders upon completion of the transaction and that represent a change from the corresponding provisions of Allkem’s current governing documents.

The vote on each of the NewCo Advisory Governance Documents Proposals is a vote separate and apart from the vote on the Livent Transaction Agreement Proposal, and separate and apart from each other NewCo Advisory Governance Documents Proposal. A Livent stockholder may vote to approve the Livent Transaction Agreement Proposal and not vote in favor of any or all of the NewCo Advisory Governance Documents Proposals, and vice versa. Because each of the NewCo Advisory Governance Documents Proposals is advisory only, the results of those votes will not be binding on NewCo, Livent or Allkem and the approval of the NewCo Advisory Governance Documents Proposals is not a condition to the consummation of the transaction.

Accordingly, if the Livent Transaction Agreement Proposal is adopted by the Livent stockholders and the transaction is completed, the NewCo articles of association will become effective, subject only to the conditions applicable thereto, regardless of the results of the vote of the Livent stockholders on the NewCo Advisory Governance Documents Proposals. However, Livent seeks the support of the Livent stockholders and believes that stockholder support is appropriate because the Livent stockholders will become NewCo shareholders upon consummation of the transaction.

Approval of each of the NewCo Advisory Governance Documents Proposals on a non-binding, advisory basis requires the affirmative vote of a majority of the Livent Shares entitled to vote on such proposal and represented at the Livent Special Meeting. An abstention will have the same effect as a vote cast “AGAINST” these proposals, but a failure to be represented will not have any effect on these proposals.

Livent is asking Livent stockholders to grant authority to the proxyholders to approve one or more adjournments of the Livent Special Meeting to a later date or dates for any purpose if necessary or appropriate, including if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the Livent Special Meeting to approve the Livent Transaction Agreement Proposal. Livent intends to move to adjourn the Livent Special Meeting in order to enable the Livent Board to solicit additional proxies for approval of the Livent Transaction Agreement Proposal if, at the Livent Special Meeting, the number of Livent Shares present or represented and voting in favor of the Livent Transaction Agreement Proposal is insufficient to approve such proposal.

If the Livent stockholders approve the Livent Adjournment Proposal, Livent could adjourn the Livent Special Meeting and any adjourned session of the Livent Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Livent stockholders who have previously voted. If, after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting will be given to each stockholder of record on the new record date entitled to vote at the meeting.

Approval of the Livent Adjournment Proposal requires the affirmative vote of a majority of the Livent Shares entitled to vote on this proposal and represented at the Livent Special Meeting, whether or not a quorum is present. An abstention will have the same effect as a vote cast “AGAINST” the proposal, but a failure to be represented will not have any effect on this proposal.

Under Section 262 of the DGCL, holders of Livent Shares are not entitled to exercise dissenters’ or appraisal rights in connection with the Livent Transaction Agreement Proposal because Livent Shares are listed on the NYSE and holders of Livent Shares (other than certain excluded shares) are not required to receive consideration other than NewCo Shares, which are expected to be listed on the NYSE. For more information regarding appraisal rights, please see the section entitled “Comparison of the Rights of Holders of Livent Shares and NewCo Shares” beginning on page 231 of this proxy statement/prospectus.

If you need assistance in completing your proxy card or have questions regarding the Livent Special Meeting, please contact Morrow Sodali LLC, the proxy solicitor for Livent, by telephone at (800) 662-5200 or via email at Livent@info.morrowsodali.com.

On May 10, 2023, Livent, Allkem and NewCo entered into the Transaction Agreement, which was subsequently joined by Merger Sub, providing for a combination of Livent and Allkem in a merger of equals transaction. “Allkem Livent plc” is the temporary name for NewCo.

Livent and Allkem have agreed to combine in a merger of equals transaction under the terms of the Transaction Agreement that are summarized in this proxy statement/prospectus. The Transaction Agreement provides that, if the transaction is approved by Livent’s and Allkem’s respective shareholders and the other conditions to closing the transaction are satisfied or waived at or prior to the closing of the transaction: (a) pursuant to the scheme, each issued, fully paid Allkem Share will be exchanged for (i) where the Allkem shareholder has not elected to receive NewCo Shares in the transaction, one CDI (with exceptions for certain jurisdictions in which Allkem shareholders may receive NewCo Shares unless they elect otherwise) and (ii) where the Allkem shareholder has elected to receive NewCo Shares, one NewCo Share (provided that, where an Allkem shareholder has a registered address in an ineligible jurisdiction, the Allkem Shares of the ineligible Allkem shareholder will be transferred to a sale nominee prior to the scheme implementation, and the sale nominee will then be issued CDIs under the scheme and will subsequently sell all of the CDIs issued to it and remit a pro-rata share of the net proceeds of the sale of all of the CDIs issued to the sale nominee to each ineligible Allkem shareholder); and (b) as promptly as practicable after the scheme implementation, Merger Sub will merge with and into Livent, with Livent surviving the merger as a wholly owned indirect subsidiary of NewCo, pursuant to which each Livent Share, other than certain excluded shares, will be converted into the right to receive 2.406 NewCo Shares.

As a result of the transaction, each of Livent and Allkem will be a wholly owned subsidiary of NewCo, former Livent stockholders will become holders of NewCo Shares, and former Allkem shareholders will become holders of NewCo Shares or CDIs. Immediately following the completion of the transaction, former Allkem shareholders are expected to own approximately 56% of NewCo and former Livent stockholders are expected to own approximately 44% of NewCo. Upon completion of the transaction, the NewCo Shares will be registered with the SEC and are expected to be listed and traded on the NYSE under the symbol “[   ].” Following the transaction, the Livent Shares will be delisted from the NYSE and deregistered under the Exchange Act, and Livent will cease to be publicly traded and will cease filing periodic and other reports with the SEC. In addition, Allkem will be delisted from the ASX and TSX and Allkem Shares will cease to be quoted on ASX and will no longer be publicly traded on a securities exchange in Australia or Canada.

Pursuant to the Transaction Agreement, the parties have agreed to change the name of NewCo prior to the scheme effectiveness. NewCo and its subsidiaries will maintain a critical presence in the same locations from which Livent and Allkem currently operate and NewCo’s headquarters will be in North America in a location mutually determined by Livent and Allkem prior to the scheme effectiveness. NewCo is incorporated in the Bailiwick of Jersey and is an Irish tax resident.

At and following the effective time, the NewCo board of directors will consist of 14 directors, seven of whom will be from the existing Allkem Board and will be nominated by Allkem and seven of whom will be from the existing Livent Board and will be nominated by Livent, including its current Chief Executive Officer.

Allkem’s current Chairman, Mr. Peter Coleman, will serve as Chair of the NewCo board of directors after the transaction.

Livent’s current Chief Executive Officer, Mr. Paul W. Graves, and current Chief Financial Officer, Mr. Gilberto Antoniazzi, will assume those same roles for NewCo after the transaction. The remainder of NewCo’s executive leadership structure and the persons to fill such positions will be mutually determined by Livent and Allkem prior to the scheme effectiveness.

