AMERICAN BATTERY TECHNOLOGY Co: Form 10-K for the period ended Jun 30, 2026

Introduction

American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.

The Company’s corporate headquarters are in Reno, Nevada, and its critical mineral exploration office is located in Tonopah, Nevada. The Company’s critical mineral recycling factory is in McCarran, Nevada.

Company History

The Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. On August 8, 2016, the Company formed Lithortech Resources Inc. as a wholly owned subsidiary to serve as its operating subsidiary for lithium resource exploration and mine development. On June 29, 2018, the Company changed the name of Lithortech Resources to LithiumOre Corp. (“LithiumOre”). On May 3, 2019, the Company changed its name to American Battery Metals Corporation. On August 12, 2021, the Company further changed its name to American Battery Technology Company, which better aligns with the Company’s current business activities and future objectives.

Industry Overview

The domestic manufacturing of critical minerals has become an issue of paramount importance, with broad support from the US federal government, state and local governments, and private industry. As of 2025, the US Geological Survey lists 60 minerals as critical and essential for economic growth, national security, and technological innovation. On this list include several critical minerals essential for the manufacturing of high energy density lithium-ion batteries, including nickel, cobalt, manganese, lithium, copper, aluminum, and graphite. These lithium-ion batteries are utilized in stationary grid scale-batteries to support critical infrastructure such as datacenters supporting artificial intelligence technologies, in electric and hybrid vehicles, and in various types of consumer electronics.

Lithium-ion batteries are designed in a variety of form-factors and chemistries. Current cell-level form-factors utilized are primarily cylindrical, prismatic, and pouch geometries. The most common battery cathode chemistries that have emerged are lithiated nickel cobalt aluminum oxide (“NCA”), lithiated nickel manganese cobalt oxide (“NMC”), lithiated cobalt oxide (“LCO”), and lithiated iron phosphate (“LFP”). The most common battery anode chemistries consist of graphite, silicon, and lithium metal. These chemistries are expected to evolve based on the development of new technologies and the availability, cost, and life-cycle environmental footprint of required minerals.

The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that are moving towards operating in a closed-loop fashion:

• battery material providers,
• chemical refiners,
• cell manufacturers, and
• manufacturers of end-use products (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers.

Battery material providers can be classified into two categories: primary producers who explore for and extract virgin resources, and secondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain. ABTC operates in both categories of the battery material supply segment, which is discussed in greater detail below.

Chemical refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes, and separators. Currently the vast majority of global refining capacity is located outside the United States, primarily in Asia.

Cell manufacturers source cell components and assemble those components into modules and packs, which are then sold to Original Equipment Manufacturers (“OEM” or “OEMs”). Cell manufacturing is also currently concentrated in Asia, with China accounting for over 70% of global cell manufacturing capacity.

The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries. OEM manufacturing capacity for electric vehicles, stationary storage, and consumer electronics is distributed globally.

Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced with specific geographies. Investment in battery material suppliers, both primary and secondary, and chemical refining capacity, has been far outpaced by investments in cell manufacturing and end-use OEMs. This disconnect in available feedstock and refining capacity has caused significant imbalances in the global supply chain, with those imbalances even more pronounced within the United States and apparent by the volatility in price of these underlying materials. Further, while there is significant cell manufacturing and OEM manufacturing capacity in the United States, less than 1% of global battery materials needed to supply these facilities are sourced in the US, resulting in a severe domestic capacity imbalance and risk to the domestic economy. This risk in the security and cost of supply has resulted in numerous issues for industries reliant on lithium-ion batteries and has the potential to dramatically slow the adoption of electric vehicles, renewable energy storage and other uses for lithium-ion battery metals.

Overview of Critical Minerals Supply

Supply of critical minerals for the manufacturing of lithium-ion batteries is currently dominated by primary production, with minor but growing contributions from secondary recycling operations. Development of new sources of primary supply are typically subject to long development and permitting times and high capital costs, putting further constraints on the supply of these materials. In addition, the majority of primary production is concentrated in high geopolitical risk locations. Each of the primary minerals discussed are traded on a number of global commodity exchanges and market pricing for each is readily available. Additional details on the primary development of the main critical materials are discussed below:

Lithium: Primary lithium is traditionally extracted from lithium-rich brines or from hard rock deposits, and with recent innovations to also manufacture primary lithium from lithium-bearing claystone resources Lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved lithium. These deposits can be found in salt flats (such as those in South America), geothermal deposits (such as the Salton Sea in California), and oil fields. Extraction of lithium from brines typically involves large-scale evaporation techniques, thus consuming large amounts of water and energy. Hard rock sources of lithium are typically found in spodumene pegmatite deposits (such as those in Western Australia) and are mined using conventional mining and processing techniques. Extraction of lithium from claystone resources is a relatively new technique with various extraction technologies currently being utilized to construct first-of-kind manufacturing facilities.

Nickel: Primary nickel is mined from both surface and underground operations. Traditional processing techniques for nickel involve crushing, leaching, and floatation techniques. The primary competing source of demand for nickel is the steel industry, for both steel alloy and in plating of stainless steel. Supply is currently dominated by production from Indonesia, Philippines, and Russia.

Cobalt: Cobalt is typically mined from open pit and underground operations using traditional mining and processing techniques. The majority of cobalt production is a by-product of copper or nickel production. The competing source of demand for cobalt is steel production where cobalt is utilized as a high-strength steel alloy. Concentration of supply from the Democratic Republic of Congo has given rise to significant concerns over the supply of primary cobalt resources.

Manganese: Manganese is typically mined from open pit surface mines using traditional mining and processing techniques. As with nickel and cobalt, the primary competing source of demand is steel production, where manganese is used as an alloy and to deoxidize steel. South Africa is the world’s largest producer of manganese, followed by Australia and China.

Secondary supply of feedstock, or recycling, is a relatively new market segment that has seen limited investment compared to the other segments of the battery supply chain. Current recycling techniques can be classified into two categories: High temperature thermal processes (pyrometallurgy) and mechanical crushing/simple hydrometallurgy processes. Both techniques process the feedstock batteries into an intermediate compound, a metal matte or black mass, which is then further processed through a refining process to extract the constituent metals. Both processes mainly focus on the recovery of nickel and cobalt. The majority of these operations are located in China and South Korea.

High temperature thermal processes account for the majority of current recycling operations. Batteries are placed into high-temperature furnaces and melted. A number of the key battery materials are lost in the high temperature processing and smelting phase, including lithium, graphite, and aluminum. The remaining metal matte is then processed through a refining process. The high temperature processing can present challenges to refining the metal matte from this process into products that meet the high purity specifications required for battery cathode manufacturing. Further, the process is energy intensive and can cause substantial air and water pollution.

The mechanical crushing/simple hydrometallurgy approach involves placing batteries into large shredding/grinding machines. The resulting shredded material is then processed to produce black mass. This resulting black mass is then processed through a bulk hydrometallurgical process designed to remove impurities and extract the high-value minerals. The high level of impurities in the black mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging. Additionally, the solvents used in the extraction process can have adverse environmental impacts and significantly increase the costs associated with the recycling process.

The black mass resulting from the recycling process has become a readily tradable commodity. However, the quality and value of the black mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities in the material.

The overall market and pricing for these products will be driven by the supply/demand balance of each commodity. Chemical refiners require specific purity and quality standards for the inputs for their manufacturing processes. Competition will be based on the ability of producers, both primary and secondary, to deliver reliable quantities of materials that meet the specifications required in the battery manufacturing process, while maintaining cash costs that are below the marginal cost of supply.

Our Business

Critical Mineral Lithium-Ion Battery Recycling

ABTC has developed a universal lithium-ion battery recycling system that is capable of recycling batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (LCO, NCA, NMC) of various relative weighting of transition metals.

The Company’s recycling system is a two-phase process: an automated de-manufacturing process followed by a targeted chemical extraction train to separate the individual high-value metals. The automated de-manufacturing process separates the components of battery feedstock material into its constituent components, including byproduct metals and cathode and anode powders in the form of black mass filter cake. The byproducts are sold under various offtake agreements or into the open scrap market, and the black mass filter cake produced is either sold under offtake contracts or further processed in ABTC’s proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery grade specifications demanded by high energy density manufacturers.

