[SCHEDULE 13D/A] Electra Battery Materials Corporation SEC Filing

Rhea-AI Filing Summary

Whitebox Advisors amended its Schedule 13D for Electra Battery Materials Corp (ELBM) to describe a Transaction Support Agreement among the Issuer and Consenting Convertible Noteholders. The agreement contemplates exchanging 60% of outstanding convertible note principal and accrued interest for Common Shares at US$0.60 per share and converting 40% into a new three-year term loan bearing cash interest at 8.99% or PIK at 11.125%. The holders agreed to backstop part of a New Equity Offering to raise at least US$30.0 million and purchased US$2.0 million of 90-day Bridge Notes at 12.0% interest. The Consenting Convertible Noteholders gain board appointment rights and amendments to royalties (extended to seven years and cap increased to US$10.0 million).

Positive

• Provides immediate liquidity via a US$2.0 million Bridge Note purchase and a backstopped New Equity Offering targeting at least US$30.0 million in gross proceeds
• Reduces near-term cash obligations by converting 60% of convertible note principal and accrued interest into equity at US$0.60 per share
• Pushes remaining debt out by converting 40% of notes into a new three-year term loan, improving short-term covenant pressure

Negative

• Significant dilution from the Equity Exchange and inclusion of warrants in the New Equity Offering at a US$1.25 exercise price
• Increased creditor influence through rights to appoint up to three directors and the chair, altering governance
• Higher long-term cost due to elevated interest rates: New Term Loan interest (8.99% cash or 11.125% PIK) and Bridge Notes at 12% interest
• Expanded royalty burden with royalties extended from five to seven years and aggregate cap increased from US$6.0 million to US$10.0 million

Insights

Financial Analyst

TL;DR The deal provides short-term liquidity and restructures debt into equity and longer-term secured debt, reducing immediate default risk but diluting shareholders.

The Transaction Support Agreement should materially alleviate near-term liquidity pressure by combining a US$30.0 million New Equity Offering with a US$2.0 million bridge and conversion/backstop commitments from noteholders. Exchanging 60% of notes for equity at US$0.60 reduces cash claim burdens while a 40% new term loan pushes cash obligations out three years but at meaningful interest rates (8.99% cash or 11.125% PIK). The bridge notes provide immediate funds but carry a high 12% cost. Inclusion of backstop and amended royalties and board appointment rights indicate noteholders are securing influence while providing capital.

Corporate Governance Expert

TL;DR Noteholders gain concentrated governance influence through staged board appointments and protective amendments tied to the transactions.

The agreement grants Consenting Convertible Noteholders the right to appoint up to three directors and the chair initially, then tapering based on their retained ownership thresholds, which represents a significant governance shift. The Board retains a fiduciary out, but the nomination and board control terms coupled with amended royalty arrangements and secured new debt align creditor incentives with board composition. These changes materially alter shareholder governance dynamics during the restructuring period.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Electra Battery Materials Corp

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

28474P706

(CUSIP Number)

Gina Scianni
Whitebox Advisors LLC, 3033 Excelsior Boulevard, Suite 500
Minneapolis, MN, 55416
(917) 828-2238

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

08/21/2025

(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

WHITEBOX ADVISORS 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)

OO

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 0.00
8	Shared Voting Power 1,941,016.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,941,016.00

11

Aggregate amount beneficially owned by each reporting person

1,941,016.00

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

Comment for Type of Reporting Person:

(1) Shared voting and dispositive power includes an aggregate 1,644,051 Common Shares (as defined herein) obtainable upon the exercise of the Warrants (as defined herein) and the conversion of the Notes (as defined herein) beneficially owned by the Reporting Person, with each subject to the 9.9% Blocker (as defined herein). (2) Percent of class is calculated based on (i) 17,962,173 Common Shares outstanding as of August 15, 2025, as disclosed on the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the "SEC") on August 15, 2025, plus (ii) an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, which Common Shares have been added to the total Common Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

SCHEDULE 13D

CUSIP No. 28474P706

1

Name of reporting person

WHITEBOX GENERAL PARTNER 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)

OO

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 0.00
8	Shared Voting Power 1,941,016.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,941,016.00

11

Aggregate amount beneficially owned by each reporting person

1,941,016.00

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)

OO

Comment for Type of Reporting Person:

(1) Shared voting and dispositive power includes an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, with each subject to the 9.9% Blocker. (2) Percent of class is calculated based on (i) 17,962,173 Common Shares outstanding as of August 15, 2025, as disclosed on the Issuer's Report of Foreign Private Issuer on Form 6-K filed the SEC on August 15, 2025, plus (ii) an aggregate 1,644,051 Common Shares obtainable upon the exercise of the Warrants and the conversion of the Notes beneficially owned by the Reporting Person, which Common Shares have been added to the total Common Shares outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.

