What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-14 compared with 2023-08-11 · 353 added, 344 removed, 237 unchanged (75% of the section changed)

AMERICAN BATTERY MATERIALS,

Condensed Consolidated

Balance Sheets

Financial Statements

BATTERY MATERIALS, INC.

Consolidated Balance Sheets

September 30,

Current assets

8 unchanged sentences

Accrued interest

Promissory notes payable

Promissory notes payable, net of discount

Promissory notes payable – related party

Convertible notes payable

Convertible notes payable, net of discount

Convertible notes payable – related party

3 unchanged sentences

Stockholders’ deficit

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

shares issued and outstanding

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 and 50,000 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 3,406,691,566 and 3,245,556,528 shares issued and outstanding, respectively

7 unchanged sentences

Total liabilities and stockholders’ deficit

The accompanying notes

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

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

BATTERY MATERIALS, INC.

Condensed Consolidated

Statements of Operations

Consolidated Statements of Operations

September 30,

Operating Expenses

3 unchanged sentences

( 2,165,494 )

( 1,540,542 )

Other Income (Expenses)

Other Expenses / Income

Gain on change in fair value of derivative liabilities

Gain on settlement of liabilities

Fair value of stock issued for note modification

Extension fees due to SPAC Sponsor

Interest expense

Total other income (expenses)

Loss before income taxes

Total other expenses / income

Loss from operations before income taxes

( 2,462,799 )

9 unchanged sentences

3,324,638,012

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

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

BATTERY MATERIALS, INC.

Statements of Changes in Stockholders’ Deficit

and Nine Months Ended September 30, 2023 and 2022

Preferred stock

Additional Paid in

Stockholders'

2 unchanged sentences

( 9,042,671 )

Preferred stock issued for cash

Shares issued for note conversion

Fair value of warrants

Balance as of June 30, 2022

( 1,148,588 )

Balance as of September 30, 2022

( 17,516,577 )

( 9,940,979 )

Balance as of December 31, 2022

4 unchanged sentences

Shares issued for warrant exercise

( 1,519,775 )

Balance as of June 30, 2023

Shares issued for cashlesswarrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

( 2,462,799 )

Balance as of September 30, 2023

3,406,691,566

Balance as of March 31, 2022

( 20,317,636 )

3 unchanged sentences

( 9,494,666 )

Balance as of March 31, 2023

Preferred stock issued for cash

Fair value of warrants

Balance as of September 30, 2022

( 17,516,577 )

( 9,940,979 )

Balance as of June 30, 2023

3,356,826,839

Shares issued for services

Shares issued for warrant exercise

( 19,374,612 )

( 2,257,537 )

Balance as of June 30, 2023

Shares issued for cashlesswarrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

Balance as of September 30, 2023

3,406,691,566

1 unchanged sentence

( 2,959,242 )

The accompanying notes

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

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

BATTERY MATERIALS, INC.

Condensed Consolidated

Statements of Cash Flows

Consolidated Statements of Cash Flows

September 30,

Cash Flows from Operating Activities

Net income (loss)

$ ( 2,462,799 )

4 unchanged sentences

Gain on change in fair value of debt and warrant liabilities

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

6 unchanged sentences

Acquisition of mineral claims

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Proceeds from promissory notes

Proceeds from issuance of preferred stock

Proceeds from warrant exercises

Repayment of convertible notes

Repayment of convertible note

Net cash provided by financing activities

Net increase in cash

Net increase (decrease) in cash

Cash, beginning of period

3 unchanged sentences

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.

Accounts payable and accrued payable exchanged for convertible note

Promissory notes converted to convertible notes

Accrued interest on promissory notes converted to convertible notes

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

BATTERY MATERIALS, INC.

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.

to Condensed Consolidated Financial Statements

the Nine Months Ended September 30, 2023 and 2022

1 - Nature of the Business

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.

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.

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.

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,

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.

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

The Company 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.

May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery

Materials, Inc.

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

These changes better reflect the business of

June 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 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

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.

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

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

On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

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.

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.

2 - Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

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.

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 nine months ended September 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

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.

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.

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

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

estimating, therefore, requires

the exercise of judgment.

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

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 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.

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.

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

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;

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.

During the period ending September 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 .

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

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.

No impairment or capitalizable costs related to the mineral

claims were noted during the nine months ended September 30, 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 September 30, 2023 and December 31, 2022, there were approximately 89 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 nine months ended September 30, 2023 and 2022 because their inclusion would have been anti-dilutive due to

the Company’s net losses.

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

Value of Financial Instruments

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.

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.

ASC 820, “Fair

16 unchanged sentences

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

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

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.

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.

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

the date the award is issued.

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 nine months ended September 30, 2023 and 2022.

Accounting Pronouncements

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.

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.

3 - Going Concern

2 unchanged sentences

The Company had net loss of $ 2,462,799 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.

nine months ended September 30, 2023, has accumulated losses totaling $ 20,317,636 , and has a working capital deficit of $ 3,165,242 as

of September 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.

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

9 unchanged sentences

2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ;

The promissory notes bear interest at 10 %

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

At June 30, 2023

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

the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

promissory notes bear interest at 10 % per annum, with a provision for an increase in the interest rate upon an event of default

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 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.

a $ 40,000 Note issued Dec 19, 2014;

and, a $ 30,000 Note issued on March 29, 2016.