As a result of the transaction, the holders of Livent Shares will become holders of NewCo Shares and the holders of Allkem Shares will become holders of NewCo Shares or CDIs. The rights of NewCo shareholders will be governed by the laws of the Bailiwick of Jersey, including the Jersey Companies Law, and the NewCo Organizational Documents. NewCo’s current articles and memorandum of association will, as of immediately prior to the scheme effectiveness and until amended after the effective time in accordance with their terms, be amended and restated in the respective forms attached as Annex B to this proxy statement/prospectus.

For additional information on post-closing governance, see “—Governance of NewCo Following the Transaction” and “The Transaction Agreement—Governance of NewCo.”

As part of the ongoing evaluation of their respective businesses, the Livent Board and senior management of Livent and the Allkem Board and senior management of Allkem, acting independently, regularly review and assess their respective company’s operations, performance, strategic direction, opportunities and risks in light of current business and economic conditions, and developments in the lithium industry, in each case across a range of scenarios and potential future developments. As part of Livent’s ongoing process, these reviews have included discussions regarding long-term strategic plans and various strategic opportunities available to Livent in seeking to enhance stockholder value. As part of Allkem’s ongoing process, Allkem from time to time, both independently and with the input of various investment banks and other advisors, evaluates potential transactions and other strategic actions that could further its strategic objectives and complement and enhance its competitive strengths and strategic positions, in addition to organic growth potential and other matters, in seeking to enhance shareholder value.

On February 24, 2022, at a regular meeting of the Livent Board, Mr. Paul Graves, Chief Executive Officer of Livent, reviewed with the Livent Board potential growth opportunities and strategic options for Livent, including possible combinations with other companies. The Livent Board discussed a possible stock-for-stock merger of equals transaction with Allkem and, following such review and discussion, the Livent Board determined that Mr. Graves would approach representatives of Allkem about a possible stock-for-stock merger of equals transaction.

On March 16, 2022, Mr. Graves and Mr. Martín Pérez de Solay, Managing Director and Chief Executive Officer of Allkem, met in Montreal, Canada. At the meeting, Mr. Graves raised the possibility of a potential stock-for-stock merger of equals transaction between Livent and Allkem that would be aligned with the fundamental valuations of the respective businesses. Mr. Pérez de Solay expressed an interest in considering whether to explore a transaction.

On March 22, 2022, Mr. Graves spoke with Mr. Martin Rowley, then the Chairman of the Allkem Board, about the potential stock-for-stock merger of equals transaction between Livent and Allkem that had been discussed with Mr. Pérez de Solay. Mr. Rowley also expressed an interest in considering whether to explore a transaction.

During a phone call on April 10, 2022, Mr. Pérez de Solay informed Mr. Graves that the Allkem Board was supportive of proceeding with preliminary discussions concerning a potential stock-for-stock merger of equals transaction between Livent and Allkem.

On April 20, 2022, Livent and Allkem entered into a confidentiality agreement. The confidentiality agreement contained standstill provisions binding on each party with respect to the other party, with an exception for actions taken with the consent of the other party.

On April 21, 2022, Mr. Graves and Mr. Pérez de Solay spoke by phone regarding preparation for a due diligence process and potential terms, timing and structure of a potential transaction.

On April 25, 2022, at a dinner meeting of the Livent Board, Livent management and a representative of Gordon Dyal & Co., Livent’s financial advisor, provided the Livent Board with an overview of the Allkem business, the potential transaction structure, the strategic rationale and focus areas for due diligence. It was discussed that the potential transaction structure to be proposed would be a merger of equals transaction. Goldman Sachs & Co. LLC (“GS”), which was initially assisting Livent with aspects of the potential transaction, provided an overview of equity flowback considerations. At the Livent Board’s regular meeting the following day, Livent management continued to discuss with the directors the potential transaction, plans for future meetings with Mr. Rowley and Mr. Pérez de Solay, and the process for completing due diligence.

On May 6, 2022 and May 10, 2022, at the direction of Livent and Allkem, respectively, representatives of Gordon Dyal & Co., GS, Davis Polk, Livent’s legal advisor, and Allens (“Allens”), Livent’s legal advisor, discussed with representatives of UBS, Standard Chartered plc (“SC”), then Allkem’s financial advisor, Sidley Austin, Allkem’s legal advisor, and King & Wood Mallesons (“KWM”), Allkem’s legal advisor, organizational matters relating to a process to explore a potential transaction, including due diligence and in-person meetings to be scheduled for May 19, 2022 and May 20, 2022 in New York City.

On May 9, 2022, representatives of Gordon Dyal & Co. sent a due diligence request list to Allkem and on May 10, 2022, representatives of UBS sent a due diligence request list to Livent.

Also on May 10, 2022, Livent entered into an engagement letter with Gordon Dyal & Co. with respect to a potential transaction with Allkem, which was subsequently amended on April 26, 2023.

On May 12, 2022, Mr. Graves and Mr. Pérez de Solay spoke by phone to further discuss the process for exploring a potential transaction and the matters to be discussed at in-person meetings on May 19, 2022 and May 20, 2022 in New York City.

On May 14, 2022, Livent provided Allkem and its advisors access to an electronic data room containing due diligence information. On May 15, 2022, Allkem provided Livent and its advisors access to an electronic data room containing due diligence information. Also on May 15, 2022, financial projections were exchanged between the parties.

On May 19, 2022 and May 20, 2022, Livent management and representatives of Gordon Dyal & Co., GS and Davis Polk held a meeting in New York City with Allkem management and representatives of UBS, SC, Sidley Austin and KWM (with certain representatives joining virtually) (the “May 2022 Meetings”). During these meetings, the parties discussed, among other things, the strategic rationale for the potential transaction, potential synergies that may result from the potential transaction, the diligence focus areas and key workstreams that would be necessary to explore a potential transaction. Allkem also stated that a premium would need to be paid to Allkem shareholders to align the transaction exchange ratio with the premium implied by the relative share of fundamental value expected to be contributed to the combined company by Allkem. Livent noted that, to be acceptable to its stockholders, any premium would need to be in a range consistent with a merger of equals transaction.

Following the May 2022 Meetings and until July 11, 2022, Livent and its advisors continued to have in depth discussions and communicate with Allkem and its advisors regarding financial, business and legal due diligence matters.

On a phone call on or around May 25, 2022, Mr. Pérez de Solay confirmed to Mr. Graves that Allkem viewed the possible combination as being structured as a merger of equals transaction, and reiterated that in order to agree to a combination, Allkem would require a premium. Mr. Pérez de Solay again communicated that such a premium would need to be paid to Allkem shareholders to align the transaction exchange ratio with the premium implied by the relative share of fundamental value expected to be contributed to the combined company by Allkem. Mr. Graves again noted that, to be acceptable to Livent stockholders, the premium would need to be in a range consistent with a merger of equals transaction.

On May 26, 2022, representatives of Gordon Dyal & Co. and GS held a call with representatives of SC regarding the valuations of the two companies in the context of a potential transaction. The representatives also discussed the approach to determining the appropriate relative ownership percentages of the Livent and Allkem shareholders in the combined company as well as the potential domicile, listing and governance of the combined company following the potential transaction.

On May 31, 2022, representatives of Gordon Dyal & Co., GS and UBS spoke by phone to discuss the due diligence process and potential approaches to determine the relative ownership percentages of the Livent and Allkem shareholders in the combined company.

