AMERICAN BATTERY TECHNOLOGY Co

American Battery Technology Company (ABTC) operates as an integrated critical battery materials company within the lithium-ion battery industry, focusing on increasing domestic U.S. production of critical battery materials such as lithium, nickel, cobalt, and manganese. The company pursues this objective through a three-pronged approach: exploration of new primary resources, development and commercialization of new extraction technologies for these primary resources, and commercialization of an internally developed integrated process for recycling lithium-ion batteries. The global market for lithium-ion batteries surpassed $100 billion in 2024 ¹ and is projected to exceed $250 billion by 2030 ², driven by technology, regulatory, and social movements. ABTC operates in both primary and secondary battery material supply segments, aiming to return elemental battery metals to the domestic manufacturing supply chain in a closed-loop fashion. The current manufacturing supply chain for lithium-ion batteries is segmented into battery material providers, chemical refiners, cell manufacturers, and end-use product manufacturers, with significant refining and cell manufacturing capacity concentrated outside the United States, primarily in Asia. Less than 1% of global battery materials needed for U.S. facilities are sourced domestically, creating a severe domestic capacity imbalance.

ABTC's core business model revolves around two main areas: lithium-ion battery recycling and primary resource development and refining. The company generates revenue from the sale of black mass and metal byproducts from its recycling operations. Its primary customer segments are within the lithium-ion battery supply chain, including chemical refiners and potentially cathode manufacturers, who require stringent purity and quality standards for battery-grade materials. The company emphasizes a closed-loop supply chain approach, aiming to reintroduce recycled and domestically sourced materials back into manufacturing.

The company has developed a universal lithium-ion battery recycling system capable of processing batteries with a wide range of form factors and cathode chemistries. This system employs a two-phase process: automated de-manufacturing followed by a targeted chemical extraction train. Phase 1, commissioned in the fourth quarter of fiscal year 2024 ³, separates battery feedstock into scrap metals and black mass filter cake, which are then sold. Phase 2, upon commissioning, will further refine the black mass into battery-grade lithium, nickel, cobalt, and manganese products. This proprietary process is designed to offer decreased air and liquid pollutant emissions, high recovery and purity of high-value products, and lower capital costs compared to conventional high-temperature thermal or shredding/solvent extraction methods.

In parallel, ABTC is developing and optimizing a sustainable lithium extraction process for manufacturing battery cathode-grade lithium hydroxide from Nevada-based sedimentary claystone primary resources. The company is conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials. A multi-tonne per day integrated demonstration scale facility has been designed, constructed, and is operating to process sedimentary resource from the Tonopah Flats Lithium Project (TFLP), which is one of the largest identified lithium resources in the United States. This facility aims to demonstrate the commercial viability of ABTC's extraction and refining processes, which utilize a selective leaching process to achieve lower acid consumption, fewer contaminants, and lower production costs compared to conventional brine evaporation techniques.

For the fiscal year ended June 30, 2025, ABTC reported total revenue of $4,290,224 ⁴, a significant increase from $343,500 ⁵ in fiscal year 2024. The cost of goods sold for fiscal year 2025 was $14,864,633 ⁶, resulting in a gross loss of $(10,574,409) ⁷. Operating expenses totaled $31,448,920 ⁸. The net loss attributable to common stockholders was $(46,762,625) ⁹, leading to a diluted EPS of $(0.58) ¹⁰. Cash and restricted cash at June 30, 2025, was $12,474,304 ¹¹, with $7,474,304 ¹² available and $5,000,000 ¹³ restricted. Total current liabilities were $13,668,605 ¹⁴, and notes payable amounted to $7,729,755 ¹⁵. The company had positive working capital of $10,863,505 ¹⁶ at June 30, 2025.

Comparing fiscal year 2025 to fiscal year 2024, revenue increased by 1,149% ¹⁷ from $343,500 to $4,290,224. Cost of goods sold increased by 350% ¹⁸ from $3,304,707 to $14,864,633. General and administrative expenses increased by $5,044,638 ¹⁹, or 31% ²⁰, to $21,151,445 ²¹, primarily due to increased payroll and stock-based compensation. Research and development expenses decreased by $5,855,520 ²², or 41% ²³, to $8,470,161 ²⁴, largely due to cost allocation to inventory and cost of goods sold as recycling operations ramped up, and higher grant reimbursements of $1.6 million ²⁵. Exploration costs decreased by $2,294,627 ²⁶, or 56% ²⁷, to $1,827,314 ²⁸, as the company shifted focus to producing a preliminary feasibility study. Net loss improved by $5,739,199 ²⁹, or 11% ³⁰, from $(52,501,824) to $(46,762,625).

