What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-14 · 229 added, 309 removed, 281 unchanged (66% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

16 unchanged sentences

Stockholders’ deficit

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

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

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,612,709 and 11,373,793 shares issued and outstanding, respectively

10 unchanged sentences

Consolidated Statements of Operations

September 30,

Three Months Ended

Operating Expenses

2 unchanged sentences

Operating loss

( 2,165,494 )

Other Expenses / Income

Gain on change in fair value of derivative liabilities

Gain on settlement of liabilities

Gain (loss) on settlement of liabilities

Fair value of stock issued for note modification

Extension fees due to SPAC Sponsor

Interest expense

Total other expenses / income

Loss from operations before income taxes

( 2,462,799 )

( 1,148,588 )

Income (loss) from operations before income taxes

Provision for income taxes

$ ( 943,024 )

$ ( 506,868 )

Net Income (Loss)

$ ( 863,883 )

2 unchanged sentences

Weighted average common shares – basic and diluted

3,371,357,496

3,324,638,012

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

1 unchanged sentence

Statements of Changes in Stockholders’ Deficit

and Nine Months Ended September 30, 2023 and 2022

Months Ended March 31, 2024 and 2023

Preferred stock

Stockholders'

Additional Paid in

Total Stockholders’ Equity/

Balance as of December 31, 2022

1 unchanged sentence

( 1,300,412 )

Preferred stock issued for cash

Shares issued for note conversion

Fair value of warrants

( 1,148,588 )

Balance as of September 30, 2022

Shares issued for warrant exercise

Shares issued for cashless exercise of warrants

Balance as of March 31, 2023

( 18,243,483 )

4 unchanged sentences

( 20,239,639 )

( 3,016,893 )

Shares issued for services

Shares issued for warrant exercise

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

( 20,317,636 )

( 2,959,242 )

Balance as of June 30, 2022

( 17,009,709 )

( 9,494,666 )

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

( 19,374,612 )

Balance as of March 31, 2024

( 21,103,522 )

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

( 3,873,828 )

4 unchanged sentences

Consolidated Statements of Cash Flows

September 30,

Three Months Ended

Cash Flows from Operating Activities

4 unchanged sentences

Stock based compensation

Gain on settlement of liabilities

Gain on change in fair value of debt and warrant liabilities

Gain/loss on settlement of liabilities

Fair value of stock issued for note modification

5 unchanged sentences

Net cash used in operating activities

( 1,911,600 )

Cash Flows from Investing Activities:

3 unchanged sentences

Proceeds from convertible notes

Proceeds from promissory notes

Proceeds from issuance of preferred stock

Proceeds from convertible notes – related party

Proceeds from warrant exercises

Repayment of convertible note

Net cash provided by financing activities

5 unchanged sentences

Supplemental disclosures of non-cash items:

Convertible notes converted to common stock

Accounts payable and accrued payable exchanged for convertible note

Promissory notes converted to convertible notes

Accrued interest on promissory notes converted to convertible notes

Receivable for convertible notes

Cashless exercise of warrants

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

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Nine Months Ended September 30, 2023 and 2022

the Three months ended March 31, 2024 and 2023

1 - Nature of the Business

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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.

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

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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.

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

Following material changes to the transaction proposed by SGII making the transaction

untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.

August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a

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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.

8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”).

per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to

reflect the Reverse Split.

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

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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.

back down into the aqu i fer.

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 - Going Concern

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

The Company had net loss of $ 863,883 during

the three months ended March 31, 2024, has accumulated losses totaling $ 21,103,522 , and has a working capital deficit of $ 4,079,828 as

of March 31, 2024.

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

The consolidated

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

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

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

to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its

obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its lenders to extend

the repayment dates of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt

obligations in the event it fails to obtain additional financing.

These conditions have raised substantial doubt as to the Company’s

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

3 - Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

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

generally accepted

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

Accordingly, they

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

In the opinion of management, all

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

statements have been included.

Operating results for the 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.

accompanying consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP).

The Company’s fiscal year end is December 31.

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

11 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

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

Since the Company does not

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

expenditures are expensed as incurred.

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

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

that indicate the related carrying amounts may not be recoverable.

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 .

Since the Company does

not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) R egulation

S-K Item 1300, exploration expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and

maintenance costs as incurred.

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.

the period ending December 31, 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;

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

The Company now owns a total of 743 placer claims over 14,260

acres, comprised of (i) the 102 original claims held;

and (ii) the 641 new claims.

No impairment or capitalizable costs related to the mineral

claims were noted during the nine months ended September 30, 2023 or 2022.

No impairment or capitalizable costs related to

the mineral claims were noted during the three months ended March 31, 2024 and 2023.

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

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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.

of March 31, 2024, and December 31, 2023, there were approximately 290,000 shares potentially issuable under convertible debt agreements,

options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the three months

ended March 31, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Financial Instruments

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

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

to provide pricing information on an ongoing basis.

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

full term of the asset or liability.

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

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

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

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

volume to provide pricing information on an ongoing basis.

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

the full term of the asset or liability.

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

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

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

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

1 unchanged sentence

supported by little or no market activity).

Level 3 instruments include derivative warrant instruments.

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

Level 3 instruments include derivative warrant

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

1 or Level 2.

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

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the Black-Scholes option pricing model.

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

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

the date the award is issued.

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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.

Company recognized $ 0 revenue during the three months ended March 31, 2024 and 2023.

Accounting Pronouncements

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

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

Accounting for Convertible Instruments and Contracts in an Entity’s

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

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

This ASU is effective for public business entities,

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

beginning after December 15, 2023.

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,

Early 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.

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

The accompanying

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

The Company had net loss of $ 2,462,799 during the

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.

