Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
|
Largo Inc. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
517097101 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
|
 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,547.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital Fund II L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,468,209.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.77 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital Fund II (Mexico) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,501,731.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.80 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital GP II Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
27,969,940.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
33.57 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
346,618.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.41 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Reflects 346,618 Common Shares issuable upon exercise of options.
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
Arias Resource Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
346,618.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.41 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Reflects 346,618 Common Shares issuable upon exercise of options.
SCHEDULE 13G
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| CUSIP No. | 517097101 |
| 1 | Names of Reporting Persons
J. Alberto Arias | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
PERU
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,221,704.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
43.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The 9,898,599 Common Shares over which this Reporting Person has sole voting power and sole dispositive power include (i) 4,918,033 Common Shares held by ARC Fund III (as defined in Item 2(a)) and (ii) 4,918,033 Common Shares issuable upon exercise of warrants held by ARC Fund III.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Largo Inc. | |
| (b) | Address of issuer's principal executive offices:
The Issuer's principal executive offices are located at 1 First Canadian Place, 100 King Street West, Suite 1600, Toronto, Ontario M5X 1G5, Canada. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by: (i) Arias Resource Capital GP Ltd., a Cayman Islands exempted company ("Arias GP"), with respect to the common shares, no par value (the "Common Shares") of Largo Inc. (the "Issuer") held by it; (ii) Arias Resource Capital Fund II L.P., a Cayman Islands exempted limited partnership ("Arias II Fund"), with respect to the Common Shares held by it; (iii) Arias Resource Capital Fund II (Mexico) L.P., an Ontario limited partnership ("Arias II (Mexico) Fund" and together with Arias GP and Arias II Fund, the "Arias Entities"), with respect to the Common Shares held by it; (iv) Arias Resource Capital GP II Ltd., a Cayman Islands exempted company ("Arias II GP"), as the general partner of Arias II Fund and Arias II (Mexico) Fund, with respect to the Common Shares held by Arias II Fund and Arias II (Mexico) Fund; (v) Arias Resource Capital Management LP, a Delaware limited partnership ("Arias Management"), with respect to the Common Shares issuable upon exercise of options held by Mr. Arias (as defined below) and Mr. Jonathan Lee, who serves as a Director of the Issuer ("Mr. Lee"); (vi) Arias Resource Capital GP LLC, a Delaware limited liability company ("Arias Management GP"), as the general partner of Arias Management, with respect to the Common Shares issuable upon exercise of options held by Mr. Arias and Mr. Lee; and (vii) J. Alberto Arias ("Mr. Arias"), (w) with respect to the Common Shares held by him, (x) as the sole member of Arias Management GP, with respect to the Common Shares issuable upon exercise of options held by Mr. Lee and himself, (y) as the sole director of each of Arias GP and Arias II GP, with respect to the Common Shares held by the Arias Entities, and (z) as the sole partner of Arias Resource Capital Fund III L.P., a Cayman Islands exempted limited partnership ("ARC Fund III"), with respect to the Common Shares held by ARC Fund III and the Common Shares issuable upon exercise of warrants held by ARC Fund III. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Shares reported herein. The original Schedule 13G and the amendments thereto with respect to the Reporting Persons' beneficial ownership of the Common Shares filed with the Securities and Exchange Commission prior to the date hereof were filed by Arias Resource Capital Fund II L.P. (CIK 0001505018). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Arias Resource Capital Management LP, 201 S. Biscayne Blvd - Suite 2860, Miami, FL 33131. | |
| (c) | Citizenship:
Arias II Fund is an exempted limited partnership organized under the laws of the Cayman Islands. Arias II (Mexico) Fund is a limited partnership organized under the laws of Ontario, Canada. Arias GP and Arias II GP are exempted companies organized under the laws of the Cayman Islands. Arias Management is a limited partnership organized under the laws of the State of Delaware. Arias Management GP is a limited liability company organized under the laws of the State of Delaware. Mr. Arias is a citizen of Peru. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
517097101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in this Schedule 13G are based on 83,313,022 Common Shares outstanding as of November 11, 2025, as reported in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 3, 2025, and assumes the exercise of the options and warrants reported herein. | |
| (b) | Percent of class:
43.15% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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