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 stockholders and the other conditions to closing the transaction are satisfied or waived at or prior to the closing of the transaction, each of Livent and Allkem will become a wholly owned subsidiary of NewCo and each Livent Share (other than Livent Shares held as treasury stock by Livent or Livent Shares held by any of its subsidiaries) will be converted into the right to receive 2.406 NewCo Shares (which are expected to be listed and traded on the NYSE under the symbol “[ ]”). Livent is holding a virtual special meeting of its stockholders (the “Livent Special Meeting”) to ask its stockholders to consider and vote upon a proposal to adopt the Transaction Agreement and approve the transactions contemplated thereby, including the merger.

In addition to the Livent Transaction Agreement Proposal, Livent stockholders are also being asked (i) to consider and vote upon a proposal to approve, in a non-binding, advisory vote, the compensation that may be paid or become payable to Livent’s named executive officers in connection with the transactions contemplated by the Transaction Agreement, (ii) to consider and vote upon proposals to approve, in non-binding, advisory votes, certain provisions of the NewCo articles of association and (iii) 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 to approve the Livent Transaction Agreement Proposal at the time of the Livent Special Meeting.

This proxy statement/prospectus includes important information about the transaction, the Transaction Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the Livent Special Meeting. Livent stockholders should read this information carefully and in its entirety. The enclosed voting materials allow stockholders to vote their Livent Shares without attending the Livent Special Meeting.

The Livent Board unanimously recommends that 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 section entitled “The Transaction—Recommendation of the Livent Board; Livent’s Reasons for the Transaction” beginning on page 85 of this proxy statement/prospectus.

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. Because the affirmative vote required to approve the Livent Transaction Agreement Proposal is based upon the total number of outstanding Livent Shares, if you fail to submit a proxy or vote virtually at the Livent Special Meeting, you abstain or you do not provide your bank, broker or other nominee with instructions, as applicable, this 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 the majority of Livent Shares entitled to vote at the meeting which are represented at the meeting.

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

Approval of the Livent Adjournment Proposal requires the affirmative vote of the majority of Livent Shares entitled to vote at the meeting which are represented at the meeting.

For purposes of the Livent Special Meeting, an abstention as to a particular matter occurs when either (a) a Livent stockholder affirmatively votes to “ABSTAIN” as to that matter or (b) a Livent stockholder attends the Livent Special Meeting and does not vote as to such matter. For purposes of the Livent Special Meeting, a failure to be represented as to particular Livent Shares and a particular matter occurs when either (a) the holder of record of such Livent Shares neither attends the meeting nor returns a proxy with respect to such Livent Shares or (b) such Livent Shares are held in “street name” and the beneficial owner does not instruct the owner’s bank, broker or other nominee on how to vote such Livent Shares with respect to such matter (i.e., a broker non-vote).

For the Livent Transaction Agreement Proposal, an abstention or a failure to be represented, either virtually or by proxy, at the Livent Special Meeting will have the same effect as a vote “AGAINST” the Transaction Agreement Proposal.

For the Livent Advisory Compensation Proposal, if a Livent stockholder fails to vote or instruct his or her bank, broker or other nominee on how to vote and is not represented at the Livent Special Meeting, it will have no effect on the vote count for the Livent Advisory Compensation Proposal. An abstention will have the same effect as a vote “AGAINST” the Livent Advisory Compensation Proposal.

For each of the NewCo Advisory Governance Documents Proposals, if a Livent stockholder fails to vote or instruct his or her bank, broker or other nominee on how to vote and is not represented at the Livent Special Meeting, it will have no effect on the vote count for the NewCo Advisory Governance Documents Proposals. An abstention will have the same effect as a vote “AGAINST” the NewCo Advisory Governance Documents Proposals.

For the Livent Adjournment Proposal, an abstention will have the same effect as a vote “AGAINST” the proposal, but a failure to be represented will not have any effect on the Livent Adjournment Proposal.

Yes. The transaction cannot be completed unless the Livent Transaction Agreement Proposal is approved by the Livent stockholders. For Livent stockholders, if you fail to submit a proxy or vote virtually at the Livent Special Meeting, or vote to abstain, or you do not provide your bank, broker or other nominee with instructions, as applicable, this will have the same effect as a vote “AGAINST” the Livent Transaction Agreement Proposal.