Each note had a one-year maturity date;

was governed by California law;

bears interest

at 10 % per annum;

and, requires notice from the holder in order for the respective Note to be in default.

The holder of each Note

has failed to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has

a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note.

At September 30, 2023 and

December 31, 2022, neither of the Notes was in default, and the balance outstanding was $ 70,000 .

the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

$ 30,000 is represented by a note issued on Sept 23, 2016.

This note had a one-year maturity date;

was governed by California law;

interest at 10 % per annum;

and, requires notice from the holder in order to be in default.

The holder of this Note has failed to

provide a notice of default.

Further, enforceability of this Note is uncertain as California law has a 6-year statute of limitations

(commences on the maturity date) to initiate a collection action on a note.

At September 30, 2023 and December 31, 2022, this Note was

not in default, and the balance outstanding was $ 30,000 .

$ 50,000 is represented by a note issued on Nov 20, 2016.

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 dated September 23, 2022.

The replacement note was converted in shares of our common

stock during the quarter ended December 31, 2022.

As of September 30, 2023 and December 31, 2022, the original $ 50,000 note was no longer

issued and outstanding.

interest at September 30, 2023 and December 31, 2022 on these notes totaled $ 128,414 and $ 131,414 , 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 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 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.

the nine months ended September 30, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with

related parties for $ 175,000 .

A total of 1,010,402 shares of common stock were issued to related party in connection with the agreement

of the holder to extend the maturity date of a $ 100,000 note.

The outstanding principal balance was $ 250,000 as of September 30,

Accrued interest at September 30, 2023 and December 31, 2022 on these notes totaled $ 21,388 and $ 7,513 , respectively.

the nine months ended September 30, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

note has a discount of $ 25,000 .

A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance

of the note evidencing the loan.

the nine months ended September 30, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders.

Notes Payable and Convertible Notes Payable – Related Party

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;

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

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

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

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;

The outstanding principal balance was $ 25,000 as of September

Accrued interest as of September 30, 2023 was $ 1,319 .

the nine months ended September 30, 2023, the Company entered into Note Purchase Agreements with seven 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 $ 2,000,000 .

A total of 20,171,633 shares of common stock were issued according to

the note agreements or as additional consideration for the issuance of the notes.

The outstanding principal and accrued interest balances

at September 30, 2023 were $ 2,000,000 and $ 61,646 , respectively.

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

10 unchanged sentences

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

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

following table reconciles, for the nine months ended September 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.

Nine months ended

September 30,

Balance of embedded derivative at the beginning of the period

2 unchanged sentences

5 - Capital Lease Obligations

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.

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 September 30, 2023.

Total minimum lease payments

1 unchanged sentence

Present value of minimum lease payments and guaranteed residual value

AMERICAN BATTERY MATERIALS, INC.

to Condensed Consolidated Financial Statements

For the Six Months

Ended June 30, 2023 and 2022

6 - Capital Stock

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

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

“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

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

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

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

8 unchanged sentences

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

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

other rights superior to common stock.

As of September 30, 2023 and December 31, 2022, there were 10,000,000 shares of preferred

stock authorized, and 0 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

A Preferred”).

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 ;

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 .

the nine months ended September 30, 2023, the Company converted 50,000 shares of its Series A Preferred stock into 10,000,000 shares

of its common stock.

Company has authorized 4,500,000,000 shares of common stock, with 3,406,691,566 and 3,245,556,528 shares

issued and outstanding at September 30, 2023 and December 31, 2022, respectively.

the nine months ended September 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

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.

16,799,491 shares of common stock upon

cashless warrant exercise;

10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226

shares of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible

the nine months ended September 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

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

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

2018 Warrants – financing

August - November 2023

October - November 2023

2018 Warrants for services

8 unchanged sentences

September 2025

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

summary of all warrant activity for the nine months ended September 30, 2023 is as follows:

Balance outstanding at December 31, 2022

1 unchanged sentence

( 3,428,571 )

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.

Balance outstanding as of September 30, 2023

Exercisable as of September 30, 2023

intrinsic value of the outstanding warrants as of September 30, 2023 was $ 0 , as the exercise prices exceeded the common stock’s

fair market value per share on that date.

Incentive Plan

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.

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.

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

11 unchanged sentences

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

8 - Commitments and Contingencies

disclosed and discussed and Note 1, above, the Merger Agreement was amended on July 14, 2023.

Pursuant to the Amendment, the parties

agreed, among other things, that the Company would 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.

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.

As of September 30, 2023, the Company owed Seaport Global SPAC II, LLC (which

is referred to as the “Sponsor” under the Merger Agreement) $ 101,662 for extension payments.

9 - Subsequent Events

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.

Company has evaluated events occurring subsequent to September 30, 2023 through the date of the issuance of these financial statements

and noted the following:

October 20, 2023, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant, in exchange for the payment

of $ 35,000 .

October 20, 2023, the Company issued 525,000 shares of its common stock as compensation for services rendered by an independent consultant.

October 26, 2023, the Company dismissed Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) (“Pinnacle”)

as the Company’s independent registered accountant.

October 26, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s

new independent registered accountant.

This change in the Company's independent registered public accounting firm was approved by the

Company's Board of Directors effective October 26, 2023.

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