What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-05-15 · 442 added, 333 removed, 139 unchanged (85% of the section changed)

Financial Statements

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Consolidated Balance Sheets

AMERICAN BATTERY MATERIALS,

Condensed Consolidated

Balance Sheets

Current assets

Prepaid expenses and

Prepaid expenses and other assets

Total current assets

Noncurrent assets

and Stockholders’ Deficit

Mineral claims

Liabilities and Stockholders’ Deficit

Current Liabilities:

Accounts payable

2 unchanged sentences

Promissory notes payable

Convertible notes payable

Promissory notes payable – related party

Convertible notes payable

– related party

capital lease obligation

current liabilities

Stockholders’

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 50,000 shares issued and outstanding

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

Total Liabilities

Stockholders’ deficit

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 50,000

shares issued and outstanding

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 3,356,826,839 and 3,245,556,528 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 19,374,612 )

( 17,854,837 )

stockholders’ deficit

Total stockholders’ deficit

( 2,257,537 )

( 1,300,412 )

liabilities and stockholders’ deficit

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

Total liabilities and stockholders’ deficit

The accompanying notes

are an integral part of the condensed consolidated unaudited financial statements.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Consolidated Statements of Operations

Three Months Ended

Operating Expenses

and administrative

Condensed Consolidated

Statements of Operations

Operating Expenses

General and administrative

Total operating expenses

Operating loss

Other Income (Expenses)

Gain on change in fair

value of derivative liabilities

Gain on settlement of

( 1,094,066 )

( 1,540,542 )

Other Income (Expenses)

Loss from operations

before income taxes

Provision for income

Gain on change in fair value of derivative liabilities

Gain on settlement of liabilities

Interest expense

Total other income (expenses)

Loss before income taxes

( 1,131,129 )

( 1,519,775 )

Provision for income taxes

$ ( 1,131,129 )

$ ( 537,946 )

$ ( 1,519,775 )

$ ( 641,720 )

Net loss per share – basic and diluted

Weighted average common shares outstanding – basic and diluted

Weighted average common shares – basic and diluted

3,326,966,329

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Statements of Changes in Stockholders’ Deficit

and Nine months Ended September 30, 2022 and 2021

3,300,891,092

The accompanying notes

are an integral part of the condensed consolidated unaudited financial statements.

AMERICAN BATTERY MATERIALS,

Consolidated Statements

of Changes in Stockholders’ Deficit

Three and Six Months Ended June 30, 2023 and 2022

Preferred stock

Additional Paid in

Stockholders’

as of December 31, 2021

issued for note conversion

of vested warrants

as of March 31, 2022

as of December 31, 2022

Balance as of December 31, 2021

$ ( 16,367,989 )

issued for cash exercise of warrants

issued for cashless exercise of warrants

as of March 31, 2023

$ ( 9,042,671 )

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2022

$ ( 17,009,709 )

$ ( 9,494,666 )

Balance as of December 31, 2022

3,245,556,528

$ ( 17,854,837 )

$ ( 1,300,412 )

Shares issued for services

Shares issued for warrant exercise

( 1,519,775 )

Balance as of June 30, 2023

3,356,826,839

$ ( 19,374,612 )

$ ( 2,257,537 )

Balance as of March 31, 2022

$ ( 16,471,763 )

$ ( 8,956,720 )

Balance as of June 30, 2022

$ ( 17,009,709 )

$ ( 9,494,666 )

Balance as of March 31, 2023

3,297,989,498

$ ( 18,243,483 )

$ ( 1,500,058 )

Shares issued for services

Shares issued for warrant exercise

( 1,131,129 )

Balance as of June 30, 2023

3,356,826,839

$ ( 19,374,612 )

$ ( 2,257,537 )

The accompanying notes

are an integral part of the condensed consolidated unaudited financial statements.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Consolidated Statements of Cash Flows

Three Months Ended

Condensed Consolidated

Statements of Cash Flows

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 641,720 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Gain on settlement of

Gain on change in fair

value derivative liabilities

Changes in operating

assets and liabilities:

Prepaid expenses and

Accounts payable and

accrued expenses

cash used in operating activities

Cash Flows from Investing

Cash Flows from Financing

Proceeds from convertible

notes – related party

Proceeds from warrant

of promissory notes

cash provided by financing activities

Gain on settlement of liabilities

Gain on change in fair value of debt and warrant liabilities

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Net cash used in operating activities

( 1,491,431 )

Cash Flows from Investing Activities:

Acquisition of mineral claims

Net cash used in investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Proceeds from warrant exercises

Repayment of convertible notes

Net cash provided by financing activities

Net increase in cash

2 unchanged sentences

Supplemental disclosures:

Supplemental disclosures of non-cash investing

and financing activities:

payable and accrued payable exchanged for convertible note

for convertible notes

Cashless exercise

notes converted to common stock

interest on convertible notes converted to common stock

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

1 - Nature of the Business

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

Convertible notes converted to common stock

Accrued interest on convertible notes converted to common stock

The accompanying notes

are an integral part of the condensed consolidated unaudited financial statements.