The Company has acquired and leveraged the experience of several members of its leadership and implementation teams who worked on the design, construction, commissioning, and optimization of some of the largest lithium-ion battery manufacturing giga factories in the world. This significant pool of experience has enabled the team to leverage their knowledge of the failure mechanisms that can cause battery components, cells, and modules to fail leading to the development of an automated deconstruction process combined with a targeted hydrometallurgical, non-smelting process that deconstructs battery packs to modules, modules to cells, cells to subcell components, and then sorting and separating those subcell components in a strategic fashion. Because of our uniquely pioneered recycling process, we are able to realize greater net benefits than current conventional methods. These benefits include:

• Decreased air and liquid pollutant emissions through strategic design, and with no high-temperature operations,
• Separation of low value materials early in the processing train allows for high recovery and purity of high value products,
• Metal products manufactured to meet high purity specifications are able to re-enter supply chain in closed-loop fashion,

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• Throughput of recycling facilities equal to that of manufacturing facilities, on a per region basis,
• Low capital costs, through avoidance of high-temperature operations and minimal generation of waste, and
• Short processing residence times through high-speed strategic disassembly and material handling.

Additional details regarding the recycling plant are discussed in Item 2. Properties.

Industry Awards and Collaborations

In September 2019, ABTC was selected as the sole winner of the battery recycling portion of the Circularity Challenge hosted by BASF, Stanley Black & Decker, and Greentown Labs. BASF is one of the largest high-energy density cathode manufacturing companies in the US and most significant global purchasers of critical minerals and materials. The challenge was developed to encourage new, innovative technologies for the recycling of large-format lithium-ion batteries, with a goal to establish and develop a circular economy in the battery supply chain. As the winner, ABTC received seed funding, access to the Greentown Labs facilities (see Item 2. Properties), and the exploration of partnership agreements with the host companies.

In October 2021, ABTC was awarded a competitively bid $2 million contract from the US Advanced Battery Consortium (“USABC”), which is comprised of General Motors, Ford Motor Company, Stellantis NV, and the U.S. Department of Energy. The contract award was for the commercial-scale demonstration of ABTC’s integrated lithium-ion battery recycling system, the production of high purity recycled metals, the synthesis of high energy density active cathode material by BASF, and the fabrication of over 100 large format multi-layer pouch cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals. The demonstration of this entire closed-loop battery manufacturing supply chain within a single project was to facilitate the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure.

In November 2022, ABTC was awarded a $10 million competitive grant from the U.S. Department of Energy for a three-year project to demonstrate and commercialize ABTC’s next generation of technologies for its recycling of critical minerals. The first year of this award was for the demonstration of these next generation technologies at the laboratory scale, in the second year these technologies were optimized at the bench scale, and then in the third year these technologies will be constructed and operated at commercial scale in ABTC’s critical mineral recycling facilities.

In March 2024, ABTC was selected for a competitively awarded investment tax credit for $19.5 million by the U.S. Department of Energy and administered by the U.S. IRS through the 48C program to support the construction and scale-up of ABTC’s first critical mineral battery recycling facility.

In September 2024, ABTC was selected for a competitively awarded $150 million grant from the U.S. Department of Energy to support the construction of ABTC’s second critical mineral battery recycling facility. This four-year grant supports the construction of a recycling facility designed to process 100,000 tonnes per year of battery material and to manufacture high purity critical mineral products and byproducts.

In March 2024, ABTC was selected for a competitively awarded investment tax credit for $40.5 million by the US Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program to support the construction and scale-up of ABTC’s second critical mineral battery recycling facility. This transferrable tax credit may be utilized directly by ABTC or sold and transferred to a third-party.

Industry Competition

ABTC recovers and manufactures several types of products and byproducts through its recycling processes and competes with two categories of producers of these critical minerals: competing recycling processors and facilities and primary producers of the battery materials.

Competing recycling processes and facilities are primarily located in the United States, Europe, South Korea, and China and employ various techniques for extraction of the contained battery metals. In general, processors that employ high-temperature thermal processes or shredding/solvent extraction techniques focus on the recovery of nickel and cobalt, with limited ability to recover lithium, manganese, or other metals. The Company’s process to extract each of the battery components enables the Company to extract additional value from the same amount of feedstock to enable low-cost and low-environmental operations.

Primary producers of lithium, nickel, cobalt, and manganese are distributed globally. Lithium production is largely located in the Americas, Australia, and Asia. Approximately two-thirds of cobalt production is sourced from the Democratic Republic of Congo. Nickel production is dominated by Indonesia, China, and Australia. Manganese production is concentrated in South Africa, Australia, and China.

The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply.

Primary Resource Development & Refining

In addition to its battery recycling operations, the Company has been designing and optimizing its internally developed sustainable lithium extraction process for the manufacturing of high purity lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information).

The Company has conducted geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize the resource and to quantify the performance of the lithium extraction and manufacturing operations. In parallel with the current exploration activities, the Company has designed, constructed, and is operating a multi-tonne per day integrated demonstration scale facility to process sedimentary resource from the project. This facility is intended to demonstrate the commercial viability of the Company’s extraction and refining processes.

The Company’s in-house developed extraction technologies do not require the inefficient evaporation ponds associated with conventional lithium-from-brine mining. Our extraction process utilizes a selective leaching process for the low-cost extraction of lithium from claystone sedimentary resources that allows for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production.

Industry Awards and Collaborations

In January 2021, ABTC was selected for a competitively awarded $2.3 million grant from the U.S. Department of Energy to support the design, construction, and operation of a multi-tonne per day integrated demonstration system for ABTC’s internally-developed technologies for the manufacturing of high-purity lithium hydroxide from domestic Nevada-based claystone resource. Through this project ABTC processed tonne-level quantities of claystone material from its lithium resource near Tonopah, Nevada, and manufactured large quantities of high-purity lithium hydroxide that have been delivered to global customers for evaluation.

In September 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the design, construction, and operations of the first train of ABTC’s commercial claystone-to-lithium hydroxide refinery near Tonopah, Nevada. This first train is designed to manufacture approximately 5,000 tonnes per year of lithium hydroxide, and the full facility is designed to manufacture 30,000 tonnes per year of lithium hydroxide.

In April 2025, ABTC was awarded a Letter of Interest from the U.S. Export-Import bank (“EXIM”) for a $900 million low-interest loan to support the expansion of ABTC’s claystone-to-lithium hydroxide refinery near Tonopah, Nevada from 5,000 to 30,000 tonnes lithium hydroxide per year capacity. ABTC and EXIM are currently undergoing due diligence efforts on this low-interest loan.

Industry Competition

Primary lithium production is concentrated in the Americas, Australia, and Asia. The lithium that is ultimately used by cathode manufacturers is required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply.

Employees

As of September 8, 2026, the Company had 191 full-time and 4 part-time employees. Additional workers may be hired on a contract basis as needed.

Available Information

We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. We make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at https://americanbatterytechnology.com/ as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC.

Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. References to “we,” “our,” or “us” generally refer to the Company, unless otherwise specified.

Summary Risk Factors

Risks Relating To Our Business

Our business is subject to numerous risks and uncertainties. The following is a summary of the principal risks we face:

• We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations.
• We have a limited operating history and have incurred substantial losses since inception, and we may never achieve or sustain profitability.
• We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations.

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• We depend on federal grants, cooperative agreements, and tax credits that are subject to conditions, milestones, appropriations, audit, suspension, and termination, and the loss or delay of these awards could materially impair our development plans.
• Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand.
• If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock.
• Our ability to achieve and sustain profitability depends heavily on volatile global metal prices—driven by global economic, political, and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price.
• A small number of customers account for a substantial majority of our revenue, and the loss of any of them, or a change in their purchasing practices, could materially reduce our revenue.
• Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for critical minerals could all negatively impact our revenues and operating results.
• We rely in part on third parties to collect, transport, and store lithium-ion battery feedstock that is regulated as hazardous material, and any accident, release, thermal event, or non-compliance in the supply chain could result in liability, penalties, and operational disruption.
• Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and in obtaining or maintaining insurance coverage.
• Substantially all of our operations are concentrated at a single recycling facility and a single exploration-stage project in Nevada, and any casualty, natural disaster, utility interruption, or other disruption at those locations could halt production.
• Physical effects of climate change, including drought and constraints on water availability in Nevada, and evolving climate-related disclosure and permitting requirements could increase our costs and delay our projects.
• Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations.
• We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business.
• We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results.
• Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities.
• Changes in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability.
• Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth.
• Export controls or trade restrictions on lithium, black mass, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions.
• Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company’s operations and financial results.
• There is no assurance that economically recoverable mineral reserves exist on our properties, and even though reserves have been identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.
• Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations.
• Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition.

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• If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies.
• Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Company’s business.
• A recently-issued federal directive may prevent us from exporting black mass to foreign customers, which would materially adversely affect our revenue, results of operations, financial condition, and ability to fund ongoing operations.

