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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______________ to _______________

 Commission
File Number: 001-41594

 AMERICAN
BATTERY MATERIALS, INC.

 (Exact
name of Registrant as specified in its charter)

 Delaware

 22-3956444

 (State
 or Other Jurisdiction of Incorporation or Organization)

 (IRS
 Employer Identification No.)

 West Putnam Avenue, Suite 400, Greenwich, CT

 06830

 (Address
 of principal executive offices)

 (Zip
 Code)

 800 - 998-7962

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock

 BLTH

 N/A

 Securities
registered pursuant to Section 12(g) of the Act

 Common
Stock, $0.001 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 Aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2024: $ 2,368,314

 The
number of shares of registrant's common stock outstanding as of March 25, 2025: 2,586,982.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 AMERICAN
BATTERY MATERIALS, INC.

 FORM

 December
31, 2024

 TABLE
OF CONTENTS

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Consolidated Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers, and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accountant Fees and Services.

 Part
 IV

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary.

 Signatures

 i

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 Except
for historical information, this Annual Report on Form 10-K (the " Annual Report ") contains forward-looking statements
within the meaning of the federal securities laws. Such forward-looking statements are based on management's current expectations,
assumptions, and beliefs concerning future developments and their potential effect on our business, and are subject to risks and uncertainties
that could negatively affect our business, operating results, financial condition, and stock price. We have attempted to identify forward-looking
statements by terminology including "anticipates," "believes," "can," "continue," "could,"
"estimates," "expects," "intends," "may," "plans," "potential,"
"predicts," "should," "will," "would", "if, "shall", "might",
"will likely result, "projects", "goal", "objective", or "continues", or the negative
of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not
forward-looking. Additionally, statements concerning future matters such as our business strategy, development of new products, sales
levels, expense levels, cash flows, future commercial and financing matters, future partnering opportunities and other statements regarding
matters that are not historical are forward-looking statements.

 By
their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in
the "Risk Factors" section of this Annual Report, which include, but are not limited to, the following:

 doubt
 regarding our ability to continue as a going concern;

 the
 need for additional capital to fund our operations;

 potential
 challenges and uncertainties in our new lithium extraction operation, such as unexpected geological formations, technological hurdles,
 regulatory changes, unforeseen costs, and construction delays;

 anticipated
 exploration results, feasibility assessments, regulatory approvals, and property development plans;

 expected
 growth in the lithium battery market;

 intense
 competition in our market and the lack of sufficient financial and other resources to maintain and enhance our competitive position;

 our
 expectations, beliefs, future plans, strategies, and anticipated developments;

 anticipated
 government regulations concerning electric and gas-powered vehicles;

 evaluation
 of strategic alternatives related to our business;

 timeframe
 for addressing internal control weaknesses and improving disclosure controls;

 our
 expectation of obtaining or renewing permits;

 other
 risks detailed in the "Risk Factors" section.

 The
risks described above should not be construed as exhaustive and should be read with the other cautionary statements in this Annual Report.

 Although
we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking
statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and
industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this
Annual Report. The matters summarized under "Management's Discussion and Analysis of Financial Condition and Results of Operations",
"Business", and elsewhere in this Annual Report could cause our actual results to differ significantly from those contained
in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and industry developments
are consistent with the forward-looking statements contained in this Annual Report, those results or developments may not be indicative
of results or developments in subsequent periods.

 We
operate in a very competitive and rapidly changing environment. New risks emerge from time-to-time. It is not possible for our management
to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Moreover,
except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking
statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual
Report to conform these statements to actual results or to changes in our expectations. You should, however, review the risks we describe
in the reports we will file from time to time with the SEC after the date of this Annual Report. Readers are urged to carefully review
and consider the various disclosures made in this Annual Report.

 Comparisons
of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless
specifically expressed as such, and should only be viewed as historical data.

 CERTAIN
REFERENCES AND NAMES OF OTHERS USED HEREIN

 This
Annual Report may contain additional trade names, trademarks, and service marks of others, which are the property of their respective
owners. We do not intend our use or display of other companies' trade names, trademarks, or service marks to imply a relationship
with, or endorsement or sponsorship of us by, these other companies.

 OTHER
INFORMATION

 As
used in this Annual Report on Form 10-K, the terms "we", "us", "our", "BLTH", the "registrant",
and the "Company" refer to AMERICAN BATTERY MATERIALS, INC., a Delaware corporation, unless otherwise stated. "SEC"
and the "Commission" refer to the Securities and Exchange Commission. Reverse split occurred and is reflected (p. F-13)

 ii

 PART
I

 Item
1. Business.

 Overview
of Our Company

 We
operate as a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner. We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded
islands throughout North America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring
and retiring certain corporate debt and obligations, and focusing on implementing a new operational direction.

 Through
the corporate reorganization and repositioning process, we found a unique opportunity to acquire mining claims that historically reported
high levels of lithium and other tech minerals. We hired and affiliated ourselves with industry veterans that bring decades of experience,
credibility and relationships.

 On
November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future
payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.
The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We have not yet commenced
any mining operations, and we are an exploration stage issuer, as defined in SEC Regulation S-K Item 1300 ("Regulation S-K 1300").
An independent third-party technical report indicated that further investment and development in the claims was warranted, although no
determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization
could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K 1300 and have had no
mining revenue to date.

 In
July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have
been registered with the Bureau of Land Management (BLM). We now own a total of 743 placer claims over 14,320 acres, comprised of the
102 original claims held and the 641 new claims.

 Our
Growth Strategy

 Our
strategic goal is to become a producer of lithium in the United States. We believe that a strategy of employing advanced brine extractive
technology methodologies for selective mineral extraction is the most cost-effective and environmentally friendly approach currently
available. We believe that this approach is environmentally friendly because we would not deconstruct land structures which leave dirty
tailings, but rather we would extract the desired minerals and metals from subsurface brines that re-inject the brines back down into
the aquafer to maintain pressure after lithium extraction. We plan, as part of our sustainability goals within our overall environmental,
social and governance ("ESG") strategy, to develop sustainable production operations. Our plan is to develop our projects
and strategic equity investments on a measured timeline to provide the potential for both near-term cash flow and long-term value maximization.

 We
have been executing the necessary steps to determine analytical results from our technical report, which should provide current results,
analytical, geotech modeling, aquifer modeling, recharge, flows and depth. We have engaged RESPEC Company LLC as our geotech, engineering
and resource management partner to assist in the exploration of the Lisbon Valley brine extraction project. Leveraging its expertise,
we will focus on several initiatives, which include the following:

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

 understanding
 Lisbon Valley brines, on and around owned leases;

 develop
 a well plan to re-enter, sample and test the "Superior Well," that has a historical lithium concentration of 340 ppm
 (parts per million);

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

 as
 information is advanced, prepare technical reports following the Regulation S-K 1300 Standards of Disclosure for Mineral Projects,
 initially a Preliminary Economic Assessment (PEA) and longer term, a Preliminary Feasibility Study (PFS);

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

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

 The
Lisbon Valley of Utah also provides many added benefits:

 historically
 rich industrial and natural resource extraction area;

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

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

 We
will also look to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities.
We continue to explore and evaluate opportunities to further expand our resource base and production capacity through the possible acquisition
of properties and projects in other areas of the United States, as well as in South America, particularly Argentina.

 As
part of our strategy for growth, our projects and strategic investments will be developed on a measured timeline, and we will evaluate
all opportunities to further expand our resource base and production capacity. We understand that our timelines are subject to a variety
of risks and variables, including, without limitation, obtaining permits, approvals and funding. We are also focused on the implementation
of direct lithium extraction (DLE) technologies, which we believe have the potential to significantly increase the supply of lithium
from our brine projects, similar to the impact which shale did for oil.

 To
achieve our goal of becoming a producer of lithium, we will rely on our competitive strengths and experienced management team to explore
and consider all opportunities to generate revenue and increase our projects, properties and assets, as well as all potential funding
options. Some opportunities for growth may be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification
of projects and properties, (iv) acquisitions of companies and technologies, and (v) participation in related commercial development
activities.

 The
Lithium Market

is on the list of the 35 minerals considered critical to the economic and national security of the United States, as first published
by the U.S. Department of the Interior on May 18, 2018. In June 2021, the U.S. Department of Energy published a report titled "National
Blueprint for Lithium Batteries 2021-2030" (the "NBLB Report") which was developed by the Federal Consortium for Advanced
Batteries ("FCAB"), a collaboration by the U.S. Departments of Energy, Defense, Commerce, and State. According to the Report,
one of the main goals of this U.S. government effort is to "secure U.S. access to raw materials for lithium batteries." The
NBLB Report summarizes the U.S. government's views on the need for lithium and the expected growth of the lithium battery market
as follows:

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

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

 On
March 20, 2025, President Donald J. Trump signed an Executive Order aimed at increasing American mineral production to enhance national
security, reduce reliance on foreign minerals, and create jobs. The order directs federal agencies to expedite permitting for mineral
projects, prioritize critical mineral deposits on federal lands, and utilize the Defense Production Act to expand domestic capacity.
It also establishes a critical minerals fund and encourages collaboration with private industry to secure a resilient supply chain for
materials like rare earths, uranium, copper, and coal. Highlighting the strategic importance of critical minerals for emerging technologies
and military readiness, the administration seeks to address the U.S.'s significant import dependence—particularly on China, which
supplies 70% of rare earths— and signal a clear shift in focus toward U.S.-centric projects and national security. Fastmarkets
forecasts a significant growth in demand for lithium in the US of 487% to almost 412,000 tonnes of lithium carbonate equivalent by 2030.

 The
growth in electric vehicles ("EVs") will provide the greatest needs for lithium-based batteries. The BloombergNEF Electric
Vehicle Outlook 2024 presents an optimistic view of EV demand and sales growth, albeit not at the accelerated pace we witnessed during
2020-2024. Global passenger EV sales are projected to climb from 13.9 million in 2023 to over 30 million by 2027, with the EV share of
new vehicle sales reaching 33%, driven by declining battery costs—down 90% over the past decade—and innovative models from
automakers. Meanwhile, the commercial sector is accelerating, with electric vans and buses poised for significant gains; sales of electric
light-duty delivery vans and trucks are spreading rapidly in China, South Korea, and Europe, approaching one-third of sales by 2030,
while municipal buses are expected to exceed 60% of sales by the same year.

