ELBM TSA Amendment: Notes Converted to Units, Warrants Cancelled in Restructuring

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D reports that Highbridge Capital Management LLC amended a Transaction Support Agreement with Electra Battery Materials Corp on September 17, 2025. The amendment changes the planned exchange of convertible notes into equity and loans: 60% of each consenting holder's notes will be "Equitized" into units at an effective conversion price of US$0.75

Positive

• Debt reduction approach: The amendment converts 60% of notes into equity units, reducing outstanding convertible debt burden.
• Structured compromise: The 60/40 split plus New Term Loan provides creditors with both equity participation and loan recovery.
• Warrant cancellation simplifies cap table: Cancelling outstanding warrants removes contingent instruments that could complicate future financings.

Negative

• Potential dilution: Conversion formulas at US$0.75 and share issuances tied to Rolled Notes may materially increase share count.
• Ownership cap complexity: Reported holdings include securities subject to 9.9% blockers, so actual post-transaction ownership is constrained and may differ from reported numbers.

Insights

Financial Analyst

TL;DR: The amendment restructures debt into a mix of equity and loan, diluting shares via conversions while capping any holder above 9.9%.

The TSA Amendment materially revises the exchange mechanics by splitting notes 60/40 between equity conversion and loan rollover, fixing conversion formulas at US$0.75 and US$0.90 reference prices and explicitly cancelling warrants. For investors, this reduces outstanding debt while increasing potential diluted share count depending on actual conversions and the 9.9% blockers. Highbridge discloses 3,587,438 shares beneficially owned pre-blocker effect, equal to 9.9% of the class as reported.

M&A / Restructuring Specialist

TL;DR: The amendment is a restructuring tool to balance creditor recovery and equity preservation, using mixed consideration.

The split between equity issuance and new term loan is a common compromise to preserve liquidity and limit immediate dilution while addressing creditor claims. Cancellation of outstanding warrants simplifies the cap table but removes upside for warrantholders. The structured formulas and interest treatment define precise economic outcomes and timelines tied to October 9, 2025 and the Transaction Effective Date, which will determine ultimate dilution and debt profile.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Electra Battery Materials Corp

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

28474P706

(CUSIP Number)

Kirk Rule
Highbridge Capital Management, LLC, 277 Park Avenue, 23rd Floor
New York, NY, 10172
212-287-2500

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 28474P706

1

Name of reporting person

HIGHBRIDGE CAPITAL MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,587,438.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,587,438.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,587,438.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Includes 1,401,919 Common Shares issuable upon exercise of warrants and 2,184,440 Common Shares issuable upon conversion of convertible notes. As more fully described in Item 5, the reported warrants and convertible notes are subject to 9.9% beneficial ownership blockers and the percentage set forth in row (13) gives effect to such blockers. However, rows (7), (9) and (11) show the number of Common Shares that would be issuable upon the full exercise of the reported warrants and the full conversion of the reported convertible notes. Therefore, the actual number of Common Shares beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (7), (9) and (11).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Electra Battery Materials Corp
(c)	Address of Issuer's Principal Executive Offices: SUITE 3200, BAY ADELAIDE CENTRE, 40 TEMPERANCE ST., TORONTO, ONTARIO, CANADA , M5H 0B4.
Item 1 Comment: This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Person on July 24, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Shares. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is amended and supplemented as follows: Amendment to Transaction Support Agreement On September 17, 2025, the Consenting Convertible Noteholders and the Issuer entered into Amendment No. 1 to the Transaction Support Agreement (the "TSA Amendment"). Under the TSA Amendment, the Consenting Convertible Noteholders and the Issuer agreed to amend the following terms of the Transactions: The Equity Exchange will now consist of the exchange by each Consenting Convertible Noteholder of 60% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Equitized Notes"), with each Equitized Note being exchanged for a number of units identical to those being issued in the New Equity Offering equal to (i) the aggregate principal amount of such Equitized Note plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Equitized Note to but excluding October 9, 2025 divided by (ii) US$0.75. Each Consenting Convertible Noteholder will exchange the remaining 40% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Rolled Notes") for the following: (i) an aggregate principal amount of New Term Loan equal to the sum of (x) the aggregate principal amount of such Rolled Notes, (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding the Transaction Effective Date, and (z) the aggregate amount of all accrued but unpaid interest (including any deferred interest amounts) on the Equitized Notes beneficially owned or held by such Consenting Convertible Noteholder from and including October 9, 2025 to but excluding the Transaction Effective Date, and (ii) a number of Common Shares equal to 12.5% of the sum of (x) the aggregate principal amount of such Rolled Notes and (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding October 9, 2025 divided by US$0.90. In addition, each of the Consenting Convertible Noteholders have agreed to cancel all of the outstanding warrants previously issued by the Issuer pursuant to that certain Warrant Indenture, dated as of November 27, 2024, by and between the Issuer and TSX Trust Company, or that certain Warrant Indenture, dated as of February 13, 2023, by and between the Issuer and TSX Trust Company. The foregoing description of the TSA Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the TSA Amendment (including the exhibits thereto), a copy of which is attached hereto as Exhibit 99.12 and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Schedule 13D is hereby amended and supplemented by including the information set forth in Item 4 of this Amendment.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.12 - Amendment No. 1 to Transaction Support Agreement, dated September 17, 2025 (incorporated by reference to Exhibit 99.2 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on September 18, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HIGHBRIDGE CAPITAL MANAGEMENT LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	09/18/2025

FAQ

What did Highbridge disclose in the Schedule 13D/A for ELBM?

Highbridge disclosed an Amendment No. 1 to a Transaction Support Agreement dated September 17, 2025, changed note exchange terms and reported beneficial ownership of 3,587,438 Common Shares representing 9.9% of the class (inclusive of certain convertible instruments).

How will the convertible notes be treated under the TSA Amendment?

Each consenting holder will exchange 60% of their notes for units at an effective price of US$0.75 October 9, 2025) and 40% will be rolled into a New Term Loan plus issuance of Common Shares equal to 12.5% of the rolled amount divided by US$0.90.

Are warrants affected by the amendment?

Yes. The amendment states that all outstanding warrants issued under the specified warrant indentures will be cancelled.

What is the reported percent ownership and what does it include?

The filing reports 9.9% ownership, which includes 1,401,919 shares issuable on warrants and 2,184,440 shares issuable on convertible notes, but these are subject to 9.9% beneficial ownership blockers.

When will interest be measured for conversion calculations?

Accrued and unpaid interest on Equitized Notes is included to but excluding October 9, 2025; interest on Rolled Notes is included to but excluding the Transaction Effective Date.