SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Electra Battery Materials Corp (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
28474P706 (CUSIP Number) |
Kirk Rule Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor New York, NY, 10172 212-287-2500 Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/17/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 28474P706 |
1 |
Name of reporting person
HIGHBRIDGE CAPITAL MANAGEMENT LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
3,587,438.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Shares, no par value | |
(b) | Name of Issuer:
Electra Battery Materials Corp | |
(c) | Address of Issuer's Principal Executive Offices:
SUITE 3200, BAY ADELAIDE CENTRE, 40 TEMPERANCE ST., TORONTO,
ONTARIO, CANADA
, M5H 0B4. | |
Item 1 Comment:
This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on July 24, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Shares. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is amended and supplemented as follows:
Amendment to Transaction Support Agreement
On September 17, 2025, the Consenting Convertible Noteholders and the Issuer entered into Amendment No. 1 to the Transaction Support Agreement (the "TSA Amendment"). Under the TSA Amendment, the Consenting Convertible Noteholders and the Issuer agreed to amend the following terms of the Transactions:
The Equity Exchange will now consist of the exchange by each Consenting Convertible Noteholder of 60% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Equitized Notes"), with each Equitized Note being exchanged for a number of units identical to those being issued in the New Equity Offering equal to (i) the aggregate principal amount of such Equitized Note plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Equitized Note to but excluding October 9, 2025 divided by (ii) US$0.75.
Each Consenting Convertible Noteholder will exchange the remaining 40% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Rolled Notes") for the following: (i) an aggregate principal amount of New Term Loan equal to the sum of (x) the aggregate principal amount of such Rolled Notes, (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding the Transaction Effective Date, and (z) the aggregate amount of all accrued but unpaid interest (including any deferred interest amounts) on the Equitized Notes beneficially owned or held by such Consenting Convertible Noteholder from and including October 9, 2025 to but excluding the Transaction Effective Date, and (ii) a number of Common Shares equal to 12.5% of the sum of (x) the aggregate principal amount of such Rolled Notes and (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding October 9, 2025 divided by US$0.90.
In addition, each of the Consenting Convertible Noteholders have agreed to cancel all of the outstanding warrants previously issued by the Issuer pursuant to that certain Warrant Indenture, dated as of November 27, 2024, by and between the Issuer and TSX Trust Company, or that certain Warrant Indenture, dated as of February 13, 2023, by and between the Issuer and TSX Trust Company.
The foregoing description of the TSA Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the TSA Amendment (including the exhibits thereto), a copy of which is attached hereto as Exhibit 99.12 and is incorporated herein by reference. | ||
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment. | ||
Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.12 - Amendment No. 1 to Transaction Support Agreement, dated September 17, 2025 (incorporated by reference to Exhibit 99.2 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on September 18, 2025). |
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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