Electra Battery Materials Corp美股招股说明书(2025-12-08版)

Up to 108,836,744 Common Shares This prospectus relates to the resale from time to time by the selling shareholders named in this prospectus (the “SellingShareholders”) of an aggregate of up to 108,836,744 common shares (the “Shares”), which includes the following commonshares issued or issuable, as applicable (as of November 17, 2025): (i) 21,860,375 common shares issued to the SellingShareholders in the Restructuring (the “Exchange Shares”); (ii) 55,041,712 common shares issuable upon exercise of October2025 Warrants (as defined herein) issued to the Selling Shareholders in the Restructuring (referred to herein as the October 2025Warrant Shares); (iii) 31,735,657 common shares issuable upon exercise of October 2025 Pre-Funded Warrants (as definedherein) issued to the Selling Shareholders in the Restructuring (referred to herein as the October 2025 Pre-Funded WarrantShares); and (iv) 199,000 common shares (referred to herein as April 2025 Warrant Shares) issuable upon exercise of April2025 Warrants (as defined herein) issued to the Selling Shareholders in the April 2025 Offering (as defined herein). Foradditional information, see “Prospectus Summary—Our Company—Recent Developments—October 2025 Financing and DebtRestructuring” below. The Exchange Shares, the October 2025 Warrants, and the October 2025 Pre-Funded Warrants were offered and sold by uspursuant to a financial restructuring transaction that closed on October 22, 2025 (referred to herein as the Restructuring), whichclosed concurrently with our October 2025 Financing (as defined herein) in a private placement on such date, pursuant toExchange Agreements (as defined herein) entered into between us and the Selling Shareholders. The April 2025 Warrants wereissued in the April 2025 Offering. Under the terms of a Registration Rights Agreement dated October 22, 2025 (the “RegistrationRights Agreement”) entered into in connection with the Exchange Agreements, we agreed to register the resale of these Sharesissued or issuable to the Selling Shareholders. This prospectus is being filed in order to enable us to satisfy our obligations to theSelling Shareholders under the Registration Rights Agreement. Each October 2025 Warrant entitles the holder thereof to purchase one common share at a price of US$1.25 for a periodcommencing on the date that is 60 days following October 22, 2025 until October 22, 2028. Each October 2025 Pre-FundedWarrant is exercisable by the holder thereof to acquire one common share at an exercise price of US$0.000001 per October 2025Pre-Funded Warrant Share, subject to adjustment in accordance with the terms thereof, for an indefinite period without expiry.Each April 2025 Warrant entitles the holder thereof to purchase one common share at a price of US$1.40 for a period of eighteen(18) months following the issue date (which is October 3, 2026 for the April 2025 Warrant Shares offered pursuant to thisprospectus). No securities are being offered pursuant to this prospectus other than the Shares. The Selling Shareholders may offer all or part of the Shares for resale from time to time through public or private transactions, ateither prevailing market prices or at privately negotiated prices. These Shares are being registered to permit the SellingShareholders to sell securities from time to time, in amounts, at prices and on terms determined at the time of offering. TheSelling Shareholders may sell these Shares through ordinary brokerage transactions, directly to market makers of our commonshares or through any other means described in the section titled “Plan of Distribution.”We may amend or supplement thisprospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, includingthe additional information described under the heading “Documents Incorporated by Reference,” and any amendments orsupplements carefully before you make your investment decision. Our common shares are currently traded under the symbol “ELBM” on the TSX Venture Exchange (the “TSXV”) and on theNasdaq Capital Market (“Nasdaq”). We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, assuch, we have elected to comply with certain reduced public company reporting requirements for this prospectus and futurefilings. However, we have elected not to take advantage of the extended transition period allowed for emerging growth companiesfor complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of theUnited States Securities Act of 1933, as amended (the “U.S. Securities Act”). Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14. We are a “foreign private issuer” as defined under applicable U.S. federal securities law and are, therefore, subject to reducedpublic company reporting requirements. See “Prospectus Summary - Implications of Being an Emergi