Amendment: SEC Form SCHEDULE 13G/A filed by Electra Battery Materials Corporation
$ELBM
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Electra Battery Materials Corp (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
28474P706 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 28474P706 |
| 1 | Names of Reporting Persons
WHITEBOX ADVISORS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,578,223.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 28474P706 |
| 1 | Names of Reporting Persons
WHITEBOX GENERAL PARTNER LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,578,223.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Electra Battery Materials Corp | |
| (b) | Address of issuer's principal executive offices:
133 Richmond Street West, Suite 602, Toronto, Ontario, Canada, M5H 2L3 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
(i) Whitebox Advisors LLC, a Delaware limited liability company ("WA"); and
(ii) Whitebox General Partner LLC, a Delaware limited liability company ("WGP" and, together with WA, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of WA and WGP is:
3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416 | |
| (c) | Citizenship:
WA and WGP are organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
28474P706 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2024, each of WA and WGP is deemed to be the beneficial owner of 1,578,223 Common Shares, as a result of WA's clients' ownership of: (i) 439,926 Common Shares; (ii) warrants to purchase 1,349,507 Common Shares at an exercise price of CAD$3.40 per Common Share ("February Warrants"), as adjusted for the 1-for-4 reverse stock split effective December 31, 2024 (the "Reverse Stock Split"); (iii) warrants to purchase 727,273 Common Shares at an exercise price of CAD$4.00 per Common Share ("November Warrants" and, together with February Warrants, "Warrants"), as adjusted for the Reverse Stock Split; (iv) $29,333,000 principal amount of 8.99% Convertible Senior Secured Notes due 2028 with the conversion rate of 100.8035 Common Shares per $1,000 principal amount ("2028 Notes"), as adjusted for the Reverse Stock Split, which are convertible into 2,956,869 Common Shares; and (v) $2,566,000 principal amount of 12.0% Convertible Senior Secured Notes due 2027 with the conversion rate of 400.3523 Common Shares per $1,000 principal amount ("2027 Notes" and, together with 2028 Notes, "Notes"), as adjusted for the Reverse Stock Split, which are convertible into 1,027,304 Common Shares, with each of (ii) through (v) subject to the Beneficial Ownership Limitations (defined below). Warrants and Notes are subject to a blocker which prevents the holder from exercising Warrants or converting Notes to the extent that, upon such exercise or conversion, the holder would beneficially own in excess of 9.9% of Common Shares outstanding as a result of the exercise or conversion (the "Beneficial Ownership Limitations").
As of December 31, 2024, each of WA and WGP is deemed to beneficially own 9.9% of Common Shares outstanding. Percent of class is calculated based on 14,803,355 Common Shares that were expected to be outstanding following the Reverse Stock Split, as reported in Exhibit 99.1 to the Issuer's current report on Form 6-K filed on December 30, 2024, plus the 1,138,297 Common Shares that WA and WGP have the right to acquire upon exercise of Warrants or conversion of Notes, subject to the Beneficial Ownership Limitations, which amount has been added to Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act. | |
| (b) | Percent of class:
WA and WGP: 9.9 | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
WA and WGP: 0 | ||
| (ii) Shared power to vote or to direct the vote:
WA and WGP: 1,578,223 | ||
| (iii) Sole power to dispose or to direct the disposition of:
WA and WGP: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
WA and WGP: 1,578,223 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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.
WA's clients are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons. | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A - Joint Filing Agreement, dated February 14, 2025, by and among the Reporting Persons |