Encompass Capital Advisors LLC and related funds filed a Schedule 13G reporting beneficial ownership of 103,777,316 common shares of International Battery Metals Ltd., equal to 19.99% of the outstanding shares. The stake includes 57,897,081 common shares and 45,880,235 warrants.
All warrants are subject to a 19.99% beneficial ownership limitation, meaning they can only be exercised to keep ownership below that threshold. The filing classifies the position as passive and states the securities were not acquired to change or influence control of the company.
Positive
None.
Negative
None.
Insights
Encompass and affiliates report a capped 19.99% passive stake in International Battery Metals via shares and warrants.
Encompass Capital Advisors LLC, affiliated entities, and Todd J. Kantor collectively report beneficial ownership of up to 103,777,316 shares of International Battery Metals Ltd., representing 19.99% of 316,573,123 shares outstanding as of December 19, 2025.
The position combines common shares with a large block of warrants that are exercisable into additional shares. All warrants are subject to a 19.99% beneficial ownership cap, which limits how many can be exercised so their stake does not exceed that level.
The reporting persons certify the holdings are not for the purpose of changing or influencing control, which aligns with a passive investment stance under Schedule 13G. Future changes in share count or warrant exercises would be expected to appear in subsequent beneficial ownership updates, if they occur.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INTERNATIONAL BATTERY METALS LTD.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
459121109
(CUSIP Number)
01/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
459121109
1
Names of Reporting Persons
Encompass Capital Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
103,777,316.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
103,777,316.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,777,316.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes (a) 57,897,081 common shares, no par value per share ("Common Share") of the Issuer and (b) 45,880,235 warrants, which are exercisable for Common Shares and subject to a beneficial ownership limitation of 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants (the "19.99% Blocker"). Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
CUSIP No.
459121109
1
Names of Reporting Persons
Encompass Capital Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,785,598.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,785,598.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,785,598.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes (a) 47,124,854 Common Shares and (b) 37,660,744 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
CUSIP No.
459121109
1
Names of Reporting Persons
Encompass Capital Master Fund L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
54,588,079.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,588,079.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,588,079.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Includes (a) 29,424,835 Common Shares and (b) 25,163,244 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
CUSIP No.
459121109
1
Names of Reporting Persons
Kantor Todd J.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
103,777,316.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
103,777,316.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,777,316.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
19.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Includes (a) 57,897,081 Common Shares, (b) 45,880,235 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
INTERNATIONAL BATTERY METALS LTD.
(b)
Address of issuer's principal executive offices:
6100 Tennyson Parkway, Suite 240, Plano, Texas 75024
Item 2.
(a)
Name of person filing:
Encompass Capital Advisors LLC ("ECA")
Encompass Capital Partners LLC ("ECP")
Encompass Capital Master Fund L.P. ("ECM")
Todd J. Kantor ("Mr. Kantor"), in his individual capacity and as the managing member of each of ECA and ECP.
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
ECA
200 Park Avenue, 16thFloor, New York, New York 10166.
ECP
c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16thFloor, New York, New York 10166.
ECM
C/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, E9 KY1-9009.
Mr. Kantor
c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16thFloor, New York, New York 10166.
(c)
Citizenship:
ECA
Delaware
ECP
Delaware
ECM
Cayman Islands
Mr. Kantor
United States
(d)
Title of class of securities:
Common Shares, no par value per share
(e)
CUSIP No.:
459121109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on February 2, 2026, (i) ECA beneficially owned 103,777,316 common shares, no par value per share (the "Shares") of the Issuer, (ii) ECP beneficially owned 84,785,598 Shares and (iii) ECM beneficially owned 54,588,079 Shares. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject to a beneficial ownership limitation of 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of the Shares upon exercises of the warrants (the "19.99% Blocker").
Mr. Kantor is the managing member of each of ECA and ECP, may be deemed to beneficially own the 103,777,316 Shares beneficially owned by ECA and ECP. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject to the 19.99% Blocker. ECA is the investment manager of ECM and may be deemed to beneficially own the 54,588,079 Shares beneficially owned by ECM. This amount includes (a) 29,424,835 Shares and (b) 25,163,244 warrants, which are exercisable for Shares and subject to the 19.99% Blocker.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)
Percent of class:
The following percentages are based on 316,573,123 Shares outstanding as of December 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's Amendment No. 4 to Registration Statement on Form S-1 (Registration No. 333-286616) filed with the Securities and Exchange Commission on December 30, 2025.
As of the close of business on February 2, 2026, (i) ECA beneficially owned approximately 19.99% of the outstanding Shares, (ii) ECP beneficially owned approximately 19.99% of the outstanding Shares, (iii) ECM beneficially owned approximately 16.00% of the outstanding Shares, and (iv) Mr. Kantor may be deemed to beneficially own approximately 19.99% of the outstanding Shares. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject the 19.99% Blocker.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ECA, ECP and Mr. Kantor share voting and dispositive power over the Shares beneficially owned by ECA, ECP and ECM.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Encompass Capital Advisors LLC
Signature:
/s/ Todd J. Kantor
Name/Title:
Todd J. Kantor, Managing Member
Date:
02/02/2026
Encompass Capital Partners LLC
Signature:
/s/ Todd J. Kantor
Name/Title:
Todd J. Kantor, Managing Member
Date:
02/02/2026
Encompass Capital Master Fund L.P.
Signature:
/s/ Todd J. Kantor
Name/Title:
Todd J. Kantor, Managing Member of Encompass Capital Partners LLC, its Investment Manager
What ownership stake does Encompass Capital report in International Battery Metals (IBATF)?
Encompass Capital Advisors LLC and affiliates report beneficial ownership of 103,777,316 International Battery Metals shares, representing approximately 19.99% of the 316,573,123 shares outstanding as of December 19, 2025. This total combines both common shares and warrants exercisable into additional shares.
How is the 103,777,316-share position in IBATF structured for Encompass Capital?
The reported 103,777,316-share position includes 57,897,081 common shares and 45,880,235 warrants exercisable into common shares. These warrants are subject to a 19.99% beneficial ownership limitation, which restricts exercise so Encompass’s total stake does not exceed that percentage of outstanding shares.
What is the 19.99% beneficial ownership limitation mentioned in the IBATF Schedule 13G?
The 19.99% beneficial ownership limitation, or “19.99% Blocker,” means the warrants held by Encompass and affiliates can only be exercised to the extent their total beneficial ownership remains below 19.99% of International Battery Metals’ outstanding common shares immediately after any warrant exercise.
Which entities are reporting beneficial ownership of International Battery Metals shares?
The reporting persons are Encompass Capital Advisors LLC, Encompass Capital Partners LLC, Encompass Capital Master Fund L.P., and Todd J. Kantor. Each reports beneficial ownership of International Battery Metals shares, with Encompass Capital Advisors LLC and Todd J. Kantor each associated with 103,777,316 shares, or 19.99% of the class.
Does the Encompass Capital Schedule 13G indicate an attempt to control International Battery Metals?
No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of International Battery Metals. The filing characterizes the position as passive, consistent with a Schedule 13G rather than a control-oriented Schedule 13D filing.
On what share count is Encompass Capital’s 19.99% IBATF ownership based?
The 19.99% ownership figure is calculated using 316,573,123 International Battery Metals common shares outstanding as of December 19, 2025. That share count comes from the company’s Amendment No. 4 to its Form S-1 registration statement filed with the SEC on December 30, 2025.