During fiscal year 2025, ABTC commissioned Phase 1 of its integrated battery recycling system in McCarran, Nevada, which processes battery materials into copper, aluminum, steel, a lithium intermediate, and black mass intermediate material. The company completed all contractual requirements for a $2.3 million ³¹ grant from the U.S. DOE for its multi-tonne per day integrated pilot facility for lithium manufacturing from claystone, and a $0.5 million ³² grant from the US Advanced Battery Consortium for commercial-scale battery recycling and production of battery-grade precursors. ABTC was selected for a $19.5 million ³³ tax credit through the 48C program for capital expenditures at its Nevada recycling facility and an additional $40.5 million ³⁴ tax credit for a new commercial battery recycling facility. The company also received a contracted grant award for $144 million ³⁵ from the DOE for the construction of a new lithium-ion battery recycling facility. Subsequent to year-end, on July 29, 2025, a $5.0 million ³⁶ restricted cash balance was lifted, becoming available for general use. The company's net cash position improved to $25.4 million ³⁷ as of September 15, 2025, due to capital raises, warrant exercises, and convertible note conversions.

ABTC's management has not provided specific revenue, margin, or EPS guidance for the upcoming period in the filing.

A major growth area for ABTC is the continued ramp-up and expansion of its integrated lithium-ion battery recycling facility in McCarran, Nevada. Phase 1, which separates battery components into scrap metals and black mass filter cake, was commissioned in the fourth quarter of fiscal year 2024 ³. The company plans to commission Phase 2, which will further refine the lithium intermediate into battery-grade lithium hydroxide and the black mass into battery-grade nickel, cobalt, manganese, and lithium hydroxide products. This expansion is supported by a $2 million ³⁸ contract award from the US Advanced Battery Consortium for commercial-scale development and demonstration, and a $20 million ³⁹ grant from the U.S. Department of Energy (DOE) under the Bipartisan Infrastructure Law to validate, test, and deploy next-generation separation and processing recycling technologies. Additionally, ABTC was selected for a $19.5 million ⁴⁰ tax credit through the Qualifying Advanced Energy Project Credits program (48C program) for capital expenditures at this facility, and an additional $40.5 million ⁴¹ tax credit for the design and construction of a new commercial battery recycling facility in the United States. The company also received a contracted grant award for $144 million ⁴² from the DOE to support the construction of a new lithium-ion battery recycling facility.

Another significant growth vector is the demonstration and commercialization of ABTC's internally developed low-cost and low-environmental impact processing train for manufacturing battery-grade lithium hydroxide from Nevada-based sedimentary claystone primary resources, specifically the Tonopah Flats Lithium Project (TFLP). The company has completed the construction and commissioning of its multi-tonne per day integrated pilot facility to demonstrate these technologies and generate battery-grade lithium hydroxide for customer qualifications. This project is supported by a $4.5 million ⁴³ competitive grant through the US Department of Energy's Advanced Manufacturing Office, Critical Materials Innovation program, which provided partial funding for the pilot facility. Furthermore, ABTC has been awarded an additional grant under the Bipartisan Infrastructure Law to support a $115 million ⁴⁴ project for the design, construction, and commissioning of a first-of-kind commercial-scale refinery to produce 30,000 MT ⁴⁵ of battery-grade lithium hydroxide per year from this resource. The TFLP has Measured and Indicated mineral resources of 3,160,000 kTons ⁴⁶ of lithium-bearing material, with an average grade of 596 ppm Li ⁴⁷ and a metallurgical recovery of 65.7% for Li ⁴⁸. The initial economic assessment projects a $10.05 billion ⁴⁹ after-tax net present value (NPV) at a 5% discount rate, with a 69.8% Internal Rate of Return (IRR) ⁵⁰ and a 2.3-year payback ⁵¹ of initial capital, based on a 50-year mine life ⁵² and average annual production of 33,000 tons of LHM ⁵³. The company received a Letter of Interest from the US Export-Import Bank for up to $900 million ⁵⁴ in low-interest debt financing to support the construction of the TFLP.

The company expects cost of goods sold to be reduced as a percentage of revenue as it scales production and gains efficiencies in its recycling process. Long-term cost reductions will require ongoing investment to support growth and process improvements. The company is designing and implementing controls related to its internal control risk assessment process, including the identification and response to relevant risks, and is designing and implementing general information technology (IT) controls, including logical access and program change controls, and is in the process of hiring qualified IT personnel.

Planned capital allocation includes continued investment in property and equipment for its recycling facilities and the development of the lithium claystone pilot plant. The project capital estimate for the Tonopah Flats Lithium Project includes a total of $785.4 million ⁵⁵ in initial capital (years 1 through 3) and $258.8 million ⁵⁶ in sustaining capital throughout the 50-year mine life, totaling $1.04 billion ⁵⁷. The company intends to seek additional funds through various financing sources, including private sales of equity and debt securities, potential joint ventures, grants, government loans, and project financing.