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: 133 Richmond Street West, Suite 602, Toronto, ONTARIO, CANADA , M5H 2L3.
Item 1 Comment: This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons 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. 1 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: Transaction Support Agreement On August 21, 2025, the Whitebox Funds entered into a Transaction Support Agreement (together with all exhibits thereto, the "Transaction Support Agreement") with the Issuer and all other holders of the Issuer's outstanding Notes (such holders of the Notes, together with the Whitebox Funds, the "Consenting Convertible Noteholders"). Under the Transaction Support Agreement, the Issuer and the Consenting Convertible Noteholders have agreed to act in good faith to consummate the following transactions (the "Transactions"), subject to certain conditions, and have undertaken other customary commitments to one another: - Each Consenting Convertible Noteholder will exchange 60% of the aggregate principal amount of, and the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on, such Consenting Convertible Noteholder's Notes for Common Shares at a price of US$0.60 per Common Share (the "Equity Exchange"). - Each Consenting Convertible Noteholder will exchange 40% of the aggregate principal amount of, and the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on, such Consenting Convertible Noteholder's Notes for an equal aggregate principal amount of a new term loan (the "New Term Loan") incurred by the Issuer and maturing three years after its incurrence. Interest on the New Term Loan will be payable at the Issuer's election in cash at a rate of 8.99% per annum or in kind at a rate of 11.125% per annum. Similar to the Notes, the New Term Loan will be guaranteed by substantially all of the Issuer's subsidiaries and secured by first-priority liens on substantially all of the Issuer and each guarantor's assets. - The Issuer will use its reasonable best efforts to complete an offering of units raising at least US$30.0 million of gross cash proceeds on terms reasonably acceptable to the Consenting Convertible Noteholders (the "New Equity Offering"). Each of the units sold in the New Equity Offering will consist of one Common Share and one full warrant to purchase one Common Share at an exercise price of US$1.25 per share, which warrants will have a term of 3 years and will be exercisable only for cash. The proceeds of the New Equity Offering will be used (i) to redeem or repay all amounts owing under the Bridge Notes (as defined below), (ii) to pay transaction expenses incurred in connection with the Transactions, (iii) in the event the Issuer raises more than US$34.5 million in the New Equity Offering, all amounts in excess of US$34.5 million to repurchase Notes (at a purchase price of par plus accrued and unpaid interest (including any deferred interest amounts)) otherwise subject to exchange in the Equity Exchange, (iv) for refinery construction, and (v) for other general corporate purposes. - Each Consenting Convertible Noteholder, severally and not jointly, will agree to backstop a portion of US$10.0 million of units to be sold in the New Equity Offering at a price of US$0.75 per unit, subject to the conditions described below. The price paid per unit by each Consenting Convertible Noteholder pursuant to its backstop obligation must be the same as the price per unit paid by all other investors participating in the New Equity Offering. The backstop commitments of the Consenting Convertible Noteholders will be reduced to the extent that third party investors purchase more than US$20.0 million units in the New Equity Offering. The Transactions are expected to be completed concurrently with each other, with the date of such completion being referred to as the "Transaction Effective Date." The obligations of the Consenting Convertible Noteholders to complete the Transactions will be subject to certain conditions, including, among others, (i) the Issuer's continued eligibility to receive under the Issuer's existing grants from the U.S. Department of Defense, (ii) the concurrent closing of the New Equity Offering raising aggregate gross cash proceeds of at least US$30.0 million, (iii) the receipt of all necessary shareholder approvals under applicable laws and the rules and regulations of the TSX Venture Exchange and the Nasdaq Stock Market and (iv) the negotiation and execution of definitive documentation for the transactions on terms acceptable to the Issuer and the Consenting Convertible Noteholders. The Issuer has also agreed, as of the Transaction Effective Date, to amend each royalty agreement entered into with the Consenting Convertible Noteholders to (i) extend the length of the royalty on revenues from five years following the commencement of commercial production to seven years following the commencement of commercial production and (ii) raise the aggregate cap under all such royalty agreements from US$6.0 million to US$10.0 million. From and after the Transaction Effective Date, the Issuer's board of directors (the "Board") will consist of no more than 7 directors and the Consenting Convertible Noteholders will have the right to appoint (i) three members of the Board, with one of the directors to be chairperson of the Board, until such time as no Consenting Convertible Noteholder owns at least 20% of the outstanding Common Shares owned by it as of the Transaction Effective Date (after giving effect to the Transactions), (ii) two members of Board until such time as no Consenting Convertible Noteholder owns at least 15% of the outstanding Common Shares owned by it as of the Transaction Effective Date (after giving effect to the Transactions), and (iii) one member of the Board until such time as no Consenting Convertible Noteholder owns at least 10% of the outstanding Common Shares owned by it as of the Transaction Effective Date (after giving effect to the Transactions). If the Board determines in good faith, after considering the advice of outside counsel, that taking certain actions, or refraining to take certain actions, is reasonably required for the Board to comply with its fiduciary duties under applicable law, the Transaction Support Agreement provides that the Board may elect not to take, or refrain to take, such actions (the "Fiduciary Out"). The Transaction Support Agreement will automatically terminate upon the earliest to occur of (i) 5:00 p.m. (prevailing Eastern Time) on October 21, 2025, unless extended, (ii) one business day after the Issuer notifies the Consenting Convertible Noteholders that it will be or was unable to obtain shareholder approval for the Transactions or that any other conditions in the definitive documentation for the Transactions is unable of being satisfied prior to October 21, 2025, (iii) the occurrence of an event of default under the Notes, Bridge Notes or any Royalty Agreement occurring after the Transaction Support Agreement became effective and unrelated to the Transaction Support Agreement or the Transactions, (iv) the date and time that the Issuer announces it or the Board does not intend to support the Transactions, it intends to accept an Alternative Transaction (as defined in the Transaction Support Agreement) or it executes a definitive written agreement with respect to an Alternative Transaction, (v) the Transaction Effective Date and (vi) written notice of a material breach of the Transaction Support Agreement, which shall include notice by the Issuer of an election of the Fiduciary Out, that remains uncured or unwaived for five business days. The Consenting Convertible Noteholders have agreed to provide relief under the minimum liquidity covenant contained in the indentures governing the Notes such that, so long as the Transaction Support Agreement remains in effect, the Issuer will only be required to maintain minimum liquidity of US$1.9 million during September 2025 and US$1.4 million during October 2025. The Consenting Convertible Noteholders have also agreed that, if the Transaction Support Agreement is terminated for any reason other than clause (iii) above, the failure by the Issuer to comply with the liquidity covenants contained in the indentures governing the Notes during the period from the date of such termination until the tenth day after the date the Transaction Support Agreement is terminated will not constitute an event of default with respect to the Notes if, and only if, such failures to comply have been cured prior to the tenth day after the date the Transaction Support Agreement is terminated. The foregoing description of the Transaction Support Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Support Agreement (including the exhibits thereto), a copy of which is attached hereto as Exhibit 10 and is incorporated herein by reference. Bridge Notes Under the Transaction Support Agreement, the Consenting Convertible Noteholders also agreed to, severally and not jointly, purchase from the Issuer US$2.0 million aggregate principal amount of notes (the "Bridge Notes") at par, with the Whitebox Funds purchasing $1,049,809.94, from cash on hand. The Bridge Notes will be senior unsecured obligations of the Issuer guaranteed by each of the Issuer's subsidiaries guaranteeing the Notes. The Bridge Notes will mature 90 days following their issuance and will bear interest payable in cash at maturity at a rate of 12.00% per annum. The Issuer may redeem the Bridge Notes at any time, in full or in part, without penalty and must redeem the Bridge Notes using the proceeds of the New Equity Offering on the Transaction Effective Date. The purchase of the Bridge Notes occurred on August 22, 2025. Concurrently with the purchase of the Bridge Notes, the Notes were amended such that any event of default on the Bridge Notes will constitute an event of default under the Notes. Concurrently with the funding of the Bridge Notes, the Consenting Convertible Noteholders entered into a Board Nomination Agreement (the "Board Nomination Agreement") with the Issuer providing the Consenting Convertible Noteholders with the right to appoint one member to the Board until the earlier of the Transaction Effective Date and November 20, 2025. The foregoing description of the Bridge Notes and Board Nomination Agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Notes and Board Nomination Agreement, copies of which are attached hereto as Exhibits 11 and 12 and are 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 10 - Transaction Support Agreement (incorporated by reference to Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 25, 2025) Exhibit 11 - Form of Bridge Note (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 August 25, 2025) Exhibit 12 - Form of Board Nomination Agreement (incorporated by reference to Exhibit 99.3 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 25, 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.