On June 1, 2022, Mr. Graves and Mr. Pérez de Solay spoke by phone about the status of due diligence, valuations of the two companies, potential synergies that may result from a potential transaction and the timing of a meeting between Mr. Pierre Brondeau, Chairman of the Livent Board, and Mr. Rowley.

On June 8, 2022, Mr. Brondeau and Mr. Rowley spoke by phone to discuss certain governance matters with respect to the combined company in the event of a potential transaction, including potential options for the management and board of directors structure of the combined company. On this call, Mr. Brondeau and Mr. Rowley also discussed potential approaches to determine the relative ownership percentages of the Livent and Allkem shareholders in the combined company.

On June 11, 2022, Allens sent to KWM and Sidley Austin an initial draft of a merger implementation deed, reflecting a proposed scheme of arrangement in which all of the Allkem Shares would be transferred to a subsidiary of Livent in consideration for Livent Shares.

On June 15, 2022, Livent management and its advisors held a videoconference call with Allkem management and its advisors regarding a possible reformulation of the proposed transaction structure, in which a newly formed holding company would acquire each of Livent and Allkem with former shareholders of Livent and Allkem receiving shares of the holding company. During the meeting, the parties discussed the possibility of the holding company being domiciled outside of the U.S.

On June 16, 2022, Livent management and its financial advisors held a videoconference call with Allkem management and its financial advisors to discuss each company’s previously provided financial projections.

Also on June 16, 2022, at a special meeting of the Livent Board, Livent management provided the Livent Board with an update on the status of the potential merger of equals transaction with Allkem, including updates with respect to due diligence, potential synergies, valuations of the two companies, proposed transaction structure and negotiation of the definitive agreement that would give effect to the potential transaction.

On June 17, 2022, the Allkem Board held a meeting during which Allkem management provided an update regarding the discussions with respect to the potential transaction with Livent. The Allkem Board approved Allkem management’s continued engagement with Livent in connection with the potential transaction.

On June 20, 2022, representatives of Gordon Dyal & Co. and representatives of SC spoke by phone. Representatives of SC informed representatives of Gordon Dyal & Co. that the Allkem Board had authorized Allkem management and its advisors to continue negotiating the potential transaction with Livent.

On June 27, 2022, Livent management and its advisors and Allkem management and its advisors spoke by phone regarding the potential new transaction structure that was discussed during the videoconference call on June 15, 2022. On the same day, Mr. Antoniazzi met with Mr. Pérez de Solay while both were attending a conference in Phoenix, Arizona. At this meeting, Mr. Antoniazzi and Mr. Pérez de Solay discussed, among other things, the status of due diligence, the considerations regarding the proposed transaction structure, the status of the respective financial models to value the two companies, the potential relative ownership percentages of the Livent and Allkem shareholders in the combined company and the status of Allkem’s integration efforts following the Galaxy/Orocobre Merger.

On June 28, 2022, the financial advisors of Livent and Allkem held a videoconference call to discuss, among other things, the potential timetable for the signing of a definitive agreement with respect to the potential transaction, the considerations regarding the proposed transaction structure, the review of the respective financial models to value the two companies and public communications proposed for any announcement of the potential transaction.

On June 29, 2022, Mr. Graves and Mr. Pérez de Solay met in person in New York City to discuss the proposed transaction structure and to review the proposed press release and investor presentation for the potential transaction.

On June 30, 2022, Livent management and its advisors and Allkem management and its advisors spoke by phone regarding the proposed transaction structure and potential synergies that may result from a potential transaction.

On July 5, 2022, the parties entered into a clean team amendment to the existing confidentiality agreement relating to the treatment of certain confidential information.

On July 6, 2022 and July 7, 2022, Livent management held meetings in Buenos Aires, Argentina with Allkem management to discuss the proposed transaction structure, outstanding due diligence requests and drafts of the press release and investor presentation proposed to be used for any announcement of the potential transaction.

On July 6, 2022, Allkem sent Livent an initial draft of a transaction agreement, reflecting the revised proposed transaction structure in which Livent and Allkem would each become a subsidiary of a newly formed holding company incorporated outside of the U.S. with Livent and Allkem shareholders owning shares in the holding company. The parties ceased to discuss the prior drafts of the merger implementation deed.

On July 7, 2022, the Allkem Board held a meeting, also attended by UBS and SC, to review and discuss the status of due diligence, the valuations of the two companies, potential synergies that may result from a potential transaction, proposed terms of governance of the combined company and proposed relative ownership of the combined company by Allkem shareholders if a transaction were to occur. The Allkem Board concluded that a transaction, if upon terms (a) with a relative combined company ownership reflective of each party’s contribution to the fundamental value of the combined company and (b) with an appropriate combined company management team agreed between the parties, would be in the best interests of Allkem shareholders. The Allkem Board then formally provided the Chairman of the Allkem Board authority to negotiate the terms of a potential transaction on behalf of Allkem.

Also on July 7, 2022, the Livent Board held a special meeting with Gordon Dyal & Co. to discuss the valuations of Livent and Allkem, the proposed governance of the combined company and the proposed transaction structure. Following such review and discussion, the Livent Board determined that Mr. Brondeau would meet with Mr. Rowley to negotiate the proposed relative ownership of the combined company by Livent and Allkem shareholders and the proposed governance of the combined company.

On July 8, 2022, Mr. Brondeau and Mr. Rowley met in Athens, Greece to discuss the valuations of the two companies, the proposed relative ownership split of the combined company by Livent and Allkem shareholders and the proposed domicile, listing location and governance of the combined company. Mr. Brondeau proposed ownership of Allkem shareholders in the combined company of 53%, for Livent’s Chief Executive Officer and Chief Financial Officer to be Chief Executive Officer and Chief Financial Officer of the combined company, and for the Chairman of the Allkem Board to be the Chair of the combined company’s board of directors. He also proposed that

On July 10, 2022, Davis Polk sent to Sidley Austin a revised draft of the transaction agreement. Following instructions from Mr. Brondeau and Livent management, Gordon Dyal & Co. sent to SC proposed transaction terms (including regarding the relative ownership split of each party’s shareholders, the composition of the board of directors, including the Chair, and the persons who would be the Chief Executive Officer and Chief Financial Officer of the combined company, among others) and a target for the proposed signing date.

On July 11, 2022 the Allkem Board met to discuss the meeting held between Mr. Rowley and Mr. Brondeau on July 8, 2022 and the proposal received from Gordan Dyal & Co on July 10, 2022. The Allkem Board discussed the exchange ratio and combined company management structure proposed by Livent and unanimously determined that such a transaction was not in the best interests of Allkem shareholders. As such, the Allkem Board determined to disengage from any further discussions with Livent with respect to the potential transaction. Following such determination of the Allkem Board, Mr. Rowley informed Mr. Brondeau that a potential transaction based on Livent’s proposed terms was not acceptable to the Allkem Board and, given the lack of alignment on the terms, the parties terminated discussions with respect to the potential transaction.

On October 3, 2022, Allkem announced the appointment of Mr. Peter Coleman as a director to the Allkem Board, the expected retirement of Mr. Rowley from the Allkem Board at the close of Allkem’s 2022 Annual General Meeting, to be held on November 15, 2022, and the appointment of Mr. Coleman as the Chairman of the Allkem Board following Mr. Rowley’s retirement.