Risks Relating to Ownership of Our Securities

• We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders.
• Our common shares have experienced, and may continue to experience significant volatility, and the trading price of our common shares may decline regardless of our operating performance.
• We have identified material weaknesses in our internal controls over financial reporting (ICFR). If we fail to remediate the weaknesses and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected.
• Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.
• We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
• We may be required to record asset write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value.

Risks Relating to Our Business

We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations.

We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. We may need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We may also require capital in order to fully develop our recycling, extraction, and refining operations. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with capital partners, grants, government loans, and project financing of our recycling facilities. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.

We have a limited operating history and have incurred substantial losses since inception, and we may never achieve or sustain profitability.

We first generated revenue in the fourth quarter of fiscal year 2024 and have a limited operating history upon which investors may evaluate our business. We have incurred operating losses in each period since inception, including a net loss of $73.4 million for the fiscal year ended June 30, 2026, and we had an accumulated deficit of $333.5 million and negative cash flows from operating activities of $24.2 million as of and for that fiscal year. We expect to continue to incur significant expenditures to ramp our recycling operations and to advance the Tonopah Flats Lithium Project. Our ability to achieve and sustain profitability depends on increasing production volumes and realized prices while controlling costs, none of which can be assured. If we are unable to do so, we may be required to curtail operations, seek additional financing on unfavorable terms, or delay or abandon planned projects, and the value of our common shares could decline.

We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations.

We are engaged in the business of lithium-ion battery recycling through proprietary recycling technology. While lithium-ion battery recycling is an established business, most existing processes rely on bulk high-temperature processes or bulk shredding techniques. In contrast, we have developed a highly strategic recycling processing train that avoids these non-selective treatments of the full battery. Having commenced commercial operations, we are continuing to ramp up and expand production capacity within our current facility. The uniqueness of our process presents potential risks associated with scaling an unproven business model, and there can be no assurance that as we advance large-scale manufacturing and operations, we will not encounter unexpected costs or hurdles that could restrict our intended scale or negatively impact projected gross profit margins.

The Company is in the process of exploring and developing a mineral resource near Tonopah, Nevada, with the intent of progressing the project to mining and processing activities. The Company has no prior history of completing the development of a mining project or conducting mining operations. If found to be economically feasible, the future development of mineral resources will require the construction and operation of a mine, processing plant, and related infrastructure. While certain members of management have mining development and operational experience, the Company does not have any such experience as a collective organization. As a result of these factors, the Company’s future success is more uncertain than if it had a proven operating history.

If the Tonopah Flats project advances, the Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.

It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up, as well as delays in the early stages of mineral production.

We depend on federal grants, cooperative agreements, and tax credits that are subject to conditions, milestones, appropriations, audit, suspension, and termination, and the loss or delay of these awards could materially impair our development plans.

A significant portion of our planned capital program depends on federal awards, including the $57.7 million DOE cooperative agreement for a lithium hydroxide refinery, the $10.0 million DOE award for next-generation recycling technologies, the $143.6 million DOE award for a new recycling facility, and $60.0 million of tax credits selected under the through the Qualifying Advanced Energy Project Credits program (“48C program”). These awards are reimbursement-based, are conditioned on our satisfaction of technical, commercial, cost-share, reporting, and compliance requirements, and remain subject to governmental appropriations, audit, and unilateral action. On October 9, 2025, the DOE notified us that the $57.7 million grant was terminated effective as of the end of the budget period ending August 31, 2025; we appealed, and following a series of technical and commercial reviews the award was subsequently reinstated in its entirety. As of June 30, 2026, we had invoiced only 11% of eligible reimbursements under that award, 27% under the $10.0 million award, and 1% under the $143.6 million award, and we had not recognized any amounts in respect of the 48C program tax credits. There is no assurance that these awards will not again be terminated, suspended, reduced, descoped, or delayed, that we will satisfy the applicable conditions and milestones, that we will be able to fund the required cost share, or that we will realize the tax credits, and any such outcome could require us to curtail or abandon planned projects and would adversely affect our business and financial condition.

Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand.

The success of our lithium-ion battery recycling operations is fundamentally dependent on our ability to secure adequate quantities of spent lithium-ion batteries and other feedstock materials of sufficient quality and at economically viable prices. The availability of feedstock is subject to numerous factors beyond our control, including the growth rate of stationary energy storage batteries, electric vehicle adoption, battery replacement cycles, consumer and commercial battery disposal practices, competition from other recycling facilities, and the development of alternative disposal or reuse methods for spent batteries.

The quality and composition of feedstock can vary significantly depending on battery chemistry, age, usage patterns, and storage conditions prior to collection. Degraded, damaged, or contaminated feedstock may yield lower recovery rates of valuable materials, require additional processing steps, or result in higher operating costs, all of which could negatively impact our profitability. Additionally, the presence of foreign materials, different battery chemistries than expected, or hazardous contaminants in feedstock could disrupt our operations, require costly remediation, or pose safety and environmental risks.

The feedstock market is still developing, and pricing mechanisms and supply contracts are not yet standardized across the industry. We may face increasing competition for feedstock from other recycling facilities, battery manufacturers seeking to secure their own supply chains, and international buyers, potentially driving up feedstock costs. Furthermore, changes in battery technology, such as the development of longer-lasting batteries or alternative battery chemistries, could reduce the availability of feedstock or alter the economics of our recycling processes. If we are unable to secure adequate quantities of suitable feedstock at economically viable prices, our recycling operations may operate below capacity or become unprofitable, which could materially adversely affect our business and financial results.

If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock.

Our future business depends in large part on its ability to economically and efficiently source, recycle, and recover lithium-ion battery materials (including end-of-life batteries, manufacturing scrap, and third-party black mass) and to meet the growing market demand for an environmentally sustainable, closed-loop recycling solution. Although we have commenced operations at our McCarran, Nevada facility, we will need to continue to operate this facility and improve efficiency.

While we have developed and begun to implement our proprietary recycling processes at our McCarran location, we have not yet operated at full commercial scale to consistently produce and sell battery-grade materials. It is uncertain whether we will be able to develop and sustain efficient, automated, low-cost recycling capabilities and processes, or secure sufficient reliable sources of feedstock, in a manner that allows it to meet production standards, volumes, and costs necessary to achieve its business objectives. Even if we are successful in expanding production, we may not be able to do so without delays, cost overruns, or supply chain challenges, some of which may be outside of our control.

Our ability to manage costs over time may be limited in the near term by fixed expenses associated with facility operations, while long-term cost reductions will require ongoing investment to support growth and process improvements. Any failure to scale operations and achieve production and cost targets within projected timelines could have a material adverse effect on our business, results of operations, and financial condition.

Our ability to achieve and sustain profitability depends heavily on volatile global metal product prices—driven by global economic, political, and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price.

The ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed and enter full commercial operation, will be significantly affected by changes in the market price of global metal products. The market price of these products fluctuates widely and is affected by numerous factors beyond the Company’s control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, government policy and laws, interest rates, the rate of inflation and the stability of currency exchange rates, and other geopolitical and global economic factors. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from the Company’s projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the company may lose or fail to attract customers. The Company may not be able to effectively mitigate pricing risks for its products. Depressed pricing for the Company’s products will affect the level of revenue expected to be generated by the Company, which in turn could affect the value of the Company, its share price and the potential value of its properties.

A small number of customers account for a substantial majority of our revenue, and the loss of any of them, or a change in their purchasing practices, could materially reduce our revenue.

Revenue from five major customers accounted for approximately 86% of our revenue for the fiscal year ended June 30, 2026 and three major customers accounted for approximately 74% for the fiscal year ended June 30, 2025. Our sales are generally not supported by long-term, fixed-volume commitments, and our customers may reduce, delay, or discontinue purchases, seek price concessions, qualify alternative suppliers, or reject product that does not meet their specifications. The loss of, or a material reduction in purchases by, any one of these customers, or a disruption in our relationship with a significant supplier, could cause our revenue to decline materially, increase our credit exposure, and adversely affect our results of operations, financial condition, and cash flows.

Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for critical minerals could all negatively impact our revenues and operating results.

The Company’s operations are subject to all the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties. The Company strives to implement comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Company’s workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, risks associated with the Company’s planned operations include fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, landslides, earthquakes, industrial accidents and explosions, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics.

We may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake, remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant.

We rely in part on third parties to collect, transport, and store lithium-ion battery feedstock that is regulated as hazardous material, and any accident, release, thermal event, or non-compliance in the supply chain could result in liability, penalties, and operational disruption.