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,

to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its

obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its lenders to extend

the repayment dates of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt

obligations in the event it fails to obtain additional financing.

These conditions have raised substantial doubt as to the Company’s

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

Notes Payable

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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 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 December 31, 2023, 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 .

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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 .

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 December 31, 2023, 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.

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.

December 31, 2023, the original $ 50,000 note was no longer issued and outstanding.

interest at December 31, 2023 on these notes totaled $ 134,414 .

the three months ended March 31, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and

accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in the

amount of $ 131,417 was forgiven by noteholder.

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

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

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.

During the year ended December

31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 .

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 December 31, 2023.

Accrued interest at December 31, 2023

on these notes totaled $ 19,880 .

the three months ended March 31, 2024:

promissory note agreements with the related party in the aggregate amount of $ 75,000 and

accrued interest in the amount of $ 2,710 were forgiven by noteholder.

The noteholder was

issued new convertible note in exchange.

promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of

$ 5,322 were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

promissory note agreement with the related party in the aggregate amount of $ 100,000 and

accrued interest in the amount of $ 10,500 were forgiven by noteholder.

The noteholder was

issued new convertible note in exchange.

promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in

principal to $ 35,471 , increase of intertest rate from 9 % to 10 % and extended for 1 year.

A total of 3,250 shares of common stock were issued

as additional consideration for the note amendment.

Accrued interest as of March 31,

2024 was $ 30 .

the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

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.

On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged

by a new note on January 1, 2024 with an increase of principal to $ 175,000 and interest rate of 10 %.

During the three months ended March

31, 2024 the note was extended to June 30, 2024, increasing principal to $ 225,000 .

Accrued interest as of March 31, 2024 was $ 4,743 .

Notes Payable and Convertible Notes Payable – Related Party

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

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 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

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

closing price for the common stock on the maturity date.

The outstanding principal balance was $ 25,000 as of December 31, 2023.

interest as of December 31, 2023 was $ 1,881 .

three months ended March 31, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven

by noteholder.

The noteholder was issued new convertible note in exchange.

the year ended December 31, 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 .

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The outstanding principal and accrued interest balances

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

at December 31, 2023 were $ 2,000,000 and $ 95,396 , 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

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

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

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

maturities of debt remaining as of 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

Change in fair value of conversion features

Balance of embedded derivatives at the end of the period

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

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

the three months ended March 31, 2024, notes with

six investors not affiliated with the Company were amended with increase in principal from $ 1,800,000 to $ 2,469,229 , increase

of intertest rate from 7.5 % to 10 % and extended until September 30, 2024.

A total of 234,000 shares

of common stock were issued according to the note agreements or as additional consideration for the note amendment.

31, 2024 total principal and accrued interest on these seven notes totaled $ 2,669,229 and $ 9,872 ,

respectively.

the three months ended March 31, 2024, the

Company entered into seven convertible promissory note agreements in the aggregate amount of $ 631,511 , of which $ 422,787 with

the related parties.

The Convertible Notes provide for a maturity of 10 and 12-months;

8 % interest per annum.

Accrued interest as of March 31, 2024 was $ 1,806 .

maturities of debt remaining as of March 31, 2024 for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

5 - Capital Lease Obligations

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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.

the three months ended March 31, 2024.

following schedule provides minimum future rental payments required as of March 31, 2024.

Schedule of Minimum Future Rental Payments

Total minimum lease payments

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6 - Capital Stock

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

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

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

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

“Authorized Share Increase”).

Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split

of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”).

All per share amounts and number of

shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

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

The Name Change was processed

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

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

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

2 unchanged sentences

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.

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

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

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

Share Reduction within the above range.

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

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

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

ratio for the Reverse Split within the above range.

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

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.

Company has authorization for 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”).

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 ;

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.

As of March 31, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized,

and 0 and 0 shares issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,612,709 and 11,373,793 shares issued and outstanding at March 31,

2024 and December 31, 2023, respectively.

the three months ended March 31, 2024, the Company issued 1,666 shares of common stock for services valued at $ 1,566 and 237,250 shares

of common stock for note modification.

the three months ended March 31, 2023, the Company issued 165,789 shares of common stock upon warrant exercises for an aggregate exercise

price of $ 189,000 , and 8,987 shares of common stock upon cashless warrant exercise.

7 - Stock Options and Warrants

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

of March 31, 2024, the Company had the following warrant securities outstanding:

Schedule of Warrant Securities Outstanding

Exercise Price

2018 Warrants –financing

October - November 2023

2018 Warrants for services

October - December 2023

September - November 2024

2019 Warrants –financing

6 unchanged sentences

September 2025

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

summary of all warrant activity for the three months ended March 31, 2024, is as follows:

Schedule of Warrant Activity

Balance outstanding at December 31, 2023

( 3,863,334 )

( 3,428,571 )

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.

Balance outstanding at March 31, 2024

Exercisable at March 31, 2024

intrinsic value of the outstanding warrants as of March 31, 2024, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

Incentive Plan

2 unchanged sentences

under the Plan of 16,667 shares.

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

to be made available for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under

the Plan is 15,000,000 shares.

Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent

contractors of the Company and its related companies.

Such options may be designated at the time of grant as either incentive stock options

or nonqualified stock options.

On November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available

for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000

Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company

and its related companies.

Such options may be designated at the time of grant as either incentive stock options or nonqualified stock

Stock-based compensation includes expense charges related to all stock-based awards.

Such awards include

options, warrants and stock grants.

Such awards include options, warrants and

stock grants.

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

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

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.

There are currently

no awards issued and outstanding under the Plan.

8 Subsequent Events

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.

Company has evaluated subsequent events through the filing of this Form 10-Q and determined that there have been no events that have

occurred that would require adjustments to our disclosures in the consolidated financial statements .

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