WHITEBOX ADVISORS LLC

Signature:	/s/ Gina Scianni
Name/Title:	Gina Scianni, Associate General Counsel & Deputy Chief Compliance Officer
Date:	08/25/2025

WHITEBOX GENERAL PARTNER LLC

Signature:	/s/ Gina Scianni
Name/Title:	Gina Scianni, Authorized Signatory
Date:	08/25/2025

FAQ

What does Whitebox's Schedule 13D/A say about the equity exchange for ELBM?

The agreement calls for exchanging 60% of each consenting noteholder's principal and accrued interest for Common Shares at US$0.60 per share.

How much new equity is ELBM seeking under the Transaction Support Agreement?

The Issuer will use reasonable best efforts to complete a New Equity Offering raising at least US$30.0 million of gross cash proceeds.

What are the terms of the new term loan included in the transaction?

Each consenting holder will exchange 40% of principal and accrued interest for a new term loan maturing in three years with interest payable at 8.99% cash or 11.125% PIK per annum.

Did Whitebox or other noteholders provide bridge financing?

Yes. Consenting Convertible Noteholders agreed to purchase an aggregate US$2.0 million of Bridge Notes; Whitebox Funds purchased $1,049,809.94. Bridge Notes mature in 90 days and bear 12.0% interest.

How will board composition change if the Transactions close?

From the Transaction Effective Date the Board will have no more than seven directors and Consenting Convertible Noteholders can appoint up to three directors (including the chair) initially, then fewer as their ownership declines below set thresholds.