SEC Form SCHEDULE 13D filed by Electra Battery Materials Corporation
$ELBM
Industrial Machinery/Components
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Electra Battery Materials Corp (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
28474P706 (CUSIP Number) |
Charles Mathys One North Wacker Drive, Chicago, IL, 60606 (312) 525-4114 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2025 (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
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| CUSIP No. | 28474P706 |
| 1 |
Name of reporting person
OCONNOR, A Distinct Business Unit of UBS ASSET MANAGEMENT AMERICAS (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 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
918,210.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Voting and dispositive power includes an aggregate 776,810 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 Blockers (as defined herein).
Percent of class is calculated based on (i) 17,962,173 Common Shares outstanding as of June 25, 2025, as disclosed on the Issuer's registration statement on Form F-3 filed the SEC on June 27, 2025, plus (ii) an aggregate 776,810 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
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| 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 2. | Identity and Background |
| (a) | See attached Exhibit 'Items 1 through 7 Full Details' for complete description. |
| (b) | The business address of the Reporting Person is 787 Seventh Avenue, New York, NY 10019. The business address of each Covered Person is set forth on Appendix A and is incorporated herein by reference. |
| (c) | The principal business of the Reporting Person is providing investment management services for investment advisory clients through separately managed accounts, funds and other investment vehicles worldwide. |
| (d) | Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Neither the Reporting Person, nor, to the best of its knowledge, any Covered Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 2(a) above. The citizenship of each Covered Person is set forth on Appendix A and is incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the Common Shares and 2025 Warrants (as defined below) for cash using the general working capital of the Fund. A total of approximately $353,374 in cash was paid to acquire such Common Shares and 2025 Warrants. The Reporting Person acquired a portion of the Notes (as defined below) and all of the 2028 Warrants (as defined below) from the Issuer in exchange for outstanding convertible notes previously acquired for cash. The remaining Notes were acquired in satisfaction of cash interest otherwise payable on the Notes. | |
| Item 4. | Purpose of Transaction |
The Reporting Person originally acquired the securities reported herein for investment purposes in the ordinary course of business and not with the purpose, nor with the effect, of changing or influencing the control or management of the Issuer.
See attached Exhibit 'Items_1_through_7_Full_Details' for complete description. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See attached Exhibit 'Items 1 through 7 Full Details' for complete description. |
| (b) | The information contained in rows (7) through (10) of the cover page to this Schedule 13D is incorporated herein by reference in its entirety. |
| (c) | All transactions in the Common Shares effected by the Reporting Person during the past sixty (60) days, which were all in the open market, are set forth in Appendix B, and are incorporated herein by reference. |
| (d) | No person other than the Reporting Person and the Fund are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares held by the Fund. The Fund does not have such right with respect to more than 5% of the Common Shares outstanding. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 is incorporated herein by reference.
The Reporting Person currently beneficially owns the following securities:
(i) 141,400 Common Shares;
(ii) $11,463,000 principal amount of the Notes issued under that certain Indenture, dated as of February 13, 2023, by and between, the Issuer, the guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee, attached as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K filed with the SEC on February 14, 2023, which has been supplemented by that certain Supplemental Indenture, dated as of November 27, 2024, by and between, the Issuer, the guarantors party thereto, and GLAS Trust Company LLC, as Trustee and Collateral Trustee, attached as in Exhibit 99.2 to the Report of Foreign Private Issuer on Amended Form 6-K/A filed with the SEC on November 27, 2024;
(iii) 2025 Warrants to purchase 75,000 Common Shares issued pursuant to that certain Warrant Indenture, dated as of November 15, 2022, by and between the Issuer and TSX Trust Company, attached as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6 K filed with the SEC on November 15, 2022; and
(iv) 2028 Warrants to purchase 555,679 Common Shares issued pursuant to that certain Warrant Indenture, dated as of February 13, 2023, by and between the Issuer and TSX Trust Company, attached as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6 K filed with the SEC on February 14, 2023, which has been supplemented by (x) that certain First Supplemental Indenture, dated as of January 12, 2024, by and between the Issuer and TSX Trust Company attached as Exhibit 2.4 to the Issur Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 24, 2025 and (y) that certain Second Supplemental Indenture, dated as of November 27, 2024, by and between the Issuer and TSX Trust Company attached as Exhibit 2.5 to the Issur Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 24, 2025.
See attached Exhibit 'Items_1_through_7_Full_Details' for complete description.
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| Item 7. | Material to be Filed as Exhibits. |
See attached Exhibit 'Items_1_through_7_Full_Details' for complete description. |
| 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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