What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-01 compared with 2023-04-21 · 410 added, 180 removed, 9 unchanged (98% of the section changed)

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

of Our Company

operate as a U.S.

based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally

responsible manner.

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

We 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, and focusing on implementing a new operational direction.

Through the corporate

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

mining claims that historically reported high levels of Lithium and other tech minerals.

The Company hired and affiliated itself with

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

On November 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.

We have not yet commenced any mining operations, and

we are an Exploration Stage Company, as defined in Regulation S-K, Subpart 1300 (“ Regulation S-K 1300 ”).

An independent

third-party technical report indicated that further investment and development in the claims was warranted, although no determination

has been made whether we have any reserves of minerals.

Similarly, no determined has been made whether mineralization could be economically

and legally produced or extracted.

We have no reserves as defined by Regulation S-K 1300.

On 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 ”).

The Name Change will be effective upon confirmation by FINRA, at which time a new trading

symbol will also be issued.

The Authorized Share Increase was effective as of October 20, 2022.

On 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:

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.

Future 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.

Our strategic goal is

to become a leading producer of lithium in the United States.

The Company believes that a strategy of employing advanced brine extractive

technology methodologies for selective mineral extraction is 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.

We plan, as part of our sustainability goals within our overall environmental, social and governance (“ ESG ”) strategy,

to develop the among the most sustainable production operations in the world.

Our plan is to develop our projects and strategic equity

investments on a measured timeline to provide the potential for both near-term cash flow and long-term value maximization.

The Company has been

executing the necessary steps to determine analytical results from the technical report, which should provide current results, analytical,

geotech modeling, aquifer modeling, recharge, flows, and depth.

The Company has renewed its engagement of RESPEC Company LLC as its geotech,

engineering and resource management partner to assist in the exploration of the Lisbon Valley brine extraction project.

Leveraging their

expertise, the company will focus on several initiatives, which include the following:

Advancement of geotech, engineering, geology and fieldwork to complete Technical Reports on the Lisbon Project.

Understanding Lisbon Valley brines, on and around owned leases.

Develop a well plan to re-enter, sample, and test the “Superior Well”, that has a historical lithium concentration of 730 ppm (parts per million).

Enter other prospective plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential zone to evaluate the properties of the clastic formation.

As information is advanced, prepare technical reports following the NI 43-101 Standards of Disclosure for Mineral Projects, initially a Preliminary Economic Assessment (PEA) and longer term, a Preliminary Feasibility Study (PFS).

Test the collected brines for lithium, but also for previously identified high value elements such as cobalt, manganese, magnesium, and suites of metals in the alkaline earth metals, transition metals, and halogens group.

Based on the results of the Superior well, develop area resource estimates.

The Lisbon Valley of

Utah also provides many added benefits:

Historically rich industrial and natural resource extraction area.

A developed infrastructure including high voltage electrical, proximity to major roadways and rail spurs.

State and local agency support through the Utah Division of Oil, Gas and Mining and the Trust Land Administration (SITLA)

The Company will also

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

The Company continues to explore and evaluate opportunities to further expand its resource base and production capacity through the possible

acquisition of properties and projects in other areas of the United States, as well as in South America.

Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring

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

the corporate reorganization and repositioning process, we found a unique opportunity to acquire mining claims that historically reported

high levels of lithium and other tech minerals.

We hired and affiliated ourselves with industry veterans that bring decades of experience,

credibility and relationships.

November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the

future payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.

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

We have not yet commenced

any mining operations, and we are an exploration stage issuer, as defined in SEC Regulation S-K Item 1300 (“Regulation S-K 1300”).

An independent third-party technical report indicated that further investment and development in the claims was warranted, although no

determination has been made whether we have any reserves of minerals.

Similarly, no determination has been made whether mineralization

could be economically and legally produced or extracted.

We have no mineral reserves as defined by Regulation S-K 1300 and have had no

mining revenue to date.

July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah.

The new claims

have been registered with the Bureau of Land Management (BLM).

We now own a total of 743 placer claims over 14,320 acres, comprised of

the 102 original claims held and the 641 new claims.

Growth Strategy

strategic goal is to become a producer of lithium in the United States.

We believe that a strategy of employing advanced brine extractive

technology methodologies for selective mineral extraction is the most cost-effective and environmentally friendly approach currently

We believe that this approach is environmentally friendly because we would not deconstruct land structures which leave dirty

tailings, but rather we would extract the desired minerals and metals from subsurface brines that re-inject the brines back down into

the aquafer to maintain pressure after lithium extraction.