See the section entitled “Information About the Livent Special Meeting” beginning on page 68 of this proxy statement/prospectus.

If the transaction is completed, each outstanding Livent Share (other than Livent Shares held as treasury stock by Livent or Livent Shares held by any of its subsidiaries) will be converted into the right to receive 2.406 NewCo Shares. The issuance of the NewCo Shares to holders of Livent Shares will be registered with the SEC and the NewCo Shares are expected to be listed and traded on the NYSE under the symbol “[ ].” See the section entitled “The Transaction Agreement—Merger Consideration” beginning on page 128 of this proxy statement/prospectus.

Under the Transaction Agreement and based on the Merger Exchange Ratio of Livent Shares for NewCo Shares, the Scheme Exchange Ratio of Allkem Shares for NewCo Shares or CDIs, and Allkem’s and Livent’s respective fully diluted shares as of the date of the Transaction Agreement, it is expected that Livent stockholders will own approximately 44%, and Allkem shareholders will own approximately 56%, respectively, of NewCo immediately following the effective time.

Prior to the effective time, there has not been and will not be an established public trading market for NewCo Shares, and the market price of NewCo Shares will be unknown until the commencement of trading following the effective time. The NewCo Shares will reflect the combination of Livent and Allkem based upon the respective exchange ratios for Allkem Shares and Livent Shares, which, in the case of Allkem is one NewCo Share or one CDI for each Allkem Share, and in the case of Livent is 2.406 NewCo Shares for each Livent Share. The exchange ratios are fixed and will not fluctuate up or down based on the market price of Livent Shares, the market price of Allkem Shares or changes in currency exchange rates prior to the completion of the transaction.

At and as of the closing of the transaction, it is expected that the NewCo Shares will be listed and traded on the NYSE under the symbol “[ ].”Allkem Shares will not be traded on the ASX following the closing of the transaction, but interests in NewCo Shares will be quoted and traded on the financial market operated by the ASX in the form of CDIs under the ASX symbol “[ ].”

Upon completion of the merger, outstanding Livent equity awards will be treated as follows:

Livent RSUs.

At the effective time, each Livent RSU will be assumed by NewCo and will be subject to substantially the same terms and conditions as applied to the related Livent RSU immediately prior to the effective time, except that the Livent Shares subject to such Livent RSUs will be converted into the right to receive, upon vesting, a number of NewCo Shares equal to the product of (A) the number of Livent Shares underlying such Livent RSUs immediately prior to the effective time, multiplied by (B) 2.406. Following such assumption, each assumed Livent RSU that is unvested and outstanding as of the date of signing of the Transaction Agreement will vest on a pro rata basis and, to the extent of such vesting, will be exchanged into the right to receive the merger consideration at the effective time or as soon as practicable thereafter.

Livent PSUs. At the effective time, each Livent PSU will fully vest, with the number of Livent Shares subject to such Livent PSUs determined based on the achievement of the higher of target and actual performance. At the effective time or as soon as practicable thereafter, each Livent PSU will be canceled in exchange for the right to receive the merger consideration.

Livent Options.

At the effective time, each Livent Option will be assumed by NewCo and will be subject to substantially the same terms and conditions as applied to the related Livent Option immediately prior to the effective time, except that (x) each such assumed Livent Option will be converted into a stock option to acquire a number of NewCo Shares equal to the product of (A) the number of Livent Shares underlying such assumed Livent Options immediately prior to the effective time, multiplied by (B) 2.406; and (y) the exercise price per NewCo Share will be equal to the product of (A) the original exercise price per Livent Share when such assumed Livent Option was granted, divided by (B) 2.406.

Livent Director RSUs.

Immediately prior to the effective time, any Livent Director RSUs will vest in full and be cancelled and converted into the right to receive an amount in cash equal to (A) the number of Livent Shares subject to such Livent Director RSUs immediately prior to the effective time, multiplied by (B) the higher of (i) the first available closing price of the merger consideration and (ii) the closing price per Livent Share as reported in the New York Stock Exchange, on the last trading day preceding the closing date.

Following the effective time, to the extent provided in the applicable award agreement, assumed Livent equity awards will vest, to the extent unvested, on a “double-trigger” basis in the event of an award holder’s termination of employment by NewCo without “cause” or by the holder for “good reason,” in each case within two years following the effective time. For additional information on the treatment of Livent equity awards, see the section entitled “The Transaction—Interests of Livent’s Directors and Executive Officers in the Transaction—Treatment of Livent Equity Awards” beginning on page 101 of this proxy statement/prospectus.