 The
U.S. electric vehicle (EV) market is showing promising growth, with Kelley Blue Book reporting 1.3 million EVs sold last year—a
solid 7.3% rise from 2023—bolstered by a strong fourth quarter where sales grew over 15% compared to the previous year. Cox Automotive's
2025 outlook offers a positive forecast, predicting EVs and hybrids will account for 25% of U.S. car sales, with full EVs expected to
reach 10%, up from 7.5% last year, suggesting steady progress in electrification. Despite uncertainties around tariffs and potential
changes to federal clean vehicle credits, EV adoption continues to climb—Rho Motion notes an encouraging 28% increase in sales
for fully electric and plug-in hybrid models in the first two months of this year and forecast a 16% growth in U.S. and Canada in 2025
versus 2024, reflecting a resilient and growing interest in EVs among American buyers.

 The
Canaccord Genuity report from March 20, 2025, highlights that while EV sales are expected to grow at a slower pace —with a revised
forecast showing more modest 10% CAGR to 2035, down from a 40% CAGR between 2020 and 2024—the burgeoning Battery Energy Storage
Systems (BESS) market will help offset this decline. BESS installations have surged at a 150% CAGR since 2020, reaching 166 GWh in 2024,
and are projected to grow to 2,100 GWh by 2035 at a 20% CAGR. This growth is driven not only by traditional grid and behind-the-meter
applications but also by increasing integration with renewable energy sources for data centers, which are expected to account for 5%
of global electricity demand by 2035 (up from 3%). This expansion in BESS capacity provides a robust counterbalance to the tempered EV
market, supporting continued demand for battery materials despite the EV slowdown.

 Despite
current oversupply and low prices in battery raw material markets, in an article from January 7th, 2025, Benchmark Minerals forecasts
significant deficits within a decade, with lithium and nickel facing shortfalls of 572,000 tonnes and 839,000 tonnes by 2034—seven
times larger than today's surpluses. To meet 2030 battery demand, $514 billion in investment is needed, including $220 billion
for upstream projects, with nickel ($66 billion) and lithium ($51 billion) requiring the most. Lithium is seen as the primary bottleneck,
needing mined supply to jump from over 1 million tonnes in 2024 to 2.7 million tonnes by 2030, driven largely by EVs. Western efforts
to reduce reliance on China, where costs are lower due to lax regulations, may increase this investment figure, while the slow pace of
mine development (5-25 years) versus faster midstream/downstream projects (under 5 years) highlights a critical disconnect, underscoring
the urgent need for upstream investment to support gigafactories and future EV growth.

 While
these figures are robust relative to historical data, there can be no guarantee that ultimate consumer adoption for EVs and plug-in-hybrid
vehicles (PHEV) will drive lithium demand as predicted.

Brine Deposits and Direct Lithium Extraction

is mined from three different deposit types: lithium brine deposits, pegmatite lithium deposits (also referred to as "hard rock"),
and sedimentary lithium deposits (also referred to as clay deposits). Brine deposits are the most common, accounting for more than half
of the world's known lithium reserves. All our projects are in brine deposits.

 As
described by the U.S. Geological Survey, lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved
lithium. All producing lithium brine deposits share a number of first-order characteristics: (1) arid climate, (2) closed basin containing
a playa or salar, (3) tectonically driving subsidence, (4) associated igneous or geothermal activity, (5) suitable lithium source-rocks,
and (6) one or more adequate aquifers. South American countries Chile and Argentina are where the majority of the lithium produced from
brines originates, as well as Nevada, to a much smaller extent.

 It
is anticipated that we will use a direct lithium extraction ("DLE"), and reinjection of the processed brine back into the
subsurface, rather than using evaporation ponds to recover the lithium and other potential mineral from brines, should the project advance
to the production stage. This method has been gaining favor in the lithium industry over the last several years because it does not involve
the use of evaporation ponds. DLE uses a much smaller footprint than evaporation ponds and is therefore more acceptable from an environmental
standpoint. As yet, we have not done any testing for the possibility of using DLE and will not be able to do any testing until samples
of brine are acquired from the target formations.

 DLE
technologies precipitate lithium out of brine using filters, membranes, ceramic beads, or other equipment, which is often housed in a
small warehouse, significantly shrinking the environmental footprint of evaporation ponds used to produce commercial quantities of lithium
traditionally. In a DLE operation, brine is pumped to a processing unit where an adsorption, resin or membrane material is used to extract
only the lithium from the brine, while spent brine can be reinjected into the basin aquifers. The more rapid production time frame and
possible brine reinjection into the aquifer is a key environmental differentiator between the DLE process and traditional lithium process
that uses evaporation ponds.

 While
there may still be challenges around scalability, water consumption, and the possible dilutive effects of brine reinjection, over the
past decade many DLE technologies have arisen to separate lithium from brine. DLE has the potential to significantly impact the lithium
industry, with implementation on the extraction of lithium brines potentially having a dramatic positive impact on production, capacity,
timing, and environmental impact. Similar to the impact shale exploration had on the oil industry, DLE has the potential to significantly
increase the supply of lithium from brine projects, nearly doubling lithium production/yield (taking recoveries from 40-60% to 70-90%+)
and improving project returns. DLE should also offer lower perceived environmental risk and yield significant environmental benefits
when compared to traditional brine ponds, offering sustainability benefits and ESG credentials. It is estimated that approximately 12%
of the world's lithium supply in 2019 was produced using DLE technology. DLE technologies are broadly grouped into three main categories:
adsorption, ion exchange and solvent extraction.

 Adsorption
 physically absorbs LiCl molecules onto the surface of a sorbent from a lithium loaded solution. The lithium is then stripped from
 the surface of the sorbent with water.

 Ion
 exchange takes lithium ions from the solution and replaces them with a different positively charged cation that is contained in the
 sorbent material. An acidic (or basic) solution is required to strip the lithium from the material and regenerate the sorbent material.

 Solvent
 extraction removes lithium ions from solution by contacting the solution with an immiscible fluid (i.e., oil or kerosene) that contains
 an extractant that attaches to lithium ions and brings them into the immiscible fluid. The lithium is then stripped from the fluid
 with water or chemical treatment.

 Our
identification as an "environmentally friendly" business is evidenced by our commitment to deploy direct lithium extraction
rather than the typical extraction techniques of hard-rock mining or underground brine water. Unlike those traditional methods for producing
lithium, DLE uses filters, membranes, or resin materials to extract the mineral from brine water, resulting in:

 usage
 of less water;

 recycling
 of the majority of the brine water used;

 consumption
 of less fossil fuels;

 reduction
 in the need for additional processing and alternative mining sources; and

 leaving
 a smaller environmental footprint.

 Traditionally,
lithium produced from brine water is stored in evaporation ponds. As the water evaporates, the other elements of the brine such as magnesium
or calcium precipitate out, leaving the brine more concentrated to produce lithium carbonate. The evaporation process can take 9-18 months
depending on the type of project and weather conditions. With DLE, that process can be shortened to days or even hours. DLE also reduces
the amount of land required for the pond evaporation process, while the potential to reinject the remaining brine water after the process
further reduces the environmental impact.

 Our
Market Opportunity

 Our
Lisbon Valley Project (the "Project") is located in San Juan County, Utah, approximately 35 miles southeast of the city of
Moab, part of an area known as the Paradox Basin. The Project consists of 743 placer mining claims staked on U. S. government land administered
by the BLM covering 14,300 acres, part of a semi-contiguous group named the LVL Group. The map below shows the approximate location of
our claims:

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

 Our
placer claims are plotted on the figures above, which is a Public Land Survey System (PLSS) map using Salt Lake City Prime Meridian.
The claims are located in Southeast Utah in sections 17-18, 20-22, 25-29, 33-35 of Township 30 South and Range 25 East; sections 1, 3,
4, 8-15 of Township 31 South and Range 25 East; sections 31 of Township 30 South and Range 26 East and sections 5-9, 17 and 18 of Township
31 South and Range 26 East. The latitude and longitude of the southeast corner of Section 36, Township 30 South, 25 East is noted on
the figure is accurate to +/- 50 feet.

 There
is a network of dirt and paved roads within the claims area, which service the oil and gas wells and the Lisbon Valley Copper Mine. Two
existing natural gas pipelines traverse the claims. Power is supplied to the copper mine, also within the claim area, for use in their
electrowinning copper recovery process. Nine wellbores (8 oil and gas and 1 potash) are available for re-entry and nearby water rights
and private land are available for sale or lease.

 Moab,
Utah, the nearest population center to the property, is a city of 5,336 persons (2020 Census). It is located in a relatively remote portion
of Utah but is easily accessed by U. S. Highway 191. Highway 191 intersects with Interstate 70 about 30 miles (48 kilometers) north of
Moab, at Crescent Junction. Moab is a tourist destination and has numerous motels and restaurants. Moab would also be the nearest source
of labor in the region.

 The
region has a history of mining, primarily uranium and vanadium that dates back as far as 1881. The Lisbon Valley Copper Mine is in the
heart of the Lisbon Valley and is currently producing copper cathode. An all-weather road and electric power supply the mine. A few gravel
roads cross the property. Oil and gas drilling and production, along with ranching have made the area relatively accessible.

 There
has been no exploration or drilling conducted on the property by ABM; however, historical drilling by oil, gas, and potash operators
on ABM claims, as well as in the surrounding area, has contributed valuable data registered with the USGS. It will be necessary for us
to re-enter an existing well or drill a new well to obtain brine samples for further analysis and metallurgical testing. The exploration
permit for the site has been obtained from both the Federal BLM and the State UDOGM. With permits in hand, ABM is currently preparing
for the operational drilling phase of the project.

 We
believe there is abundant evidence from oil, gas and potash wells drilled in the Paradox Basin indicating a probability of identifying
and producing super saturated brines from beneath the Project. The geology of the area of the Project and of the Paradox Basin as a whole
is complex, although zones have been targeted and proven, and they are mappable within and beyond the claims area. It is not likely that
the same zones vary significantly in terms of reservoir quality and thickness as evidenced by log analysis; however, these parameters
have not been confirmed by actual testing by us.