We plan, as part of our sustainability goals within our overall environmental,

social and governance (“ESG”) strategy, to develop sustainable production operations.

Our plan is to develop our projects

and strategic equity investments on a measured timeline to provide the potential for both near-term cash flow and long-term value maximization.

have been executing the necessary steps to determine analytical results from our technical report, which should provide current results,

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

We have engaged RESPEC Company LLC as our geotech, engineering

and resource management partner to assist in the exploration of the Lisbon Valley brine extraction project.

Leveraging its expertise,

we will focus on several initiatives, which include the following:

of geotech, engineering, geology and fieldwork to complete technical reports on the Lisbon Valley Project;

understanding

Lisbon Valley brines, on and around owned leases;

a well plan to re-enter, sample and test the “Superior Well,” that has a historical lithium concentration of 340 ppm

(parts per million);

other prospective plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential

zone to evaluate the properties of the clastic formation;

information is advanced, prepare technical reports following the Regulation S-K 1300 Standards of Disclosure for Mineral Projects,

initially a Preliminary Economic Assessment (PEA) and longer term, a Preliminary Feasibility Study (PFS);

the collected brines for lithium, but also for previously identified high value elements such as cobalt, manganese, magnesium, and

suites of metals in the alkaline earth metals, transition metals, and halogens group;

on the results of the Superior well, develop area resource estimates.

Lisbon Valley of Utah also provides many added benefits:

rich industrial and natural resource extraction area;

developed infrastructure including high voltage electrical, proximity to major roadways and rail spurs;

and local agency support through the Utah Division of Oil, Gas and Mining (UDOGM) and the Trust Land Administration (SITLA).

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

We continue to explore and evaluate opportunities to further expand our resource base and production capacity through the possible acquisition

of properties and projects in other areas of the United States, as well as in South America, particularly Argentina.

part of our strategy for growth, our projects and strategic investments will be developed on a measured timeline, and we will evaluate

all opportunities to further expand our resource base and production capacity.

We understand that our timelines are subject to a variety

of risks and variables, including, without limitation, obtaining permits, approvals and funding.

We are also focused on the implementation

of direct lithium extraction (DLE) technologies, which we believe have the potential to significantly increase the supply of lithium

from our brine projects, similar to the impact which shale did for oil.

achieve our goal of becoming a producer of lithium, we will rely on our competitive strengths and experienced management team to explore

and consider all opportunities to generate revenue and increase our projects, properties and assets, as well as all potential funding

Some opportunities for growth may be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification

of projects and properties, (iv) acquisitions of companies and technologies, and (v) participation in related commercial development

Lithium Market

is on the list of the 35 minerals considered critical to the economic and national security of the United States, as first published

Department of the Interior on May 18, 2018.

In June 2021, the U.S.

Department of Energy published a report

titled “National Blueprint for Lithium Batteries 2021-2030” (the “NBLB Report”) which was developed by the Federal

Consortium for Advanced Batteries (“FCAB”), a collaboration by the U.S.

Departments of Energy, Defense, Commerce, and State.

According to the Report, one of the main goals of this U.S.

government effort is to “secure U.S.

access to raw materials for lithium

batteries.” In the NBLB Report, Jennifer M.

Granholm, the U.S.

Secretary of Energy, states:

“Lithium-based batteries

power our daily lives from consumer electronics to national defense.

They enable electrification of the transportation sector and provide

stationary grid storage, critical to developing the clean-energy economy.”

NBLB Report summarizes the U.S.

government’s views on the need for lithium and the expected growth of the lithium battery market

robust, secure, domestic industrial base for lithium-based batteries requires access to a reliable supply of raw, refined, and

processed material inputs…”

worldwide lithium battery market is expected to grow by a factor of 5 to 10 in the next decade.”

growth in electric vehicles (“EVs”) will provide the greatest needs for lithium-based batteries.

The NBLB Report states:

“Bloomberg projects worldwide sales of 56 million passenger electric vehicles in 2040, of which 17% (about 9.6 million EVs) will

be in the U.S.

market.” Source:

NBLB Report (defined above).

Original Source:

Bloomberg NEF Long-Term Electric Vehicle Outlook

a February 2021 report, Canalys, a global technology market analyst firm, states that global sales of EVs in 2020

increased by 39% year on year to 3.1 million units.