Livent’s directors and officers have certain interests in the transaction that may be different from, or in addition to, the interests of Livent stockholders generally. See the section entitled “The Transaction—Interests of Livent’s Directors and Executive Officers in the Transaction” beginning on page 101 of this proxy statement/prospectus.

Once you exchange your Livent Shares after the closing of the transaction, as a holder of NewCo Shares, you will receive the same dividends on NewCo Shares that all other holders of NewCo Shares or CDIs will receive with any dividend record date that occurs after the transaction is completed. Any dividend payments will be made at the discretion of the board of directors of NewCo and will depend upon many factors, including the financial condition of NewCo, earnings, legal requirements, applicable restrictions in debt agreements that limit the ability to pay dividends to stockholders and other factors the board of directors of NewCo may deem relevant. See “Description of NewCo Shares — Dividends” for more information on NewCo’s dividend policy.

Dividend Withholding Tax (“DWT”) (which is currently 25%) must be deducted from dividends paid by an Irish tax resident company such as NewCo, unless a shareholder is entitled to an exemption and has submitted a properly completed exemption form to NewCo’s registrar, [ ]. Investors who hold their interests in NewCo through Euroclear Bank or as CDIs, and who are entitled to a DWT exemption, should refer to the Euroclear Bank Service Description or the CREST International Manual respectively or to the broker or custodian through whom they hold their shares in order to arrange for their dividends to be exempted.

Further details on DWT exemptions and all relevant forms can be obtained from the Irish Revenue Commissioners’ website at www.revenue.ie. The information on such website does not constitute a part of, and is not incorporated by reference into, this proxy statement/prospectus.

For a more complete description of material tax consequences of the transaction to holders of Livent Shares, please see the sections entitled “The Transaction—Material U.S. Federal Income Tax Considerations for U.S. Holders,” beginning on page 115, and “The Transaction—Irish Tax Considerations,” beginning on page 121 of this proxy statement/prospectus.

In connection with the filing of the registration statement of which this proxy statement/prospectus forms a part, Davis Polk & Wardwell LLP (“Davis Polk”) has rendered to NewCo its opinion, dated [ ], 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 the 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, other than certain excluded 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 (the tax treatment described in clauses (i) and (ii) together, the “Intended U.S. Shareholder Tax Treatment”) 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 (the tax treatment described in this clause (iii), the “Intended Section 7874 Tax Treatment”, and together with the Intended U.S. Shareholder Tax Treatment, the “Intended U.S. Tax Treatment”).

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 LLP (“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. 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” (as defined above) 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.

For a more complete description of the material U.S. federal income tax consequences of the transaction to U.S. holders of Livent Shares, please see the section entitled “The Transaction—Material U.S. Federal Income Tax Considerations for U.S. Holders” beginning on page 115 of this proxy statement/prospectus.

Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Transaction Agreement—Conditions That Must Be Satisfied or Waived for the Transaction to Occur” beginning on page 148 of this proxy statement/prospectus, including the approval of the Livent Transaction Agreement Proposal by Livent stockholders at the Livent Special Meeting, Livent and Allkem expect that the transaction will be completed by the end of calendar year 2023. However, it is possible that factors outside the control of one or both companies could result in the transaction being completed at a different time or not at all.

Upon the closing of the transaction, the board of directors of NewCo will be comprised of 14 members. The composition of the NewCo board of directors will be as follows:

• seven current Allkem directors (each of whom will be nominated by Allkem prior to the scheme effectiveness, and including Mr. Peter Coleman, the current Chairman of the Allkem Board); and
• seven current Livent directors (each of whom will be nominated by Livent prior to the scheme effectiveness, and including Mr. Paul W. Graves, the current Chief Executive Officer of Livent).
• The current Chairman of the Allkem Board, Mr. Peter Coleman, will serve as the Chair of the NewCo board of directors.

For more information on the governance of NewCo following the completion of the transaction, see “Management and Corporate Governance of NewCo” beginning on page 251 of this proxy statement/prospectus.