 We
have not calculated mineral and resource estimation and have no revenue being generated from the subject property. The only way to determine
if the lithium enriched brines exist and can be economically produced from the target zones is to drill exploration wells to produce
and test brine from the targeted zones. We through our wholly owned operating company Mountain Sage Minerals, LLC intends to drill two
appraisal wells on the subject property to evaluate reservoir properties (porosity, permeability and pressure), flow rates and in situ
mineral concentrations. Information from the two wells will be used to assess the resource potential and devise a detailed development
plan.

 The
subsurface data collected from the two wells will be used to refine our proprietary subsurface model. The development model will include
a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity below the subject property and allow
the team to select optimal spacing of future well locations and the network of production and injection wells required to fully develop
potential mineral (brine) resources. Based on a substantial number of studies with lithium analyses from the Paradox Basin, we believe
there is a substantial indication that lithium mineralization in brines occurs beneath the Project.

 We
have retained a third-party consulting firm to assist with drilling, completion and review of test results for the two appraisal wells.
Any extracted brines should be tested to determine lithium and other important mineral concentrations and to prove the economic viability
of a pilot and permanent production program. We have identified an appraisal and development program that is proprietary. This information
will be disclosed in an advanced technical report after the appraisal wells are drilled and individual zones are identified and fully
evaluated. Cost estimates and authority for expenditures for both well tests and the 3D Survey are currently in process.

 The
Technical Report Summary on the Project prepared by Bradley C. Peek, MSc. of CPG Peek Consulting, Inc., in accordance with Regulation
S-K 1300, is included as an exhibit to our registration statement, filed on February 12, 2024. The effective date of the report is October
31, 2023.

 Internal
Controls

 Even
though we have yet to establish mineral resource and reserve estimates, we have established internal controls for reviewing and documenting
the information we intend to use to support mineral reserve and mineral resource estimates. We have engaged third party service providers
and specialists in geosciences, and data and engineering for exploration and mine productivity and efficiency. A review of all progress
on the development of our mineral resources and reserves estimates, including related assumptions, is undertaken and finalized by our
qualified person ("QP").

 When
determining resources and reserves, as well as the differences between resources and reserves, our QP will develop specific criteria,
each of which must be met to qualify as a resource or reserve, respectively. The QP and our management must agree on the reasonableness
of the criteria for the purposes of estimating resources and reserves. These criteria, such as demonstration of economic viability, points
of reference, and grade, must be specific and attainable. All estimates require a combination of historical data and key assumptions
and parameters. When possible, historical data and resources, data from public information, and generally accepted industry sources will
be used to develop these estimations.

 We
have developed quality control and quality assurance ("QC/QA") procedures at our Lisbon Valley property, which were reviewed
by our QP to ensure the process for developing mineral resource and reserve estimates is sufficiently accurate. QC/QA procedures include
independent checks on samples by third party laboratories, and duplicate sampling, among others. In addition, our QP will review the
consistency of historical production as part of its analysis of the QC/QA procedures.

 We
recognize the risks inherent in mineral resource and reserve estimates, such as the geological complexity, interpretation and extrapolation
of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources and reserves resulting
from these risks could have a material effect on future profitability.

 Raw
Materials

 We
do not have any material dependence on any raw materials or raw material suppliers. All the raw materials that we need are available
from numerous suppliers and at market-driven prices.

 Intellectual
Property

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

 Sales
and Marketing

 We
currently do not have the commercial capabilities required to market and distribute lithium. There is no assurance that we will be able
to attain the necessary sales and marketing capabilities or secure the services of a firm to provide those capabilities, to achieve our
sales expectations.

 Customers

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

 Future
Production and Sales

 We
expect the demand for our lithium, if and when in production, to be facilitated by increasing global demand for lithium. We intend on
utilizing intermediaries for sales in order to focus on our core competencies of exploration and extraction.

 Competition
and Market Barriers

 We
compete with other mineral and chemical processing companies in connection with the acquisition of suitable exploration properties and
the engagement of qualified personnel. Many of our competitors possess greater financial resources and technical facilities than we do.
Although we aspire to be a leading lithium producer, the lithium mining and chemical industries are fragmented. We are one of many participants
in these sectors. Many of our competitors, as compared to us, have been in business longer, have established more strategic partnerships
and relationships, and have greater financial accessibility.

 While
we compete with other exploration companies in acquiring suitable properties, we believe there will be readily available purchasers of
lithium chemical products or other industrial minerals if they are produced from any of our owned or leased properties. The price of
our planned products may be affected by factors beyond our control, including fluctuations in the market prices for lithium, supplies
of lithium, demand for lithium, and mining activities of others. If we identify lithium mineralization that is determined to be of economic
grade and in sufficient quantity to justify production, additional capital would be required to develop, mine and sell that production.

 Government
Regulation

 Exploration
and development activities for our projects are subject to extensive laws and regulations, which are overseen and enforced by multiple
U.S. federal, state and local authorities as well as foreign jurisdictions. These applicable laws govern exploration, development, production,
exports, various taxes, labor standards, occupational and mine health and safety, waste disposal, protection and remediation of the environment,
protection of endangered and protected species, and other matters. Various permits from government bodies are required for drilling,
mining, or manufacturing operations to be undertaken, and we cannot be assured such permits will be received. Environmental laws and
regulations may also, among other things:

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

 require
 the installation of pollution control equipment;

 restrict
 the types, quantities and concentrations of various substances that can be released into the environment in connection with exploration,
 drilling, mining, lithium manufacturing, or other production activities;

 limit
 or prohibit drilling, mining, lithium manufacturing or other production activities on lands located within wetlands, areas inhabited
 by endangered species and other protected areas, or otherwise restrict or prohibit activities that could impact the environment,
 including water resources;

 impose
 substantial liabilities for pollution resulting from current or former operations on or for any preexisting environmental impacts
 from our projects;

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

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

 Compliance
with environmental laws and regulations may impose substantial costs on us, subject us to significant potential liabilities, and have
an adverse effect on our capital expenditures, results of operations, or competitive position. Violations and liabilities with respect
to these laws and regulations could result in significant administrative, civil, or criminal penalties, remedial clean-ups, natural resource
damages, permit modifications and/or revocations, operational interruptions and/or shutdowns, and other liabilities, as well as reputational
harm, including damage to our relationships with customers, suppliers, investors, governments or other stakeholders. The costs of remedying
such conditions may be significant, and remediation obligations could adversely affect our business, results of operations, and financial
condition. Federal, state, and local legislative bodies and agencies frequently revise environmental laws and regulations, and any changes
in these regulations, or the interpretations thereof, could require us to expend significant resources to comply with new laws or regulations
or changes to current requirements and could have a material adverse effect on our business operations. As of December 31, 2024, we have
not been required to spend material amounts on compliance regarding environmental regulations.

 Permits

 Obtaining
and renewing governmental permits is a complex and time-consuming process and involves numerous jurisdictions, public hearings, and possibly
costly undertakings. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including
the interpretation of permit approval requirements administered by the applicable permitting authority. We may not be able to obtain
or renew permits that are necessary for our planned operations, or the cost and time required to obtain or renew such permits may exceed
our expectations. Any unexpected delays or costs associated with the permitting process could delay the exploration, development and/or
operation of our projects.

 Environmental,
Social and Governance

 We
are committed to ESG causes. As we start to hire employees for our projects, our hiring efforts will focus on hiring workers from communities
near our project areas. Many such communities have high levels of unemployment.

 Human
Capital Management

 As
of March 25, 2025, we had three full-time employees, who are our Chief Executive Officer, Chief Operating Officer and Chief Financial
Officer. We also utilize four independent contractors, two to provide us with accounting support and two for geological expertise. We
are committed to diversity, equity, and inclusion as part of our growth strategy. We will treat each employee and job applicant without
regard to race, color, age, sex, religion, national origin, citizenship, sexual orientation, gender identity, ancestry, veteran status,
or any other category protected by law. We believe in allocating resources and establishing, in an equitable manner, policies and procedures
that are fair, impartial, and just. To provide a diverse and inclusive workplace, we will focus our efforts on creating a culture where
all employees can contribute their skills and talents and be themselves.

 Item
1A. Risk Factors.

 You
should carefully consider the risks described below, together with all the other information in this Annual Report. If any of the following
risks occur, our business, financial condition and results of operations could be seriously harmed, and you could lose all or part of
your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of our common
stock could decline. We operate in a competitive environment that involves significant risks and uncertainties, some of which are outside
of our control. If any of these risks actually occurs, our business and financial condition could suffer and the price of our stock could
decline. We caution you that the risks, uncertainties and other factors referred to below and elsewhere in our Annual Report may not
contain all the risks, uncertainties, and other factors that may affect our future results and operations. Our future results and operations
could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to
present a material risk. It is not possible for our management to predict all risks.

 Business
Risks

 Our
future performance is difficult to evaluate because we have a limited operating history in the lithium industry.

 We
entered the lithium industry in November 2021. We have not realized any revenues to date from the sale of lithium, and our operating
cash flow needs have been financed primarily through issuances of debt and equity securities, and not through cash flows derived from
our operations. As a result, we have little historical financial and operating information from our lithium business to help you evaluate
our performance.

 We
have a history of losses and expect to continue to incur losses in the future.

 We
have an accumulated deficit of approximately $24,546,557 as of December 31, 2024. We expect to continue to incur losses unless and until
such time as our projects or one of our future acquired properties enters into commercial production and generates sufficient revenues
to fund continuing operations and we are able to develop at least one economic deposit. We recognize that if we are unable to generate
cash flows from our operations, we will not be able to earn profits or continue operations. At this early stage of our lithium operations,
we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the mineral exploration stage.
We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In the report by our auditor dated March 25, 2025 the auditor expressed doubt about
our ability to continue as a going concern.

 There
is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources
without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale
of our stock and/or obtaining debt financing. Historically, we have funded our operations primarily through the issuance of debt and
equity securities. Management's plan to fund our capital requirements and ongoing operations includes the generation of revenue
from our lithium operations and projects. Management's secondary plan to cover any shortfall is selling our equity securities and
obtaining debt financing. There is no assurance that we will be successful in implementing our business plan or that we will be able
to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate
significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business
plan and grow our business to a greater extent than we can with our existing financial resources.