Management explicitly flagged several structural headwinds and execution risks to its growth plan. There is substantial doubt about the company's ability to continue as a going concern and achieve or sustain profitability, as it may require significant additional financing within the next 12 months to fund operations and develop its facilities, with no assurance such capital will be available on acceptable terms. The uniqueness of its recycling process presents risks associated with scaling an unproven business model, and unexpected costs or hurdles could restrict scale or negatively impact gross profit margins. The company has no prior history of completing the development of a mining project or conducting mining operations, and new mining operations commonly experience unexpected costs, problems, and delays during construction, commissioning, and start-up. The success of recycling operations is dependent on securing adequate quantities of suitable feedstock at economically viable prices, which is subject to factors beyond its control, including competition and changes in battery technology. The ability to achieve and sustain profitability depends heavily on volatile global metal prices, which are affected by numerous factors beyond the company's control, and unfavorable pricing could reduce revenues.

Geographic, regulatory, and macro factors identified as constraints include geopolitical competition over critical minerals, which may restrict access to certain markets, partners, or suppliers. Changes in international trade policies, tariffs, or trade disputes, particularly involving major lithium-producing countries, could disrupt supply chains, increase costs, or limit market access. Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs the company relies on. Export controls or trade restrictions on lithium, equipment, or technology could limit market access, sourcing options, or partnerships. Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of recycling operations.

The company faces substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows from operations, requiring significant additional financing within the next 12 months, which may not be available on acceptable terms ⁵⁸. Operational risks include challenges in scaling its unproven proprietary recycling process, potential unexpected costs or hurdles in large-scale manufacturing, and the lack of prior experience in developing and operating a mining project for its Tonopah Flats Lithium Project ⁵⁹. The availability and economic viability of lithium-ion battery feedstock are uncertain, subject to market demand, competition, and changes in battery technology, which could lead to lower recovery rates or higher operating costs ⁶⁰. Profitability is heavily dependent on volatile global metal prices, which fluctuate due to world supply and demand, government policy, interest rates, inflation, and geopolitical factors, and product quality not meeting stringent specifications could reduce pricing and customer demand ⁶¹. Safety concerns in handling lithium-ion batteries, changes in battery chemistry, slower-than-expected adoption of electric vehicles, or reduced government support for clean energy could negatively impact revenues ⁶². The company is exposed to environmental hazards and risks inherent in mineral exploration and development, including fires, power outages, equipment failures, and releases of hazardous materials, and may be held liable for remediation costs under CERCLA ⁶³. Obtaining and maintaining environmental permits and insurance coverage for its operations is critical and subject to delays, opposition, and uncertain outcomes ⁶⁴. Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict market access, partnerships, or suppliers, increasing costs ⁶⁵. Changes in international trade policies, tariffs, or trade disputes could disrupt supply chains and impact profitability ⁶⁶. Reliance on government incentives, grants, or programs is subject to changes in funding priorities, which could adversely affect operations and growth ⁶⁷. Export controls or trade restrictions on lithium, equipment, or technology could limit market access and sourcing options ⁶⁸. Mineral resource estimates are subject to inherent uncertainties, and actual tonnage, grades, recoveries, or costs may differ materially, potentially affecting economic viability ⁶⁹. Failure to adequately protect intellectual property or claims of infringement could lead to significant costs and operational restrictions ⁷⁰. Increasing cybersecurity threats could compromise systems, disrupt operations, and expose sensitive data ⁷¹. The company has identified a material weakness in its internal control over financial reporting, which, if not remediated, could lead to delays or inaccuracies in financial reporting and a loss of public confidence ⁷². Failure to comply with debt covenants could result in default and acceleration of repayment obligations ⁷³.

Management's message to shareholders conveys a tone of cautious optimism regarding the company's progress in the critical battery materials industry, despite acknowledging the significant financial challenges and uncertainties. They emphasize the company's three-pronged strategy of primary resource exploration, new extraction technology development, and lithium-ion battery recycling to increase domestic U.S. production of critical battery materials. Management highlighted the successful ramp-up of its first integrated lithium-ion battery recycling facility, which generated revenue of $4.3 million ⁷⁴ in fiscal year 2025, a substantial increase from $0.3 million ⁷⁵ in fiscal year 2024, and the continued growth in production volumes. They also underscored the completion of the lithium hydroxide pilot plant for the Tonopah Flats Lithium Project, which is intended to demonstrate the commercial viability of their extraction and refining processes and generate battery-grade lithium hydroxide for customer qualifications. Strategic priorities include the continued ramp-up and efficient operation of the McCarran recycling facility, advancing the Tonopah Flats Lithium Project towards commercialization, and leveraging government grants and tax credits to fund these initiatives. Management explicitly stated that the company's net cash position improved to $25.4 million ⁷⁶ as of September 15, 2025, subsequent to year-end, due to capital raises, warrant exercises, and convertible note conversions. They also noted the receipt of a Letter of Interest from the US Export-Import Bank for up to $900 million ⁷⁷ in low-interest debt financing for the Tonopah Flats Lithium Project.