Following the transaction, 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 a resident of Ireland for tax purposes and expects to continue to be an Irish tax resident following the transaction. The current Chairman of the Allkem Board, Mr. Peter Coleman, will assume the role of Chair of NewCo after the transaction, and Livent’s current Chief Executive Officer, Mr. Paul W. Graves, and its current Chief Financial Officer, Mr. Gilberto Antoniazzi, will assume the roles of Chief Executive Officer and Chief Financial Officer, respectively, of NewCo after the transaction. The other executive leadership of NewCo will be mutually determined by Livent and Allkem prior to the scheme effectiveness. For additional information on NewCo’s senior leadership team, see “Management and Corporate Governance of NewCo” beginning on page 251 of this proxy statement/prospectus.

Pursuant to the terms of the Transaction Agreement, immediately prior to the closing of the transaction, NewCo’s articles of association will be amended to be in substantially the applicable form attached as Annex B to this proxy statement/prospectus. As a result, the rights of Livent stockholders who become shareholders of NewCo following the transaction will be governed by the laws of the Bailiwick of Jersey and the NewCo Organizational Documents. For more information, 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.

All holders of record of Livent Shares as of the close of business on [ ], 2023 (the “Merger Record Date”), the record date for the Livent Special Meeting, are entitled to receive notice of, and to vote at, the Livent Special Meeting. Each holder of Livent Shares is entitled to cast one vote on each matter properly brought before the Livent Special Meeting for each Livent Share that such holder owned of record as of the Merger Record Date.

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. For additional information about the Livent Special Meeting, see the section entitled “Information About the Livent Special Meeting” beginning on page 68 of this proxy statement/prospectus.

Under SEC rules, Livent is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to its named executive officers in connection with the transactions contemplated by the Transaction Agreement.

Under SEC rules, Livent is required to seek a non-binding, advisory vote with respect to certain provisions of the NewCo articles of association that represent a change from the corresponding provisions of Allkem’s current governing documents.

Approval of the Livent Advisory Compensation Proposal and the NewCo Advisory Governance Documents Proposals is not a condition to completion of the transaction. Accordingly, you may vote against any or all of these proposals and vote in favor of the Livent Transaction Agreement Proposal. The Livent Advisory Compensation Proposal and the NewCo Advisory Governance Documents Proposals votes are each an advisory vote and will not be binding on Livent or NewCo following the transaction. If the transaction is completed, the transaction-related compensation may be paid to Livent’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if Livent’s stockholders do not approve, in a non-binding, advisory vote, the Livent Advisory Compensation Proposal and the provisions of the NewCo articles of association will apply in accordance with their terms even if Livent’s stockholders do not approve, in non-binding, advisory votes, any or all of the NewCo Advisory Governance Documents Proposals.

If your Livent Shares are registered directly in your name with the transfer agent of Livent, EQ Shareowner Services, you are considered the shareholder of record with respect to those Livent Shares. As the shareholder of record, you have the right to vote, or to grant a proxy for your vote directly to Livent or to a third party to vote, at the Livent Special Meeting.

If your Livent Shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the shareholder of record with respect to those shares. You should check the voting form used by your bank, broker or other nominee 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. If you are a beneficial owner of Livent Shares, you are invited to attend the Livent Special Meeting; however, you may not vote your 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 obtain a “legal proxy” from your bank, broker or other nominee that holds your shares, giving you the right to vote your Livent Shares at the Livent Special Meeting.

No. If your Livent Shares are held in “street name” in a stock brokerage account or by a bank or other nominee, your broker, bank or other nominee will only be permitted to vote your Livent Shares if you instruct it how to vote. You must provide your broker, bank or other nominee with instructions on how to vote your Livent Shares in order to vote. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not 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 obtain a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Banks, brokers and other nominees who hold Livent Shares in street name for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are precluded from exercising their voting discretion with respect to non-routine matters when they have not received instructions from beneficial owners. It is expected that all proposals to be voted on at the Livent Special Meeting are “non-routine” matters. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares, which is referred to as a broker non-vote. The effect of not instructing your broker how you wish your Livent Shares to be voted will be the same as a vote “AGAINST” the Livent Transaction Agreement Proposal, but will not have an effect on the Livent Advisory Compensation Proposal, the NewCo Advisory Governance Documents Proposals or the Livent Adjournment Proposal.

