Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




SCHEDULE 13D/A 0001257391 XXXXXXXX LIVE 2 Common Shares, no par value 09/17/2025 false 0001907184 28474P706 Electra Battery Materials Corp 133 Richmond Street West Suite 602 Toronto A6 M5H 2L3 Gina Scianni (917) 828-2238 Whitebox Advisors LLC 3033 Excelsior Boulevard, Suite 500 Minneapolis MN 55416 0001257391 WHITEBOX ADVISORS LLC b OO DE 0 1941016 0 1941016 1941016 N 9.9 IA (1) Shared voting and dispositive power includes an aggregate 1,644,051 Common Shares (as defined herein) obtainable upon the exercise of the Warrants (as defined herein) and the conversion of the Notes (as defined herein) beneficially owned by the Reporting Person, with each subject to the 9.9% Blocker (as defined herein). (2) Percent of class is calculated based on (i) 17,962,173 Common Shares outstanding as of August 15, 2025, as disclosed on the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on August 15, 2025, plus (ii) an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, which Common Shares have been added to the total Common Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 0001650272 WHITEBOX GENERAL PARTNER LLC b OO DE 0 1941016 0 1941016 1941016 N 9.9 OO (1) Shared voting and dispositive power includes an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, with each subject to the 9.9% Blocker. (2) Percent of class is calculated based on (i) 17,962,173 Common Shares outstanding as of August 15, 2025, as disclosed on the Issuer's Report of Foreign Private Issuer on Form 6-K filed the SEC on August 15, 2025, plus (ii) an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, which Common Shares have been added to the total Common Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Common Shares, no par value Electra Battery Materials Corp 133 Richmond Street West Suite 602 Toronto A6 M5H 2L3 This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on July 24, 2025 (as amended and supplemented by Amendment No. 1, the "Original 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 does not modify any of the information previously reported in the Original Schedule 13D. 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 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 13 and is incorporated herein by reference. 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 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 13 - 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) WHITEBOX ADVISORS LLC /s/ Gina Scianni Gina Scianni, Associate General Counsel & Deputy Chief Compliance Officer 09/18/2025 WHITEBOX GENERAL PARTNER LLC /s/ Gina Scianni Gina Scianni, Authorized Signatory 09/18/2025