This compares with a sales decline of 14% of the total passenger car market

Canalys forecasts that the number of EVs sold will rise to 30 million in 2028 and EVs will represent nearly half of all passenger

cars sold globally by 2030.

Long-Term Electric Vehicle Outlook 2021 report states:

“The outlook for EV adoption is getting much brighter, due to a combination

of more policy support, further improvements in battery density and cost, more charging infrastructure being built, and rising commitments

from automakers.

Passenger EV sales are set to increase sharply in the next few years, rising from 3.1 million in 2020 to 14 million

Globally, this represents around 16% of passenger vehicle sales in 2025, but some countries achieve much higher shares.

for example, EVs represent nearly 40% of total sales by 2025, while China — the world’s largest auto market — hits

the lithium battery growth derived from grid storage demands, the NBLB Report states:

“In addition to the EV market, grid

storage uses of advanced batteries are also anticipated to grow, with Bloomberg projecting total global deployment to reach over 1,095

GW by 2040, growing substantially from 9 GW in 2018;” and “Bloomberg forecasts 3.2 million EV sales in the U.S.

for 2028, and over 200 GW of lithium-ion battery-based grid storage deployed globally by 2028.

With an average EV battery capacity of

100 kWh, 320 GWh of domestic lithium-ion battery production capacity will be needed just to meet passenger EV demand.

August 25, 2022, the Washington Post published an article titled “Did California just kill the gas-powered car?” and

with the sub-heading “California’s decision to ban the sales of combustion engine cars is the latest victory in the transition

to electric vehicles.” A particularly relevant passage from this article reads as follows:

“…the transition from gas-powered, internal combustion

engine vehicles to electric vehicles no longer feels niche, or speculative.

It feels inevitable.

And this week, another profound development:

California, which already leads the nation with 18 percent of new cars sold electric, is expected to approve a regulation to ban

the sales of new gas-only powered vehicles by 2035.

In addition to EVs, only a limited number of plug-in hybrids will be allowed

This is a big deal:

California’s car market is only slightly smaller than those of France, Italy and Britain — and

while many countries have promised to phase out sales of gas cars by such-and-such date, few have concrete regulations like California.

Sixteen states have traditionally followed California’s lead in setting its own independent fuel standards — they

could soon follow.”

no assurances can be given, these recent developments, if left unchallenged, may potentially increase demand for lithium in the U.S.,

as well as globally.

Benchmark Mineral Intelligence, a global consulting firm specializing in the battery supply chain market, in a September

6, 2022 report, predicted that:

for lithium-ion batteries is set to grow six-fold by 2032 as global automakers scale up production of EVs;

meet the world’s lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.

these figures are robust relative to historical data, there can be no guarantee that ultimate consumer adoption for EVs and plug-in-hybrid

vehicles (PHEV) will drive lithium demand as predicted.

Brine Deposits and Direct Lithium Extraction

is mined from three different deposit types:

lithium brine deposits, pegmatite lithium deposits (also referred to as “hard

rock”), and sedimentary lithium deposits (also referred to as clay deposits).

Brine deposits are the most common, accounting for

more than half of the world’s known lithium reserves.

All our projects are in brine deposits.

described by the U.S.

Geological Survey, lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved

All producing lithium brine deposits share a number of first-order characteristics:

(1) arid climate, (2) closed basin

containing a playa or salar, (3) tectonically driving subsidence, (4) associated igneous or geothermal activity, (5) suitable

lithium source-rocks, and (6) one or more adequate aquifers.

South American countries Chile and Argentina are where the majority

of the lithium produced from brines originates, as well as Nevada, to a much smaller extent.

is anticipated that we will use a direct lithium extraction (“DLE”), and reinjection of the processed brine back into the

subsurface, rather than using evaporation ponds to recover the lithium and other potential mineral from brines, should the project advance

to the production stage.

This method has been gaining favor in the lithium industry over the last several years because it does

not involve the use of evaporation ponds.

DLE uses a much smaller footprint than evaporation ponds and is therefore more acceptable from

an environmental standpoint.

As yet, we have not done any testing for the possibility of using DLE and will not be able to do any testing

until samples of brine are acquired from the target formations.

technologies precipitate lithium out of brine using filters, membranes, ceramic beads, or other equipment, which is often housed in a

small warehouse, significantly shrinking the environmental footprint of evaporation ponds used to produce commercial quantities of lithium

traditionally.