Each Livent stockholder is entitled to one vote for each Livent Share held of record by such Livent stockholder as of the Merger Record Date. As of the close of business on the Merger Record Date, there were [ ] outstanding Livent Shares.

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 “ABSTAIN” as to that matter or (b) a Livent stockholder attends the Livent Special Meeting and does not vote as to such matter. For purposes of the Livent Special Meeting, a failure to be represented as to particular Livent Shares and a particular matter occurs when either (a) the holder of record of such Livent Shares neither attends the virtual meeting nor returns a proxy with respect to such Livent Shares or (b) such Livent Shares are held in “street name” and the beneficial owner does not instruct the owner’s bank, broker or other nominee on how to vote such Livent Shares with respect to such matter (i.e., a broker non-vote).

Abstentions 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.

Stockholders of Record.

If you are a stockholder of record, you may have your Livent Shares voted on the matters to be presented at the Livent Special Meeting in any of the following ways:

By Mail.

Mark the enclosed proxy card, sign and date it, and return it in the postage-paid envelope you have been provided. To be valid, your proxy by mail must be received by 11:59 p.m. Eastern time on the day preceding the Livent Special Meeting.

By Telephone.

The toll-free number for telephone proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Telephone proxy submission is available 24 hours a day. If you choose to submit your proxy by telephone, then you do not need to return the proxy card. To be valid, your telephone proxy must be received by 11:59 p.m. Eastern time on the day preceding the Livent Special Meeting.

By Internet.

The web address and instructions for internet proxy submission can be found on the enclosed proxy card. You will be required to provide your assigned control number located on the proxy card. Internet proxy submission via the web address indicated on the enclosed proxy card is available 24 hours a day. If you choose to submit your proxy by internet, then you do not need to return the proxy card. To be valid, your internet proxy must be received by 11:59 p.m. Eastern time on the day preceding the Livent Special Meeting.

Online During the Meeting.

Livent stockholders of record may attend the virtual Livent Special Meeting by entering your assigned control number located on the proxy card and voting online; attendance at the virtual Livent Special Meeting will not, however, in and of itself constitute a vote or a revocation of a prior proxy. Livent requests that Livent stockholders submit their proxies by telephone or over the internet or by completing and signing the accompanying proxy card and returning it to Livent in the enclosed postage-paid envelope as soon as possible. When the accompanying proxy card is returned properly executed, the Livent Shares represented by it will be voted at the Livent Special Meeting in accordance with the instructions contained on the proxy card.

Beneficial Owners.

If your Livent Shares are held by a bank, broker or other nominee, you should check the voting form used by your bank, broker or other nominee 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.

Banks, brokers or other nominees who hold Livent Shares on behalf of their customers may not 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.

You have the right to revoke or change your proxy before it is voted at the Livent Special Meeting by: (i) sending a written notice of revocation to Livent Corporation, 1818 Market Street, Suite 2550, Philadelphia, PA 19103, Attention: Corporate Secretary, that is received by Livent prior to 11:59 p.m. Eastern time on the day preceding the Livent Special Meeting, stating that you would like to revoke your proxy, (ii) submitting a new proxy bearing a later date (by mail, telephone or internet, in accordance with the instructions on the enclosed proxy card) that is received by Livent prior to 11:59 p.m. Eastern time on the day preceding the Livent Special Meeting or (iii) attending the Livent Special Meeting, virtually, using your assigned control number and voting online. If you hold Livent Shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee in order to change or revoke your vote.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your Livent Shares in the way that you indicate. When completing the internet or telephone processes or the proxy card, you may specify whether your Livent Shares should be voted for or against, or you may abstain from voting on, all, some or none of the specific items of business to come before the Livent Special Meeting.

If you sign and return your proxy card without indicating how to vote on any particular proposal, the Livent Shares represented by your proxy will be voted “FOR” each such proposal in accordance with the recommendation of the Livent Board. The proxyholders may use their discretion to vote on any other proposals that might be presented relating to the Livent Special Meeting.

If you hold Livent Shares in “street name” and also directly as a record holder or otherwise or if you hold Livent Shares in more than one brokerage account, you may receive more than one set of voting materials relating to the Livent Special Meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your Livent Shares are voted. If you hold your Livent Shares in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.

The Merger Record Date is earlier than both the date of the Livent Special Meeting and the effective time. If you transfer your Livent Shares after the Merger Record Date but before the Livent Special Meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the Livent Special Meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your Livent Shares. In order to become entitled to receive the merger consideration you must hold your Livent Shares through the effective time, which Livent and Allkem expect will occur by the end of calendar year 2023, subject to satisfaction or waiver of closing conditions.

Livent has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Livent Special Meeting. Livent will pay Morrow Sodali LLC a base fee of $35,000 plus reasonable out-of-pocket expenses. 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. In addition to solicitations by mail, Livent’s directors, officers and employees may solicit proxies personally or by email or telephone without additional compensation.

After carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Livent Special Meeting. If you hold your Livent Shares in your own name as the shareholder of record, you may submit a proxy to have your Livent Shares voted at the Livent Special Meeting in one of four ways (described in detail in the response to the question “How do I vote my shares?”): by mail; by telephone; via the internet; or online during the Livent Special Meeting.

If you decide to attend the Livent Special Meeting and vote virtually, your vote will revoke any proxy previously submitted.

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.

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.

The preliminary voting results will be announced at the Livent Special Meeting, if available. In addition, within four business days following certification of the final voting results, Livent will file the final voting results with the SEC on a Current Report on Form 8-K.

Under 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 eligible Livent 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.”

Yes. You should read and carefully consider the risks described in the section entitled “Risk Factors” beginning on page 32 of this proxy statement/prospectus. You also should read and carefully consider the risk factors relating to Livent contained in the documents filed with the SEC that are incorporated by reference into this proxy statement/prospectus, including Livent’s Annual Report on Form 10-K for the year ended December 31, 2022.

In addition to approval of the Livent Transaction Agreement Proposal by Livent stockholders as described above, completion of the transaction is subject to the satisfaction of a number of other conditions, including conditions relating to receipt of the Allkem Shareholder Approval for the scheme under the Australian Corporations Act, expiration or earlier termination of any applicable waiting period and receipt of governmental consents, approvals and clearances, in each case, under antitrust and investment screening laws in certain applicable jurisdictions, approval of the Court under the Australian Corporations Act, approval from the NYSE of the listing of NewCo Shares to be issued in the transaction, approval from the ASX for the admission of NewCo as a foreign exempt listing and the approval for quotation of the CDIs to be issued in the transaction, accuracy of representations and warranties in the Transaction Agreement, compliance with covenants in the Transaction Agreement, confirmation (verbal or otherwise) from the ATO that either (i) there are no material impediments to or material issues to be resolved which may prevent the ATO from issuing the ATO Class Ruling or (ii) the ATO is prepared to issue the ATO Class Ruling, in a form and substance satisfactory to Allkem (acting reasonably), confirming that qualifying Australian resident Allkem shareholders will be eligible to choose rollover relief to the extent to which they receive NewCo Shares or CDIs in exchange for their Allkem Shares in connection with the scheme, and no events having occurred that would have a material adverse effect on Livent or Allkem. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the transaction, see the section entitled “The Transaction Agreement—Conditions That Must Be Satisfied or Waived for the Transaction to Occur” beginning on page 148 of this proxy statement/prospectus.

Yes. In accordance with the terms of the Transaction Agreement and applicable law, Allkem must obtain shareholder approval for the scheme under the Australian Corporations Act. See “The Transaction—Regulatory Approvals” beginning on page 112 of this proxy statement/prospectus.

If the Livent Transaction Agreement Proposal is not approved by Livent stockholders or if the transaction is not completed for any other reason, Livent stockholders will not receive NewCo Shares for their Livent Shares. Instead, Livent will remain an independent public company, Livent Shares will continue to be listed and traded on the NYSE and registered under the Exchange Act and Livent will continue to file periodic reports with the SEC. If the Transaction Agreement is terminated, under specified circumstances, Livent may be required to pay Allkem a termination fee of $64.6 million and, under specified circumstances, Allkem may be required to pay Livent a termination fee of $64.6 million. See the section entitled “The Transaction Agreement—Termination Fee” beginning on page 153 of this proxy statement/prospectus.

If you have additional questions about the transaction, need assistance in submitting your proxy or voting your Livent Shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, please contact Morrow Sodali, LLC, Livent’s proxy solicitor, by calling toll-free at (800) 662-5200 or via email at Livent@info.morrowsodali.com.