 We
are an exploration stage company, and there is no guarantee that our development will result in the commercial extraction of mineral
deposits.

 As
defined under Regulation S-K 1300, we are an exploration stage company as we have no known mineral reserves, and we have not yet conducted
any mining operations. Accordingly, we cannot assure you that we will ever realize any profits. Any profitability in the future from
our business will be dependent upon the development of an economic deposit of minerals and further exploration and development of other
economic deposits of minerals, each of which is subject to numerous risk factors. Further, we cannot assure you that any of our property
interests can be commercially mined or that any exploration programs will result in profitable commercial mining operations. The exploration
and development of mineral deposits involves a high degree of financial risk over a significant period of time, which may or may not
be reduced or eliminated through a combination of careful evaluation, experience, and skilled management. While the discovery of additional
ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
Major expenses may be required to construct processing facilities and to establish reserves.

 Our
exploration prospects may not contain any reserves and any funds spent on evaluation and exploration may be lost. We do not know with
certainty that economically recoverable lithium exists 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.

 Exploration
and development projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements.
Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated,
and accordingly, our financial condition, results of operations, and cash flows may be negatively affected.

 We
face numerous risks related to exploration, construction, and extraction of mineral deposits.

 Our
level of profitability, if any, in future years will depend to a great degree on lithium prices and whether our properties can be brought
into production. Exploration and development of lithium resources are highly speculative in nature, and it is impossible to ensure that
any of our existing properties will establish reserves. Whether it will be economically feasible to extract lithium depends on a number
of factors, including, but not limited to: (i) the particular attributes of the deposit, such as size, grade, and proximity to infrastructure;
(ii) lithium prices; (iii) extraction, processing, and transportation costs; (iv) the willingness of lenders and investors to provide
project financing; (v) labor costs and possible labor strikes; (vi) non-issuance of permits; and (vii) governmental regulations, including,
without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign
exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.

 We
are also subject to the risks normally encountered in the lithium industry, which include, without limitation:

 the
 discovery of unusual or unexpected geological formations;

 accidental
 fires, floods, earthquakes, severe weather, seismic activity, or other natural disasters;

 unplanned
 power outages and water shortages;

 construction
 delays and higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs,
 and inflation;

 the
 ability to obtain suitable or adequate machinery, equipment, or labor;

 shortages
 in materials or equipment and energy and electrical power supply interruptions or rationing;

 environmental
 liability; and

 other
 unknown risks involved in the conduct of lithium exploration and operations.

 The
nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.
There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs, which could be
associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations
may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, competitive position,
and potentially our financial viability.

 The
mineral and chemical processing industry is intensely competitive.

 The
mineral and chemical processing industry is intensely competitive. We may be at a competitive disadvantage because we must compete with
other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than
we do. Increased competition could adversely affect our ability to attract necessary capital funding or acquire suitable exploration
properties. We may also encounter increasing competition from other mineral and chemical processing companies in our efforts to locate
acquisition targets, hire experienced mining professionals and acquire exploration resources.

 Our
quarterly and annual operating and financial results and our revenue are likely to fluctuate significantly in future periods.

 Our
quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.
Our revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our control including,
but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely find spare machines
or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.

 Our
long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive
cash flows from our lithium activities.

 Our
ability to (i) acquire additional lithium projects, and (ii) initiate and continue exploration, development, commissioning of lithium
ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our
operations. The economic viability of our future extraction activities has many risks and uncertainties including, but not limited to:

 significant,
 prolonged decrease in the market price of lithium;

 significantly
 higher than expected construction and extraction costs;

 significantly
 lower than expected lithium extraction;

 significant
 delays, reductions, or stoppages in lithium extraction activities;

 significant
 shortages of adequate and skilled labor or a significant increase in labor costs;

 significantly
 more stringent regulatory laws and regulations; and

 significant
 difficulty in marketing and/or selling lithium or lithium hydroxide;

 It
is common for a new lithium extraction operation to experience unexpected costs, problems, and delays during construction, commissioning
and start-up. Most similar projects suffer delays during these periods due to numerous factors, including the factors listed above. Any
of these factors could result in changes to economic returns or cash flow estimates of the project or have other negative impacts on
our financial position. There is no assurance that our projects will commence commercial production on schedule, or at all, or will result
in profitable operations. If we are unable to develop our projects into a commercial operating mine, our business and financial condition
will be materially adversely affected. Moreover, even if a feasibility study supports a commercially viable project, there are many additional
factors that could impact the project's development, including terms and availability of financing, cost overruns, litigation or
administrative appeals concerning the project, delays in development, and any permitting changes, among other factors.

 Our
future lithium extraction activities may change as a result of any one or more of these risks and uncertainties. We cannot assure you
that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.

 We
depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets
may limit our ability to meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or
pursue investments that we may rely on for future growth.

 Until
commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated
with including, but not limited to, maintaining and acquiring exploration properties, undertaking exploration activities, and the development
of our planned projects. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements.
We require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs
related to our status as a publicly traded company, fund our ongoing operations, explore and define lithium mineralization, and establish
any future lithium operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at
all.

 To
finance our future ongoing operations, and future capital needs, we may require additional funds through the issuance of additional equity
or debt securities. Depending on the type and terms of any financing we pursue, stockholders' rights and the value of their investment
in our common stock could be reduced. Any additional equity financing will dilute shareholdings. If the issuance of new securities results
in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted. New or additional
debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities,
the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest
on such debt securities would increase costs and negatively impact operating results.

 If
we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement
our business plan and strategy will be affected. These circumstances may require us to reduce the scope of our operations and scale back
our exploration, development and extraction programs. There is, however, no guarantee that we will be able to secure any additional funding
or be able to secure funding to provide us with sufficient funds to meet our objectives, which may adversely affect our business and
financial position.

 We
are dependent upon key management employees.

 The
responsibility of overseeing the day-to-day operations and the strategic management of our business depends substantially on our senior
management and key personnel. Loss of any such personnel may have an adverse effect on our performance. The success of our operations
will depend upon numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional
key personnel in sales, marketing, technical support, and finance. Certain areas in which we operate are highly competitive and competition
for qualified personnel is significant. We may be unable to hire suitable field personnel for our technical team or there may be periods
of time where a particular position remains vacant while a suitable replacement is identified and appointed. We may not be successful
in attracting and retaining the personnel required to grow and operate our business profitably.

 Our
ability to manage growth will have an impact on our business, financial condition, and results of operations.

 Future
growth may place strains on our financial, technical, operational, and administrative resources and cause us to rely more on project
partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. Our ability
to grow will depend on a number of factors, including, but not limited to:

 our
 ability to develop existing prospects;

 our
 ability to identify and acquire or lease new exploratory prospects;

 our
 ability to maintain or enter into new relationships with project partners and independent contractors;

 our
 ability to continue to retain and attract skilled personnel;

 our
 access to capital;

 the
 market price for lithium products; and

 our
 ability to enter into agreements for the sale of lithium products.

 Lawsuits
may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition, or liquidity
or the market price of our common stock.

 We
may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,
and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.

 The
outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have
a material adverse effect on our assets, liabilities, business, financial condition, or results of operations. Even if we prevail in
any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel
from our business operations, which could adversely affect our financial condition.

 Our
success as a company producing lithium and related products depends to a great extent on our research and development capabilities for
direct lithium extraction and our ability to secure capital for the implementation of brine processing plants.

 Our
success as a producer of lithium and related products is dependent on our ability to develop and implement more efficient production
capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having the potential
to significantly increase the supply of lithium from brine projects, the technology for DLE remains subject to many questions. A number
of DLE technologies are emerging and being tested at scale, with a handful of projects already in commercial construction. However, there
remain challenges around scalability and water consumption/ brine reinjection. We expect to make significant investment in research and
development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing to ultimately producing sufficient
amounts of lithium. We cannot assure you that our future product research and development projects and financing efforts will be successful
or be completed within the anticipated time frame or budget. There is no guarantee we will achieve anticipated sales target in a profitable
manner. In addition, we cannot assure you that our existing or potential competitors will not develop products which are similar or superior
to our products or are more competitively priced. As it is often difficult to project the time frame for developing new products and
the duration of market window for these products, there is a substantial risk that we may have to abandon a potential product that is
no longer commercially viable, even after we have invested significant resources in the development of such product and our facilities.
If we fail in our product launching efforts, our business, prospects, financial condition and results of operations may be materially
and adversely affected.

 The
development of non-lithium battery technologies could adversely affect us.

 The
development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our
prospects and future revenues. Current and next generation high energy density batteries for use in electric vehicles rely on lithium
compounds as a critical input. Alternative materials and technologies are being researched with the goal of making batteries lighter,
more efficient, faster charging and less expensive, and some of these could be less reliant on lithium compounds. We cannot predict which
new technologies may ultimately prove to be commercially viable and on what time horizon. Commercialized battery technologies that use
no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.

 Our
business is subject to cybersecurity risks.

 Our
operations depend on effective and secure information technology systems. Threats to information technology systems, such as cyberattacks
and cyber incidents, continue to increase. Cybersecurity risks include, but are not limited to, malicious software, attempts to gain
unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information, as well as interruptions
in communication and operations. It is possible that our business, financial, and other systems could be compromised, which could go
unnoticed for a prolonged period of time. We have not experienced a material breach of our information technologies. Nevertheless, we
continue to take steps to mitigate these risks by employing a variety of measures, including employee training, technical security controls,
and maintenance of backup and protective systems. Despite these mitigation efforts, cybersecurity attacks and other threats exist and
continue to increase, any of which could have a material adverse effect on our business, results of operations, financial condition,
and cash flows.

 Regulatory
and Industry Risks

 We
will be required to obtain governmental permits and approvals in order to conduct development and extraction operations, a process that
is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be
granted.

 We
are required to obtain and renew governmental permits and approvals for our exploration and development activities and, prior to extracting
any mineralization we discover, we will be required to obtain additional governmental permits and approvals that we do not currently
possess. Obtaining and renewing any of these governmental permits is a complex, time consuming and uncertain process involving numerous
jurisdictions, public hearings, and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon
many variables not within our control, including the interpretation of approval requirements administered by the applicable governmental
authority.

