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    SEC Form S-8 filed by American Battery Technology Company

    5/30/25 5:15:51 PM ET
    $ABAT
    Metal Mining
    Basic Materials
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    S-8 1 forms-8.htm S-8

     

    As filed with the Securities and Exchange Commission on May 30, 2025

     

    Registration No. 333-       

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM S-8

     

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

    American Battery Technology Company

    (Exact Name of Registrant as Specified in Its Charter)

     

    Nevada   33-1227980
    (State or Other Jurisdiction of   (I.R.S. Employer
    Incorporation or Organization)   Identification No.)

     

    100 Washington Street, Suite 100

    Reno, NV 89503

    (775) 473-4744

    (Address of Principal Executive Offices, Including Zip Code)

     

    American Battery Technology Company 2021 Equity Incentive Plan

    (Full Title of the Plan)

     

    Ryan Melsert

    Chief Executive Officer

    c/o American Battery Technology Company

    100 Washington Street, Suite 100

    Reno, NV 89503

    (775) 473-4744

    (Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

     

    With a copy to:

     

    Amy Bowler

    Holland & Hart LLP

    555 17th Street, Suite 3200

     Denver, CO 80202

    Phone: (303) 290-1086

     

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

     

     

     

     

     

     

    This Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.

     

    EXPLANATORY NOTE

     

    This Registration Statement on Form S-8 (the “Registration Statement”), relating to the American Battery Technology Company 2021 Equity Incentive Plan (the “Plan”), is being filed pursuant to General Instruction E to Form S-8, for the purpose of registering 8,439,238 shares (the “Shares”) of the common stock, par value $0.001 per share (the “Common Stock”), of American Battery Technology Company (the “Registrant”). The Shares are securities of the same class and relate to the same employee benefit plan for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-257800, filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2021, and the Registration Statement on Form S-8, File No. 333-283557, filed with the SEC on December 2, 2024. The information required by Part II is omitted, except as supplemented by the information set forth below.

     

    PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     

    All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to participants in the equity compensation plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

     

    PART II

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference.

     

    The Registrant hereby incorporates by reference in this Registration Statement the following documents, which are on file with the SEC (other than any portions of the Current Reports on Form 8-K that were furnished pursuant to Item 2.02 or 7.01 of Form 8-K or other applicable SEC rules):

     

    ● Our Annual Report on Form 10-K for the year ended June 30, 2024 (our “Annual Report”), filed with the SEC on September 23, 2024;
       
    ●

    Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024, December 31, 2024 and March 31, 2025, filed with the SEC on November 14, 2024, February 14, 2025, and May 15, 2025, respectively;

       
    ● Our Current Reports on Form 8-K filed with the SEC on July 10, 2024, August 26, 2024, September 20, 2024, September 25, 2024, September 30, 2024, November 14, 2024, November 15, 2024, November 27, 2024, November 27, 2024, December 18, 2024, December 20, 2024, December 20, 2024, December 23, 2024, December 27, 2024, January 8, 2025, January 10, 2025 and April 4, 2025;
       
    ● Our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 4, 2024; and
       
    ● the description of our shares of capital stock contained in our Registration Statement on Form 8-A, as filed with the SEC on October 17, 2013, including any amendment or report filed for the purpose of updating such description.

     

    All documents filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

     

     

     

     

    Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

     

    Item 4. Description of Securities.

     

    Not applicable.

     

    Item 5. Interests of Named Experts and Counsel.

     

    Not applicable.

     

    Item 6. Indemnification of Directors and Officers

     

    The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

     

    Our Amended and Restated Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

     

    Nevada Law

     

    Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

     

    (a) is not liable pursuant to Nevada Revised Statute 78.138, or

     

    (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

     

    In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

     

    (a) is not liable pursuant to Nevada Revised Statute 78.138; or

     

     

     

     

    (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

     

    To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

     

    Section 78.751 of the Nevada Revised Statutes provides that such indemnification may also include payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be ultimately found not to be entitled to indemnification under Section 78.751. Indemnification may be provided even though the person to be indemnified is no longer a director, officer, employee or agent of the Company or such other entities.

     

    Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

     

    Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:

     

    (a) the creation of a trust fund;

     

    (b) the establishment of a program of self-insurance;

     

    (c) the securing of its obligations of indemnification by granting a security interest or other lien on any assets of the corporation; and

     

    (d) the establishment of a letter of credit, guaranty or surety.

     

    No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

     

    Any discretionary indemnification pursuant to Section 78.7502 of the Nevada Revised Statutes, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

     

    (a) by the stockholders;

     

    (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

     

    (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or

     

    (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

     

    Subsection 7 of Section 78.138 of the Nevada Revised Statutes provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the corporation’s articles of incorporation provides for greater individual liability.

     

     

     

     

    Charter Provisions and Other Arrangements

     

    Pursuant to the provisions of Nevada Revised Statutes, we have adopted the following indemnification provisions in our Amended and Restated Articles of Incorporation for our directors and officers:

     

    Officers and directors shall have no personal liability to the corporation of its stockholders for damages for breach of fiduciary duty as an officer or director. This provision does not eliminate or limit the liability of an officer or director for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or the payment of distributions in violation of Nevada Revised Statute 78.300.

     

    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     

    Item 7. Exemption from Registration Claimed.

     

    Not applicable.

     

    Item 8. Exhibits.

     

    Exhibit Number   Description of Exhibit
         
    4.1   Articles of Incorporation, as amended, as filed with the Secretary of State of the State of Nevada on October 6, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on September 12, 2022).
    4.2   Certificate of Change Pursuant to NRS 78.209, as filed with the Secretary of State of the State of Nevada on August 31, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2023).
    4.3   Certificate of Amendment, as filed with the Secretary of State of the State of Nevada on November 14, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2024)
    4.4   Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 8, 2019).
    4.5   Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2020).
    4.6   Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2020).
    4.7   Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 20, 2024).
    4.8   Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 14, 2022).
    4.9   Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2023).
    4.10   Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 4, 2023).
    4.11   Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 4, 2023).
    4.12   Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 filed on December 13, 2024).
    4.13   Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 23, 2024).
    4.14   Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 27, 2024).
    5.1*   Opinion of Holland & Hart LLP.
    23.1*   Consent of KPMG LLP (independent registered public accounting firm).
    23.2*   Consent of Holland & Hart LLP (included in legal opinion filed as Exhibit 5.1).
    24.1*   Power of Attorney (included on signature pages).
    99.1   American Battery Technology Company 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’s Definitive Information Statement on Schedule 14C filed on June 10, 2021).
    107*   Filing Fee Table.

     

    *Filed herewith.

     

     

     

     

    Item 9. Undertakings.

     

    (a) The undersigned registrant hereby undertakes:

     

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
         
      (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
         
      (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

     

    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

     

      (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     

    (b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
       
    (c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on the 30th day of May, 2025.

     

      AMERICAN BATTERY TECHNOLOGY COMPANY
         
      By: /s/ Ryan Melsert
        Ryan Melsert, Chief Executive Officer

     

    POWER OF ATTORNEY

     

    We, the undersigned officers and directors of American Battery Technology Company, hereby severally constitute and appoint Ryan Melsert our true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

     

    /s/ Ryan Melsert   Chief Executive Officer and Chief Technology Officer   May 30, 2025
    Ryan Melsert   (Principal Executive Officer), and Director    
             

    /s/ Jesse Deutsch

      Interim Chief Financial Officer (Principal Accounting Officer)   May 30, 2025
    Jesse Deutsch        
             
    /s/ D. Richard Fezell   Chairman of the Board, Director   May 30, 2025
    D. Richard Fezell        
             
    /s/ Susan Yun Lee   Director   May 30, 2025
    Susan Yun Lee        
             
    /s/ Elizabeth Lowery   Director   May 30, 2025
    Elizabeth Lowery        
             
    /s/ Sherif Marakby   Director   May 30, 2025
    Sherif Marakby        

     

     

     

     

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    • SEC Form S-8 filed by American Battery Technology Company

      S-8 - AMERICAN BATTERY TECHNOLOGY Co (0001576873) (Filer)

      5/30/25 5:15:51 PM ET
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    • American Battery Technology Company filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - AMERICAN BATTERY TECHNOLOGY Co (0001576873) (Filer)

      5/19/25 5:25:53 PM ET
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    • American Battery Technology Company Triples Quarterly Revenue as it Releases Third Quarter Fiscal Year 2025 Financial Report

      Reno, Nev., May 16, 2025 (GLOBE NEWSWIRE) -- American Battery Technology Company (ABTC) (NASDAQ:ABAT), an integrated critical battery minerals company that is commercializing its first-of-kind technologies for both primary battery minerals manufacturing and secondary minerals lithium-ion battery recycling, announced it has tripled quarterly revenue as it releases its third quarter fiscal year (FY) 2025 financial results for the period ending March 31, 2025. Battery Recycling Highlights from Third Fiscal Quarter 2025:  ABTC has implemented multi-shift, 24/7 operations at its first battery recycling facility and substantially increased the throughput during the quarter, more than doublin

      5/16/25 9:52:10 AM ET
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    • American Battery Technology Company Receives Letter of Interest from US EXIM Bank for $900 Million Financing for Tonopah Flats Lithium Project

      Reno, Nev., April 29, 2025 (GLOBE NEWSWIRE) -- The EXIM funding, if realized, would support the construction of a domestic lithium mine and a 30,000 tonne lithium hydroxide per year refinery, located on the company's Nevada Tonopah Flats Lithium Project siteAligned with EXIM's ‘Make More in America' and its ‘China and Transformational Export Program' initiatives that support beneficial financing for domestic manufacturing facilities of critical mineralsThe company has already successfully demonstrated its technologies at pilot scale and manufactured battery-grade lithium hydroxide from claystone collected from its Tonopah Flats lithium resource, one of the largest known lithium deposits

      4/29/25 9:29:11 AM ET
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    • American Battery Technology Company Named "Recycling Technology Solution 2025" by CleanTech Breakthrough

      Reno, Nev., April 14, 2025 (GLOBE NEWSWIRE) -- American Battery Technology Company  (NASDAQ:ABAT), an integrated critical battery materials company that is commercializing its technologies for both primary battery minerals manufacturing and secondary minerals lithium-ion battery recycling, has been "Recycling Technology Solution of the Year" by CleanTech Breakthrough. This prestigious recognition highlights American Battery Technology Company's (ABTC) internally-developed advancements in battery recycling technology and its contributions to creating a circular supply chain for critical battery materials.  The CleanTech Breakthrough Awards program is one of the industry's most comprehens

      4/14/25 9:21:28 AM ET
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