American Battery Tech's net loss widens 42% to $14.6M
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
American Battery Technology Company (ABAT) reported revenue of $1,713,289 for the three months ended September 30, 2026, up 83% from $937,589 a year earlier, while net loss widened 42% to $14,623,978 from $10,299,566. Federal restrictions on black-mass exports constrained sales and contributed to a $3.3 million inventory write-down. The company had $43.3 million in unrestricted cash and cash equivalents, no debt, and used $5.0 million in operating cash during the quarter.
On September 30, the U.S. Department of Commerce’s Bureau of Industry and Security approved a license for sales of up to $100 million of recycled black mass for export under specified terms; the export directive had limited sales since August 27. The Bureau of Land Management accepted the Tonopah Flats Lithium Project’s Plan of Operations in September. Management believes cash and anticipated product revenue are sufficient to fund operations for at least 12 months from issuance of the statements. Disclosure controls were ineffective, and material weaknesses involving technical accounting expertise and segregation of duties remained unremediated as of quarter-end; remediation efforts were underway.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue rose 83% to $1,713,289 year over year.
- Moderate pointBIS approved exports of up to $100 million of recycled black mass.
- Minor pointBLM accepted the Tonopah Flats Plan of Operations in September 2026.
Negative
- Major pointMaterial weaknesses remained unremediated as of September 30, 2026.
- Moderate pointNet loss widened 42% to $14,623,978 year over year.
- Moderate point$3.3 million inventory write-down followed black-mass export restrictions. 1.9% of market cap
Filing Explained
At September 30, 29,320,297 potentially dilutive shares remained beyond 142,710,116 common shares outstanding.
At
Separately, 29,320,297 potentially dilutive shares were outstanding: 17,502,670 warrants and 11,817,627 share awards; these were potential shares, not shares reported as issued.
Key Figures
Key Terms
black mass technical
net realizable value financial
Plan of Operations regulatory
material weakness financial
performance obligations financial
cash cost of goods sold financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did ABAT report for the quarter ended September 30, 2026?
Why did ABAT’s net loss increase in the September 2026 quarter?
How much black mass can ABAT export under its license?
What is ABAT doing to address its financial-reporting control weaknesses?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from to
Commission
File number:
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The
|
Indicate
by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No
The number of shares of common stock outstanding as of November 5, 2026 was .
American Battery Technology Company and Subsidiaries
Index to Form 10-Q
| Part I – Financial Information (unaudited) | ||
| Item 1 | Unaudited Financial Statements | 3 |
| Condensed Consolidated Balance Sheets as of September 30, 2026 and June 30, 2026 | 3 | |
| Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2026 and 2025 | 4 | |
| Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended September 30, 2026 and 2025 | 5 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2026 and 2025 | 6 | |
| Notes to the Condensed Consolidated Financial Statements | 7 | |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 30 |
| Item 4 | Controls and Procedures | 30 |
| Part II. Other Information | ||
| Item 1 | Legal Proceedings | 33 |
| Item 1A | Risk Factors | 33 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 33 |
| Item 3 | Defaults Upon Senior Securities | 33 |
| Item 4 | Mine Safety Disclosures | 33 |
| Item 5 | Other Information | 33 |
| Item 6 | Exhibits | 34 |
| Signatures | 35 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN BATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Balance Sheets
| September 30, 2026 | June 30, 2026 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory (Note 4) | ||||||||
| Grants receivable (Note 5) | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other | ||||||||
| Restricted cash | ||||||||
| Total current assets | ||||||||
| Property and equipment, net (Note 6) | ||||||||
| Mining properties (Note 7) | ||||||||
| Intangible assets (Note 8) | ||||||||
| Right-of-use asset (Note 10) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable and accrued liabilities (Note 9) | $ | $ | ||||||
| Operating lease liability (Note 10) | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, long-term | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series A Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series B Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series C Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series D Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Common Stock Authorized: common shares, par value of $ per share; Issued and outstanding: and common shares as of September 30, 2026 and June 30, 2026, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 3 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Statements of Operations
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross loss | ( | ) | ( | ) | ||||
| Expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Research and development | ||||||||
| Exploration costs | ||||||||
| Total operating expenses | ||||||||
| Net loss before other income (expense) | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income (expense) | ( | ) | ||||||
| Amortization and accretion of financing costs | ( | ) | ||||||
| Other income (expense), net | ( | ) | ||||||
| Total other income (expense) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding | ||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 4 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Statement of Stockholders’ Equity
Three months ended September 30, 2026:
| Preferred Stock | Common Stock | Additional Paid-In | Common Stock | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Issuable | Deficit | Total | |||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Shares issued upon vesting of share-based awards | - | ( | ) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
Three months ended September 30, 2025:
| Preferred Stock | Common Shares | Additional Paid-In | Common Stock Issuable | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Number | Amount | Capital | (receivable) | Deficit | Total | |||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
| Shares issued upon vesting of share-based awards | - | ( | ) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Shares issued pursuant to an At-The-Market offering | - | ( | ) | |||||||||||||||||||||||||||||
| Shares issued pursuant to conversion of debt payments to common stock | - | |||||||||||||||||||||||||||||||
| Shares issued pursuant to warrant exercises | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 5 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Statements of Cash Flows
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Accretion of financing costs | ||||||||
| Amortization of right-of-use asset | ||||||||
| Write-down of inventory to net realizable value | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Grants receivables | ( | ) | ||||||
| Prepaid expenses and other | ( | ) | ||||||
| Other receivables | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of mining properties | ( | ) | ||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of common shares through At-The-Market offering | ||||||||
| Payment of issuance costs of common shares through At-The-Market Offering | ( | ) | ||||||
| Proceeds from exercise of share purchase warrants | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | ( | ) | ||||||
| Cash, Cash Equivalents and Restricted Cash – Beginning of Period | ||||||||
| Cash, Cash Equivalents and Restricted Cash – End of Period | $ | $ | ||||||
| Supplemental disclosures (Note 15) | ||||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.
| 6 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
(unaudited)
1. Organization and Nature of Operations
American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminium, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
The Company was incorporated under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. We have a limited operating history and generated our initial revenue in the fourth quarter of the fiscal year ended June 30, 2024. Our principal executive offices are located at 100 Washington Street, Suite 100, Reno, Nevada 89503.