In a DLE operation, brine is pumped to a processing unit where an adsorption, resin or membrane material is used to extract

only the lithium from the brine, while spent brine can be reinjected into the basin aquifers.

The more rapid production time frame and

possible brine reinjection into the aquifer is a key environmental differentiator between the DLE process and traditional lithium process

that uses evaporation ponds.

there may still be challenges around scalability, water consumption, and the possible dilutive effects of brine reinjection, over the

past decade many DLE technologies have arisen to separate lithium from brine.

DLE has the potential to significantly impact the lithium

industry, with implementation on the extraction of lithium brines potentially having a dramatic positive impact on production, capacity,

timing, and environmental impact.

Similar to the impact shale exploration had on the oil industry, DLE has the potential to significantly

increase the supply of lithium from brine projects, nearly doubling lithium production/yield (taking recoveries from 40-60% to 70-90%+)

and improving project returns.

DLE should also offer lower perceived environmental risk and yield significant environmental benefits

when compared to traditional brine ponds, offering sustainability benefits and ESG credentials.

It is estimated that approximately 12%

of the world’s lithium supply in 2019 was produced using DLE technology.

DLE technologies are broadly grouped into three main categories:

adsorption, ion exchange and solvent extraction.

physically absorbs LiCl molecules onto the surface of a sorbent from a lithium loaded solution.

The lithium is then stripped from

the surface of the sorbent with water.

exchange takes lithium ions from the solution and replaces them with a different positively charged cation that is contained in the

sorbent material.

An acidic (or basic) solution is required to strip the lithium from the material and regenerate the sorbent material.

extraction removes lithium ions from solution by contacting the solution with an immiscible fluid (i.e., oil or kerosene) that contains

an extractant that attaches to lithium ions and brings them into the immiscible fluid.

The lithium is then stripped from the fluid

with water or chemical treatment.

identification as an “environmentally friendly” business is evidenced by our commitment to deploy direct lithium extraction

rather than the typical extraction techniques of hard-rock mining or underground brine water.

Unlike those traditional methods for producing

lithium, DLE uses filters, membranes, or resin materials to extract the mineral from brine water, resulting in:

of less water;

of the majority of the brine water used;

of less fossil fuels;

in the need for additional processing and alternative mining sources;

a smaller environmental footprint.

Traditionally,

lithium produced from brine water is stored in evaporation ponds.

As the water evaporates, the other elements of the brine such as magnesium

or calcium precipitate out, leaving the brine more concentrated to produce lithium carbonate.

The evaporation process can take 9-18 months

depending on the type of project and weather conditions.

With DLE, that process can be shortened to days or even hours.

DLE also reduces

the amount of land required for the pond evaporation process, while the potential to reinject the remaining brine water after the process

further reduces the environmental impact.

Market Opportunity

Lisbon Valley Project (the “Project”) is located in San Juan County, Utah, approximately 35 miles southeast of the city of

Moab, part of an area known as the Paradox Basin.

The Project consists of 743 placer mining claims staked on U.

government land administered

by the BLM covering 14,300 acres, part of a semi-contiguous group named the LVL Group.

The below map shows the approximate location of

maps above are referenced with Professional Land Survey System (PLSS) and a latitude/longitude reference coordinate, accurate to 50 feet.

placer claims are plotted on the figures above, which is a Public Land Survey System (PLSS) map using Salt Lake City Prime Meridian.

The claims are located in Southeast Utah in sections 17-18, 20-22, 25-29, 33-35 of Township 30 South and Range 25 East;

sections 1, 3,

4, 8-15 of Township 31 South and Range 25 East;

sections 31 of Township 30 South and Range 26 East and sections 5-9, 17 and 18 of Township

31 South and Range 26 East.

The latitude and longitude of the southeast corner of Section 36, Township 30 South, 25 East is noted on

the figure is accurate to +/- 50 feet.

is a network of dirt and paved roads within the claims area, which service the oil and gas wells and the Lisbon Valley Copper Mine.

existing natural gas pipelines traverse the claims.

Power is supplied to the copper mine, also within the claim area, for use in their

electrowinning copper recovery process.

Nine wellbores (8 oil and gas and 1 potash) are available for re-entry and nearby water rights

and private land are available for sale or lease.

Utah, the nearest population center to the property, is a city of 5,336 persons (2020 Census).

It is located in a relatively remote portion

of Utah but is easily accessed by U.

Highway 191 intersects with Interstate 70 about 30 miles (48 kilometers) north of

Moab, at Crescent Junction.

