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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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Sigma Lithium Corp (Name of Issuer) |
Common Shares (Title of Class of Securities) |
826599102 (CUSIP Number) |
09/30/2026
(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)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 826599102 |
| 1 | Names of Reporting Persons
L1 Capital Pty Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
Unknown
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,522,140.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.2357 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sigma Lithium Corp | |
| (b) | Address of issuer's principal executive offices:
AV. NOVE DE JULHO, 4939, CJ. 93 (PARTE),, SAO PAULO, BRAZIL
01407-200 | |
| Item 2. | ||
| (a) | Name of person filing:
L1 Capital Pty Ltd | |
| (b) | Address or principal business office or, if none, residence:
LEVEL 45
101 COLLINS STREET
MELBOURNE VIC 3000, Australia
00000 | |
| (c) | Citizenship:
AUSTRALIA | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP Number(s):
826599102 | |
| 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);
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| (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);
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| (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);
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| (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).
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Australian investment manager and Australian Financial Services License (AFSL) holder regulated by the Australian Securities and Investments Commission (ASIC) | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
11,522,140
The amount in Rows (5), (7) and (9) consists of 11,522,140 shares of common stock listed on the NASDAQ. The shares are owned by the L1 Long Short Fund Limited, the L1 Capital Long Short Fund, the L1 Capital Long Short (Master) Fund, the L1 Capital Global Long Short Fund, the L1 Global Long Short Fund Limited, and the L1 Capital Global Long Short (Master) Fund, the L1 Capital Global Long Short (AUD Offshore) Fund, all controled and managed by L1 Capital Pty Ltd. The percentage set forth on Row (11) of the cover page for the reporting person is based on 112,568,313 shares of Common Stock outstanding. | |
| (b) | Percent of class:
10.2357%
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
11,522,140 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
11,522,140 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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