2. Liquidity
As
of September 30, 2026, the Company had cash and cash equivalents of $
The Company’s primary sources of capital to date have been from revenue from sales of its products, its registered direct offerings, ATM sales agreement with Virtu Americas, LLC, and proceeds from awarded government contracts.
Management believes that the Company’s cash and cash equivalents as of September 30, 2026, and anticipated revenue from sales of our products, are sufficient to fund the Company’s operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements.
| 7 |
3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U. S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements.
The condensed consolidated balance sheet at September 30, 2026, the condensed consolidated statements of operations and stockholders’ equity for the three months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the three months ended September 30, 2026 and 2025, are unaudited, but include all adjustments, consisting of normal recurring adjustments, the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The results for the three months ended September 30, 2026, are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2027, or for any future period. The condensed consolidated balance sheet at June 30, 2026, has been derived from audited financial statements; however, the condensed consolidated financial statements as of September 30, 2026, do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements for the fiscal year ended June 30, 2026, and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, as filed with the SEC on September 14, 2026. The Company’s consolidated subsidiaries consist of its wholly owned subsidiaries, LithiumOre Corporation (formerly Lithortech Resources Inc), and ABTC 2500 Peru LLC (formerly Aqua Metals Transfer LLC).
The accompanying condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, the fair value of stock-based compensation, the net realizable value of inventory, valuation and recoverability of long-lived assets and intangible assets and deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected.
Cash and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
At September 30, 2026, cash equivalents included approximately $
| 8 |
Restricted Cash
As
of September 30, 2026, the Company had cash of $
Prepaid Expenses and Other
Prepaid expenses consist primarily of amounts paid in advance for goods and services to be received in future periods, including insurance, software licenses, maintenance contracts, and other operating costs. Prepaid expenses also include down payments and advance payments made in connection with the purchase of property and equipment that has not yet been placed in service. Prepaid expenses are recognized as expense over the period in which the related benefits are realized or reclassified to property and equipment when the asset is placed into service.
Revenue Recognition
The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time that the Company transfers control of the goods to the customer, which occurs when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized.
The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims differs from original estimates. For the three months ended September 30, 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.
| 9 |
Cost of Goods Sold
Cost of goods sold includes the cost of the recycled products and byproducts delivered to our customers. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs, lower of cost or net realizable value charges, and shipping and logistics costs.
Cost of sales is impacted by changes in inventory levels and the timing of inventory cost recognition. Due to the federal export restriction on black mass that went into effect on August 27, 2026, the Company experienced elevated inventory levels as restrictions on the processing, movement, or sale of black mass limited the Company’s ability to convert inventory into sales until it obtained an export license. In accordance with the Company’s inventory costing methodology, labor and overhead costs are allocated to inventory through periodic allocation entries and capitalized as part of inventory carrying costs. These costs are subsequently recognized in cost of sales when the related inventory is sold or when inventory is written down to net realizable value, as applicable.
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation,”, compensation cost for stock-based awards is recognized over the requisite service period based on the grant-date fair value of the award. For awards subject solely to a service condition, compensation expense is recognized on a straight-line basis over the requisite service period. For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. If the probability assessment changes, cumulative compensation expense is adjusted in the period of change. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees primarily consist of restricted stock units (“RSUs”) and common share warrants, with the corresponding compensation cost recorded within additional paid-in capital. The common share warrants are contingent upon performance and service conditions and have been classified as equity.
The fair value of each common share warrant granted is estimated using the Black-Scholes option-pricing model using the single option award approach. The following assumptions are used in the Black-Scholes option-pricing model:
Risk-Free Interest Rate: The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the option’s expected term at the grant date.
Expected Volatility: The Company estimates the volatility for option grants by evaluating the average historical volatility of the Company’s stock price for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.
Weighted Average expected Term: The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards.
Dividend Yield: The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.
| 10 |
| 2026 | 2025 | |||||||
| Weighted average expected term (years) | ||||||||
| Risk-free interest rate | % | 5 | % | |||||
| Dividend yield | % | % | ||||||
| Volatility | % | % | ||||||
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability which include the Company’s assumptions regarding the data market participants would use in pricing the asset or liability based on the best information available under the circumstances.
The carrying values of the Company’s cash, accounts receivable, grants receivable, prepaid expenses and other, and accounts payable and accrued liabilities approximate fair value due to their short maturities.
| 11 |
Our investments measured at fair value on a recurring basis were as follows:
| September 30, 2026 | June 30, 2026 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Cash and cash equivalents (including restricted): | ||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cash equivalents | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Adoption of Recent Accounting Pronouncements
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s consolidated financial statements properly reflect the change.
In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” As amended by ASU 2025-01, this guidance requires disclosures in the notes to financial statements of specified information about certain costs and expenses. It clarifies which certain costs and expenses that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative descriptions of amounts that are not separately disaggregated quantitatively. Additionally, it requires disclosure of total amounts of selling expenses and an entity’s definition of selling expense. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which provides authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. Under this guidance, a government grant is defined as a transfer of a monetary asset or tangible nonmonetary asset from a government (other than in an exchange transaction) that is subject to conditions the entity must satisfy in order to receive the benefit. ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (including interim periods therein). Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the financial statements and disclosures contained in the notes to the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” to clarify the applicability, form, content, and disclosure requirements for interim financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The amendments in this update refine the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have, or are reasonably expected to have, a material impact on its financial position, results of operations, or cash flows. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”. The ASU establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments are required to be applied retrospectively, subject to certain transition provisions. The Company is in the process of determining the effect this ASU will have on the financial statements and disclosures contained in the notes to the condensed consolidated financial statements.
| 12 |
4. Inventories
The Company’s inventory for its lithium-ion battery recycling operation is comprised of raw materials, in the form of battery feedstock, and finished goods, in the form of black mass and other metals. Inventory is valued at the lower of average cost or net realizable value. The net carrying value of inventory includes those costs to acquire battery feedstock and any related carrying and processing costs incurred by the Company.
The table below presents inventory balances as of:
| September 30, 2026 | June 30, 2026 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
Inventory
levels increased during the current-year period primarily due to the black mass ban, which restricted the Company’s ability to
process or sell certain inventory. As a result, inventory accumulated on the Company’s balance sheet, including capitalized labor
and overhead costs allocated to inventory. These costs are generally recognized in cost of goods sold when the related inventory is sold,
subject to any required write-downs to net realizable value. The continued restrictions have also contributed to a $
5. Government Grants and Tax Credit Awards
Grants
receivable represent qualifying costs incurred where there is reasonable assurance that the conditions of the grant have been met but
the corresponding funds have not been received as of the reporting date. As collections from the federal government have been and are
expected to continue to be timely, no allowance for doubtful accounts has been established. If amounts become uncollectible, they will
be charged to operations. Grants receivable was $
| 13 |
On
October 21, 2022, the U.S. Department of Energy (“DOE”) announced that the Company had been selected for award negotiation
for a five-year project with a total budget of $
On
November 17, 2022, the DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget
of $
On
March 28, 2024, ABTC was selected for a tax credit for up to $
Also
on March 28, 2024, ABTC was selected for an additional tax credit of up to $
On
September 23, 2024, the DOE announced that the Company had been selected for award negotiations for a competitive grant in connection
with the construction of a new lithium-ion battery recycling facility. The project had a total budget of $
| 14 |
6. Property and Equipment
The table below presents the property and equipment as of September 30, 2026 and June 30, 2026:
| September 30, 2026 | June 30, 2026 | |||||||
| Land | $ | $ | ||||||
| Building | ||||||||
| Construction in progress | ||||||||
| Equipment and vehicles | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Property
and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are
accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress
is transferred to specific property and equipment accounts and commences depreciation when these assets are put in use. As of September
30, 2026, construction-in-progress is comprised $
The
Company recognized depreciation expense of $
7. Mining Properties
On
July 21, 2022, the Company exercised the option to purchase the rights to unpatented lode claims in Tonopah, Nevada for a total consideration
of $
In
December 2023, the Company entered into a vacant land offer and acceptance agreement for the Company’s acquisition of certain mineral
patents totaling $
In June 2025, the Company’s Tonopah Flats Lithium Project (“TFLP”) was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. The project is featured on the FAST-41 Permitting Dashboard.
On
January 15, 2026, the Company purchased 88 unpatented claims adjacent to the TFLP for $
On
August 8, 2026, the Company purchased 143 unpatented claims adjacent to the TFLP for $
The
Company capitalizes costs incurred to acquire, explore, evaluate, and develop mineral properties once proven and probable mineral reserves
have been established and the project is deemed economically and technically feasible. Prior to the establishment of proven and probable
reserves, exploration and evaluation costs are expensed as incurred. Capitalized costs are recorded as mineral properties and mine development
assets and are amortized using the units-of-production method over the estimated recoverable proven and probable reserves of the related
mine, beginning when production commences. During the three months ended September 30, 2026 and 2025, the Company did
8. Intangible Assets
The
Company’s acquisition of the commercial-scale battery recycling facility at the TRIC included water rights valued at $
The
Company’s acquisition of the Fernley facility included water rights valued at $
The table below presents total intangible assets at:
| September 30, 2026 | June 30, 2026 | |||||||
| Water rights | $ | $ | ||||||
| 15 |
9. Accounts Payable and Accrued Liabilities
The table below presents total accounts payable and accrued liabilities at:
| September 30, 2026 | June 30, 2026 | |||||||
| Trade payables | $ | $ | ||||||
| Fixed assets in trade payables | ||||||||
| Accrued expenses | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
10. Leases
Right-of-use (“RoU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. RoU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the RoU assets for certain properties include the renewal options that the Company is reasonably certain to exercise.
The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company estimates a rate of 8.0% for the three months ending September 30, 2026 and 2025, based primarily on historical lending agreements. RoU assets include lease payments required to be made prior to commencement and exclude lease incentives. Both RoU assets and the related lease liability exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants.
The Company leases office space under a non-cancelable operating lease agreement. The lease commenced December 1, 2024, and has a lease term of three years, expiring on November 30, 2027. The lease includes an option to renew for an additional two years; however, the Company is not reasonably certain to exercise the renewal option. Therefore, the renewal period has not been included in the calculation of the lease liability and the right-of-use asset in accordance with ASC 842. The Company occupies other office facilities under lease agreements that expire at various dates, many of which do not exceed a year in length. The Company does not have any finance leases as of September 30, 2026 and June 30, 2026.
Operating lease right-of-use assets are presented within the asset section of the Company’s condensed consolidated balance sheets, while lease liabilities are included within the liability section of the Company’s condensed consolidated balance sheets at September 30, 2026 and June 30, 2026.
| 16 |
The table below presents information related to the components of lease expense for the three months ended:
| September 30, 2026 | September 30, 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
The table below presents total operating lease RoU assets and lease liabilities at:
| September 30, 2026 | June 30, 2026 | |||||||
| Operating lease right-of-use asset | $ | $ | ||||||
| Operating lease liabilities | $ | $ | ||||||
The table below presents the maturities of operating lease liabilities as of September 30, 2026:
| June 30, 2027, remaining | $ | |||
| June 30, 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities | $ | |||
| Operating lease liabilities, current | $ | |||
| Operating lease liabilities, non-current | $ |
The table below presents the weighted average remaining lease term for operating leases and the weighted average discount rate used in calculating operating lease right-of-use asset as of September 30, 2026.
| Weighted average lease term (years) | ||||
| Weighted average discount rate | % |
| 17 |
11. Stockholders’ Equity
Preferred Stock
The Company’s amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors (the “Board of Directors”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management.
To date, the Company has authorized a total of shares of preferred stock. Of this amount the Company has designated a total of shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below.
Series A Preferred Stock
The Company has shares of Series A Preferred Stock authorized with a par value of $ per share. The Company had shares of Series A Preferred Stock issued and outstanding on September 30, 2026 and June 30, 2026.
Series B Preferred Stock
The Company has shares of Series B Preferred Stock authorized with a par value of $ per share. The Company had shares of Series B Preferred Stock issued and outstanding on September 30, 2026 and June 30, 2026.
Series C Preferred Stock
The Company has shares of Series C Preferred Stock authorized with a par value of $ per share. The Company had shares of Series C Preferred Stock issued and outstanding on September 30, 2026 and June 30, 2026.
Series D Preferred Stock
The Company has shares of Series D Preferred Stock authorized with a par value of $ per share. The Company had shares of Series D Preferred Stock issued and outstanding on September 30, 2026 and June 30, 2026.
Common Stock
In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from to .
During the three months ended September 30, 2026 and 2025, the Company issued and common shares, respectively, upon the vesting of share-based awards.
On
April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell,
from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $ per
share, subject to the terms and conditions of the Sales Agreement. On September 30, 2026, the Company filed a new registration statement
on Form S-3 (File No. 333-299017), which included an embedded prospectus supplement relating to the offer and sale from time to time
of the Shares having an aggregate offering price of up to $
| September 30, 2026 | September 30, 2025 | |||||||
| Warrants | ||||||||
| Share awards outstanding | ||||||||
| Total potentially dilutive | ||||||||
| 18 |
The Company had the following warrants outstanding as of September 30, 2026:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Balance, June 30, 2026 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Balance, September 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, September 30, 2026 | $ | $ | ||||||||||||||
The Company has established the 2021 Equity Incentive Plan (the “Retention Plan”) to issue shares in the effort to retain key executives, directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to, restricted share units and restricted share awards, collectively referred to as “share awards”. Share awards generally have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of % per annum.
Under the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent (%) of the total number of shares of common stock outstanding as of December 31, 2022, on a fully diluted basis. The Company adjusts the authorized shares under the plan each December 31, while the Retention Plan remains in effect. During the three months ended September 30, 2026 and 2025, the Company granted and share awards under the Retention Plan, respectively.
| Units | Weighted- Average Grant Date Fair Value per Unit | |||||||
| Unvested share awards at June 30, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeitures | ( | ) | $ | |||||
| Unvested awards at September 30, 2026 | $ | |||||||
As awards are granted, for those awards subject solely to a service condition, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting attribution method as acceptable under ASC 718, “Compensation-Stock Compensation.” For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. The Company accounts for forfeitures as they occur. The current fair value of share awards that vested during the three months ended September 30, 2026 totaled $ million.
During the period, the Company granted an award of performance-based restricted stock units (“PRSUs”) to the Chief Executive Officer pursuant to the Company’s Long-Term Incentive Plan (“LTIP”). Each PRSU represents the right to receive one share of the Company’s common stock, subject to the achievement of specified performance milestones and applicable vesting requirements.
The award has a four-year performance period commencing on the grant date. The PRSUs may be earned upon the achievement of five performance milestones, with PRSUs allocated to each milestone:
If all five performance milestones are achieved prior to the third anniversary of the grant date, the Chief Executive Officer will be eligible to earn additional PRSUs equal to 50% of the original award, or additional PRSUs.
The Company recognized total stock-based compensation expense of $million and $ million for the three months ended September 30, 2026 and 2025, respectively. Included in the $ million recognized during three months ended September 30, 2026 was $ million related to executive performance-based awards. Included in the $million recognized during the three months ended September 30, 2025 was $ million related to executive performance-based awards.
| 19 |
For the three months ended September 30, 2026 and 2025, total stock-based compensation expense included $ million and $ million, respectively, related to common share warrants awarded to employees of the Company.
As of September 30, 2026, there were approximately $ million of unamortized expenses relating to outstanding equity compensation awards to be recognized over a remaining weighted-average period of years.
| 2026 | 2025 | |||||||
| Cost of goods sold | $ | $ | ||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Exploration | ||||||||
| Total stock-based compensation | $ | $ | ||||||
Executive officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of directors. The payouts, in the form of share awards, vary based on the degree to which corporate operating objectives are met. These performance-based awards typically include a service-based requirement, which is generally four-years.
14. Segment and Other Information
The Company has determined that its Chief Executive Officer is its chief operating decision maker (“CODM”). The Company operates as a single business operating segment, which includes all activities related to the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Accordingly, the CODM uses consolidated net income to assess financial performance and inform decisions on how to allocate resources. The financial information provided to the CODM does not contain significant disaggregated expenses outside of what is already disclosed in the statements of operations.
Revenue
from three major customers during the three months ended September 30, 2026 and three major customers for the three months ended September
30, 2025 accounted for
Substantially all of the Company’s long-lived assets and operating lease right-of-use assets were located in the United States as of September 30, 2026 and June 30, 2026.
| 20 |
15. Supplemental Statement of Cash Flow Disclosures
For the three months ended:
| September 30, 2026 | September 30, 2025 | |||||||
| Supplemental disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Purchases of property and equipment accrued in current liabilities | ||||||||
| Assets transferred from assets held-for-sale to property and equipment | ||||||||
| Debt payment satisfied with common shares | ||||||||
16. Commitments and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results.
Operating Leases
The Company leases its principal office location in Reno, Nevada. It also leases lab space at the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2027, and the Lab lease expires on January 31, 2027. Consistent with the guidance in ASC 842, Leases, the Company has recorded the principal office lease in its condensed consolidated balance sheet as an operating lease. For further information on operating lease commitments, see Note 10.
Financial Assurance:
Nevada
and other states, as well as federal regulations governing mine operations on federal land, require financial assurance to be provided
for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. The Company has satisfied
financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance the Company is
required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At September
30, 2026, the Company’s financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimate
totaled $
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes in “Item 1. Condensed Consolidated Financial Statements”. References in this report to “American Battery,” the “Company,” “we,” “our” and “us” are references to American Battery Technology Company and its subsidiaries.
Forward-Looking Statements
We make forward-looking statements in this report and may make such statements in future filings with the Securities and Exchange Commission, or SEC. We may also make forward-looking statements in our press releases or other public or shareholder communications. Our forward-looking statements are subject to risks and uncertainties and include information about our current expectations and possible or assumed future results of our operations. When we use words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “could,” “plan,” “potential,” “predict,” “forecast,” “project,” “intend,” “is focused on” or similar expressions, or make statements regarding our intent, belief, or current expectations, we are making forward-looking statements. Our forward-looking statements also include, without limitation, statements about our liquidity and capital resources; our ability to continue as a going concern; our ability to successfully execute on our business strategy; our ability to raise additional capital and statements regarding our anticipated future financial condition, operating results, cash flows and business plans.
While we believe our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which are based on information available to us on the date of this report or, if made elsewhere, as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed in this report, “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and from time to time in our other reports filed with the SEC.
Other factors not currently anticipated may also materially and adversely affect our results of operations, cash flows, and financial position. There can be no assurance future results will meet expectations. Forward-looking statements speak only as of the date of this report and we expressly disclaim any intent to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.
| 22 |
Overview
American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminium, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
To implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), consumer electronics industries, and manufactures several types of recycled products and byproducts. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and has achieved continued growth in production volumes and revenue through September 30, 2026.
The development and demonstration of these recycling technologies were supported by a competitively awarded grant from the U.S. Advanced Battery Consortium, which consists of General Motors, Ford Motor Company, Stellantis NV, and the US Department of Energy. The continued expansion of this facility is also supported by a competitively awarded $19.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC was selected for an additional $10.0 million competitively awarded grant by the U.S. Department of Energy to demonstrate, optimize, and construct commercial implementations of ABTC’s next generation of advanced critical mineral separations and processing manufacturing technologies.
With the successful operations of ABTC’s first critical mineral recycling facility with a design processing rate of approximately 20,000 tonnes per year, ABTC was awarded a competitive $150 million grant from the U.S. Department of Energy to support the construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year. The construction of this second facility is also supported by a competitively awarded $40.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC has been performing due diligence on several prospective locations for this second facility throughout the southeastern US.
In addition to its critical mineral recycling facilities, ABTC is also developing TFLP, one of the largest identified lithium resources in the United States. In September 2025, ABTC published a Pre-Feasibility Study (PFS) for this project that details the inferred, indicated, and measured resources and proven and probable reserves at this claystone property, as well as the technical and financial roadmap for bringing the associated lithium mine and 30,000 tonne lithium hydroxide monohydrate (LHM) per year refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves (Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project). The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM.
To demonstrate the performance of ABTC’s internally developed claystone-to-lithium hydroxide technologies, ABTC was awarded a competitive $2.3 million grant from the U.S. Department of Energy to construct and operate a multi-tonne per day integrated demonstration facility. ABTC has constructed and operated this demonstration facility and processed tonne-level quantities of claystone from ABTC’s claystone property near Tonopah, Nevada, and manufactured high-purity battery grade lithium hydroxide product that has been delivered to global customers for evaluation and qualifications.
| 23 |
ABTC is currently developing a mine and refinery at the TFLP for the manufacturing of 30,000 tonnes of high purity critical mineral lithium hydroxide per year. In October 2022, ABTC was selected for a competitively awarded $57.7 million grant from the U.S. Department of Energy to support the construction of the first 5,000 tonnes lithium hydroxide per year processing train at this facility.
In October 2025, the DOE notified the Company that the $57.7 million cooperative agreement for the lithium hydroxide refinery was terminated. The Company appealed, and following a series of technical and commercial reviews, the DOE reinstated the award in its entirety in January 2026, with no change to funds awarded or to technical and commercial milestones, and with an updated contracted project schedule to reflect the time spent in the review process. The temporary termination and reinstatement did not result in a material change to the Company’s project timeline or capital program. See Note 5 to the condensed consolidated financial statements.
As this prospective mine and refinery are located on land managed by the U.S. Bureau of Land Management (“BLM”), ABTC works closely with the federal government on the permitting, design, and operations of this facility. In June 2025, ABTC’s TFLP was selected by President Trump’s National Energy Dominance Council (“NEDC”) and the FAST-41 Permitting Council as a Transparency Priority Project. This designation implements streamlined federal permitting procedures and highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project.
On July 30, 2026, President Trump issued a Presidential Determination pursuant to Section 101 of the Defense Production Act of 1950, as amended (the “DPA”), declaring black mass produced from the recycling of lithium-ion batteries to be a critical material essential to the national security of the United States. On August 6, 2026, the Bureau of Industry and Security (“BIS”) within the U.S. Department of Commerce published a Temporary Final Rule in the Federal Register titled “DPAS Directive Allocation Order and Additional Requirements for Recoverable Critical Minerals and Materials” (the “Directive”), which imposes a requirement that U.S. entities selling black mass allocate 100% of their monthly sales to U.S. persons. The Directive took effect on August 27, 2026, and remains in effect for approximately one year from the date of publication.
ABTC submitted a request to BIS for an exception from the Directive’s domestic allocation requirement. On September 30, 2026, the Company received approval from the U.S. Department of Commerce’s Bureau of Industry and Security for the sale of up to $100 million of its recycled black mass material through a license to export under specified terms following the implementation of recently enacted federal export controls governing critical battery materials.
| 24 |
Company Financial Highlights – Three months ended September 30, 2026:
| ● | Revenue was $1.7 million for the three months ended September 30, 2026, as compared to $0.9 million for the three months ended September 30, 2025. | |
| ● | Total cost of goods sold was $5.4 million for three months ended September 30, 2026, compared to $4.5 million for the three months ended September 30, 2025. Cost of goods sold for the three months ended September 30, 2026 included non-cash items of depreciation of $0.9 million and stock-based compensation of $0.2 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the three months ended September 30, 2026 was $4.3 million. The three months ended September 30, 2025 cost of goods sold included non-cash items of depreciation of $1.0 million and stock-based compensation of $0.2 million. Excluding these non-cash items, the three months ended September 30, 2025, cash cost of goods sold (a non-GAAP measure) was $3.3 million. | |
| ● | In September 2026, ABTC received notice from the US BLM that it had accepted ABTC’s Plan of Operations for the construction and operation of its Tonopah Flats Lithium Project, marking a major milestone in the federal permitting process. | |
| ● | The Company had cash, cash equivalents, and restricted cash of $43.4 million as of September 30, 2026, of which $43.3 million was unrestricted. | |
| ● | The Company held zero debt as of September 30, 2026. |
A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross loss
(both are non-GAAP measures) for the three months ended September 30 was as follows:
| Description | Amount ($M) Three Months Ended September 30, 2026 | Amount ($M) Three Months Ended September 30, 2025 | ||||||
| Revenue | $ | 1.7 | $ | 0.9 | ||||
| Cost of goods sold (GAAP) | 5.4 | 4.5 | ||||||
| Gross loss | $ | (3.7 | ) | $ | (3.6 | ) | ||
| Description | Amount ($M) Three Months Ended September 30, 2026 | Amount ($M) Three Months Ended September 30, 2025 | ||||||
| Revenue | $ | 1.7 | $ | 0.9 | ||||
| Cost of goods sold (GAAP) | 5.4 | 4.5 | ||||||
| Less: depreciation expense | (0.9 | ) | (1.0 | ) | ||||
| Less: stock-based compensation | (0.2 | ) | (0.2 | ) | ||||
| Cash cost of goods sold (Non-GAAP) | $ | 4.3 | $ | 3.3 | ||||
| Adjusted gross loss (Non-GAAP) | $ | (2.6 | ) | $ | (2.4 | ) | ||
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analysing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP.
The Directive, effective August 27, 2026, restricted international exports of black mass. This limited the Company’s ability to export its finished black mass inventory and increased inventory levels during the quarter. The inventory on the balance sheet includes capitalized labor and overhead costs. These costs are recognized in cost of goods sold when the related inventory is sold, subject to any write-downs to net realizable value. On October 1, 2026, ABTC announced that the U.S. Department of Commerce’s Bureau of Industry and Security approved a license to export up to $100 million of the Company’s recycled black mass under specified terms.