Moab is a tourist destination and has numerous motels and restaurants.

Moab would also be the nearest source

of labor in the region.

region has a history of mining, primarily uranium and vanadium that dates back as far as 1881.

The Lisbon Valley Copper Mine is in the

heart of the Lisbon Valley and is currently producing copper cathode.

An all-weather road and electric power supply the mine.

roads cross the property.

Oil and gas drilling and production, along with ranching have made the area relatively accessible.

has been no exploration or drilling conducted on the property by us or our predecessors other than the gathering and assimilation of

data from all available sources.

It will be necessary for us to re-enter an oil and gas well or to drill a new well to obtain brine samples

for analysis and metallurgical testing.

Permits for such operations will be required from the BLM and the UDOGM.

We are in the process

of permitting two appraisal wells.

believe there is abundant evidence from oil, gas and potash wells drilled in the Paradox Basin indicating a probability of identifying

and producing super saturated brines from beneath the Project.

The geology of the area of the Project and of the Paradox Basin as a whole

is complex, although zones have been targeted and proven and they are mappable within and beyond the claims area.

It is not likely that

the same zones vary significantly in terms of reservoir quality and thickness as evidenced by log analysis;

however, these parameters

have not been confirmed by actual testing by us.

have not calculated mineral and resource estimation and has no revenue being generated from the subject property.

The only way to determine

if the lithium enriched brines exist and can be economically produced from the target zones is to drill exploration wells to produce

and test brine from the targeted zones.

We through our wholly owned operating company Mountain Sage Minerals, LLC intends to drill two

appraisal wells on the subject property to evaluate reservoir properties (porosity, permeability and pressure), flow rates and in situ

mineral concentrations.

Information from the two wells will be used to assess the resource potential and devise a detailed development

The subsurface data collected from the two wells will be used to refine our proprietary subsurface model.

The development model

will include a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity below the subject property

and allow the team to select optimal spacing of future well locations and the network of production and injection wells required to fully

develop potential mineral (brine) resources.

Based on a substantial number of studies with lithium analyses from the Paradox Basin, we

believe there is a substantial indication that lithium mineralization in brines occurs beneath the Project.

have retained a third-party consulting firm to assist with drilling, completion and review of test results for the two appraisal wells.

Any extracted brines should be tested to determine lithium and other important mineral concentrations and to prove the economic viability

of a pilot and permanent production program.

We have identified an appraisal and development program that is proprietary.

This information

will be disclosed in an advanced technical report after the appraisal wells are drilled and individual zones are identified and fully

Cost estimates and authority for expenditures for both well tests and the 3D Survey are currently in process.

Technical Report Summary on the Project prepared by Bradley C.

of CPG Peek Consulting, Inc., in accordance with Regulation

S-K 1300, is included as an exhibit to our registration statement, filed on February 12, 2024.

The effective date of the report is

October 31, 2023.

Internal Controls

Even though we have yet to

establish mineral resource and reserve estimates, we have established internal controls for reviewing and documenting the information

we intend to use to support mineral reserve and mineral resource estimates.

We have engaged third party service providers and specialists

in geosciences, and data and engineering for exploration and mine productivity and efficiency.

A review of all progress on the development

of our mineral resources and reserves estimates, including related assumptions, is undertaken and finalized by our qualified person (“QP”).

When determining resources

and reserves, as well as the differences between resources and reserves, our QP will develop specific criteria, each of which must be

met to qualify as a resource or reserve, respectively.

The QP and our management must agree on the reasonableness of the criteria for

the purposes of estimating resources and reserves.

These criteria, such as demonstration of economic viability, points of reference, and

grade, must be specific and attainable.

All estimates require a combination of historical data and key assumptions and parameters.

possible, historical data and resources, data from public information, and generally accepted industry sources will be used to develop

these estimations.

We have developed quality

control and quality assurance (“QC/QA”) procedures at our Lisbon Valley property, which were reviewed by our QP to ensure

the process for developing mineral resource and reserve estimates is sufficiently accurate.

QC/QA procedures include independent checks

on samples by third party laboratories, and duplicate sampling, among others.

In addition, our QP will review the consistency of historical

production as part of its analysis of the QC/QA procedures.

recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation

of data, changes in operating approach, macroeconomic conditions and new data, among others.

Overestimated resources and reserves resulting

from these risks could have a material effect on future profitability.