Also around that time Mr. Graves reached out to Mr. Pérez de Solay and, on October 3, 2022, the two met in person in New York City to discuss the possibility of re-engaging in discussions regarding a potential merger of equals transaction. Mr. Pérez de Solay indicated that he needed time to engage with the newly-announced future Chairman of the Allkem Board and the Allkem Board with respect thereto.

On October 22, 2022, Mr. Graves and Mr. Antoniazzi met with Mr. Pérez de Solay in Buenos Aires, Argentina and discussed Livent and Allkem potentially re-engaging in negotiations regarding a potential merger of equals transaction. Mr. Pérez de Solay noted that he would discuss the matter with Mr. Coleman on October 25, 2022 in New York City.

On November 4, 2022, Mr. Graves and Mr. Pérez de Solay spoke by phone to discuss re-engaging in negotiations regarding a potential merger of equals transaction between Livent and Allkem. On the call, Mr. Graves and Mr. Pérez de Solay generally discussed the potential process for determining the relative ownership percentages of Livent and Allkem shareholders in the combined company based on the underlying fundamental value of the two businesses. They agreed that it would make sense for both parties to re-engage regarding exploring a potential merger of equals transaction in the first quarter of calendar year 2023.

On November 15, 2022, at the close of Allkem’s 2022 Annual General Meeting, Mr. Rowley retired from the Allkem Board and Mr. Coleman succeeded him as the Chairman of the Allkem Board.

On January 27, 2023, the Allkem Board held a meeting at which Mr. Pérez de Solay presented to and reviewed with the Allkem Board where previous discussions were left and certain considerations with respect to a possible transaction with Livent. At the meeting, there was discussion among the members of the Allkem Board regarding whether there was a strategic rationale for a potential transaction at that time and what matters resulting from the previous engagement would need to be addressed before any formal re-engagement could progress. The Allkem Board authorized Mr. Pérez de Solay to discuss potential re-engagement with Livent, while noting that any such re-engagement would require the discussion of certain matters raised by the Allkem Board at the time of terminating the previous discussions with Livent.

On February 8, 2023, Mr. Graves and Mr. Pérez de Solay met in New York City. At the meeting, Mr. Graves and Mr. Pérez de Solay discussed re-engaging in discussions regarding a potential transaction and a timeline for doing so. They agreed that, if they were to move forward, the key priorities for each party would be to complete due

On February 20, 2023, Mr. Graves and Mr. Pérez de Solay spoke by phone to continue discussing re-engaging with respect to the potential merger of equals transaction between Livent and Allkem.

On February 23, 2023, at a regular meeting of the Livent Board, Livent management and a representative of Gordon Dyal & Co. provided an update on the latest discussions with Allkem’s Chief Executive Officer and discussed again with the Livent Board the rationale for a potential merger of equals transaction between Livent and Allkem.

On March 5, 2023, Mr. Graves and Mr. Pérez de Solay met in Toronto, Canada to discuss on a preliminary basis key updates in each company’s business, potential synergies that may result from a potential transaction, proposed management and governance of the combined company, and the process for determining the relative ownership percentages of Livent and Allkem shareholders in the combined company.

On March 9, 2023, Mr. Coleman and Mr. Brondeau spoke by phone. Mr. Brondeau noted that in order to reach an agreement on a potential transaction, the parties would need to align on the relative ownership percentages of Livent and Allkem shareholders in the combined company, as well as the management and governance of the combined company. Mr. Coleman and Mr. Brondeau agreed in principle that the parties should endeavor to move quickly to explore a potential transaction. Following this call, Mr. Graves and Mr. Pérez de Solay spoke by phone to discuss these same topics, as well as preliminary due diligence.

On March 13, 2023 and March 14, 2023, each of Allkem and Livent provided the other with updated financial projections with respect to itself.

On March 16, 2023, members of Livent and Allkem management and representatives from UBS met in Buenos Aires, Argentina, with other representatives of Livent joining via videoconference. At the meeting, among other things, each party presented updates on its business and the parties reviewed and discussed the potential synergies that may result from a potential transaction. The parties also discussed key areas of due diligence, the potential transaction structure, disclosure matters and a potential timeline to signing a transaction agreement if the process progressed.

Following the meeting on March 16, 2023 and until the signing of the transaction agreement on May 10, 2023, Livent management and its advisors, on the one hand, and Allkem management and its advisors, on the other hand, held multiple calls on various aspects of the potential transaction, including with respect to due diligence, potential synergies that may result from a potential transaction, potential transaction structure, tax matters, regulatory matters, treatment of equity awards and communications planning.

On March 22, 2023, the Allkem Board held a meeting, also attended by UBS, to review and discuss the potential strategic merit of a possible transaction with Livent and the key issues required to be addressed in order for the Allkem Board to formally re-engage regarding a potential transaction. Following this review and discussion, the Allkem Board determined that a transaction with Livent had the potential to deliver greater value to Allkem shareholders as compared to Allkem’s stand-alone business plan, and authorized the continued re-engagement with Livent and its advisors with respect to a potential transaction, subject to there being alignment in principle on targeted due diligence deliverables and a plan for negotiating certain social and governance matters between the parties.

On March 27, 2023, Mr. Coleman and Mr. Brondeau again spoke by phone. Mr. Coleman noted that the Allkem Board was supportive of proceeding with exploring a potential merger of equals transaction with Livent, which would be subject to alignment on certain key terms. Mr. Brondeau noted that Livent would be willing to agree to Mr. Coleman being the Chair of the board of directors of the combined company, but that Mr. Graves should be Chief Executive Officer. Mr. Coleman and Mr. Brondeau also discussed the potential size of the board of directors of the combined company, as well as the relative ownership of the Livent and Allkem shareholders in the combined company.

Also on March 27, 2023, Mr. Graves and Mr. Pérez de Solay spoke by phone. Mr. Pérez de Solay suggested in-person meetings between the parties in New York City on April 17, 2023 and April 18, 2023 in order to discuss matters relating to the potential transaction.

Later on the same day, Gordon Dyal & Co. and UBS spoke by phone to discuss organizational matters, including scheduling in-person meetings in New York City on April 17, 2023 and April 18, 2023 with an aim to significantly

On April 10, 2023, Mr. Coleman and Mr. Brondeau spoke by phone. During this call, they discussed, among other matters, the potential treatment of outstanding Allkem and Livent equity awards in the potential transaction, the valuations of the two companies for purposes of determining the relative ownership percentages of Livent and Allkem shareholders in the combined company and due diligence.

On April 12, 2023, Mr. Graves and Mr. Pérez de Solay discussed by phone the agenda for the upcoming in-person meetings in New York City and the status of due diligence, among other matters.

On April 17, 2023 and April 18, 2023, Livent management and representatives of Gordon Dyal & Co. and Davis Polk held meetings with Allkem management and representatives of UBS, MS and Sidley Austin in New York City. The parties discussed various due diligence matters, potential synergies that may result from a potential transaction, transaction structure considerations, tax matters, accounting matters, disclosure matters, equity compensation matters and communications and investor relations workstreams.