We depend on third-party collectors, brokers, carriers, and storage providers to aggregate and deliver end-of-life batteries, manufacturing scrap, and black mass to our facility. Spent lithium-ion batteries and related materials are subject to extensive hazardous materials, waste, and transportation regulation, including requirements administered by the U.S. Department of Transportation and analogous state authorities, and are susceptible to thermal runaway, fire, and the release of hazardous substances during handling, packaging, transport, and storage. We do not control the operations or compliance practices of these third parties. An accident, release, fire, or regulatory violation in our inbound or outbound supply chain, or the loss of a significant logistics provider, could expose us to personal injury, property damage, remediation, and third-party claims, result in fines or the suspension of shipments, increase our insurance and freight costs, damage our reputation, and interrupt our ability to receive feedstock or deliver product.

Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and obtaining or maintaining insurance coverage.

Our operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of lithium-ion batteries and exploration for, and the development and operation of, mineral properties. Depending on how any particular operation is structured, our operations and related facilities will have to obtain environmental permits or approvals to operate, including those associated with, among other things, air emissions, water discharges, waste management and storage, and exploration and development of mineral properties on federal lands and related processing facilities. We may face opposition from local residents or public interest groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects. Additionally, there can be no certainty that current permits will be maintained, permitting changes will be approved, estimated permitting timelines will be met, estimated costs will be accurate, or additional permits or approvals required to carry out recycling, extraction and refining will be obtained. There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected timelines of the Company’s projects and consequently have a material adverse effect on the Company’s prospects and business.

While the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons. Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company or may not be continued by insurers for reasons not solely within the Company’s control. The Company maintains liability insurance in accordance with industry standards. However, losses from uninsured and underinsured liabilities have the potential to materially affect the Company’s financial position and prospects.

Substantially all of our operations are concentrated at a single recycling facility and a single exploration-stage project in Nevada, and any casualty, natural disaster, utility interruption, or other disruption at those locations could halt production.

All of our revenue-generating operations are conducted at our recycling facility in McCarran, Nevada, and our principal mineral property interests are concentrated at the Tonopah Flats Lithium Project in Nye and Esmeralda Counties, Nevada. We do not maintain redundant processing capacity at an alternative site. A fire, thermal runaway event, explosion, equipment failure, extended power or water interruption, labor disruption, earthquake, flood, wildfire, or other casualty or force majeure event affecting these locations, or the loss of a permit or a governmental order suspending operations, could interrupt or halt production for an extended period. Our insurance may not be available on commercially reasonable terms, may not cover all losses, and may not compensate us for lost revenue or the costs of resuming operations, and any such interruption could have a material adverse effect on our business, results of operations, and financial condition.

Physical effects of climate change, including drought and constraints on water availability, and evolving climate-related disclosure and permitting requirements could increase our costs and delay our projects.

Our recycling and planned refining and mining operations require reliable access to water and power in an arid region of Nevada, and we depend on a limited portfolio of acquired water rights, including an 18.45 acre-foot annual portion of the Truckee-Carson Irrigation District and water rights purchased in the City of Fernley. Prolonged drought, reduced snowpack, changes in the administration or curtailment of water rights, extreme heat, wildfire, or severe precipitation and flooding events could restrict our operations, increase our operating and capital costs, and delay permitting and construction. In addition, federal and state climate-related disclosure, greenhouse gas, and permitting requirements continue to evolve and may impose additional compliance obligations and costs on us, and we may be subject to increased scrutiny or litigation concerning our environmental practices and the environmental benefits attributed to our products and processes. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition.

Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations.

The Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk management activities are currently limited to monitoring market prices. The Company’s future revenues, if any, are sensitive to the market prices of the metals contained in its planned products.

The Company’s projects are highly dependent on the demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles, stationary energy storage systems, and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected. This would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. These circumstances could limit the quantity of customers and prices paid for our products. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.

We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business.

The Company is concurrently overseeing the advancement of our major critical mineral projects. Working to advance these projects requires dedication of considerable time and resources by the Company and its management team. The advancement of the projects concurrently brings with it the associated risk of strains on managerial, human and other resources. The Company’s ability to successfully manage each of these processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects.

The Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance of key officers, employees, and consultants who have advanced the Company to its current stage of development and contributed to its potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts its operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to the Company and its operations in the current climate. Any prolonged inability to retain key individuals, or to attract and retain new talent as the Company grows, could have a material adverse effect upon the Company’s growth potential and prospects.

Additionally, the Company has not purchased any “key-man” insurance for any of its directors, officers, or key employees and currently has no plans to do so.

We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results.

The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, because of its status as a publicly traded company and because of its mining exploration and development business. Litigation related to environmental and climate change-related matters, the Company’s environmental practices, the environmental benefits of the Company’s products or services, ESG disclosure, and securities class actions arising from share price volatility is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little or no merit.

Litigation may be costly and time-consuming and can divert the attention of management and key personnel away from day-to-day business operations. The Company and its projects are, from time to time, subject to legal proceedings or the threat of legal proceedings. If the Company were to be unsuccessful in defending any such claims against it, or unable to settle claims on a satisfactory basis, the Company may be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on the Company’s business and financial condition. To the extent the Company is involved in any active litigation, the outcome of such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings at a given time.

Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities.

Lithium has become central to national security strategies focused on energy independence and technological competitiveness, particularly in the context of electric vehicle adoption and renewable energy storage. The ongoing strategic competition between the United States, China, and other major powers has resulted in increased scrutiny of critical mineral supply chains, with governments implementing policies to reduce dependence on foreign sources and secure domestic supply chains. This competition may limit our ability to engage in business relationships with companies from certain countries, access international markets, or utilize the most cost-effective suppliers and partners regardless of their geographic location.

Changes in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability.

The Company’s operations and profitability may be significantly impacted by changes in international trade policies, tariffs, and trade disputes. As a lithium recycling and mining company, we may be subject to tariffs on imported equipment, raw materials, or components necessary for our operations. Additionally, retaliatory tariffs imposed by other countries could affect demand for our products or increase costs of doing business internationally. Changes in trade relationships, particularly between the U.S. and major lithium-producing countries like China, could disrupt supply chains, increase operational costs, or limit market access. The Company has limited ability to mitigate these risks, and significant changes in trade policy could materially adversely affect our business, financial condition, and results of operations.

Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth.

Government policies regarding critical minerals are subject to frequent changes based on national security priorities, supply chain assessments, and political considerations. Changes to critical minerals lists, or government funding priorities related to commercial facilities for the mining or manufacturing of critical minerals, could affect our eligibility for government incentives, grants, or preferential treatment in government procurement. The termination of existing grants or the modifications of programs such as the Defense Production Act, the Infrastructure Investment and Jobs Act, or the Inflation Reduction Act could impact available funding, tax incentives, or regulatory streamlining that we currently benefit from or expect to benefit from in the future. Additionally, changes in government priorities or budget constraints could further result in the elimination or reduction of programs that support domestic critical mineral production and processing.

Export controls or trade restrictions on lithium, black mass, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions.

Governments may impose export controls, licensing requirements, or outright bans on the export of lithium and related materials, processing equipment, or technology. Such restrictions could limit our access to international markets for our products, prevent us from sourcing equipment or materials from certain countries, or restrict our ability to engage in technology transfer or joint ventures with foreign partners. The extraterritorial application of export controls by various countries could also create compliance conflicts where adherence to one country’s export control regime violates another’s requirements.

Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company’s operations and financial results.

Mineral Resources and Mineral Reserves figures are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes. Estimates may also need to be revised based on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine plans of operation. Any material decreases in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, its business, results of operations and financial position.

Any estimates of Inferred Mineral Resources are also subject to a high degree of uncertainty and may require a significant amount of exploration work to determine if they can be upgraded to a higher confidence category. Risks associated with upgrading the Tonopah project to a higher confidence category include the accuracy of fault modeling and offset of lithium-hosting lithologies on western-side of mineral resource, the lack of project-specific lithologic density data, the accuracy of processing cost used in the pit optimization to define the resource which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource cut-off grades.

There is no assurance that economically recoverable mineral reserves exist on our properties, and even though reserves have been identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.

We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even though reserves have been confirmed on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.

Even though we have discovered a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.

Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations.

