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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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Electra Battery Materials Corp (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
28474P706 (CUSIP Number) |
10/22/2025 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
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) | ||||||||
| 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
9,271,572.00 | ||||||||
| 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) | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,271,572.00 | ||||||||
| 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").
Following the consummation of the transactions contemplated by the Transaction Support Agreement, as amended from time to time, by and among the Issuer and the holders of the Issuer's convertible notes ("Named Holders"), on October 22, 2025, and termination of any "group" that may be deemed to have existed between the Reporting Persons and any of the other Named Holders, the Reporting Persons have determined that they once again may be deemed to hold the Common Shares without the purpose or effect of changing or influencing the control of the Issuer nor in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this statement on Schedule 13G as an amendment to the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") by the Reporting Persons on July 24, 2025, as amended on August 25, 2025, September 18, 2025 and October 24, 2025 (collectively, the "Schedule 13D"). The Schedule 13D amended the statement on Schedule 13G previously filed by the Reporting Persons to report their beneficial ownership of the Issuer's Common Shares, most recently amended on February 14, 2025. | |
| (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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the date hereof, each of WA and WGP is deemed to be the beneficial owner of 9,271,572 Common Shares, as a result of WA's clients' ownership of 9,271,572 Common Shares.
WA's clients also own (i) 28,884,464 warrants to purchase Common Shares at an exercise price of $1.25 per Common Share (the "October 2025 Warrants") and (ii) 21,920,001 pre-funded warrants to purchase Common Shares at an exercise price of $0.000001 per Common Share (the "Pre-Funded Warrants" and, together with the October 2025 Warrants, the "Warrants"), with each of (i) and (ii) subject to the Beneficial Ownership Limitations (defined below). Warrants are subject to a blocker which prevents the holder from exercising Warrants to the extent that, upon such exercise, the holder would beneficially own in excess of 9.9% of Common Shares outstanding as a result of the exercise (the "Beneficial Ownership Limitations"). Accordingly, the amount of Common Shares beneficially owned by the Reporting Persons reported herein excludes an aggregate of 50,808,465 Common Shares obtainable upon the exercise of the Warrants owned by WA's clients, which are subject to the Beneficial Ownership Limitations. | |
| (b) | Percent of class:
As of the date hereof, each of WA and WGP is deemed to beneficially own 9.9% of the Common Shares outstanding.
Percent of class is calculated based on 93,652,239 Common Shares outstanding as of October 22, 2025, as disclosed on exhibit 99.8 to the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the SEC on October 24, 2025. %
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| (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: 9,271,572 | ||
| (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: 9,271,572 | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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 October 24, 2025, by and among the Reporting Persons |