On April 17, 2023, Mr. Coleman and Mr. Brondeau discussed by phone the two companies’ views on the relative ownership percentages of Livent and Allkem shareholders in the combined company and due diligence, among other matters.

On April 18, 2023, Mr. Coleman, Mr. Brondeau, Mr. Graves and Mr. Pérez de Solay discussed on a videoconference the due diligence and investor relations workstreams, among other matters.

On April 24, 2023, Mr. Coleman and Mr. Brondeau discussed by phone due diligence and the treatment of outstanding Livent and Allkem equity awards in the potential transaction.

On April 25, 2023, a third-party consultant acting on behalf of Allkem completed a due diligence site visit of Livent’s Bessemer City (USA) operation.

Also on April 25, 2023, at a regular meeting of the Livent Board, Livent management provided an update on transaction negotiations, due diligence, potential synergies and valuations of the two companies.

On April 26, 2023, a third-party consultant acting on behalf of Livent completed a due diligence site visit of Sal de Vida.

On April 26, 2023 and April 27, 2023, a third-party consultant acting on behalf of Allkem completed a due diligence site visit of Livent’s Fenix and Guemes operations, respectively.

On April 27, 2023, a third-party consultant acting on behalf of Allkem completed a due diligence site visit of Livent’s Nemaska Lithium operation at Whabouchi. Also on April 27, 2023, a third-party consultant acting on behalf of Livent completed a due diligence site visit of Olaroz.

On April 27, 2023, Davis Polk sent Sidley Austin initial drafts of the forms of memorandum and articles of association of the combined company, which would become effective in connection with the closing of the potential transaction.

Also on April 27, 2023, the Allkem Board held discussions, with Allkem’s management, UBS and MS present, regarding the latest findings from the technical, legal, financial and accounting due diligence conducted with respect to Livent to date and the proposed terms of the transaction agreement. Following such discussion, Allkem’s management was authorized to continue engagement with Livent, with particular focus on the respective ownership percentage of Livent and Allkem shareholders in the combined company and the composition of the board of directors and senior management of the combined company.

On May 1, 2023, the respective Chairmen of the Livent Board and the Allkem Board and the respective Chief Executive Officers of Livent and Allkem met in New York City. After extensive negotiations with respect to the potential transaction based on the respective fundamental valuation work completed by the parties, the parties agreed in principle that they would recommend to their respective boards of directors that the ownership percentage of Allkem shareholders in the combined company be approximately 56% and the ownership percentage of Livent stockholders in the combined company be approximately 44% in any potential transaction. Subject thereto, they also

Also on May 1, 2023, Sidley Austin sent to Davis Polk a revised draft of the transaction agreement that had been sent to them by Davis Polk in July 2022.

On May 2, 2023, a third-party consultant acting on behalf of Livent completed a due diligence site visit of Allkem’s Mt Cattlin operation.

On May 5, 2023, the Livent Board held a special meeting, also attended by representatives of Livent management, Gordon Dyal & Co. and Davis Polk, to review the potential transaction. During the meeting, representatives of Gordon Dyal & Co. reviewed with the Livent Board its analysis of the financial terms of the potential transaction and representatives of Davis Polk reviewed the key terms of the proposed transaction agreement and advised the Livent Board of its fiduciary duties in considering the potential transaction. Throughout the presentation the Livent directors asked questions.

Also on May 5, 2023, KWM sent to Allens initial drafts of the scheme of arrangement and the deed poll that would be entered into in connection with the potential transaction. Following the delivery of the updated draft transaction agreement and the initial drafts of the various ancillary agreements, discussions and negotiations between representatives of Davis Polk and Allens, on the one hand, and Sidley Austin and KWM, on the other hand, continued until the signing of the transaction agreement on May 10, 2023, and the parties exchanged revised drafts of the transaction agreement and the various ancillary agreements during this time.

On each of May 8, 2023 and May 9, 2023, the Allkem Board convened and Allkem’s management presented to the Allkem Board updates on, and draft documentation related to, matters relating to the potential transaction. These matters included (a) the proposed financial terms of the potential transaction, (b) projected transaction-related synergies, (c) employee and social issues relating to the potential transaction, (d) the latest drafts of the proposed transaction agreement and certain proposed ancillary documentation, including the scheme of arrangement, (e) proposed governance, management and structuring arrangements for the combined company and (f) the Allkem Board’s obligations regarding the consideration and approval of any potential transaction.

On May 9, 2023, the Livent Board held a special meeting, also attended by representatives of Livent management, Gordon Dyal & Co. and Davis Polk, to further review the potential transaction. During the meeting, Livent management and Livent’s advisors provided the Livent Board with updates with respect to the financial and legal terms of the potential transaction, during which the Livent Board had the opportunity to ask questions and discuss. Following the discussion of the updated terms, representatives of Gordon Dyal & Co. rendered to the Livent Board an oral opinion, which was subsequently confirmed by delivery of a written opinion to the Livent Board dated May 10, 2023 (attached as Annex C to this proxy statement/prospectus), that, as of the date of such opinion and based upon and subject to the various qualifications, assumptions, limitations and other matters set forth in its opinion, the exchange ratio of Livent Shares for NewCo Shares in the potential transaction was fair from a financial point of view to the Livent stockholders. After further discussion with respect to the potential transaction, the Livent Board unanimously: (a) declared the proposed transaction agreement and the consummation of the potential transaction to be advisable and fair to, and in the best interests of, Livent and the Livent stockholders, (b) approved the proposed transaction agreement and the potential transactions contemplated thereby, (c) authorized the execution, delivery and performance of the proposed transaction agreement on its terms, (d) directed that the proposed transaction agreement be submitted to a vote at the Livent special meeting and (e) recommended that the Livent stockholders approve the proposed transaction agreement. For a detailed discussion of Gordon Dyal & Co.’s opinion, please see below under “—Opinion of Livent’s Financial Advisor.”

In connection with such approvals by the Livent Board and the Allkem Board, Livent management and representatives of Davis Polk worked with Allkem management and representatives of Sidley Austin to finalize the transaction agreement on the terms approved by the Livent Board and the Allkem Board.

Later in the morning of May 10, 2023, each of Livent, Allkem and NewCo executed the transaction agreement. Shortly following the execution of the transaction agreement, the parties issued a joint press release and investor presentation announcing the execution of the transaction agreement.

At its meeting on May 9, 2023, the members of the Livent Board unanimously declared that the Transaction Agreement and the consummation of the transaction were advisable and fair to, and in the best interests of, Livent and Livent’s stockholders. The Livent Board unanimously recommends that the stockholders of Livent vote in favor of the Livent Transaction Agreement Proposal at the Livent Special Meeting.

In evaluating the Transaction Agreement and the proposed transaction, the Livent Board consulted with management, as well as Livent’s internal and outside legal counsel and its financial advisor, and considered a number of factors, weighing both assumed benefits of the transaction as well as potential risks of the transaction.

The Livent Board considered the following factors that it believes generally support its determinations and recommendations:

The Livent Board believed that overall the transaction was a unique opportunity and concluded that the uncertainties, risks and potentially negative factors relevant to the transaction are outweighed by the potential benefits that it expects Livent and its stockholders will achieve as a result of the transaction.

In considering the recommendation of the Livent Board, Livent’s stockholders should be aware that directors and executive officers of Livent have interests in the proposed transaction that are in addition to, or different from, any interests they might have as stockholders. See “—Interests of Livent’s Directors and Executive Officers in the Transaction” beginning on page 101 of this proxy statement/prospectus.

This discussion of the information and factors considered by the Livent Board includes the principal positive and negative factors considered by the Livent Board, but is not intended to be exhaustive and may not include all of the factors considered by the Livent Board. In view of the wide variety of factors considered in connection with its evaluation of the transaction, and the complexity of these matters, the Livent Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the transaction and to make its recommendations to Livent’s stockholders. Although the foregoing factors are divided into generally positive and generally negative factors, the factors are not presented in order of relative importance and the Livent Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. Rather, the Livent Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Livent Board may have viewed each factor as more or less positive or negative, or given differing weights to different factors.

Gordon Dyal & Co. was retained by Livent to act as its financial advisor and to render a financial opinion in connection with the proposed transaction. Livent selected Gordon Dyal & Co. to act as its financial advisor based on, among other things, Gordon Dyal & Co.’s qualifications, expertise and reputation, its knowledge of and

For purposes of rendering its opinion, Gordon Dyal & Co., with the consent of the Livent Board, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information (including with respect to forecasts, synergies and valuation estimates) provided to, discussed with or reviewed by, Gordon Dyal & Co. (including information that was available from generally recognized public sources), without assuming any responsibility for independent verification thereof. In that regard, Gordon Dyal & Co. assumed, with the consent of the Livent Board, that Livent’s Adjusted Allkem Forecasts, the Livent Forecasts, the Projected Synergies, the Combined Forecasts, the Resources Estimates and the Pricing Assumptions were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Livent. At the direction of the Livent Board, Gordon Dyal & Co.’s analyses relating to the business and financial prospects of Livent and Allkem for purposes of its opinion were made on the bases of Livent’s Adjusted Allkem Forecasts, the Livent Forecasts, the Projected Synergies, the Combined Forecasts, the Resources Estimates and the Pricing Assumptions. Gordon Dyal & Co. did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Allkem, Livent or any of their subsidiaries and Gordon Dyal & Co. was not furnished with any such evaluation or appraisal. Gordon Dyal & Co. assumed that the final Transaction Agreement would not differ from the draft dated May 9, 2023 in any way which would be meaningful to its analysis. Gordon Dyal & Co. assumed that all governmental, regulatory and other consents and approvals necessary for the consummation of the transaction will be obtained without any adverse effect on Livent or Allkem or on the expected benefits of the transaction in any way meaningful to its analysis. Gordon Dyal & Co. also assumed that the transaction will be consummated on the terms set forth in the Transaction Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Gordon Dyal & Co.’s opinion did not address the underlying business decision of Livent to engage in the transaction, or the relative merits of the transaction as compared to any strategic alternatives that may be available to Livent; nor did it address any legal, regulatory, tax or accounting matters. Gordon Dyal & Co.’s opinion addressed only the fairness from a financial point of view to the holders of Livent Shares (other than certain excluded shares), as of the date of the opinion, of the Merger Exchange Ratio. Gordon Dyal & Co. did not express any view on, and its opinion did not address, any other term or aspect of the Transaction Agreement, the transaction, Allkem, NewCo or any term or aspect of any other agreement or instrument contemplated by the Transaction Agreement or entered into or amended in connection with the transaction, including the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the transaction, or any class of such persons in connection with the transaction, whether relative to the Merger Exchange Ratio pursuant to the Transaction Agreement or otherwise. Gordon Dyal & Co. did not express any opinion as to the prices at which any securities of Livent, Allkem or NewCo would trade at any time or as to the impact of the transaction on the solvency or viability of Livent, Allkem or NewCo or the ability of Livent, Allkem or NewCo to pay their respective obligations when they come due. Gordon Dyal & Co.’s opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Gordon Dyal & Co. as of, the date of the opinion and Gordon Dyal & Co. assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of the opinion.

The following is a summary of the material financial analyses performed by Gordon Dyal & Co., in connection with its oral opinion provided to the Livent Board on May 9, 2023 and the preparation of its written opinion to the Livent Board, dated May 10, 2023. The following summary is not a complete description of Gordon Dyal & Co.’s opinion or the financial analyses performed and factors considered by Gordon Dyal & Co. in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Unless stated otherwise, the following quantitative information, to the extent that it is based on market data, is based on market data as of May 8, 2023, the last trading day prior to Gordon Dyal & Co.’s presentation to the Livent Board, and is not necessarily indicative of current market conditions. In performing the financial analyses summarized below and in arriving at its opinion, at the direction of the Livent Board, Gordon Dyal & Co. used and relied upon certain Livent projections, as described in the section below entitled “—Certain Unaudited Prospective Financial Information.” Some of the financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Gordon Dyal & Co., the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole.

For purposes of its financial analyses and opinion, Gordon Dyal & Co. used a pro forma ownership in NewCo by Livent stockholders of approximately 44% based on a fixed exchange ratio of 2.406 shares of NewCo for each Livent Share (other than certain excluded shares).

Using the Livent projections, Gordon Dyal & Co. performed an illustrative net asset value (“NAV”) analysis of Livent by calculating the estimated present value of the unlevered, after-tax future cash flows that Livent was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources during the calendar year beginning January 1, 2024 through the full calendar year ending December 31, 2061, and including one working capital release and mine closing costs in 2062, as reflected in the Livent projections as provided to Gordon Dyal & Co. by Livent. Gordon Dyal & Co. calculated the estimated present value of these cash flows assuming real lithium product prices ranging from +20% to -20% of Livent management’s real lithium product projected pricing, which took into account Livent’s estimated calendar year 2023 to 2025 contracted volumes, per Livent management. “Livent Management +20%” below reflects a high commodity price scenario and “Livent Management -20%” below reflects a low commodity price scenario.

The discounted cash flows also took into account Livent’s projected cash expenses, depreciation and amortization, taxes, capital expenditures, working capital, contracted prepayments, and export duty rebates. Using real discount rates ranging from 10.500% to 11.750%, reflecting estimates of Livent’s weighted average cost of capital, and a mid-period discounting convention, Gordon Dyal & Co. discounted to present value, as of December 31, 2023, estimates of such unlevered, after-tax future cash flows for Livent. Gordon Dyal & Co. then calculated indications of Livent’s illustrative NAV by adding to the illustrative discounted unlevered, after-tax future cash flows the value of Livent’s net cash balance as of December 31, 2023 (which was provided by Livent management). This range of implied NAVs for Livent was then divided by 209,475,051, the number of fully diluted Livent Shares outstanding as of May 8, 2023, determined using the treasury stock method and taking into account the impact of outstanding dilutive securities, to arrive at a range of implied NAVs per Livent Share. This analysis implied the following illustrative ranges of NAVs per Livent Share (rounded to the nearest $0.01 per share):

Using each of the cases of Livent’s Adjusted Allkem Forecasts, Gordon Dyal & Co. performed an illustrative NAV analysis of Allkem by calculating the estimated present value of the unlevered, after-tax future cash flows that Allkem was projected to generate from operating its assets, including its existing reserves and estimates of recoverable resources during the calendar year beginning January 1, 2024 through the full calendar year ending December 31, 2067 (and including working capital releases and mine closing costs), as reflected in Livent’s Adjusted Allkem Forecasts as provided to Gordon Dyal & Co. by Livent. Gordon Dyal & Co. calculated these cash flows based on each of the cases of Livent’s Adjusted Allkem Forecasts. Gordon Dyal & Co. calculated the estimated present value of these cash flows assuming real lithium product prices ranging from +20% to -20% of Livent management’s projected real lithium product pricing, which took into account Allkem’s estimated calendar year 2023 to 2025 contracted volumes, per Allkem management, which pricing and volume assumptions Livent’s management approved. The discounted cash flows also took into account Allkem’s projected cash expenses, depreciation and amortization, taxes, capital expenditures, and working capital, which Livent’s management approved. Using real discount rates ranging from 9.250% to 10.500%, reflecting an estimate of Allkem’s weighted average cost of capital and a mid-period discounting convention, Gordon Dyal & Co. discounted to present value, as of December 31, 2023, estimates of such unlevered, after-tax future cash flows for Allkem. Gordon Dyal & Co. then calculated a range of indications of Allkem’s illustrative NAVs by adding to the illustrative discounted unlevered, after-tax future cash flows

Using Livent’s Adjusted Allkem Forecasts, the Livent Forecasts, the Projected Synergies, and Resources Estimates, among other things, Gordon Dyal & Co. performed an illustrative NAV analysis of the pro forma combined company. The pro forma combined company NAV analysis reflected the standalone NAVs, exclusive of the impact of the Projected Synergies, derived for (i) Livent, plus (ii) Allkem (for each of the cases of Livent’s Adjusted Allkem Forecasts), plus (iii) the NAV of the Projected Synergies (including cost, capital and operating model integration benefits). Gordon Dyal & Co. calculated such NAV value of the Projected Synergies using real discount rates ranging from 9.750% to 11.125%, and a mid-period discounting convention discounted to present value, as of December 31, 2023. This range of implied NAVs for the pro forma combined company was then divided by 1,145,484,055, the number of fully diluted shares of the pro forma combined company expected to be outstanding following the completion of the merger as of May 8, 2023, determined using the treasury stock method and taking into account the impact of outstanding dilutive securities, to derive a range of illustrative NAVs per NewCo Share. Gordon Dyal & Co. then multiplied the range of illustrative NAVs per share by the Merger Exchange Ratio to obtain the below illustrative range of NAVs per share (rounded to the nearest $0.01 per share) of the NewCo Shares to be received by Livent stockholders in the merger:

Gordon Dyal & Co. analyzed the relative potential contributions of Livent and Allkem based on each company’s standalone NAVs and calculated the Merger Exchange Ratio implied by such relative contribution (in each case rounded to the nearest 0.1% and 0.001x, respectively) to be compared against the Merger Exchange Ratio of 2.406x and implied pro forma ownership in NewCo by Livent and Allkem shareholders of approximately 44% and 56%, respectively:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Gordon Dyal & Co.’s opinion. In arriving at its fairness determination, Gordon Dyal & Co. considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Gordon Dyal & Co. made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Gordon Dyal & Co. prepared these analyses for the purpose of providing its opinion to the Livent Board as to the fairness from a financial point of view to the holders of Livent Shares (other than certain excluded shares), as of the date of the opinion, of the Merger Exchange Ratio pursuant to the Transaction Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Livent, Allkem, NewCo, Gordon Dyal & Co. or any other person assumes responsibility if future results are materially different from those forecasted.

The Merger Exchange Ratio was determined through arm’s-length negotiations between Livent and Allkem and was approved by the Livent Board. Gordon Dyal & Co. provided advice to Livent during these negotiations. Gordon Dyal & Co. did not, however, recommend any specific amount of consideration to Livent or the Livent Board or that any specific exchange ratio constituted the only appropriate consideration for the transaction.

As described above, Gordon Dyal & Co.’s opinion to the Livent Board was one of many factors taken into consideration by the Livent Board in making its determination to approve the Transaction Agreement. The foregoing

Livent engaged Gordon Dyal & Co. to act as a financial advisor to Livent and the Livent Board based on its qualifications, experience and reputation, as well as familiarity with the business of Livent. Gordon Dyal & Co. is an internationally recognized Mergers & Acquisitions advisory firm and is regularly engaged in the valuation of businesses in connection with transactions and acquisitions and valuations for corporate and other purposes.

Under the terms of Gordon Dyal & Co.’s engagement letter, Livent has agreed to pay Gordon Dyal & Co. a fee of $35.0 million for Gordon Dyal & Co.’s services rendered in connection with the transaction, $28.0 million of which is contingent upon consummation of the transaction, and Livent has agreed to reimburse certain of Gordon Dyal & Co.’s expenses arising, and indemnify Gordon Dyal & Co. against certain liabilities that may arise, out of Gordon Dyal & Co.’s engagement.

During the two-year period prior to the date of the opinion, Gordon Dyal & Co. and its affiliates provided certain advisory services to Livent and its affiliates in connection with various strategic and other special projects, for which it has received or may receive compensation. The aggregate amount of fees paid to Gordon Dyal & Co. for financial advisory services provided to Livent in the two-year period prior to the date of the opinion was approximately $9.0 million. Specifically, during the two-year period prior to the date of the opinion, Gordon Dyal & Co. performed the following investment banking and financial services: having acted as a financial advisor to Livent in connection with a potential transaction with Allkem, and Livent’s acquisition of equity interests of Nemaska Lithium Inc. during 2022. No material relationship existed between Gordon Dyal & Co. and its affiliates and Allkem pursuant to which compensation was received by Gordon Dyal & Co. or its affiliates. Gordon Dyal & Co. and its affiliates may in the future provide financial advisory services to Livent, Allkem, NewCo and their respective affiliates for which Gordon Dyal & Co. and its affiliates may receive compensation.

Neither Livent nor Allkem, as a matter of course, publicly discloses long-term projections or internal projections of its future financial performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates, other than, from time to time, Livent providing guidance with respect to the then-current fiscal year for certain expected financial results and operational metrics and Allkem providing company-level production and capital expenditure forecasts and certain project-level general guidance in their respective regular earnings press releases and communications and other investor materials. Neither Livent nor Allkem endorses any unaudited prospective financial information as a reliable indication of future results. However, in connection with its evaluation of the transaction, the Livent Board considered:

The Livent Forecasts, Livent’s Adjusted Allkem Forecasts, the Combined Forecasts and the Projected Synergies (collectively, the “Forecasts”) were provided to Gordon Dyal & Co. by Livent for its use and reliance in connection with its financial analyses and opinion summarized under “—Opinion of Livent’s Financial Advisor” beginning on page 88 of this proxy statement/prospectus. The Livent Forecasts were originally developed by Livent management beginning in the first quarter of 2022 in connection with the transaction, updated in the first quarter of 2023 and made available to Allkem in March 2023. The other Forecasts were subsequently developed in connection with the transaction, and all Forecasts were presented to the Livent Board on May 5, 2023 and again on May 9, 2023. Livent’s Adjusted Allkem Forecasts and the Combined Forecasts were not made available to Allkem. The Forecasts are summarized below to the extent they extend to the calendar year ending December 31, 2032.

The Forecasts were not prepared with a view to compliance with GAAP, IFRS, the published guidelines of the SEC (including those regarding projections, forward-looking statements, pro forma financial information or the use of non-GAAP measures) or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective or pro forma financial information. The Forecasts may therefore differ from how Livent provides annual guidance.

The Forecasts included in this proxy statement/prospectus have been prepared by Livent’s management. The Forecasts included in this proxy statement/prospectus were not approved by the Allkem Board. The Forecasts were based on internally prepared unaudited forward-looking financial information, which in turn was based on the inputs, assumptions, estimates and judgments made or used by management at the respective times of their preparation and speak only as of such times. Neither Livent’s nor Allkem’s independent registered public accounting firms, nor any other independent registered public accounting firm, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Forecasts nor have they expressed an opinion or any other form of assurance with respect thereto. The report of KPMG LLP incorporated by reference herein and the report of Ernst & Young included in the proxy statement/prospectus relate to Livent’s and Allkem’s previously issued historical financial statements, respectively. Those reports do not extend to the Forecasts or other forward-looking information and should not be read to do so.

The Combined Forecasts are a summation of the Livent Forecasts and Livent’s Adjusted Allkem Forecasts and reflect the Projected Synergies. The Livent Forecasts, Livent’s Adjusted Allkem Forecasts and the Combined Forecasts are calculated reflecting revenue, measures of earnings and cash flows based on Livent’s or Allkem’s, as applicable, respective ownership interests in entities in which it owns equity interests, which is not consistent in certain respects with either Livent’s GAAP financial reporting or Allkem’s IFRS financial reporting (“Net Attributable Real Basis”). The Combined Forecasts are not presented in accordance with Article 11 of Regulation S-X. Pro forma information prepared and presented according to Article 11 of Regulation S-X has a different basis of preparation, and may be substantially different, from the Combined Forecasts.

The Forecasts include non-GAAP financial measures (which term, for purposes of the Forecasts, includes non-IFRS measures with respect to Allkem). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP or IFRS (as applicable), and non-GAAP financial measures as used by Livent in the Forecasts may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-GAAP measures are included in this proxy statement/prospectus because such information was made available to the Livent Board and Gordon Dyal & Co. and used in the process leading to the execution of the Transaction Agreement, as described elsewhere in this proxy statement/prospectus. Financial measures that are not consistent with GAAP or IFRS, as applicable, should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP or IFRS, as applicable. Reconciliations of non-GAAP financial measures to the most directly comparable measures prepared in accordance with GAAP or IFRS, as applicable, are not being provided because they are not required in a filing related to a business combination and, in any event, Livent is unable to provide reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, financial impact, and the periods in which any relevant adjustments would be recognized.

The Forecasts, pricing, and discount rates presented are on a real basis (adjusted for inflation), based on current observed market estimates.

Although a summary of the Forecasts is presented with numerical specificity, this information is not factual and should not be relied upon as being necessarily predictive of actual future results. The Forecasts are forward-looking statements and reflect inputs, assumptions, estimates and judgments as to future events made or used by Livent’s management that it believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to Livent’s management at the time. Some or all of the assumptions that have been made in connection with the preparation of the Forecasts may have changed since the date the Forecasts were prepared. Certain information below provides summaries of the key assumptions and does not purport to be a comprehensive overview of all assumptions reflected in the Forecasts. Important factors that may affect actual results and cause the Forecasts not to be achieved include any inaccuracy of the assumptions underlying the Forecasts (including, among others, those described below under “—Certain Underlying Assumptions”), the ultimate timing, outcome and results of integrating the operations of Livent and Allkem, general economic, financial, political, legal, regulatory and industrial conditions, changes in demand for lithium or products that require lithium, changes in actual or projected production, production capacity, production costs or cash flows, the ability to realize synergies, competitive pressures, changes in tax laws or accounting rules, changes in government regulations and regulatory requirements, costs and availability of resources and the other factors described under “Risk Factors” beginning on page 32 and under “Cautionary Statement Regarding Forward-Looking Statements” on page 13, in each case of this proxy statement/prospectus. As a result, there can be no assurance that the Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that Livent, Gordon Dyal & Co., Allkem, NewCo, their respective representatives or any other recipient of this information considered, or now considers, the Forecasts to be material information of Livent, Allkem or NewCo or necessarily predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such.

The Forecasts do not take into account any circumstances or events occurring after the date that they were prepared. Neither the Livent Forecasts nor Livent’s Adjusted Allkem Forecasts give effect to the transaction. Actual

None of Livent, Allkem, NewCo nor any of their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any Livent stockholder or other person relating to the Forecasts, including regarding the ultimate performance of Livent, Allkem or NewCo compared to the information contained in the Forecasts (or their underlying assumptions) or that the Forecasts will be achieved (or that their underlying assumptions will occur).

The Forecasts reflect numerous assumptions and estimates as to future events made using information available at the time. Among other things, some of these assumptions include: (i) certain contract prices for lithium hydroxide, lithium carbonate and spodumene based on Livent management guidance, (ii) certain non-contracted prices based on Livent management’s estimates as informed by third-party benchmarks, as applicable, (iii) asset level operating cost assumptions (including assumptions as to increased growth capital expenditures and increased operating expense potential, production timing, the efficacy of certain technology at various Allkem facilities and the realization of certain Projected Synergies), (iv) general overhead cost assumptions (based on historical data and inflation estimates and the realization of certain Projected Synergies) and (v) life of mine assumptions.

The following table summarizes real lithium product pricing assumptions Livent employed for all volumes without a contracted fixed price to estimate the future after-tax cash flows that Gordon Dyal & Co. considered in the Livent Forecasts, Livent’s Adjusted Allkem Forecasts and Combined Forecasts. “Livent Management” real lithium product pricing reflects Livent management’s then best estimates informed by third-party data providers and Wall Street research estimates, as applicable, and were not subject to independent verification. As such, there can be no assurance that such assumptions, speculation, opinions or judgments are correct, nor that the projections will be achieved. “Livent Management +20%” real lithium product pricing reflects a high commodity price scenario and “Livent Management -20%” real lithium product pricing reflects a low commodity price scenario:

The Livent Forecasts, which were prepared by Livent’s management, included the following estimates of Livent’s future financial performance on a Net Attributable Real Basis:

Livent’s Adjusted Allkem Forecasts, which were prepared by Livent, reflect a single set of certain non-public unaudited prospective financial information relating to Allkem on a standalone basis provided by Allkem’s management to Livent and two cases of adjustments thereto made by Livent’s management, resulting in two separate Livent-adjusted cases. Livent management developed Allkem Case A and Allkem Case B to risk adjust certain projects’ cost timing and likelihood of success in the view of Livent’s management and illustrate various potential outcomes.

Livent’s Adjusted Allkem Forecasts included the following estimates of Allkem’s future financial performance on a Net Attributable Real Basis:

The Combined Forecasts, which were prepared by Livent’s management, were prepared by adding the Livent Forecasts, Livent’s Adjusted Allkem Forecasts and Projected Synergies.