The regulatory landscape governing battery recycling and extended producer responsibility (EPR) is rapidly evolving at both federal and state levels. Many states are considering or have implemented EPR programs that require battery manufacturers to take responsibility for the end-of-life management of their products, including collection, recycling, and proper disposal. While such regulations could increase the availability of feedstock for our recycling operations, they may also impose new compliance obligations, reporting requirements, and operational standards on recycling facilities. Changes to battery transportation regulations, hazardous waste classifications, or recycling performance standards could require costly modifications to our operations or result in penalties for non-compliance. Additionally, regulations mandating specific recycling rates, recovery efficiencies, or product quality standards could affect the economics of our recycling operations.

Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition.

Changes to U.S. tax laws could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

We are subject to review and audit by U.S. federal, state, local tax authorities. Tax authorities may disagree with or challenge tax positions we take, which if successful could harm our business. We may be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal, state or local tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles, changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period. In the future, the company may also be subject to foreign jurisdictions where tax law changes may pose a similar risk.

If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies.

The Company relies on the ability to protect its intellectual property rights and depends on patent, trademark and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also a risk that the Company’s competitors could independently develop similar technology, processes or know-how; that the Company’s trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will be broad enough to protect the Company’s intellectual property rights; or, that foreign intellectual property laws will adequately protect such rights. The inability to protect the Company’s intellectual property could have a material adverse effect on the Company’s business, results of operations and financial condition. Additionally, the applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other agreement, rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at all.

Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Company’s business.

Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic. A cybersecurity attack has the potential to compromise the business, financial and other systems of the Company, and could go unnoticed for some time. Risks associated with cybersecurity threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, privacy and confidentiality breaches, and increased costs and time to prevent, respond to or mitigate cybersecurity incidents. The Company has implemented a cybersecurity policy and provided training to its personnel as mitigation measures. System and network maintenance, upgrades and similar best practices are also followed. However, despite these measures, the occurrence of a significant cybersecurity incident could have a material adverse effect on the Company’s business and result in a prolonged disruption to it.

A recently-issued federal directive may prevent us from exporting black mass to foreign customers, which would materially adversely affect our revenue, results of operations, financial condition, and ability to fund ongoing operations.

A recently-issued federal directive (the “Directive”), which became effective on August 27, 2026, essentially prohibits the export of black mass by any domestic company from the United States, unless an exception or adjustment is obtained from the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). The Directive will remain in effect for approximately one year from the date of publication. Sales of black mass represent the majority of the Company’s total revenue, and substantially all of its current black mass customers are located outside the United States in OECD countries. The Company has submitted a request to BIS for an exception from the Directive’s domestic allocation requirement and is actively engaging with Congressional representatives, government affairs advisors, and other stakeholders regarding this matter, but it cannot predict the outcome of these efforts. There can be no assurance that the Company’s request for an exception will be granted, that any exception will be granted on terms that are commercially favorable to the Company, or that any exception will be granted within a timeframe that avoids material disruption to its business and operations. If the Company is unable to obtain an exception or other relief from the Directive, or if any exception is subject to conditions that are commercially impracticable, the Company may be unable to sell black mass to all of its foreign customers. The loss of its foreign black mass sales revenue would have a material adverse effect on the Company’s revenue, results of operations, financial condition, cash flows, and ability to fund ongoing operations and growth initiatives. The Company may be required to seek alternative income sources, reduce operating costs, or pursue additional financing. Additionally, even if the Company is able to identify and develop domestic customers for black mass over time, such development efforts may take considerable time, and the terms of domestic sales may be significantly less favorable than existing international arrangements. See Note 19, “Subsequent Events,” to the consolidated financial statements.

Risks Relating to Ownership of Our Securities

We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders.

We may issue additional common shares or other equity securities in the future in connection with capital raises, acquisitions, repayment of indebtedness, or grants under the Company’s 2021 Retention Plan (“the Retention Plan”), in many cases without shareholder approval. We are actively exploring financing options and strategic alternatives, and any fundraising through equity or convertible debt could result in significant dilution to existing shareholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares.

We may issue common shares upon conversion, redemption, or exercise of related equity securities. We may also issue common shares upon the exercise of outstanding warrants.

The issuance of additional equity securities could:

• decrease our existing shareholders’ ownership percentage;
• reduce the amount of cash available per share, including for potential future dividends;
• diminish the relative voting strength of previously outstanding shares; and
• negatively affect the market price of our common shares.

Our common shares have experienced and may continue to experience significant volatility, and the trading price of our common shares may decline regardless of our operating performance.

The market price of the stock of a publicly traded company is affected by a number of variables, many of which are outside the Company’s control. Such factors include: the general condition of markets for resource stocks, and particularly for stocks of lithium exploration and development companies and other battery-metals stocks; the general strength of the economy; the availability and attractiveness of alternative investments; analysts’ recommendations and their estimates of financial performance; investor perception and reactions to disclosures made by the Company, and by the Company’s competitors; future securities sales; reputational risks of the Company; and the breadth of the public markets for the stock. Investors could suffer significant losses if the Company’s common stock is depressed or illiquid when an investor seeks liquidity.

We have identified material weaknesses in our internal controls over financial reporting (ICFR). If we fail to remediate the weaknesses and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected.

Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. Because we failed to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the SEC, reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock price to drop.

Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.

As a public reporting company, we are subject to the information and reporting requirements of the Exchange Act, and other federal securities laws, rules and regulations. Complying with these laws and regulations requires more time and attention from our Board of Directors and management and requires additional employees compared to a privately-held company. In addition, the costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports to stockholders, maintaining more comprehensive compliance functions, policies and procedures, and corporate governance, are greater than that of a privately-held company.

If we fail to satisfy the continued listing requirements of The Nasdaq Stock Market, our common stock could be delisted, which would reduce liquidity and could impair our ability to raise capital.

Our common stock is listed on The Nasdaq Capital Market under the symbol “ABAT.” To maintain that listing we must satisfy continued listing standards, including minimum bid price, stockholders’ equity or market value, publicly held shares, market maker, and corporate governance requirements. Our share price has been volatile, and we rely substantially on equity issuances to fund our operations. If we fail to satisfy any applicable standard and are unable to regain compliance within any cure period, our common stock could be suspended or delisted. Delisting would likely reduce the liquidity and market price of our common stock, limit the willingness of institutional investors and market makers to trade in our securities, impair our eligibility to use short-form registration statements and our at-the-market program, and make it more difficult and more expensive for us to raise capital.

We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.

The Company has not paid dividends on its Common Shares since incorporation. The Company anticipates that it will retain its earnings and other cash resources for future operations and the ongoing development of its business. As such, the Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board, which will consider many factors including the Company’s operating results, financial condition and anticipated cash needs.

We may be required to record asset write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value.

We make certain accounting estimates and projections in connection with our impairment analysis for long-lived assets in accordance with applicable accounting guidance. An impairment charge may be required if the impairment analysis indicates that the carrying value of an asset exceeds the sum of the expected undiscounted cash flows of the asset. The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Company estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial results could be negatively affected.

Provisions of our charter documents, our authorized but unissued preferred stock, and Nevada law could delay or prevent a change of control and may depress the market price of our common shares.

Our amended and restated articles of incorporation authorize 1,666,667 shares of preferred stock issuable in one or more series, and our Board of Directors is authorized to fix the voting rights, designations, preferences, and other terms of each series without stockholder approval. The issuance of preferred stock with voting or other rights senior to our common stock could adversely affect the voting power and other rights of holders of our common stock and could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management. In addition, we are a Nevada corporation and are subject to Nevada statutes governing combinations with interested stockholders and the acquisition of controlling interests, which may further discourage, delay, or prevent a transaction that stockholders might otherwise consider favorable, including a transaction at a premium to the then-current market price of our common shares.

Risk Management and Strategy

We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized occurrences on or through both our physical systems and electronic information systems, that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and business and personal information that we collect, process and store as part of our business, including on behalf of third parties. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions.

As part of our risk management process, we conduct application security assessments, vulnerability management, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We are implementing a plan to require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs at least annually.

Governance

We have a unified and centrally coordinated team, led by our Chief Operating Officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company. In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying and managing cybersecurity risks.

Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are reviewed by the Board of Directors.

The board of directors oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations and related risks. They also oversee the response to any significant cybersecurity incidents. Our Chief Operating Officer, who has extensive cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at the Company and reports directly to the Chief Executive Officer.

For additional information regarding risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K.