Raw Materials

We do not have any material

dependence on any raw materials or raw material suppliers.

All of the raw materials that we need are available from numerous suppliers

and at market-driven prices.

do not have any material dependence on any raw materials or raw material suppliers.

All the raw materials that we need are available from

numerous suppliers and at market-driven prices.

Intellectual Property

We do not own or license

any intellectual property which we consider to be material.

As we are not yet in

production, we have no customers and have no offtake agreements with customers.

Competition and

Market Barriers

We compete with other

mineral and chemical processing companies in connection with the acquisition of suitable exploration properties and the engagement of

qualified personnel.

do not own or license any intellectual property which we consider to be material.

and Marketing

currently do not have the commercial capabilities required to market and distribute lithium.

There is no assurance that we will be able

to attain the necessary sales and marketing capabilities or secure the services of a firm to provide those capabilities, to achieve our

sales expectations.

have no customers and have no off-take agreements with customers at this stage of our development.

Production and Sales

expect the demand for our lithium, if and when in production, to be facilitated by increasing global demand for lithium.

utilizing intermediaries for sales in order to focus on our core competencies of exploration and extraction.

and Market Barriers

compete with other mineral and chemical processing companies in connection with the acquisition of suitable exploration properties and

the engagement of qualified personnel.

Many of our competitors possess greater financial resources and technical facilities than we do.

Although we aspire

to be a leading lithium producer, the lithium mining and chemical industries are fragmented.

We are one of many participants in these

Many of our competitors, as compared to us, have been in business longer, have established more strategic partnerships and relationships,

and have greater financial accessibility.

While we compete with

other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of lithium chemical

products or other industrial minerals if they are produced from any of our owned or leased properties.

The price of our planned products

may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies of lithium, demand for

lithium, and mining activities of others.

If we identify lithium mineralization that is determined to be of economic grade and in sufficient

quantity to justify production, additional capital would be required to develop, mine, and sell that production.

Government Regulations

Exploration and development

activities for our projects are subject to extensive laws and regulations, which are overseen and enforced by multiple U.S.

federal, state,

and local authorities as well as foreign jurisdictions.

These applicable laws govern exploration, development, production, exports, various

taxes, labor standards, occupational and mine health and safety, waste disposal, protection and remediation of the environment, protection

of endangered and protected species, and other matters.

Various permits from government bodies are required for drilling, mining, or manufacturing

operations to be undertaken, and we cannot be assured such permits will be received.

Environmental laws and regulations may also, among

other things:

● require notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining,

or production activities;

● require the installation of pollution control equipment;

● restrict the types, quantities and concentrations of various substances that can be released into the

environment in connection with exploration, drilling, mining, lithium manufacturing, or other production activities;

● limit or prohibit drilling, mining, lithium manufacturing or other production activities on lands located

within wetlands, areas inhabited by endangered species and other protected areas, or otherwise restrict or prohibit activities that could

impact the environment, including water resources;

● impose substantial liabilities for pollution resulting from current or former operations on or for any

preexisting environmental impacts from our projects;

● require significant reclamation obligations in the future as a result

of our extraction and chemical operations;

● require preparation of an environmental assessment or an environmental impact statement.

Compliance with environmental

laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have an adverse effect on

our capital expenditures, results of operations, or competitive position.

Violations and liabilities with respect to these laws and regulations

could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource damages, permit modifications

and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational harm, including damage

to our relationships with customers, suppliers, investors, governments or other stakeholders.

The costs of remedying such conditions may

be significant, and remediation obligations could adversely affect our business, results of operations, and financial condition.

state, and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes in these regulations,

or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations or changes to

current requirements and could have a material adverse effect on our business operations.

As of the date of this Annual Report, we have

Although we aspire to be a leading lithium producer, the lithium mining and chemical industries are fragmented.

We are one of many participants

in these sectors.

Many of our competitors, as compared to us, have been in business longer, have established more strategic partnerships

and relationships, and have greater financial accessibility.

we compete with other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of

lithium chemical products or other industrial minerals if they are produced from any of our owned or leased properties.

our planned products may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies

of lithium, demand for lithium, and mining activities of others.

If we identify lithium mineralization that is determined to be of economic

grade and in sufficient quantity to justify production, additional capital would be required to develop, mine and sell that production.

and development activities for our projects are subject to extensive laws and regulations, which are overseen and enforced by multiple

federal, state and local authorities as well as foreign jurisdictions.

These applicable laws govern exploration, development, production,

exports, various taxes, labor standards, occupational and mine health and safety, waste disposal, protection and remediation of the environment,

protection of endangered and protected species, and other matters.

Various permits from government bodies are required for drilling,

mining, or manufacturing operations to be undertaken, and we cannot be assured such permits will be received.

Environmental laws and

regulations may also, among other things:

notice to stakeholders of proposed and ongoing exploration, drilling, environmental studies, mining, or production activities;

the installation of pollution control equipment;

the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration,

drilling, mining, lithium manufacturing, or other production activities;

or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited

by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment,

including water resources;

substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts

from our projects;

significant reclamation obligations in the future as a result of our extraction and chemical operations;

preparation of an environmental assessment or an environmental impact statement.

with environmental laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have

an adverse effect on our capital expenditures, results of operations, or competitive position.

Violations and liabilities with respect

to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource

damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational

harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders.

The costs of remedying

such conditions may be significant, and remediation obligations could adversely affect our business, results of operations, and financial

Federal, state, and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes

in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations

or changes to current requirements and could have a material adverse effect on our business operations.

As of December 31, 2023, we have

not been required to spend material amounts on compliance regarding environmental regulations.

Obtaining and renewing

governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings, and possibly costly

undertakings.

The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the

interpretation of permit approval requirements administered by the applicable permitting authority.

We may not be able to obtain or renew

permits that are necessary for our planned operations, or the cost and time required to obtain or renew such permits may exceed our expectations.

Any unexpected delays or costs associated with the permitting process could delay the exploration, development and/or operation of our

and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings, and possibly

costly undertakings.

The timeliness and success of permitting efforts are contingent upon many variables not within our control, including

the interpretation of permit approval requirements administered by the applicable permitting authority.

We may not be able to obtain

or renew permits that are necessary for our planned operations, or the cost and time required to obtain or renew such permits may exceed

our expectations.

Any unexpected delays or costs associated with the permitting process could delay the exploration, development and/or

operation of our projects.

Environmental,

Social and Governance

We are committed to

As we start to hire employees for our projects, our hiring efforts will focus on hiring workers from communities near

our project areas.

are committed to ESG causes.

As we start to hire employees for our projects, our hiring efforts will focus on hiring workers from communities

near our project areas.

Many such communities have high levels of unemployment.

Legal Proceedings

We are not a party to

any material legal proceedings.

Human Capital

As of April 13, 2023,

the Company had one full-time employee and a part time employee.

We are committed to diversity, equity, and inclusion as part of

our growth strategy.

We will treat each employee and job applicant without regard to race, color, age, sex, religion, national origin,

citizenship, sexual orientation, gender identity, ancestry, veteran status, or any other category protected by law.

We believe in allocating

resources and establishing, in an equitable manner, policies and procedures that are fair, impartial, and just.

To provide a diverse and

inclusive workplace, we will focus our efforts on creating a culture where all employees can contribute their skills and talents and be

The Company maintains

one active website, www.americanbatterymaterials.com, which serves as its corporate website and contains information about the Company

and its business.

Corporate Information

We are a Delaware corporation.

Our corporate office is located at 500 West Putnam Avenue, Suite 400, Greenwich, Connecticut, 06830.

Our telephone number is (800) 998-7962.

Information contained on our website is not a part of this Annual Report.

Available Information

Under the Securities

Exchange Act of 1934, as amended from time-to-time (the “ Exchange Act ”), the Company files annual, quarterly and current

reports with the SEC.

You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street,

N.E., Washington, D.C.

Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

The SEC maintains

a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

Company files electronically with the SEC.

The SEC makes available, free of charge, through the SEC Internet website, the Company’s

filings on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon as they are filed with the SEC.

Capital Management

of April 1, 2024, we had two full-time employees, who are our Co-Chief Executive Officers.

We also utilize four independent contractors,

two to provide us with accounting support and two for geological expertise.

We are committed to diversity, equity, and inclusion

as part of our growth strategy.

We will treat each employee and job applicant without regard to race, color, age, sex, religion, national

origin, citizenship, sexual orientation, gender identity, ancestry, veteran status, or any other category protected by law.

in allocating resources and establishing, in an equitable manner, policies and procedures that are fair, impartial, and just.

a diverse and inclusive workplace, we will focus our efforts on creating a culture where all employees can contribute their skills and

talents and be themselves.

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-K

Item 1. Business