| 25 |
Components of Statements of Operations
The following table sets forth the Company’s operating results for the periods indicated:
Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 1,713,289 | $ | 937,589 | $ | 775,700 | 83 | % | ||||||||
| Cost of goods sold | 5,355,954 | 4,454,231 | 901,723 | 20 | ||||||||||||
| Gross loss | (3,642,665 | ) | (3,516,642 | ) | (126,023 | ) | (4 | ) | ||||||||
| Operating expense | ||||||||||||||||
| General and administrative | 7,284,644 | 3,628,127 | 3,656,517 | 101 | ||||||||||||
| Research and development | 3,630,975 | 2,697,639 | 933,336 | 35 | ||||||||||||
| Exploration | 437,423 | 290,951 | 146,472 | 50 | ||||||||||||
| Total operating expenses | 11,353,042 | 6,616,717 | 4,736,325 | 72 | ||||||||||||
| Other income (expense) | 371,729 | (166,207 | ) | 537,936 | 324 | |||||||||||
| Net loss | $ | (14,623,978 | ) | $ | (10,299,566 | ) | $ | (4,324,412 | ) | (42 | ) | |||||
Results of Operations for the Three Months Ended September 30, 2026 and 2025
Revenue
During the three months ended September 30, 2026 and 2025, our revenue was $1.7 million and $0.9 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for our products and byproducts during the current-year period. Revenue during the period was negatively impacted by the black mass federal export restriction, which restricted the Company’s ability sell certain materials. Following receipt of the approval to export $100 million of our black mass product, the Company expects revenue to begin recovering in the second quarter as it resumes or expands activities previously constrained by the restrictions. The timing and extent of the recovery will depend on the Company’s ability to process accumulated feedstock inventory, fulfill customer demand, and convert finished goods inventory into sales.
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Cost of Goods Sold
Cost of goods sold during the three months ended September 30, 2026 and 2025 were $5.4 million and $4.5 million, respectively. Cost of sales is impacted by changes in inventory levels and the timing of inventory cost recognition. Due to the federal export restrictions on black mass, the Company has experienced elevated inventory levels during the fiscal year first quarter of 2027 as compared to fiscal year 2026 as restrictions on the processing, movement, or sale of black mass have limited the Company’s ability to convert finished goods inventory into sales. In accordance with the Company’s inventory costing methodology, labor and overhead costs are allocated to inventory through periodic allocation entries and capitalized as part of inventory carrying costs. These costs are subsequently recognized in cost of sales when the related inventory is sold or when inventory is written down to net realizable value, as applicable.
The increase in cost of goods sold was primarily attributable to a $3.3 million inventory write-down to net realizable value, compared to $0.3 million in the prior-year period. Federal export restrictions on black mass significantly reduced the Company’s ability to sell inventory, resulting in lower sales volumes and higher-than-normal inventory levels. As a result, production costs associated with unsold inventory were capitalized rather than recognized in cost of goods sold upon sale, resulting in lower traditional cost of sales relative to production levels. In the prior-year period, the Company generally produced and sold its production, resulting in lower inventory levels and a more traditional recognition of production costs in cost of goods sold. During the current period, the accumulation of inventory, combined with production costs capitalized in inventory, resulted in inventory carrying values exceeding estimated net realizable value. Accordingly, the Company recorded a $3.3 million inventory write-down to reduce inventory to its estimated net realizable value.
Operating Expenses
During the three months ended September 30, 2026, the Company incurred $11.4 million of operating expenses compared to $6.6 million of operating expenses during the three months ended September 30, 2025. The increase is primarily due to the items described below:
General and administrative expenses consist of stock-based compensation, office expenses, legal, accounting, recruiting, business development, public relations, and general facility expenses. For the three months ended September 30, 2026, general and administrative expenses were $7.3 million, an increase of $3.6 million from the same period in the prior year. The majority of the increase relates to approximately $3.3 million in stock-based compensation expense associated with the fiscal year 2026 executive performance-based awards and the long-term incentive agreement granted to the Chief Executive Officer in the fourth quarter of fiscal year 2026.
Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the three months ended September 30, 2026 and 2025, were $3.6 million and $2.7 million, respectively. The increase is primarily related to an increase in stock compensation expense of $0.1 million and payroll for $0.7 million as the Company hired additional engineers and technical program managers to support the operations of the Plant and the progression of the TFLP through the feasibility studies and National Environmental Policy Act (“NEPA”) review processes.
Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $0.4 million for the three months ended September 30, 2026 and $0.3 million for the three months ended September 30, 2025.
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Other Income (Expense)
Other income was $0.4 million for the three months ended September 30, 2026, versus other expense of $0.2 million during the same period in the prior year. The change for the three months ended September 30, 2026 primarily resulted from a $0.4 million increase in interest income (expense), net, due to investment of cash in money market funds, and a $0.3 million decrease in the amortization and accretion of financing costs following the conversion of the Company’s notes payable in fiscal year 2026, partially offset by a $0.1 million decrease in other income.
Liquidity and Capital Resources
At September 30, 2026, the Company had available cash and cash equivalents of $43.3 million and total assets of $123.6 million compared to available cash of $49.5 million and total assets of $132.8 million at June 30, 2026. The decrease in available cash and cash equivalents resulted from the $5.0 million of cash used in operations and $1.9 million of cash used in investing activities to support the expansion of our recycling operations and purchase of mining properties.
The Company had total current liabilities of $6.2 million at September 30, 2026, compared to $6.4 million at June 30, 2026.
As of September 30, 2026, the Company had working capital (excluding restricted cash) of $44.9 million compared to $53.7 million at June 30, 2026. Working capital decreased primarily due to lower cash balances as cash was used to fund operations. Accounts receivable also decreased during the period as a result of customer collections, partially offset by an increase in inventory resulting from the federal export restrictions on black mass that remained in effect during the quarter until the Company received an export license on September 30, 2026.
Cash Flows
For the three months ended September 30:
| September 30, 2026 | September 30, 2025 | |||||||
| Cash Flows used in Operating Activities | $ | (5,006,517 | ) | $ | (7,138,756 | ) | ||
| Cash Flows used in Investing Activities | (1,951,238 | ) | (708,307 | ) | ||||
| Cash Flows provided by Financing Activities | - | 26,295,257 | ||||||
| Net Increase (Decrease) in Cash and Restricted Cash During the Period | (6,957,755 | ) | 18,448,194 | |||||
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Cash from Operating Activities
During the three months ended September 30, 2026, the Company used $5.0 million of cash for operating activities, compared to $7.1 million used during the three months ended September 30, 2025. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.
Cash from Investing Activities
During the three months ended September 30, 2026, the Company used cash in investing activities of $2.0 million. The Company used $1.8 million for acquisition of property and equipment for its recycling facility while $0.2 million was for the purchase of mining properties. This is in comparison to cash used in investing activities of $0.7 million for the three months ended September 30, 2025 for acquisition of property and equipment.
Cash from Financing Activities
During the three months ended September 30, 2026, the Company had zero cash provided by financing activities, compared to $26.3 million provided during the three months ended September 30, 2025. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments.
Working Capital
| September 30, 2026 | June 30, 2026 | |||||||
| Current Assets | $ | 51,191,656 | $ | 60,933,662 | ||||
| Restricted Cash | (100,000 | ) | (800,000 | ) | ||||
| Current Liabilities | (6,210,657 | ) | (6,394,722 | ) | ||||
| Working Capital | 44,880,999 | 53,738,940 | ||||||
Future Financing
The Company will continue to rely on sales of our common shares, debt, or other financings to fund its business operations as needed beyond any cash generated from internal operations and the government tax credits and grants we have been awarded. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of our securities or arrange for debt or other financings to fund planned operating activities, acquisitions, and exploration activities.
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Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.
While some of our significant accounting policies are more fully described in Note 3, “Summary of Significant Accounting Policies,” in the notes to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q, all our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Off-Balance Sheet Arrangements
As of September 30, 2026, we had no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
Item 4. Controls and Procedures
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of September 30, 2026, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures are not effective, based on the material weaknesses described below.
Previously Identified Material Weaknesses in Internal Control over Financial Reporting
As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, management identified material weaknesses in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act), which are described below. These material weaknesses had not been remediated as of September 30, 2026.
Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Material Weaknesses in Internal Control over Financial Reporting
The Company did not maintain a sufficient complement of personnel with the appropriate level of technical accounting expertise to effectively identify, evaluate, and design controls related to complex transactions. Additionally, the Company did not maintain adequate segregation of duties within its financial reporting processes, resulting in incompatible responsibilities and insufficient independent review controls. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Company’s financial reporting processes. These material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in the condensed consolidated financial statements may not be prevented or detected in a timely manner. Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of September 30, 2026.
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Remediation Plan
Remediation Efforts for Identified Material Weaknesses
We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting.
Remediation Measures in Progress:
| ● | We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks. | |
| ● | We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel. | |
| ● | We are designing and implementing controls over the evaluation and oversight of relevant service organizations. | |
| ● | We have engaged a third-party consultant that is assisting management in the evaluation, design and implementation of internal controls over financial reporting. | |
| ● | We will hire additional personnel with appropriate level of technical accounting expertise to effectively identify, evaluate and design controls related to complex transactions. |
We will consider the material weaknesses remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary.
Changes in Internal Control over Financial Reporting
Except with respect to the changes in connection with the implementation of the initiatives to remediate the material weaknesses noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The resolution of these pending routine proceedings is not expected to have a material effect on our operations or condensed consolidated financial statements; however, we cannot predict the final disposition of such proceedings.
Item 1A. Risk Factors
Our business is subject to various risks, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable. The Company does not currently operate a mine subject to the Federal Mine Safety and Health Act of 1977.
Item 5. Other Information.
None.
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Item 6. Exhibits
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
| Exhibit | Description | Filed Herein | Incorporated Date | By Form |
Reference Exhibit | |||||
| 3.1 | Articles of Incorporation, as amended | 12-Sep-22 | 10-K | 3.1 | ||||||
| 3.2 | Certificate of Amendment to Articles of Incorporation | 14-Nov-24 | 8-K | 3.1 | ||||||
| 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock | 8-Oct-19 | 8-K | 3.1 | ||||||
| 3.5 | Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock | 19-Feb-20 | 8-K | 3.1 | ||||||
| 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock | 5-Nov-20 | 8-K | 3.1 | ||||||
| 3.7 | Certificate of Designation of Series D Preferred Stock | 20-Sept-24 | 8-K | 3.1 | ||||||
| 3.8 | Amended and Restated Bylaws of American Battery Technology Company, dated October 14, 2025 | 15-Oct-25 | 8-K | 3.1 | ||||||
| 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer | x | ||||||||
| 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer | x | ||||||||
| 32.1 | Section 1350 Certification of Chief Executive Officer* | |||||||||
| 32.2 | Section 1350 Certification of Chief Financial Officer* | |||||||||
| 101 | INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | x | ||||||||
| 101 | SCH Inline XBRL Taxonomy Extension Schema Document | x | ||||||||
| 101 | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | x | ||||||||
| 101 | LAB Inline XBRL Taxonomy Extension Label Linkbase Document | x | ||||||||
| 101 | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | x | ||||||||
| 101 | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | x | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | x |
*Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN BATTERY TECHNOLOGY COMPANY
(Registrant)
| Date: November 12, 2026 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: November 12, 2026 | By: | /s/ Alejandro Flores Arteaga |
| Alejandro Flores Arteaga | ||
| Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
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