The Company is engaged in the operation of a critical mineral recycling facility to recycle end-of-life lithium-ion batteries, the design and construction of a second recycling facility for the recycling of lithium-ion batteries, and in the development and construction of a mine and refinery for the manufacturing of high-purity lithium from its lithium-bearing claystone unpatented mining claims. To do so, the Company owns or holds long-term leases on multiple properties, all located within the United States, along with leases on laboratory facilities that support our research and development functions. In addition, the Company holds rights to certain assets, which facilitate the effective use of our properties. We believe that all of our properties and facilities are well maintained, effectively used, and are adequate for operating our business. Information regarding significant properties operated by us is outlined below.

Corporate Headquarters

The Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA. The office space consists of approximately 5,831 square feet and the lease expires November 30, 2027.

Critical Mineral Recycling Operations

McCarran, Nevada – Recycling Facility

The Company purchased a facility in August 2023 to implement its internally-developed critical mineral recycling technologies in the Tahoe-Reno Industrial Center, located at 2500 Peru Drive, McCarran, Nevada. The facility houses the Company’s first-of-kind integrated battery recycling system which utilizes a strategic de-manufacturing and targeted chemical extraction train to recover domestic critical minerals with high yields, low cost, and with a low impact footprint. These processes are fundamentally different than conventional methods of battery recycling, which utilize high temperature furnaces, such as smelters, or non-strategic shredding or grinding systems.

As the Company ramps up operations of its integrated recycling processes, the facility is being commissioned in phases. The first phase is currently installed and is operated, which mechanically processes battery materials into products including copper, aluminum, steel, a lithium intermediate, and a black mass intermediate material. In the second phase, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products.

McCarran, Nevada – Recycling Storage Facilities

On June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada. The Company utilizes this property for the storage of feedstock, products, and other materials.

On January 14, 2026, the Company purchased approximately 5.76 acres of industrial-zoned land in McCarran, Nevada. The Company intends to utilize this property for supplemental storage of feedstock, product, and other materials.

Fernley, Nevada – Recycling Facility

On August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified Opportunity Zone. The Company began construction of a recycling facility before prioritizing the new location in McCarran, Nevada.

On June 30, 2025, the Company classified this land and a partially constructed facility at this Fernley, Nevada location as assets held for sale. On July 28, 2025, a potential buyer for such property terminated the purchase agreement governing such proposed sale. During fiscal year 2026, the Company is making improvements to the property, including working towards securing the final certificate of occupancy and completing additional upgrades. The property, with a carrying value of approximately $7.0 million, was reclassified into property and equipment as construction in progress during the fiscal year ended June 30, 2026.

Water Rights

The Company purchased water rights in the City of Fernley, Nevada for $3.8 million. The Company allocated approximately $0.1 million of water rights to the Company’s Fernley plant.

The Company’s acquisition of the commercial-scale battery recycling facility at the Tahoe-Reno Industrial Center included water rights valued at $0.8 million and are described as an 18.45 acre-foot/year portion of the Truckee-Carson Irrigation District, Serial Number 1081-A-1.

These have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration date.

Laboratory Facilities

To support the development of both its critical mineral recycling and claystone-to-lithium technologies, the Company operates out of two laboratory facilities:

Nevada Center for Applied Research - Reno, Nevada

The Company leases laboratory and office space from the University of Nevada, Reno. As of June 30, 2026, the Company occupies 2,889 square feet at the Nevada Center for Applied Research (“NCAR”). The laboratory space is used to advance the Company’s in-house, first-of-kind developed battery metals extraction technologies for both the recycling of spent batteries and for the manufacturing of primary battery metals from domestic-based resources.

Greentown Labs - Somerville, Massachusetts

The Company is a member of and occupies space in Greentown Labs, which is the largest clean technology incubator in North America. The Company has access to both desk and lab space at the facility. The Company was afforded this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership with BASF, one of the world’s leading chemical companies.

Tonopah Flats Lithium Project (“TFLP”)

Property Area and Claim Type

The area where Tonopah Flats Lithium Project (“TFLP”) is located is known for its unique sedimentary claystone resources. The Tonopah Flats property consists of 631 unpatented Federal lode mining claims covering approximately 13,037 acres and is centered at 38.1099° North Latitude and 117.3479° West Longitude. The Company owns 100% of the claims comprising the Tonopah Flats property. Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America. Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government. The 631 unpatented lode claims include rights to all locatable subsurface minerals.

The project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway 6. The project has other necessary infrastructure nearby including access to power, additional road access, and water. In addition, there is an available workforce in Tonopah and the surrounding area.

On September 1, 2021, the Company signed an exploration agreement with 1317038 Nevada Ltd., which gave the Company exclusive access to explore 305 Unpatented Lode Claims in the Tonopah Mining District (“Tonopah Flats”) in Nye and Esmeralda Counties, Nevada. The agreement gave the Company the right to explore the claims for critical battery materials. The agreement also gave the Company the option to purchase the Claims upon expiration of the exploration agreement. The Company completed its preliminary surface sampling of the property in February 2022 and proceeded with an exploration drilling program. In July 2022, the Company exercised the option to acquire the rights to those claims. In addition to signing the exploration agreement mentioned above, the Company also staked additional claims in the region surrounding the claims included in the agreement.

The TFLP is one of the largest identified lithium resources in the United States, and in September 2025 the Company published a Pre-Feasibility Study (“PFS”) (full report available at; https://americanbatterytechnology.com/wp-content/uploads/ABTC\_Pre-FeasibilityStudy\_2025.pdf) that details inferred, indicated, and measured resources and proven and probable reserves at this property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves. The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM. Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project.

In June 2025, the TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project for streamlined federal permitting. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. The project is featured on the FAST-41 Permitting Dashboard.

TFLP Exploration and Geotechnical Drilling

To date there have been several drill programs conducted at the TFLP consisting of a total of 38 exploration and/or geotechnical drill holes. The 2025 drill program was initiated to further inform the Mine Plan of Operations and provide geotechnical data for pit slope stability and waste rock storage facilities. Drillholes TF25-GT1 through TF25-GT8 were drilled by True North Drilling (“True North”) of San Tan Valley, Arizona between January 2025 and February 2025. Total footage for this program was 2,056.5 meters in eight holes.

The holes were advanced utilizing a Torque Drill TD9000D track-mounted rig by conventional wireline core drilling methods using 3 m, HQ diameter equipment. Water was injected continuously during drilling. Each drillhole collar location was recorded with a survey grade GPS RTK unit accurate to 1 cm. Holes were drilled at angles ranging from –80 to -60 degrees and ranged from 233 to 300 m in depth. Various downhole surveys were collected during this program. A map of the eight drillholes is shown below.

True North recovered core on 3 meter runs unless broken ground or difficult drilling conditions made shorter runs necessary. The drillers stored all recovered core in wax-coated core boxes. The drillers recorded drill-run lengths and recoveries on wooden blocks placed between runs in the core boxes. Redrilled or reamed core was identified by the drillers and that information relayed to the onsite geologists.

Core boxes were transported daily by the drillers or ABTC staff to the secure core logging facility in Tonopah. ABTC geologists logged the core, recording core recovery, rock quality designation, lithology, rock alteration, veining, and geological structures. The core was also logged by Barr Engineering Co. engineers for geotechnical analysis and select samples taken for laboratory analysis, and after logging but before splitting, geologists or technicians sprayed the whole core with water and photographed it.

ABTC geologists or technicians saw-split the drill core at a workstation at the core logging facility. One half-core was retained for reference. The other half-core was bagged and labeled for analysis and was prepared for transport to the laboratory.

25

Mineral Resource Estimate

The mineral resources for Tonopah Flats described and tabulated in the PFS are classified as Measured, Indicated, and Inferred in accordance with SK-1300 and were estimated to reflect potential open-pit extraction. These resources were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein.

Tonopah Flats Lithium Project – Lithium Mineral Resources Estimate

as of End of Fiscal Year Ended June 30, 2026

a) The estimate of mineral resources was completed by ABTC and Dahrouge

b) The effective date of the mineral resource estimate is September 4, 2025. The qualified person(s) who prepared the estimate are Daniel R. Palo (Barr Engineering Co.), Jeffrey Woods (Woods Process Services, LLC), and Jacob Anderson (Dahrouge Geologic Consulting Ltd.).

c) Tonopah Flats resources are classified as Measured, Indicated, and Inferred

d) Mineral resources comprised all model blocks at a 300 parts per million (ppm) tonne Li cut-off that lie within an optimized pit

e) Lithium hydroxide monohydrate (LHM) tonnes were calculated using a factor of 6.0459

f) Mineral resources that are not mineral reserves do not have demonstrated economic viability

g) Mineral resources potentially amenable to open pit mining methods are reported using a lithium hydroxide monohydrate price

h) of US$22,000/t, assumed metallurgical recoveries of 48% for Li, mining costs of US$2.70/t mined, processing costs of

i) US$7.50/t processed, minimum grade of 300 ppm lithium within claystone, and general & administrative costs of US$0.83/t

j) processed, and a 45,000-tpd processing rate.

k) Rounding may result in apparent discrepancies between tons, grade, and contained metal content

ktonnes = kilotonnes

LHM = lithium hydroxide monohydrate

ppm = parts per million

Mineral Reserves Estimate

In addition to its mineral resources, the TFLP also contains classifications of mineral reserves that are tabulated in the PFS as Proven and Probable, in accordance with SK-1300, and were estimated to reflect potential open-pit extraction. These reserves were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics.