BATTERY MATERIALS, INC.

(formerly BoxScore Brands, Inc.) (the “Company”) is a US based renewable energy company focused on

the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.

Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout

North America.

Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and

retiring certain corporate debt and obligations, while focusing on implementing a new operational direction.

Notes to Condensed

Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

Note 1 - Nature of the Business

American Battery Materials, Inc.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical

minerals in an environmentally responsible manner.

formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North

Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring

certain corporate debt and obligations, while focusing on implementing a new operational direction.

the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management

2 unchanged sentences

itself with industry veterans that bring decades of experience, credibility and relationships.

November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access.

The independent third-party

Technical Report indicated that further investment and development in the claims were warranted.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

with numerous extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently

Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines

back down into the aquafer.

The prospective partners have been provided the analytical results from the technical reports, but will soon

provide current results, analytical, Geotech modeling, aquifer modeling, recharge, flows, and depth.

Company will also look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities.

5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 .

The acquisition

was driven by historical mineral data from seven (7) existing wells with brine aquifer access.

The independent third-party Technical Report

indicated that further investment and development in the claims were warranted.

25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100 % owner.

will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities

through this new LLC.

2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery Materials,

At the same time, the Company’s trading symbol was changed to BLTH.

These changes better reflect the business of the Company.

1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition

II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary

of SGII (“Merger Sub”).

SGII is a blank check company, also referred to as a special purpose acquisition company, formed for

the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business

combination with one or more businesses.

SGII is an early stage and emerging growth company.

Pursuant to the Merger Agreement,

Merger Sub will merge with and into the Company, with the Company surviving the merger.

As a result of the transactions under the Merger

Agreement, ABM will become a wholly-owned subsidiary of SGII.

The stockholders of ABM will become stockholders of SGII under an exchange

ratio in the Merger Agreement.

The closing of the transactions under the Merger Agreement is expected to be consummated in 2023, after

the required approval by the stockholders of SGII and the fulfillment of certain other conditions.

The Merger Agreement was amended on

July 14, 2023 (see Note 8- Subsequent Events).

has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous

extraction providers.

Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available.

are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquafer.

The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results,

analytical, Geotech modeling, aquifer modeling, recharge, flows, and depth.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

2 - Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

accompanying unaudited consolidated financial statements are condensed and have been prepared in accordance with U.S.

generally accepted

accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q.

Accordingly, they

do not include all the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all

adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial

statements have been included.

Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results

that may be expected for the year ending December 31, 2023.

The balance sheet as of December 31, 2022 has been derived from the audited

consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial

These interim consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated

financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed

with the Securities and Exchange Commission on April 21, 2022.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

accompanying consolidated financial statements include the accounts of American Battery Materials, Inc.

(formerly BoxScore Brands, Inc.)

and the operations of its wholly-owned subsidiaries U-Vend America, Inc., U-Vend Canada, Inc.

and U-Vend USA LLC.

All intercompany balances

and transactions have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on

events different from those assumptions.

The accompanying

unaudited consolidated financial statements are condensed and have been prepared in accordance with U.S.

generally accepted accounting

principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q.

Accordingly, they do not include

all the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments consisting

of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included.

Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year

ending December 31, 2023.

The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements

at that date but does not include all the information and footnotes required by GAAP for complete financial statements.

These interim

consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated financial statements and

the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange

Commission on April 21, 2023.

The accompanying

consolidated financial statements include the accounts of American Battery Materials, Inc.

and the operations of its wholly-owned subsidiaries

U-Vend America, Inc., U-Vend Canada, Inc., U-Vend USA LLC, and Mountain Sage Minerals LLC.

All intercompany balances and transactions

have been eliminated in consolidation.

The preparation

of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts

reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on events different

from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating, therefore, requires

the exercise of judgment.

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information

estimating, therefore, requires the exercise

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

and Equipment

3 unchanged sentences

Equipment has estimated useful lives between three and seven years.

Expenditures for repairs

and maintenance are charged to expense as incurred.

Expenditures for repairs and

maintenance are charged to expense as incurred.

of Long-lived Assets

1 unchanged sentence

in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Recoverability of assets to be held and

used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying

amount of the asset group exceeds its fair value.

Recoverability of assets to be held and used

is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group.

If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount

of the asset group exceeds its fair value.

Rights and Properties

Company capitalizes acquisition costs until the Company determines the economic viability of the property.

Since the Company does not

have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration

expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances

that indicate the related carrying amounts may not be recoverable.

The Company currently owns the rights to 102 Federal Mining Claims

located in the Lisbon Valley of Utah that it purchased on November 5, 2021 for $ 100,000 .

No impairment or capitalizable costs related

to the mineral claims were noted during the three months ended March 31, 2023 or 2022.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

share reflect the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed

including the number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period,

the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

of March 31, 2023 and December 31, 2022, there were approximately 92 million and 96 million shares potentially issuable

under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that

were excluded from the three months ended March 31, 2023 and 2022 because their inclusion would have been anti-dilutive due to the Company’s

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Since the Company does

not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300,

exploration expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as

The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of

events or changes in circumstances that indicate the related carrying amounts may not be recoverable.

During the period ending June

30, 2023 the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it

purchased on November 5, 2021 for $ 100,000 .

The Company acquired and staked additional lithium mining claims adjacent to its Lisbon

Valley Project in Utah for $ 106,000 .

The new claims have been registered with the Bureau of Land Management.

The Company now owns a total of 743

placer claims over 14,260 acres, comprised of (i) the 102 original claims held;

and, (ii) the 641 new claims.

No impairment or

capitalizable costs related to the mineral claims were noted during the six months ended June 30, 2023 or 2022.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

For the Six Months

Ended June 30, 2023 and 2022

presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect

the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed including the

number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period, the calculation

for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

30, 2023 and December 31, 2022, there were approximately 91 million and 96 million shares potentially issuable under

convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded

from the six months ended June 30, 2023 and 2022 because their inclusion would have been anti-dilutive due to the Company’s net

Derivative Financial Instruments

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement

of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Value of Financial Instruments

certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable,

accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued

liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.

ASC 820, “Fair

3 unchanged sentences

The three levels of valuation hierarchy are defined as follows:

Unadjusted quoted prices in active markets that are accessible at the measurement date

for identical, unrestricted assets or liabilities.

The Company considers active markets as

those in which transactions for the assets or liabilities occur in sufficient frequency and

volume to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly

or indirectly, for substantially the full term of the asset or liability.

This category includes

those derivative instruments that the Company values using observable market data.

Substantially

all of these inputs are observable in the marketplace throughout the term of the derivative

instruments, can be derived from observable data, or supported by observable levels at which

transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant

to the fair value measurement and less observable from objective sources (i.e.

by little or no market activity).

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume

to provide pricing information on an ongoing basis.

Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the

full term of the asset or liability.

This category includes those derivative instruments that the Company values using observable market

Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived

from observable data, or supported by observable levels at which transactions are executed in the marketplace.

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less

observable from objective sources (i.e.

supported by little or no market activity).

Level 3 instruments include derivative warrant instruments.

The Company does not have sufficient corroborating evidence to support classifying these

assets and liabilities as Level 1 or Level 2.

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires

all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument

The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all

stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument

issued, and recognized as expense.

3 unchanged sentences

the Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to nonemployees that vest immediately is

the date the award is issued.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should

recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration

to which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an

entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price,

allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e.,

either over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of

financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the three months ended March 31, 2023 and 2022.

The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the

date the award is issued.

revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize

revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to

which the entity expects to be entitled in exchange for those goods or services.

In applying the revenue recognition principles, an entity

is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate

the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either

over time or at a point in time).

ASC 606 further requires that companies disclose sufficient information to enable readers of financial

statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

recognized $ 0 revenue during the six months ended June 30, 2023 and 2022.

governmental measures to slow and control the spread of COVID-19 have led to a shift in supply chain constraints and the disruption of

economic activities worldwide.

Our future operating performance may be subject to further volatility due to the significant uncertainty

with respect to the duration and overall impact of the COVID-19 pandemic.

The impacts of the COVID-19 pandemic on our business, results

of operations, financial condition and cash flows are dependent on certain factors, including, without limitation:

(i) the extent to

which resurgences in COVID-19 infections or new strains of the virus result in the imposition of new governmental lockdowns, quarantine

requirements or other restrictions that may disrupt our operations;

(ii) the continued momentum of the global economy’s recovery

from the pandemic and the degree of pressure that a weakened macroeconomic environment would put on the global demand for our products;

and, (iii) the effectiveness of vaccines and vaccination efforts.

Accounting Pronouncements

August 5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity,

including convertible instruments and contracts on an entity’s own equity.

This ASU is effective for public business entities,

excluding smaller reporting companies, for fiscal years beginning after December 15, 2021, and for all other entities for fiscal years

beginning after December 15, 2023.

Early adoption is permitted for all entities no earlier than for fiscal years beginning after December

The Company is currently evaluating the effects this ASU will have on its financial statements.

Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial

position, results of operations, or cash flows.

5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which

simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments

and contracts on an entity’s own equity.

This ASU is effective for public business entities, excluding smaller reporting companies,

for fiscal years beginning after December 15, 2021, and for all other entities for fiscal years beginning after December 15, 2023.

adoption is permitted for all entities no earlier than for fiscal years beginning after December 15, 2020.

The Company is currently evaluating

the effects this ASU will have on its financial statements.

has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial position,

results of operations, or cash flows.

3 - Going Concern

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $ 388,646 during

the three months ended March 31, 2023, has accumulated losses totaling $ 18,243,483 , and has a working capital deficit of $ 1,600,058 as

of March 31, 2023.

The accompanying

consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $ 1,519,775 during the

six months ended June 30, 2023, has accumulated losses totaling $ 19,374,612 , and has a working capital deficit of $ 2,463,537 as of

June 30, 2023.

These factors, among others, indicate that the Company may be unable to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

The consolidated financial

statements do not include any adjustments that might result from the outcome of these uncertainties.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination,

7 unchanged sentences

ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

Notes Payable

2 unchanged sentences

per annum, with a provision for an increase in the interest rate upon an event of default, due on December 31, 2019.

At March 31, 2023

At June 30, 2023

and December 31, 2022, the note was in default, and the balance outstanding was $ 70,000 .

2 unchanged sentences

as defined therein and were due at various due dates in May and September 2017.

The due dates of both notes were extended to December

During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000 of principal and

$ 27,972 of interest were converted into a $ 95,088 convertible note resulting in carrying value of $ 30,000 as

of December 31, 2022.

of March 31, 2023 and December 31, 2022, the balance outstanding on these notes was $ 30,000 .

of March 31, 2023, the above promissory notes were in default with an interest rate increased by 2 % over the original interest rate.

interest at March 31, 2023 and December 31, 2022 on these notes totalled $ 125,414 and $ 122,414 , respectively.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

$ 175,000 with the related parties.

The due dates of both notes were extended to

December 31, 2019.

During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000 of

principal and $ 27,972 of interest were converted into a $ 95,088 convertible note resulting in carrying value of

$ 30,000 as of June 30, 2023 and December 31, 2022.

30, 2023, the above promissory notes were in default with an interest rate increased by 2 % over the original interest rate.

interest at June 30, 2023 and December 31, 2022 on these notes totaled $ 128,414 and $ 122,414 , respectively.

year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which $ 175,000 with

the related parties.

The notes have a 1-year term, bear interest of 7 % and 9 % if paid in cash.

The outstanding

principal balance was $ 250,000 as of March 31, 2022.

Accrued interest at March 31, 2023 and December 31, 2022 on these notes totalled

$ 12,138 and $ 7,513 , respectively.

the three months ended March 31, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by creditors.

The outstanding principal

balance was $ 250,000 as of June 30, 2023.

Accrued interest at June 30, 2023 and December 31, 2022 on these notes totaled $ 16,763 and

$ 7,513 , respectively.

six months ended June 30, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders.

Notes Payable and Convertible Notes Payable – Related Party

February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party.

has a 1 year term, bear interest of 9 %, and has a conversion price equal to the lesser of (1) the most recent issuance price;

2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party.

a 1 year term, bears interest of 9 %, and has a conversion price equal to the lesser of (1) the most recent issuance price;

or, (2) closing price for the common stock on the maturity date.

The outstanding principal balance was $ 25,000 as of March 31, 2022.

Accrued interest as of March 31, 2023 was $ 194 .

February and March 2023, the Company entered into Note Purchase Agreements with four investors not affiliated with the Company (the “Purchasers”)

pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate

principal amount of $ 1,500,000 , of which $ 400,000 was recorded as a receivable as of March 31, 2023, and received subsequently in April

The outstanding principal and accrued interest balances at March 31, 2023 were $ 1,500,000 and $ 1,635 , respectively.

Convertible Notes provide for a maturity of 12-months;

The outstanding principal balance was $ 25,000 as of June 30, 2023.

Accrued interest as of June 30, 2023 was $ 756 .

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

six months ended June 30, 2023, the Company entered into Note Purchase Agreements with five investors not affiliated with the Company

(the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”)

with an aggregate principal amount of $ 1,550,000 .

The outstanding principal and accrued interest balances at June 30, 2023 were $ 1,550,000 and

$ 30,510 , respectively.

The Convertible

Notes provide for a maturity of 12-months;

7.5 % interest per annum;

and, no right to prepay during the first 6-months after

the date of issuance (the “Issuance Date”).

The Convertible Notes are convertible into shares of common stock of the Company

(the “Conversion Shares”) as follows:

and, no right to prepay during the first 6-months after the date

of issuance (the “Issuance Date”).

The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion

Shares”) as follows:

The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on

5 unchanged sentences

of the price under the Triggering Transaction if within 120-days of the Issuance Date;

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;

1 unchanged sentence

The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance

The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price

for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

maturities of debt remaining as of March 31, 2023 for each respective fiscal year end are as follows:

following table reconciles, for the three months ended March 31, 2023 and 2022, the beginning and ending balances for financial instruments

related to the embedded conversion features that are recognized at fair value in the consolidated financial statements.

Balance of embedded derivative

at the beginning of the period

Change in fair value

of conversion features

Balance of embedded

derivatives at the end of the period

The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average

price for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

maturities of debt remaining as of June 30, 2023 for each respective fiscal year end are as follows :

The following

table reconciles, for the six months ended June 30, 2023 and 2022, the beginning and ending balances for financial instruments related

to the embedded conversion features that are recognized at fair value in the consolidated financial statements .

Six months ended

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

Balance of embedded derivatives at the end of the period

5 - Capital Lease Obligations

the year ended December 31, 2018 the Company entered into various capital lease agreements.

The leases expire at various points through

the year ended December 31, 2023 .

following schedule provides minimum future rental payments required as of March 31, 2023.

year ended December 31, 2018 the Company entered into various capital lease agreements.

The leases expire at various points through the

year ended December 31, 2023 .

The following

schedule provides minimum future rental payments required as of June 30, 2023.

Total minimum lease payments

Amount represented

Present value of minimum

lease payments and guaranteed residual value

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

For the Six Months

Ended June 30, 2023 and 2022

6 - Capital Stock

October 20, 2022 the Company , following receipt of written approval from stockholders acting without a meeting and holding at least

the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate

of Incorporation to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and, (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the

20, 2022 the Company , following receipt of written approval from stockholders acting without a meeting and holding at least the minimum

number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation

to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and, (ii) increase

the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the

“Authorized Share Increase”).

2 unchanged sentences

by FINRA and was effective as of May, 1, 2023, at which time the Company’s trading symbol was changed to BLTH

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding

shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares

of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate

Law Section 228, and adopted and approved the following actions:

Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

amendment of the Company’s Certificate of Incorporation to implement a reverse stock

split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more

than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary

Date, with the Board having the discretion to determine whether or not the Reverse Split

is to be effected, and if effected, the exact ratio for the Reverse Split within the above

Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and

other rights superior to common stock.

March 31, 2023 and December 31, 2022, there are 10,000,000 shares of preferred stock

authorized, and 50,000 shares issued and outstanding.

August 12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super

Voting Preferred Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “Series

amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s

Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the

“Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board

having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number

of the Authorized Share Reduction within the above range.

amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock

by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary

Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact

ratio for the Reverse Split within the above range.

The Company has authorization

for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common

As of June 30, 2023 and December 31, 2022, there were 10,000,000 shares of preferred stock authorized, and 50,000 shares

issued and outstanding.

12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super Voting

Preferred Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “Series

A Preferred”).

Series A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class

with voting rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company.

A Preferred shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a Registration

Statement under the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal

to the purchase prices per share of the Series A Preferred divided by $ 0.005 .

Company has authorized 4,500,000,000 shares of common stock, with 3,297,989,498 and 3,245,556,528 shares issued and

outstanding at March 31, 2023 and December 31, 2022, respectively.

the three months ended March 31, 2023, the Company issued 49,736,843 shares of common stock upon warrant exercises for an aggregate

exercise price of $ 189,000 , and 2,696,127 shares of common stock upon cashless warrant exercise.

the three months ended March 31, 2022, the Company issued 49,789,365 shares of its common stock for conversion of $ 189,200 of

convertible notes and accrued interest.

BATTERY MATERIALS, INC.

BoxScore Brands, Inc.)

A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class with voting

rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company.

The Series A Preferred

shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a Registration Statement under

the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal to the purchase

prices per share of the Series A Preferred divided by $ 0.005 .

The Company has authorized 4,500,000,000 shares

of common stock, with 3,356,826,839 and 3,245,556,528 shares issued and outstanding at June 30, 2023 and December

31, 2022, respectively.

six months ended June 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $ 373,650 ;

49,736,843 shares

of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ;

and, 6,616,799 shares of common stock upon cashless

warrant exercise.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2023 and 2022

For the Six Months

Ended June 30, 2023 and 2022

During the six months ended June 30, 2022, the

Company issued 49,789,365 shares of its common stock, in conversion of $ 189,200 of convertible notes and accrued interest.

7 - Stock Options and Warrants

of March 31, 2023 the Company had the following warrant securities outstanding:

30, 2023 the Company had the following warrant securities outstanding :

2018 Warrants – financing

April - November 2023

August - November 2023

2018 Warrants for services

8 unchanged sentences

September 2025

summary of all warrant activity for the three months ended March 31, 2023 is as follows:

of all warrant activity for the six months ended June 30, 2023 is as follows :

Balance outstanding at December 31, 2022

1 unchanged sentence

( 2,428,571 )

Balance outstanding as of March 31, 2023

Exercisable as of March 31, 2023

intrinsic value of the outstanding warrants as of March 31, 2023 was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

Balance outstanding as of June 30, 2023

Exercisable as of June 30, 2023

The intrinsic

value of the outstanding warrants as of June 30, 2023 was $ 0 , as the exercise prices exceeded the common stock’s fair market value

per share on that date.

Incentive Plan

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 5,000,000 shares.

22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on

July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under

the Plan of 5,000,000 shares.

On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares

10 unchanged sentences

Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.

There are currently no awards issued and outstanding under the Plan.

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

9 - Subsequent Events

Company has evaluated events occurring subsequent to March 31, 2023 through the date of the issuance of these financial statements and

noted the following:

April 8, 2023, the Company issued 3,203,661 shares of its common stock for a cashless warrant exercise.

April 25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100 % owner.

April 30, 2023, the Company issued 717,011 shares of its common stock for a cashless warrant exercise.

Company’s name change from BoxScore Brands, Inc.

to American Battery Materials, Inc.

was processed by FINRA and was effective as

of May, 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

May 5, 2023, the Company closed a transaction with an accredited investor under which the Company issued a convertible promissory note

in the original amount of $ 50,000 .

has evaluated events occurring subsequent to June 30, 2023 through the date of the issuance of these financial statements and noted the

On July 14, 2023, the

Company, SGII, and Merger Sub (collectively, the “Parties”) entered into Amendment No.

1 to Agreement and Plan of Merger

(the “Amendment”).

Pursuant to the Amendment, the Parties agreed to (i) reduce the value of the shares of SGII common

stock to be paid as consideration to ABM’s stockholders from $ 160 million to $ 120 million;

(ii) extend the Merger Agreement’s

termination date from August 19, 2023 to February 19, 2024;

and, (iii) amend the Merger Agreement to obligate the Company to fund one-half

of the additional payment into trust (i.e., $ 0.015 per share by the Company) that SGII intends to make in connection with an extension

to the date by which SGII must complete a business combination.

If the Company fails to make any such contribution that is subsequently

funded by SGII (each, a “Contribution Shortfall”), then the Company shall issue to SGII’s sponsor a number of

shares with value equal to two times the amount of all Contribution Shortfalls either (a) if the transactions under the Merger Agreement

close, of the post-business combination company;

or, (b) if the transactions under the Merger Agreement do not close, of the Company.

On August 4, 2023, the

Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock

split in the ratio of 1-for-300 (the “Reverse Split”).

The Company and its shareholders holding a majority of the issued

and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and

not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether

or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range.

2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

Although the Amendment has

been filed, the Reverse Split will not be effective and will not be reflected (i) in the stock price of the Company;

or, (ii) in the Company’s

financials until the Revere Split is processed by FINRA.

The Company has submitted an application to FINRA for a corporate action in order

to implement and effect the Reverse Split.

On August 7, 2023, the

Company issued 6,883,399 shares of its Common Stock upon the cashless exercise of a Warrant.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements