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

Rhea-AI Filing Summary

Amendment No. 2 to a Schedule 13D discloses that Whitebox Advisors LLC and Whitebox General Partner LLC increased disclosure regarding a Transaction Support Agreement amendment with Electra Battery Materials Corp. The TSA Amendment, dated September 17, 2025, converts 60% of each consenting noteholder's principal into equity at a conversion price of US$0.75 per unit, and rolls the remaining 40% into a New Term Loan plus issuance of common shares equal to 12.5% of the rolled principal divided by US$0.90. The amendment also cancels certain outstanding warrants. The reporting persons disclose beneficial ownership of 1,941,016 common shares (representing 9.9% of the class on a pro forma basis including convertible instruments).

Positive

• Majority debt-to-equity conversion: 60% of consenting notes convert into equity units at US$0.75, reducing outstanding note principal.
• Warrant cancellation: Cancels specified outstanding warrants, removing a layer of potential future dilution from those instruments.
• Pro forma ownership disclosed: Reporting persons state beneficial ownership of 1,941,016 shares (pro forma 9.9%), improving transparency for investors.

Negative

• New indebtedness created: 40% of notes are rolled into a New Term Loan, which preserves debt obligations and may require future cash service.
• Equity dilution: Converting notes into equity units and issuing shares equal to 12.5% of rolled amounts will dilute existing shareholders on a pro forma basis.

Insights

Securities Analyst

TL;DR Debt restructuring converts a majority of notes to equity, issues new debt and cancels warrants; ownership reported at 9.9% on a pro forma basis.

The amendment to the Transaction Support Agreement reallocates creditor exposure by exchanging 60% of consenting notes into equity units at US$0.75 and rolling 40% into a New Term Loan plus a share issuance mechanism tied to US$0.90. The cancellation of existing warrants reduces potential future dilution from those instruments. These changes materially alter the capital structure by increasing equity from conversions while simultaneously creating new secured or unsecured indebtedness under the New Term Loan (as described). The filing discloses the reporting persons' shared voting and dispositive power over 1,941,016 common shares, including 1,644,051 shares obtainable upon exercise/conversion subject to a stated 9.9% blocker.

Corporate Finance Specialist

TL;DR The TSA Amendment restructures noteholder claims into equity and a term loan, and removes outstanding warrants, changing potential future dilution dynamics.

From a capital-structure perspective, converting a material portion of notes to equity reduces future cash interest obligations but increases immediate equity dilution; issuing a New Term Loan preserves creditor recovery with different priority and cash-service requirements. The specified conversion prices (US$0.75 for units and US$0.90 for share issuance tied to rolled amounts) set explicit valuation terms for conversions. Cancellation of warrants simplifies future claim layers by eliminating those contingent equity uplifts. The amendment is directly relevant to creditors and equity holders because it reallocates risk and potential upside among stakeholders as of the effective dates disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

09/17/2025

(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. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on July 24, 2025 (as amended and supplemented by Amendment No. 1, the "Original 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 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: Amendment to Transaction Support Agreement On September 17, 2025, the Consenting Convertible Noteholders and the Issuer entered into Amendment No. 1 to the Transaction Support Agreement (the "TSA Amendment"). Under the TSA Amendment, the Consenting Convertible Noteholders and the Issuer agreed to amend the following terms of the Transactions: - The Equity Exchange will now consist of the exchange by each Consenting Convertible Noteholder of 60% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Equitized Notes"), with each Equitized Note being exchanged for a number of units identical to those being issued in the New Equity Offering equal to (i) the aggregate principal amount of such Equitized Note plus the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Equitized Note to but excluding October 9, 2025 divided by (ii) US$0.75. - Each Consenting Convertible Noteholder will exchange the remaining 40% of the aggregate principal amount of Notes beneficially owned or held by such Consenting Convertible Noteholder (the "Rolled Notes") for the following: (i) an aggregate principal amount of New Term Loan equal to the sum of (x) the aggregate principal amount of such Rolled Notes, (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding the Transaction Effective Date, and (z) the aggregate amount of all accrued but unpaid interest (including any deferred interest amounts) on the Equitized Notes beneficially owned or held by such Consenting Convertible Noteholder from and including October 9, 2025 to but excluding the Transaction Effective Date, and (ii) a number of Common Shares equal to 12.5% of the sum of (x) the aggregate principal amount of such Rolled Notes and (y) the aggregate amount of all accrued and unpaid interest (including any deferred interest amounts) on such Rolled Notes to but excluding October 9, 2025 divided by US$0.90. In addition, each of the Consenting Convertible Noteholders have agreed to cancel all of the outstanding warrants previously issued by the Issuer pursuant to that certain Warrant Indenture, dated as of November 27, 2024, by and between the Issuer and TSX Trust Company, or that certain Warrant Indenture, dated as of February 13, 2023, by and between the Issuer and TSX Trust Company. The foregoing description of the TSA Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the TSA Amendment (including the exhibits thereto), a copy of which is attached hereto as Exhibit 13 and is 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 13 - Amendment No. 1 to Transaction Support Agreement, dated September 17, 2025 (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 September 18, 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:	09/18/2025

WHITEBOX GENERAL PARTNER LLC

Signature:	/s/ Gina Scianni
Name/Title:	Gina Scianni, Authorized Signatory
Date:	09/18/2025

FAQ

What change did Whitebox report in the Electra (ELBM) Schedule 13D/A?

The filing amends prior Schedule 13D disclosures to describe an Amendment to the Transaction Support Agreement dated September 17, 2025 that converts 60% of consenting notes to equity units at US$0.75 and rolls 40% into a New Term Loan plus share issuance tied to US$0.90.

How many Electra (ELBM) common shares does Whitebox report beneficially owning?

Whitebox reports beneficial ownership of 1,941,016 common shares, representing 9.9% of the class on a pro forma basis that includes convertible instruments.

What happens to Electra's outstanding warrants under the TSA Amendment?

The Consenting Convertible Noteholders agreed to cancel all outstanding warrants

At what prices are notes converting or resulting in share issuances?

Equitized Notes convert to units at US$0.75 per unit; Rolled Notes result in share issuances equal to 12.5% of the rolled amount divided by US$0.90.

Where can I find the full text of the TSA Amendment?

The Amendment No. 1 to the Transaction Support Agreement is filed as Exhibit 13, incorporated by reference to Exhibit 99.2 of the Issuer's Form 6-K filed with the SEC on September 18, 2025.