Tonopah Flats Lithium Project – Lithium Mineral Reserves Estimate

as of End of Fiscal Year Ended June 30, 2026

Capital and Operating Costs

Mining and refining operating costs were estimated and presented in the PFS. The mining operating costs were itemized by mining, ore handling, tails handling, and backfill costs. The refining operating costs were itemized by energy, chemical consumables, and labor.

Net operating costs are estimated to be $15.45/ton processed or $5,720 per ton of LHM. The life of mine operating cost summary is presented in the table below.

Overview of Mining Operating Costs

Overview of Refining Operating Costs

ABTC and Barr created a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs presented. Only Measured and Indicated mineral resources were used to create the revenue stream. The PFS limits the TFLP to a mine life of 45 years for approximately 599.8 Mt with an average of 805 ppm Li grade processed and a total recovery including beneficiation, extraction, and refining of 48%. With $2.0 billion in initial capital costs, processing costs of $4,307/t of LHM, overall operating costs of $6,994/t of LHM produced, and average production of 30,000 tpa of LHM, this project is estimated to have a $2.57 billion after-tax net present value (NPV) at an 8% discount rate. At a discount rate of 10%, the after-tax net NPV is $1.75 billion. The project has a 21.8% Internal Rate of Return (IRR) and 7.5-year payback of initial capital. Mineral resources that are not categorized as reserves do not have demonstrated economic viability.

Mineral Rights and Annual Property Holding Costs

Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America, under the administration of the U.S. Bureau of Land Management (“BLM”). Under the Mining Law of 1872, which governs the location of unpatented mining lode claims on federal lands, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government, and subject to the surface management regulation of the BLM. The 631 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of $200 per claim are the only Federal payments related to unpatented mining lode claims. The annual property holding costs, including claim fees and county recording fees total $134,108 which include Annual Federal Claim Fees of $126,200 and Annual County Recording Fees for Notice of Intent to Hold of $7,908. Surface rights sufficient to explore, develop, and mine on the unpatented mining lode claims are inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state and federal environmental regulations.

Significant Encumbrances and Permitting

The Tonopah Flats property is owned 100% by the Company with no significant encumbrances or agreements such as leases, options, or purchase payments known and there are no royalties associated with the property. Tonopah Flats is an exploration stage property and is currently operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and environmental permitting. Key BLM permits and bonding for these activities are in place and include:

• BLM Notice of Operations NVN-100850
• The reclamation bonds associated with the above activities are:
• Exploration Bond #4969389 current obligation - $59,646

The BLM Nevada State Office currently holds BLM cash bond number 4969389 with the Company as principal, in the amount of $59,646. The bond provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface disturbance for the exploration permits as of June 30, 2026 is approximately 4.98 acres. The Company is currently in compliance with all issued permits.

Internal Controls

We have internal controls for reviewing and documenting the information supporting the exploration, describing the methods used, and ensuring the validity of the results. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to conduct exploration is prepared and certified by appropriate QPs and is subject to our internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of the exploration. Calculations using these criteria are reviewed and validated by the QP. We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources resulting from these risks could have a material effect on future profitability.

We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial statements; however, we cannot predict the final disposition of such proceedings. To the extent that previously disclosed, pending proceedings are no longer described herein, such pending proceedings are no longer regarded as material.

Forward-Looking Statements

You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Form 10-K. The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities laws.

Overview

American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.

To implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), consumer electronics industries, and manufactures several types of recycled products and byproducts. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and has achieved continued growth in production volumes and revenue through June 30, 2026.

The development and demonstration of these recycling technologies was supported by a competitively awarded grant from the U.S. Advanced Battery Consortium, which consists of General Motors, Ford Motor Company, Stellantis NV, and the US Department of Energy. The continued expansion of this facility is also supported by a competitively awarded $19.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC was selected for an additional $10.0 million competitively awarded grant by the U.S. Department of Energy to demonstrate, optimize, and construct commercial implementations of ABTC’s next generation of advanced critical mineral separations and processing manufacturing technologies.

With the successful operations of ABTC’s first critical mineral recycling facility with a design processing rate of approximately 20,000 tonnes per year, ABTC was awarded a competitive $150 million grant from the U.S. Department of Energy to support the construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year. The construction of this second facility is also supported by a competitively awarded $40.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC has been performing due diligence on several prospective locations for this second facility throughout the southeastern US.

In addition to its critical mineral recycling facilities, ABTC is also developing TFLP, one of the largest identified lithium resources in the United States. In September 2025, ABTC published a Pre-Feasibility Study (PFS) for this project that details the inferred, indicated, and measured resources and proven and probable reserves at this claystone property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (LHM) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves (Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project). The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM.

To demonstrate the performance of ABTC’s internally-developed claystone-to-lithium hydroxide technologies, ABTC was awarded a competitive $2.3 million grant from the U.S. Department of Energy to construct and operate a multi-tonne per day integrated demonstration facility. ABTC has constructed and operated this demonstration facility and processed tonne-level quantities of claystone from ABTC’s claystone property near Tonopah, Nevada, and manufactured high-purity battery grade lithium hydroxide product that has been delivered to global customers for evaluation and qualifications.

ABTC is currently developing a mine and refinery at the TFLP for the manufacturing of 30,000 tonnes of high purity critical mineral lithium hydroxide per year. In October 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the construction of the first 5,000 tonnes lithium hydroxide per year processing train at this facility.

In October 2025, the DOE notified the Company that the $57.7 million cooperative agreement for the lithium hydroxide refinery was terminated. The Company appealed, and following a series of technical and commercial reviews, the DOE reinstated the award in its entirety in January 2026, with no change to funds awarded or to technical and commercial milestones. The temporary termination and reinstatement did not result in a material change to the Company’s project timeline or capital program. See Note 5 to the consolidated financial statements.

As this prospective mine and refinery are located on land managed by the U.S. Bureau of Land Management (BLM), ABTC works closely with the federal government on the permitting, design, and operations of this facility. In June 2025, ABTC’s TFLP was selected by President Trump’s National Energy Dominance Council (NEDC) and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project.

Fiscal Fourth Quarter 2026 Financial Highlights:

• Revenue was $8.2 million for the three months ended June 30, 2026, as compared to $2.8 million for the three months ended June 30, 2025.
• Total cost of goods sold was $6.9 million for three months ended June 30, 2026, compared to $5.3 million for the three months ended June 30, 2025. Cost of goods sold for the three months ended June 30, 2026 included non-cash items, of depreciation of $0.7 million and stock-based compensation of $0.2 million. Excluding these non-cash items cash cost of goods sold (a non-GAAP measure) for the three months ended June 30, 2026 was $6.0 million. Cost of goods sold for the three months ended June 30, 2025 included non-cash items of depreciation of $1.0 million and stock-based compensation of $0.2 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the three months ended June 30, 2025 was $4.1 million.

A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the three months ended June 30, 2026 was as follows:

• Gross margin for the three months ended June 30, 2026 of $1.3 million compared to gross loss of $2.6 million for the three months ended June 30, 2025.

Fiscal Year 2026 Financial Highlights:

• Revenue was $21.7 million for the fiscal year ended June 30, 2026, a 407% increase over the $4.3 million for the fiscal year ended June 30, 2025.
• Total cost of goods sold was $24.8 million for the fiscal year ended June 30, 2026, compared to $14.9 million for the fiscal year ended June 30, 2025. Cost of goods sold for the fiscal year ended June 30, 2026 included non-cash items of depreciation of $3.7 million and stock-based compensation of $1.1 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the fiscal year ended June 30, 2026 was $20.0 million. Cost of goods sold for the fiscal year ended June 30, 2025 included non-cash items of depreciation of $3.6 million and stock-based compensation of $0.8 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the fiscal year ended June 30, 2025 was $10.5 million.

A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the fiscal year ended June 30, 2026 was as follows:

Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP.

• At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million.
• The Company had no outstanding debt as of June 30, 2026.

Components of Statements of Operations

The following table sets forth the Company’s operating results for the periods indicated:

Revenue

During the fiscal year ended June 30, 2026 and 2025, our revenue was $21.7 million and $4.3 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for our products and byproducts during the current-year period.

Cost of Goods Sold

Cost of goods sold during the fiscal years ended June 30, 2026 and 2025 were $24.8 million and $14.9 million, respectively. The increase in cost of goods sold was primarily driven by an increase in feedstock costs of $4.1 million to support higher volumes of throughput, an increase of $3.7 million in compensation, as we hired to support expanded production capacity, and an increase in facility absorption costs of $2.2 million as production volume increased.

Operating Expenses

During the fiscal year ended June 30, 2026, the Company incurred $71.6 million of total operating expenses compared to $31.4 million of total operating expenses during the fiscal year ended June 30, 2025. The increase is primarily due to the items described below:

General and administrative expenses consist primarily of personnel, stock-based compensation, office expenses, legal and accounting fees, recruiting, business development, public relations, and facility-related costs. For the fiscal year ended June 30, 2026, general and administrative expenses were $51.6 million, an increase of $30.5 million compared with the prior-year period. The increase was primarily attributable to a $29.4 million increase in value of stock-based compensation expense. A majority of the increase is related to the fiscal year 2026 executive performance-based awards recognized in the fiscal year upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of awards during fiscal year 2026, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year.

Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal years ended June 30, 2026 and 2025, were $17.9 million and $8.5 million, respectively. The increase was primarily driven by higher payroll costs of $4.5 million related to expansion of engineering and technical teams to support production ramp-up, increased stock-based compensation of $2.4 million from new hires and fiscal year 2026 performance awards, an increase in legal expenses of $0.5 million related to site selection, and increased depreciation expense of $0.4 million.

Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses remained relatively consistent year-over-year totaling $2.1 million for the fiscal year ended June 30, 2026, compared to $1.8 million during the same period in the prior year.

Other Income (Expense)

Other income was $1.3 million in the fiscal year ended June 30, 2026, versus other expense of $4.7 million in the prior year. This $6.0 million change resulted principally from an increase in interest and other income of $1.5 million resulting from significantly higher cash balances throughout fiscal 2026, a $3.5 million reduction in amortized financing costs, and the absence in fiscal 2026 of the following items in fiscal 2025: a $1.4 million credit loss on a receivable pursuant to a share purchase agreement; $1.2 million in losses on a private placement and extinguishment of debt; and $1.6 million in gains recognized for changes in fair value of a derivative liability and liability classified financial instruments.

Liquidity and Capital Resources

At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million and total assets of $132.8 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase in available cash and cash equivalents resulted from raising capital through the exercise of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and a reduction in the amount of cash used in operations resulting from higher revenues and improved margins, partially offset by an increase in investing activities to support the expansion of our recycling operations and purchase of mining properties.

The Company had total current liabilities of $6.4 million at June 30, 2026, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt (as discussed in Note 11 of the consolidated financial statements) and timing of payments for accounts payable and accrued expenses.

As of June 30, 2026, the Company had working capital (excluding restricted cash) of $53.7 million compared to $10.9 million at June 30, 2025. Working capital increased primarily due to an increase in cash, driven by the use of the ATM sales agreement with Virtu Americas LLC, and an increase in accounts receivable resulting from higher revenue. Additionally, assets previously classified as held for sale were reclassified to intangible assets. The increase in working capital was further supported by the extinguishment of debt during the period.

Cash Flows

For the fiscal years ended June 30:

Cash from Operating Activities

During the fiscal year ended June 30, 2026, the Company used $24.2 million of cash for operating activities, compared to $28.9 million used during the fiscal year ended June 30, 2025. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.

Cash from Investing Activities

During the fiscal year ended June 30, 2026, the Company used cash in investing activities of $13.6 million. The Company used $2.0 million for its purchase of 3400 Peru and $8.9 million for acquisition of property and equipment for its recycling facility while $1.4 million was for the purchase of mining properties. This is in comparison to cash used in investing activities of $2.5 million for the fiscal year ended June 30, 2025 for acquisition of property and equipment.

Cash from Financing Activities

During the fiscal year ended June 30, 2026, the Company had cash provided by financing activities of $75.6 million, compared to $36.9 million provided during the fiscal year ended June 30, 2025. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments.

In the fiscal year ended June 30, 2026, the Company generated $65.8 million through the issuance of common shares through our ATM sales agreement with Virtu Americas LLC, an increase of $47.2 million over the prior year. Other sources of cash from financing activities totaled $10.8 million in fiscal 2026, primarily from the exercise of warrants of $10.0 million, compared to $27.2 million in fiscal 2025 primarily from $16.9 million in registered direct offerings and $9.9 million from issuances of notes payable.

Off-Balance Sheet Arrangements

As of June 30, 2026 and 2025, we had no off-balance sheet arrangements.

Working Capital

32

Future Financings

The Company will continue to rely on sales of our common shares, debt, or other financing to fund its business operations as needed beyond any cash generated from internal operations and the government tax credits and grants we have been awarded. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions, and exploration activities.

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

Certain accounting estimates, including those concerning revenue recognition, share-based compensation, impairments of long-lived assets, and assets held-for-sale, are considered to be critical in evaluating and understanding our financial results because they involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below. For further information on our accounting policies, see Note 3 to our consolidated financial statements.

Fair Value Measurements

Recurring Valuations. The Company’s fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. In making these fair value determinations, we were required to make assumptions that affected the recorded amounts, including volatility, risk free rates, and duration of time. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. There were no derivative instruments issued or outstanding from January 1, 2025 through June 30, 2026; accordingly, fair value measurement was not required. See Note 13 of the consolidated financial statements for further discussion.

Revenue Recognition

The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time that the Company transfers control of the goods to the customer, which occurs when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized.

The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims differs from original estimates. For the fiscal year ended June 30, 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.

Long-Lived Assets

The Company evaluates long-lived assets, such as plant and equipment, with finite useful lives and Right of Use (RoU) assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, or a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead, management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable. No impairment loss was recognized during the fiscal years ended June 30, 2026 and 2025.

Assets Held-for-Sale

The Company evaluates long-lived assets for classification as held-for-sale when management, having the authority to approve the action, commits to a plan to sell the asset. To qualify as held-for-sale, the asset must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, and the sale must be probable within one year.

Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of long-lived assets. The Company used critical judgements in analyzing certain market data and estimates to calculate the value of the assets held-for-sale. Significant assumptions that form the basis of fair value include market comparison of similar properties, construction cost estimates and using certain dollar per square foot amounts to derive fair value. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. As of June 30, 2026, there were no assets classified as held for sale on the Company’s consolidated balance sheets.

Common Share Warrant Compensation

The fair value of common share warrants are determined using the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the inputs of highly subjective assumptions, including the volatility of share prices and weighted average expected term, changes in subjective input assumptions can materially affect the estimate.

New Accounting Pronouncements

New accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. For further discussion on recent accounting pronouncements, please see Note 3, “Accounting Pronouncements,” to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2026, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are not effective, based on the material weaknesses described below.

Management’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Management, with the participation of the principal executive officer and principal financial officer, under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of June 30, 2026, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of June 30, 2026, our internal control over financial reporting was not effective, due to the material weaknesses in internal control over financial reporting, described below.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weaknesses in Internal Control over Financial Reporting

The Company did not maintain a sufficient complement of personnel with the appropriate level of technical accounting expertise to effectively identify, evaluate, and design controls related to complex transactions. Additionally, the Company did not maintain adequate segregation of duties within its financial reporting processes, resulting in incompatible responsibilities and insufficient independent review controls. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Company’s financial reporting processes. These material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in the consolidated financial statements may not be prevented or detected in a timely manner. Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of June 30, 2026.

Remediation Plan

Remediation Efforts for Identified Material Weaknesses

We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting.

Remediation Measures in Progress:

• We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks.
• We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel.
• We are designing and implementing controls over the evaluation and oversight of relevant service organizations.
• We have engaged a third-party consultant that is assisting management in the evaluation, design and implementation of internal controls over financial reporting.
• We will hire additional personnel with appropriate level of technical accounting expertise to effectively identify, evaluate and design controls related to complex transactions.
• On January 25, 2026, the Board of Directors of the Company appointed Alejandro Flores Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026. Jesse Deutsch, the Interim Chief Financial Officer, retired from the Company effective February 9, 2026.

We will consider the material weaknesses remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary.