American Battery Materials (BLTH) adds legal opinion in Form S-1 Amendment 13

Rhea-AI Filing Summary

American Battery Materials Inc. filed Amendment No. 13 to its Form S-1 registration statement as an exhibit-only update. The company is adding Exhibit 5.1, a legal opinion from Olshan Frome Wolosky LLP on the validity of its common stock and accompanying warrants. The filing states that all other parts of the registration statement remain unchanged and are omitted from this amendment. The document includes an updated exhibit list and signature page executed by the chief executive officer, chief financial officer, and the company’s directors.

Key Terms

Registration Statement, exhibit-only filing, Opinion of Olshan Frome Wolosky LLP, Inline XBRL, +2 more

6 terms

Registration Statement regulatory

"American Battery Materials Inc. is filing this Amendment No. 13 to its Registration Statement on Form S-1"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

exhibit-only filing regulatory

"this Amendment No. 13 ... as an exhibit-only filing to file Exhibit 5.1"

Opinion of Olshan Frome Wolosky LLP financial

"5.1** | | Opinion of Olshan Frome Wolosky LLP, as to the legality of the common stock and accompanying warrants."

Inline XBRL technical

"101.INS | | Inline XBRL Instance Document."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Power of Attorney legal

"24.1 | | Power of Attorney (set forth on signature page of the Registration Statement)."

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

Technical Report technical

"96.1 | | Technical Report."

A technical report is a detailed, expert-written document that explains the methods, data, results and risks behind a company’s engineering, scientific or operational claim — for example estimates of resources, product testing, or project feasibility. Investors use it like an independent inspection or blueprint: it reveals how solid the underlying work is, what assumptions were made and what could go wrong, helping assess value and risk before committing money.

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FAQ

What is American Battery Materials (BLTH) Amendment No. 13 to its Form S-1?

Amendment No. 13 is an exhibit-only update to American Battery Materials’ Form S-1. It adds specific exhibits, keeps the rest of the registration statement unchanged, and refreshes the signature page and exhibit index without altering the core terms already on file.

Why did American Battery Materials (BLTH) file this exhibit-only S-1 amendment?

The amendment was filed to include Exhibit 5.1, a legal opinion regarding the company’s common stock and accompanying warrants. This type of opinion is typically required before effectiveness of a registration statement and helps confirm that the securities are validly issued.

What is Exhibit 5.1 in the American Battery Materials S-1 amendment?

Exhibit 5.1 is a legal opinion from Olshan Frome Wolosky LLP concerning the legality of American Battery Materials’ common stock and accompanying warrants. It supports the Form S-1 by confirming that the registered securities will be validly issued under applicable corporate law.

Does Amendment No. 13 change other disclosures in American Battery Materials’ S-1?

The amendment states that only the facing page, explanatory note, Item 16(a), signature page, and Exhibit 5.1 are included. It specifies that the remainder of the registration statement is unchanged and has been omitted from this amendment filing.

Which exhibits are highlighted in the latest American Battery Materials S-1 amendment?

The exhibit list includes underwriting agreements, charter documents, warrant forms, compensation plans, technical reports, consents, XBRL documents, and the new Exhibit 5.1 legal opinion. It also notes that many exhibits are incorporated by reference from earlier SEC filings.

Who signed American Battery Materials’ Amendment No. 13 to the Form S-1?

The amendment was signed on behalf of American Battery Materials by Chairman and Chief Executive Officer David E. Graber. It also bears signatures of the president, chief operating officer, chief financial officer, and several directors, with Graber acting as attorney-in-fact for certain signatories.

As filed with the Securities and Exchange Commission on June 29, 2026

Registration No. 333-277021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

AMENDMENT NO. 13

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

AMERICAN BATTERY MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware		2800		22-3956444
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code No.)		(IRS Employer Identification No.)

American Battery Materials Inc.

500 West Putnam Avenue, Suite 400

Greenwich, Connecticut 06830

(800) 998-7962

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

David E. Graber

Chief Executive Officer

American Battery Materials Inc.

500 West Putnam Avenue, Suite 400

Greenwich, Connecticut 06830

(800) 998-7962

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15^th Floor New York, New York 10019 (212) 451-2300 Anthony J. Marsico, Esq. Reed Smith LLP 599 Lexington Avenue New York, New York 10022 (212) 521-5400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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		☐
Non-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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

American Battery Materials Inc. is filing this Amendment No. 13 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-277021) (the “Registration Statement”) as an exhibit-only filing to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has been omitted.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

Exhibit Number		Description
1.1		Form of Underwriting Agreement.
3.1		Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).
3.2		Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).
3.3		Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).
3.4		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).
3.5		Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2022).
3.6		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2022).
3.7		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2023).
3.8		Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2025).
4.1		Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 21, 2023).
4.2		Form of Warrant (included as annex to the Warrant Agent Agreement filed as Exhibit 4.3)
4.3		Form of Warrant Agent Agreement with Transfer Online, Inc.
5.1**		Opinion of Olshan Frome Wolosky LLP, as to the legality of the common stock and accompanying warrants.
10.1		Form of Note Amendment and Extension Agreement between the Company and investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024).
10.2		Bridge Promissory Note between the Company and David E. Graber dated May 16, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.3		Bridge Promissory Note between the Company and David E. Graber dated June 18, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.4		Bridge Promissory Note between the Company and David E. Graber dated July 11, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.5		Bridge Promissory Note between the Company and David E. Graber dated August 19, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.6		Bridge Promissory Note between the Company and David E. Graber dated August 28, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.7		Consolidation Promissory Note between the Company and David E. Graber dated September 30, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.8		Bridge Promissory Note between the Company and David E. Graber dated December 18, 2024 (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.9		2024 Incentive Compensation Plan. (incorporated by reference to the Company’s Form S-1/A filed on September 10, 2025).
10.10		Amendment to 2024 Incentive Compensation Plan (incorporated by reference to the Company’s Form S-1/A filed on December 22, 2025).
21.1		Subsidiaries of the Registrant (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 1, 2024).
23.1		Consent of GreenGrowth CPAs Inc.
23.2**		Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 5.1).
24.1		Power of Attorney (set forth on signature page of the Registration Statement).
96.1		Technical Report.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
107		Filing Fee Table.

Unless otherwise indicated, exhibits were previously filed.

*	To be filed by amendment.
**	Filed herewith.
#	Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 13 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on June 29, 2026.

	AMERICAN BATTERY MATERIALS INC.
	By:	/s/ David E. Graber
	Name:	David E. Graber
	Title:	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 13 to Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ David E. Graber		Chairman and Chief Executive Officer		June 29, 2026
David E. Graber		(Principal Executive Officer)
/s/ Sebastian Lux*		President, Chief Operating Officer and Director		June 29, 2026
Sebastian Lux
/s/ Agustin Cabo		Chief Financial Officer		June 29, 2026
Agustin Cabo		(Principal Financial and Accounting Officer)
/s/ Dylan Glenn*		Director		June 29, 2026
Dylan Glenn
/s/ Jared Levinthal*		Director		June 29, 2026
Jared Levinthal
/s/ Adam C. Lipson, M.D.*		Director		June 29, 2026
Adam C. Lipson, M.D.
/s/ Andrew Suckling*		Director		June 29, 2026
Andrew Suckling
/s/ Justin Vorwerk*		Director		June 29, 2026
Justin Vorwerk

* By:	/s/ David E. Graber
	David E. Graber
	Attorney-in-Fact

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