 We
may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost
and time required to obtain or renew such permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions
associated with the governmental approval process could delay our planned exploration, development and extraction operations, which in
turn could materially adversely affect our prospects, revenues, and profitability. In addition, our prospects may be adversely affected
by the revocation or suspension of permits or by changes in the scope or conditions to use of any permits obtained.

 Private
parties, such as environmental activist organizations, frequently attempt to intervene in the permitting process to persuade regulators
to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs,
cause delays in the permitting process, and could cause us to not proceed with the development or operation of a property. In addition,
our ability to successfully obtain key permits and approvals to explore for, develop, operate, and expand operations will likely depend
on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding
communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular
communities may be adversely affected by real or perceived detrimental events associated with our activities.

 Our
operations face substantial regulations of health and safety.

 Our
operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions
and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws,
regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to
achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on
our results of operations and financial position.

 Our
mining claims are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation
has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to fines, penalties or
sanctions and our mining operations could be subject to temporary or extended closures.

 In
addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect
of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related
fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental)
to the health and safety of our employees, the environment or the communities in which we operate.

 Compliance
with environmental regulations and litigation based on environmental regulations could require significant expenditures.

 Environmental
regulations mandate, among other things, the maintenance of air and water quality standards, land development, and land reclamation,
and set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. Environmental legislation
is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors,
and employees. We may incur environmental costs that could have a material adverse effect on financial condition and results of operations.
Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending
completion of the required remedy.

 Moreover,
governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the
environmental, health, and safety impacts of prior and current operations. These lawsuits could lead to the imposition of substantial
fines, remediation costs, penalties, and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships
with customers, suppliers, investors, governments or other stakeholders. Such laws, regulations, enforcement, or private claims may have
a material adverse effect on our financial condition, results of operations, or cash flows.

prices are subject to unpredictable fluctuations.

 We
expect to derive revenues, if any, from the extraction and sale of lithium. The prices of lithium may fluctuate widely and are affected
by numerous factors beyond our control, including international, economic, and political trends, expectations of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new
extraction developments and improved extraction and production methods and technological changes in the markets for the end products.
The effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration
properties, cannot accurately be predicted.

 Changes
in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.

and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current
and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of
advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium
compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly
impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making
batteries lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium
compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds,
could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and
other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.
In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global
commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material
adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any reserves we identify.

 Risks
Related to an Investment in Our Common Stock

 An
active trading market for our common stock may not develop, and you may be unable to resell your shares at or above the price you paid
for them.

 Our
common stock trading over the counter has not been historically active. An active trading market for our shares may never develop or
be sustained. No assurance can be given that our common stock will be accepted to trade on a national securities exchange. In the absence
of an active trading market for our common stock, shareholders may not be able to sell their common stock at or above the price they
paid for them.

 Our
stock price may be volatile, and the market price of our common stock may drop below the price you pay due to a variety of factors, many
of which are beyond our control.

 The
market price of our common stock could be subject to significant fluctuations, and it may decline. Market prices for securities of early-stage
companies have historically been particularly volatile. As a result of this volatility, you may not be able to sell your common stock
at or above the price you paid for them. Some of the factors that may cause the market price of our common stock to fluctuate include:

 fluctuations
 in our quarterly financial results or the quarterly financial results of companies perceived to be similar to our company;

 in estimates of our financial results or recommendations by securities analysts;

 failure
 of our business to achieve or maintain market acceptance in the lithium industry;

 in market valuations of similar companies;

 success
 of competitive service offerings or technologies;

 in our capital structure, such as future issuances of securities or the incurrence of debt;

 announcements
 by us or our competitors of significant services, contracts, acquisitions, or strategic alliances;

 in market valuations of similar companies;

 success
 of competitive service offerings or technologies;

 in our capital structure, such as future issuances of securities or the incurrence of debt;

 announcements
 by us or our competitors of significant services, contracts, acquisitions, or strategic alliances;

 regulatory
 developments in the United States, foreign countries, or both;

 litigation
 involving us;

 additions
 or departures of key personnel;

 investors'
 general perception of us; and

 other
 events or factors, including those resulting from macroeconomic conditions, geopolitical crises, outbreak of hostilities or acts
 of war such as the Russian invasion of Ukraine, the Israeli-Hamas war, and Houthi rebel ship attacks in the Red Sea, incidents of
 terrorism, global pandemics such as the Covid-19 pandemic, natural disasters, and similar events, as well as responses to these and
 similar events.

 In
addition, if the market for lithium and technology sector stocks or the stock market in general experiences a loss of investor confidence,
the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results of operations.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful,
could be costly to defend and a distraction to management.

 Stockholders
may experience substantial dilution in the future.

 In
the future, your percentage ownership in us may be diluted if we issue additional shares of our common stock or convertible debt securities
in connection with acquisitions, capital market transactions, or other corporate purposes, including equity awards that we may grant
to our directors, officers and employees.

 Officers
and directors have significant voting power and may take actions that may not be in the best interests of other stockholders.

 Our
executive officers and directors currently own or control 48.4% of our outstanding shares of common stock. If these stockholders act
together, they will be able to exert significant control over our management and affairs requiring stockholder approval, including approval
of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control
and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of
all of our stockholders.

 We
do not expect to declare any dividends in the foreseeable future.

 We
do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, stockholders may
need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains
on their investment. Investors seeking cash dividends should not purchase our common stock.

 Our
indemnification of officers and directors and limitations on their liability could limit our recourse against them.

 Our
certificate of incorporation and bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors
and employees, including the limitation of liability for certain violations of fiduciary duties. Stockholders therefore will have only
limited recourse against these individuals.

 If
we fail to implement and maintain proper and effective internal controls and disclosure controls and procedures, our ability to produce
accurate and timely financial statements and public reports could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors' views of us.

 Section
404 of the Sarbanes-Oxley Act of 2002 requires our company to evaluate the effectiveness of our internal control over financial reporting
as of the end of each year, and to include a management report assessing the effectiveness of our internal control over financial reporting
in each annual report on Form 10-K.

 We
have identified that our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control
over financial reporting. The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls
associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine
transactions in accordance with U.S. generally accepted accounting principles. Due to the material weaknesses in internal control over
financial reporting and disclosure controls and procedures, there may be errors in our consolidated financial statements and in the accompanying
footnote disclosures that could require restatements. Investors may lose confidence in our reported financial information and disclosure,
which could negatively impact our stock price.

 We
do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration
in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

 We
have additional common stock and preferred stock available for issuance, which, if issued, could adversely affect the rights of the holders
of our common stock.

 Our
Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of our common stock, and up to 10,000,000 shares of
preferred stock. The common stock and the preferred stock can be issued by the Board of Directors without stockholder approval. As of
March 25, 2025, there were 2,586,982 shares of our common stock outstanding and 0 shares of our preferred stock issued and outstanding.

 Our
stock is a penny stock subject to SEC penny stock regulations, which could restrict the trading activity and limit the ability to buy
and sell our stock.

 Our
company's stock qualifies as a penny stock, as defined by Rule 15g-9 of the Securities and Exchange Commission (SEC), due to its
market price being below $5.00 per share. This classification subjects our stock to regulatory restrictions imposed by the SEC and FINRA.

 Under
SEC regulations, broker-dealers are required to comply with additional sales practice requirements when trading penny stocks with individuals
who are not established customers or accredited investors. These requirements include the delivery of a standardized risk disclosure
document approved by the SEC, provision of current bid and offer quotations, disclosure of broker-dealer compensation, and issuance of
monthly account statements to customers holding penny stocks. Prior to executing a transaction involving penny stocks, broker-dealers
must assess the suitability of the investment for the purchaser and obtain written agreement from the purchaser.

 Furthermore,
FINRA mandates that broker-dealers must have reasonable grounds to believe that an investment is suitable for a customer before recommending
it. This requirement necessitates gathering information about the customer's financial status, tax status, investment objectives,
and other relevant details. FINRA's regulations regarding speculative low-priced securities create additional hurdles for broker-dealers
in recommending or trading our company's common stock.

 These
regulatory obligations may diminish the level of trading activity in the secondary market for our stock, potentially limiting investors'
ability to buy and sell our stock efficiently. Investors should be aware that these regulatory constraints on penny stock trading could
impact the marketability and liquidity of our common stock.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Risk
Management and Strategy

 Our
company recognizes the critical importance of addressing cybersecurity threats and managing associated risks. As part of our risk management
strategy, our Board of Directors actively oversees and reviews our strategic direction, considering our risk profile and exposure.

 Given
that our day-to-day operations involve a limited number of individuals, we rely on technology systems operated and managed by third parties.
We have established agreements with these third parties for hardware, software, telecommunications, and other information technology
services essential to our business operations. Additionally, we collaborate with third-party business partners and operators who have
their own cybersecurity risk management procedures and tools. Our entire Board of Directors with our senior officers monitor cybersecurity
readiness

 As
of the date of this filing, we are not aware of any cybersecurity threats that have materially affected our business. However, we acknowledge
the evolving nature of cybersecurity threats and remain committed to enhancing our protective measures as needed.

 For
more detailed information about the specific cybersecurity risks our company faces, please refer to the risk factor titled "Our
business is subject to cybersecurity risks" in Item IA. Risk Factors of this Form 10-K.

 Item
2. Properties.

 The
Company's address is 500 West Putnam Avenue, Suite 400, Greenwich, Connecticut 06830. We have contracted a third-party office provider
to provide full office services on a need basis, with a monthly payment of $142.

 Details
about our mining claims can be found on pages 6-8 of this report, under the section titled "Our Lisbon Valley Lithium Project".

 Item
3. Legal Proceedings.

 From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm our business. There are no material legal proceedings to which the Company or any of its subsidiaries is a party or of which any
of their property is the subject.

 Item
4. Mine Safety Disclosures.

 The
Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K require certain mine
safety disclosures to be made by companies that operate mines regulated under the Federal Mine Safety and Health Act of 1977. However,
the requirements of the Act and Item 104 of Regulation S-K do not apply as the Company does not engage in mining activities. Therefore,
the Company is not required to make such disclosures.

 PART
II

 Item
5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 There
is no established public trading market for our Common Stock. Our Common Stock is currently quoted on the OTC Markets Group's Pink
(Current Information) Open Market under the trading symbol "BLTH". For the periods indicated, the following table sets forth
the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.

 Fiscal Year 2023

 High Bid

 Low Bid

 First Quarter

 $
 18.00

 $
 6.00

 Second Quarter

 $
 31.50

 $
 1.50

 Third Quarter

 $
 28.50

 $
 12.00

 Fourth Quarter

 $
 4.95

 $
 3.00

 Fiscal Year 2024

 High Bid

 Low Bid

 First Quarter

 $
 5.00

 $
 0.15

 Second Quarter

 $
 3.75

 $
 0.15

 Third Quarter

 $
 2.50

 $
 0.15

 Fourth Quarter

 $
 5.00

 $
 1.35

 The
last reported sales price of our common stock on the OTC Pink on March 24, 2025, was $4.80. All stock prices reflect the 1-for-300
reverse stock split effective as of December 8, 2023, and the 1-for-5 reverse stock split effective January 24, 2025

 The
market value of our common stock is susceptible to significant changes driven by fluctuations in our quarterly operational results, general
market trends, and various external factors, many of which are outside our direct control. Additionally, broader market volatility, along
with general economic, business, and political conditions, may adversely affect the market demand for our common stock, regardless of
our actual or forecasted performance.

 Penny
Stock Rules

 The
Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).

 Our
shares constitute penny stock under the Securities Exchange Act. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his
or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to
comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document, which:

 contains
 a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

 contains
 a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock
 and the significance of the spread between the bid and ask price;

 contains
 a toll-free telephone number for inquiries on disciplinary actions;

 defines
 significant terms in the disclosure document or in the conduct of trading penny stocks; and

 contains
 such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation.

 The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

 the
 bid and offer quotations for the penny stock;

 the
 compensation of the broker-dealer and its salesperson in the transaction;

 the
 number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
 market for such stock; and

 monthly
 account statements showing the market value of each penny stock held in the customer's account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and
a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have
difficulty selling their securities.

 Reports

 We
are subject to certain filing requirements and will furnish annual financial reports to our stockholders, audited by our independent
registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically
with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

 Issued
and Outstanding Shares

 The
Company's certificate of incorporation authorizes 100,000,000 shares of common stock, par value $0.001; and 10,000,000 shares of
preferred stock, par value $0.001. As of March 25, 2025, the Company had 2,586,982 shares of common stock, and 0 shares of preferred
stock, issued and outstanding.

 Stockholders

 As
of March 25, 2025, the Company had approximately 744 record holders of its common stock. This number does not include the number
of persons whose shares are in nominee or in "street name" accounts through brokers.

 Dividend
Policy

 The
Company did not pay dividends during the years ended December 31, 2024, and 2023. The Company has never declared or paid any cash dividends
or distributions on our common stock and intends to retain future earnings, if any, to support our operations and to finance expansion.
Therefore, it does not anticipate paying any cash dividends on the common stock in the foreseeable future.

 Stock
Transfer Agent and Warrant Agent

 The
Company's stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444. The Company
acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.

 Recent
Issuances of Unregistered Securities

 The
following information represents securities sold by the Company during the period covered by this Annual Report, and the subsequent period,
which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued
in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.
All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.

 On
 November 11, 2024, the Corporation issued 3,332 shares of Common Stock as compensation for services provided.

 On
 November 11, 2024, the Corporation issued 2,499 shares of Common Stock as compensation for services provided.

 On
 November 11, 2024, the Corporation issued 5,000 shares of Common Stock as compensation for services provided.

 On
 November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.

 On
 November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.

 On
 November 11, 2024, the Corporation issued 25,000 shares of Common Stock to a related party as compensation for services provided.

 On November 11, 2024, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity date of a promissory note.

 On November 11, 2024, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 7,800 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

 On November 11, 2024, the Corporation issued 146,687 shares of Common Stock to a related party to facilitate the extension of the maturity date of a consolidation promissory note.

 On November 11, 2024, the Corporation issued 66,225 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 63,466 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 48,202 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 9,223 shares of Common Stock to Brett Hawkin in compliance with the Most Favored Nation (MFN) terms of a promissory note.

 On November 11, 2024, the Corporation issued 6,500 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 6,500 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 14,384 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 6,605 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 17,832 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 7,800 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 On November 11, 2024, the Corporation issued 13,000 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

 Shares Repurchased by the Registrant

 The Company did not purchase or repurchase any
of its securities in the years ended December 31, 2024, and 2023.

 Securities Authorized for Issuance under Equity
Compensation Plans

 On July 22, 2011, the Board of
Directors of the Company approved the Company's 2011 Equity Incentive Plan (the "Plan") and on July 26, 2011,
stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of
16,667 shares. On November 16, 2017, the Board of Directors approved an increase of 33,334 shares to be made available for issuance
under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares. On
August 13, 2024, the Board of Directors adopted the American Battery Materials Inc. 2024 Incentive Compensation Plan, which was
deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer this
new plan, reserving 800,000 shares of Common Stock for issuance. Awards may be granted to employees, officers, directors,
consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated
at the time of grant as either incentive stock options or non-qualified stock options. Stock based compensation includes expense
charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues
stock options that vest over three years and expire in 5 to 10 years.

 The Company records share-based payments under
the provisions of FASB ASC 718. Stock based compensation expense is recognized over the requisite service period based on the grant date
fair value of the awards. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing
model on certain assumptions. The Company estimated the expected volatility based on data used by peer groups of public companies. The
expected term was estimated using the simplified method. The risk-free interest rate assumption was determined using the equivalent U.S.
Treasury bonds yield over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends
in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero.

 The following table sets forth information as
of December 31, 2024, regarding equity compensation plans under which the equity securities are authorized for issuance.

 Equity Plan Compensation Information

 Plan
 Category

 Number
 of
 securities
 to
 be
 issued
 upon
 exercise
 of
 outstanding
 options,
 warrants
 and
 rights

 Weighted
 average
 exercise
 price
 of
 outstanding
 options,
 warrants
 and
 rights

 Number
 of
 securities
 remaining
 available
 under
 equity
 compensation
 Plans

 Equity
 compensation plans approved by securities holders (1)

 560,000

 $
 1.55-

 240,000

 Equity
 compensation plans not approved by security holders

 -

 $
 -

 Total

 -

 -

 (1)

 Pursuant to the 2024 Equity Incentive Plan.

 Item 6. [Reserved].

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.

 Forward-Looking Statements

 Certain statements contained herein constitute
"forward-looking statements". Except for the historical information contained herein, this report contains forward-looking
statements (identified by the words "estimate," "project," "anticipate," "plan," "expect,"
"intend," "believe," "hope," "strategy" and similar expressions), which are based on our
current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties
and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including,
without limitation, those discussed under Part I, Item 1A "Risk Factors" in this Annual Report, and those described herein
that could cause actual results to differ materially from the results anticipated in the forward-looking statements, and the following:

 Our expectations about the strength of the global demand for lithium;

 Lithium prices may experience fluctuations due to market dynamics and economic conditions;

 The sustainability of industries relying on lithium may be influenced by factors such as consumer preferences and regulatory requirements;

 Expected benefits from business activities, such as the expectation that we will derive revenue from lithium extraction;

 Higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs, and inflation;

 Anticipated production costs and production estimates.

 The following discussion and analysis provides
information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition,
and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this report.

 This Management's Discussion and Analysis
is a supplement to our financial statements, including notes, referenced elsewhere in this Annual Report, and is provided to enhance your
understanding of our operations and financial condition. Due to rounding, some parts of this discussion may not sum or calculate precisely
to the totals and percentages provided in the tables.

 Overview and Outlook

 We are a U.S. based renewable
energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.
We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North
America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring and retiring certain
corporate debt and obligations and focusing on implementing a new operational direction.

 Through the corporate
reorganization and repositioning process, we found ourselves with the unique opportunity to acquire mining claims that historically reported
high levels of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. We hired
and affiliated ourselves with industry veterans that bring decades of experience, credibility and relationships.

 On November 5, 2021,
we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties
based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property. The acquisition was
driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer,
under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the
claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has
been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation
S-K Item 1300 and have had no mining revenue to date.

 In July 2023, we acquired
and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have been registered with the
BLM. We now own a total of 743 placer claims over 14,320 acres (approximately 22 square miles), comprised of the 102 original mining claims
and 641 new claims.

 On April 25, 2023, we
formed Mountain Sage Minerals, LLC, a Utah limited liability company. We plan to expand our holdings in the Lisbon Valley area with the
acquisition of additional mineral claims and joint venture opportunities through this entity.

 On June 1, 2023, we entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Seaport Global Acquisition II Corp. ("SGII")
and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII. SGII is a blank check company, also referred to as a special purpose
acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses. As a result of the Merger Agreement, we would have become a wholly
owned subsidiary of SGII. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November
20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.

 We have been moving forward
with our strategy of employing advanced brine extractive technology methodologies and have been in talks with numerous extraction providers.
Selective mineral extraction is the most cost-effective and ESG friendly approach currently available. Technologies are being utilized
that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective
partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech
modeling, aquifer modeling, recharge, flows and depth. We will need funding to support continuing operations and support our growth strategy
and we will need to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances
or other licensing arrangements. There is no assurance we will be able to raise sufficient capital to finance our operations.

 Results of Operations

 Year ended December
31, 2024, Compared to Year ended December 31, 2023

 Revenue

 For the years ended December
31, 2024, and 2023, our company had no revenue.

 Operating Expenses

 General and administrative
expenses for the year ended December 31, 2024, were $1,568,707, a decrease of $884,993 or 36%, compared to $2,453,700 for the year ended
December 31, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the year ended December 31,
2023, the higher operating expenses were attributable to costs incurred for staking new claims in Utah, exploration well permitting, development
of technical reports and geological modeling, and legal fees associated with the SPAC business combination.

 Gain (Loss) on Extinguishment

December 31, 2024, our company recorded a loss on extinguishment of debt of $1,842,273. During the year ended December 31, 2023, the Company
recorded a gain on extinguishment of debt of $441,041, consisting of $7,008 in principal and $60,976 in interest forgiven by noteholders,
and $373,057 in aged payables write-off.

 Fair Value of Stock
Issued for Note Modification

December 31, 2024, our company recorded a fair value of stock issued for note modification of $449,660. During the year ended December
31, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.

 Interest Expense

 Interest expense for
the year ended December 31, 2024, was $446,278, as compared to $203,287 during the year ended December 31, 2023.

 Net Loss

 As a result of the foregoing,
the net loss for the year ended December 31, 2024, was $4,306,918 as compared to the net loss of $2,384,802 during the year ended December
31, 2023.

 Liquidity and Capital
Resources

 We require cash to fund
our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial
statements have been prepared on a going concern basis. Our company had a net loss of $4,306,918 during the year ended December 31, 2024,
had accumulated losses totaling $24,546,557, and a working capital deficit of $7,012,565 as of December 31, 2024. These factors, among
others, indicate that our company may be unable to continue as a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

 Since we acquired our
first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited our ability to execute
our operating plan. Our company will need to raise additional financing in order to fund its operations for the next 12 months and to
allow us to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing
not be available, we will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance
that our company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing.

 Sources of additional
capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or
revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all
and we may not obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern
is in doubt.

 If we are unable to obtain
sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely. If we obtain
additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage
ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights
preferences or privileges senior to the common stock.

 Cash Flows from Operating
Activities

December 31, 2024, our company used $750,311 of cash in operating activities as a result of our net loss of $4,306,918, offset by loss
on debt settlement of $1,842,273 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $449,660,
share-based compensation of $67,586, and net changes in operating assets and liabilities of $1,168,591.

December 31, 2023, the Company used $2,278,206 of cash in operating activities as a result of the Company's net loss of $2,384,802,
increased by gain on debt settlement of $441,041 and amortization of debt discount of $28,497, and offset by fair value of options issued
for note modification of $168,856, share-based compensation of $275,465, and net changes in operating assets and liabilities of $131,813.

 Cash Flows from Investing
Activities

December 31, 2024, our company had no investing activities.

 During the year ended December 31, 2023, the Company
expended $106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.

 Cash Flows from Financing
Activities

December 31, 2024, financing activities provided $755,831 resulting from $210,000 in proceeds from convertible notes and $770,831 in proceeds
from promissory notes and offset by repayment of promissory notes of $225,000.

 During the year ended December 31, 2023, financing
activities provided $2,349,000, resulting from $2,025,000 in proceeds from convertible notes, $100,000 in proceeds from promissory notes,
and $224,000 in proceeds from the exercise of warrants.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Not required by smaller companies.

 Item 8. Financial Statements and Supplementary
Data.

 Index to Consolidated Financial Statements

 December 31, 2024 and 2023

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 6580)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements for the years ended December 31, 2024 and 2023

 Report of Independent Registered Public Accounting
Firm

 To
the Board of Directors and Shareholders

 of
American Battery Materials, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of American Battery Materials, Inc. (the Company) as of December 31, 2024 and
2023, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended and
the related notes (collectively referred to as the financial statements).

 In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern Considerations

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered
recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 I.
Accounting for Convertible Notes

 Critical
Audit Matter Description

 As
discussed in Note 4 to the consolidated financial statements, the Company issued multiple convertible notes during 2024, which contained
embedded features. Under ASC 815, Derivatives and Hedging, management is required to assess whether these embedded features should
be bifurcated and accounted for separately as derivative liabilities.

 The
auditing of the Company's convertible notes involved especially challenging auditor judgment due to the complexity of the embedded
features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible
note agreements.

 Audit
Response

 Our
audit procedures to address the accounting of the convertible notes included the following, among others:

 -
 We
 obtained and read the terms and conditions of all convertible notes issued to understand
 the various features associated with the convertible notes.

 -
 We
 assessed whether the embedded features met the bifurcation criteria under ASC 815, including
 the evaluation of whether these features were clearly and closely related to the debt host.

 -
 We
 evaluated management's application of ASC 815-15 and ASC 480 to determine whether the
 identified embedded features should be classified as derivatives and assessed the appropriateness
 of their conclusions.

 -
 We
 evaluated the competency and objectivity of management's expert engaged by the Company
 to assist in the accounting analysis of the convertible notes.

 GreenGrowth
CPAs

 March
25, 2025

 We
have served as the Company's auditor since 2023.

 Los
Angeles, California

 PCAOB
ID Number 6580

 Consolidated Balance Sheets

 Assets

 2024

 2023

 Current assets

 Cash

 $
 12,896

 $
 7,376

 Prepaid expenses and other assets

 104,073

 143,202

 Total current assets

 116,969

 150,578

 Noncurrent assets

 Mineral claims

 206,000

 206,000

 Total assets

 $
 322,969

 $
 356,578

 Liabilities and Stockholders' Deficit

 Current Liabilities:

 Accounts payable

 $
 399,631

 $
 164,948

 Accrued expenses

 826,688

 449,196

 Accrued interest

 317,434

 251,570

 Promissory notes payable, net of discount

 185,929

 300,000

 Promissory notes payable – related party

 832,534

 175,000

 Convertible notes payable, net of discount

 3,899,253

 1,971,503

 Convertible notes payable – related party

 631,811

 25,000

 Current capital lease obligation

 36,254

 36,254

 Total current liabilities

 7,129,534

 3,373,471

 Total Liabilities

 7,129,534

 3,373,471

 Stockholders' deficit

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

 -

 -

 Common
stock, $ 0.001 par
value, 100,000,000 shares
authorized, 2,586,982 and
 2,275,367 shares
issued and outstanding, respectively

 2,586

 2,275

 Additional paid in capital

 17,737,406

 17,220,471

 Accumulated deficit

 ( 24,546,557
)

 ( 20,239,639
)

 Total stockholders' deficit

 ( 6,806,565
)

 ( 3,016,893
)

 Total liabilities and stockholders' deficit

 $
 322,969

 $
 356,578

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

 Consolidated Statements of Operations

 Year Ended

 Year Ended

 2024

 2023

 Operating Expenses

 General and administrative

 $
 1,568,707

 $
 2,453,700

 Total operating expenses

 1,568,707

 2,453,700

 Operating loss

 ( 1,568,707
)

 ( 2,453,700
)

 Other Expenses / Income

 Gain (loss) on extinguishment of debt

 ( 1,842,273
)

 441,041

 Fair value of stock issued for note modification

 ( 449,660
)

 ( 168,856
)

 Interest expense

 ( 446,278
)

 ( 203,287
)

 Total other expenses / income

 ( 2,738,211
)

 68,898

 Income (loss) from operations before income taxes

)

)

 Provision for income taxes

 -

 -

 Net Income (Loss)

 $
)

 $
)

 Net loss per share – basic and diluted

 $
 ( 1.81
)

 $
 ( 1.07
)

 Weighted average common shares – basic and diluted

 2,377,691

 2,231,671

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

 Consolidated Statements of Changes in Stockholders'
Deficit

 Years Ended December 31, 2024 and 2023

 Additional

 Total

 Preferred stock

 Common stock

 Paid in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Equity/(Deficit)

 Balance as of December 31, 2022

 50,000

 $

 2,164,312

 $
 2,164

 $
 16,552,256

 $
 ( 17,854,837
)

 $
 ( 1,300,412
)

 Shares issued for services

 -

 -

 34,102

 202,968

 -

 203,002

 Shares issued for warrant exercise

 -

 -

 39,298

 223,961

 -

 224,000

 Shares issued for cashless warrant exercise

 -

 -

 11,200

 ( 11
)

 -

 -

 Conversion of preferred stock to common stock

 ( 50,000
)

 ( 5
)

 6,667

 ( 2
)

 -

 -

 Shares issued for note modification

 -

 -

 11,090

 168,845

 -

 168,856

 Shares issued with notes

 -

 -

 8,698

 72,454

 -

 72,463

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 -

 $
 -

 2,275,367

 $
 2,275

 $
 17,220,471

 $
 ( 20,239,639
)

 $
 ( 3,016,893
)

 Balance as of December 31, 2023

 -

 $
 -

 2,275,367

 $
 2,275

 $
 17,220,471

 $
 ( 20,239,639
)

 $
 ( 3,016,893
)

 Balance, value

 -

 $
 -

 2,275,367

 $
 2,275

 $
 17,220,471

 $
 ( 20,239,639
)

 $
 ( 3,016,893
)

 Shares issued for services

 -

 -

 35,444

 53,250

 -

 53,285

 Shares issued for note modification

 -

 -

 276,171

 449,384

 -

 449,660

 Share-based compensation

 -

 -

 -

 -

 14,301

 -

 14,301

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2024

 -

 $
 -

 2,586,982

 $
 2,586

 $
 17,737,406

 $
 ( 24,546,557
)

 $
 ( 6,806,565
)

 Balance, value

 -

 $
 -

 2,586,982

 $
 2,586

 $
 17,737,406

 $
 ( 24,546,557
)

 $
 ( 6,806,565
)

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

 Consolidated Statements of Cash Flows

 Year Ended

 Year Ended

 2024

 2023

 Cash Flows from Operating Activities

 Net income (loss)

 $
)

 $
)

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

 Stock based compensation

 67,586

 275,465

 Gain/loss on settlement of liabilities

 1,842,273

 ( 441,041
)

 Fair value of stock issued for note modification

 449,660

 168,856

 Amortization of debt discount

 28,497

 ( 28,497
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 39,129

 ( 80,485
)

 Accounts payable and accrued expenses

 764,583

 165,781

 Accrued interest

 364,879

 46,517

 Net cash used in operating activities

 ( 750,311
)

 ( 2,278,206
)

 Cash Flows from Investing Activities:

 Acquisition of mineral claims

 -

 ( 106,000
)

 Net cash provided by (used in) investing activities

 -

 ( 106,000
)

 Cash Flows from Financing Activities

 Proceeds from convertible notes

 105,000

 2,025,000

 Proceeds from convertible notes – related party

 105,000

 -

 Proceeds from promissory notes

 770,831

 100,000

 Repayment of promissory notes

 ( 225,000
)

 -

 Proceeds from warrant exercises

 -

 224,000

 Net cash provided by financing activities

 755,831

 2,349,000

 -

 Net increase (decrease) in cash

 5,520

 ( 35,206
)

 Cash, beginning of period

 7,376

 42,582

 Cash, end of period

 $
 12,896

 $
 7,376

 Supplemental disclosures:

 Interest paid

 $
 -

 $
 -

 Supplemental disclosures of non-cash items:

 Accounts payable and accrued payable exchanged for convertible note

 $
 440,129

 $
 -

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

 Notes to Consolidated Financial Statements

 For the Years ended December 31, 2024 and 2023

 Note 1 - Nature of the Business

 American Battery Materials, Inc. (the "Company")
is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner.

 The Company formerly developed, marketed and distributed
various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related
to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while
focusing on implementing a new operational direction.

 Through the corporate reorganization
and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims
that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans
that bring decades of experience, credibility and relationships.

 On November 5, 2021, the Company acquired the
rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000. The acquisition was driven by historical mineral
data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment
and development in the claims were warranted.

 On April 25, 2023, the Company formed Mountain
Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner. The Company will look to expand its holdings in the
Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC.

 On May 1, 2023, FINRA completed the processing
of our application for a name change, and our name was officially changed to American Battery Materials, Inc. At the same time, the Company's
trading symbol was changed to BLTH. These changes better reflect the business of the Company.

 On June 1, 2023, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Seaport Global Acquisition II Corp., a Delaware corporation ("SGI I "),
and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII ("Merger Sub"). SGII is a blank check
company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Following material
changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had
elected to terminate the Merger Agreement.

 On August 4, 2023, the Company filed an Amendment
to the Certificate of Incorporation (the "Amendment") in order to effect a reverse stock split in the ratio of 1-for-300 (the
"Reverse Split"). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the
Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time
prior to October 20, 2023, with the Company's Board having the discretion to determine whether or not the Reverse Split is to be
effected, and if effected, the exact ratio for the Reverse Split within the above range. On August 1, 2023, the Company's unanimously
approved the Reverse Split and authorized the filing of the Amendment. On December 8, 2023, the company effectuated the reverse split
of the common stock by a ratio of one-for-300 (the "Reverse Split"). All per share amounts and number of shares in the consolidated
financial statements and related notes have been retroactively restated to reflect the Reverse Split.

 On January
16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the
issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of
the reverse stock split. The reverse stock split became effective on January 24, 2025. The total number of authorized shares of common
stock was reduced from 4,500,000,000 shares to 100,000,000 shares. The par value of the class Common Stock will remain the same at $ 0.001
per share. The 10,000,000 authorized shares of the Corporation's preferred stock, par value $ 0.001 per share will not change. All
per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to
reflect the Reverse Split.

has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous
extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies
are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer.
The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results,
analytical, geotech modeling, aquifer modeling, recharge, flows and depth.

 Note
2 - Going Concern

 The
accompanying consolidated financial statements have been prepared on a going concern basis. The Company had a net loss of $ 4,306,918 during
the year ended December 31, 2024, has accumulated losses totaling $ 24,546,557,
and has a working capital deficit of $ 7,012,565
as of December 31, 2024. These factors, among others, indicate that the Company may be unable to continue as a going concern. The
consolidated financial statements do not include any adjustments that might result from the outcome of these
uncertainties.

 Until the
Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional
financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination,
to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its
obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend
the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt
obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company's
ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

 Note
3 - Summary of Significant Accounting Policies

 Basis
of Presentation and Principles of Consolidation

 The accompanying
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company's
fiscal year end is December 31.

 Use of
Estimates

 The preparation
of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different
from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise
of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

 Property
and Equipment

 Property
and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful
life of the assets. Equipment has estimated useful lives between three and seven years. Expenditures for repairs and maintenance are charged
to expense as incurred.

 Impairment
of Long-lived Assets

 Long-lived
assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used
is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group.
If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount
of the asset group exceeds its fair value.

 Mineral
Rights and Properties

capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven
and probable reserves as defined by Securities and Exchange Commission ("SEC") Regulation S-K Item 1300, exploration expenditures
are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the
carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that
indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand
on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000. The
Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000. The new claims
have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised
of (i) the 102 original claims held; and (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were
noted during the years ended December 31, 2024 and 2023.

 Earnings
Per Share

presents basic and diluted earnings per share in accordance with ASC 260, "Earnings per Share." Basic earnings per share reflect
the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the
number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation
for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

 As of December
31, 2024, and December 31, 2023, there were approximately 63,236 and 126,324 shares respectively, potentially issuable under convertible
debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from
the years ended December 31, 2024 and 2023 because their inclusion would have been anti-dilutive due to the Company's net losses.

 Derivative
Financial Instruments

evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting
purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded
at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement
of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

 Fair
Value of Financial Instruments

 For certain
of the Company's financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued
liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, "Fair
Value Measurements and Disclosures," requires disclosure of the fair value of financial instruments held by the Company. ASC 825,
"Financial Instruments," defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value
measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

 Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

 Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

 Stock-Based
Compensation

accounts for stock-based compensation in accordance with ASC 718, "Compensation - Stock Compensation," which requires all
stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument
issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period
of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the
Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to non-employees that vest immediately is the
date the award is issued.

 Revenue
Recognition

 We recognize
revenue under ASC 606, "Revenue from Contracts with Customers," the core principle of which is that an entity should recognize
revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity
is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate
the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either
over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial
statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

recognized $ 0 revenue during the years ended December 31, 2024 and 2023.

 Convertible Debt

 The Company issues convertible
notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption provisions, and contractual
adjustments like most favored nations clauses. Convertible debt is accounted for under ASC 470, Debt, as amended by ASU 2020-06, Debt—Debt
with Conversion and Other Options, adopted by the Company effective January 1, 2024. This standard simplifies the accounting by eliminating
certain separation models for convertible instruments, requiring the Company to evaluate the debt as a single instrument unless bifurcation
of embedded derivatives is required under ASC 815, Derivatives and Hedging.

 Convertible notes are initially
recorded at their principal amount, net of issuance costs or discounts, and classified as liabilities unless specific features mandate
equity classification. Interest expense is recognized using the effective interest method over the notes' terms.

 The Company's convertible
debt instruments are debt host financial instruments containing embedded features, some of which would otherwise be required to be bifurcated
from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements
under ASC Topic 815, Derivatives and Hedging. Embedded features are assessed to determine if they require bifurcation as derivatives.
Features are bifurcated if their economic characteristics and risks are not clearly and closely related to the debt host, the hybrid instrument
is not remeasured at fair value through earnings, and the feature would qualify as a standalone derivative. Bifurcated derivatives are
recorded at fair value, with subsequent changes recognized in earnings. However, features contingent on events with low probability (e.g.,
uplisting or an event of default) are assigned immaterial value. The Company continues to monitor its facts and circumstances in each
reporting period to evaluate whether each immaterial embedded feature's fair value or change to it is significant and would therefore
need to be ascribed value.

 Common stock issued with convertible
notes are treated as freestanding equity instruments under ASC 815-40, recorded at fair value in additional paid-in capital, with proceeds
allocated between the debt and shares using the relative fair value method. The fair value of the shares issued are treated as a discount
to the value of the convertible debt issued.

 Debt issuance costs are capitalized
and amortized as additional interest expense over the debt term, unless allocated to bifurcated derivatives, in which case they are expensed
immediately if material.

 Refinancings of convertible
and promissory notes previously issued by the Company are evaluated under ASC 470-50, Modifications and Extinguishments, or ASC 470-60,
Troubled Debt Restructurings by Debtors. A refinancing is accounted for as an extinguishment if the present value of cash flows under
the new terms differs by at least 10% from the original terms or if a substantive conversion option is added or eliminated. When an extinguishment
occurs, the original debt is derecognized and the new debt is recorded at fair value, recognizing any gain or loss in earnings. If not
extinguished, a refinancing is treated as a modification with no gain or loss recognition. If the Company were to experience multiple
changes to the same debt within a one-year period, and the first of those changes were determined to be a modification, the Company would
then evaluate the changes within the one-year period on a cumulative basis.

 A refinancing is classified as a troubled debt restructuring
(TDR) if the Company is experiencing financial difficulty and the creditor grants a concession (e.g., reduced effective interest rate).
For TDRs, the carrying amount is adjusted only if undiscounted future cash flows fall below the net carrying value of the original debt.
When the undiscounted future cash flows of refinanced debt fall below the net carrying value of the original debt, the Company would record
a gain for the difference. It would further adjust the carrying value of the debt to the future undiscounted cash flow amount with no
interest expense recorded going forward. All future interest payments would then reduce the carrying value of the respective debt modified.
If the undiscounted future cash flows are greater than the carrying value of the original debt, no gain would be recorded. The Company
would then calculate a new effective interest rate based upon the carrying value of the original debt and the revised future cash flows
under the terms of the new debt.

 Recent
Accounting Pronouncements

 In August 2020, the FASB issued ASU No. 2020-06,
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, which simplifies the accounting for convertible
instruments. ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases.
Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity's
own equity. The guidance also requires entities to use the if converted method for all convertible instruments in the diluted earnings
per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain
liability-classified share-based payment awards. This guidance is effective beginning after December 15, 2023 and must be applied using
either a modified or full retrospective approach. Early adoption is permitted. The Company adopted this guidance and applied it to its
convertible notes issued throughout the years ended December 31, 2024 and 2023.

 The
Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position,
results of operations, or cash flows.

 Note 4 – Debt

 Promissory Notes Payable and Promissory
Notes Payable - Related Party

 In 2014 and 2016, the Company issued two promissory
notes in the total principal amount of $ 70,000; a $ 40,000 Note issued Dec 19, 2014; and a $ 30,000 Note issued on March 29, 2016. Each
note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and requires notice from the holder
in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note.
Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date)
to initiate a collection action on a note. At December 31, 2023, neither of the Notes was in default and the balance outstanding was $ 70,000.

 During the year ended December 31, 2016, the Company
issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000. $ 30,000 is represented by a note issued
on Sept 23, 2016. This note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and requires
notice from the holder in order to be in default. The holder of this Note has failed to provide a notice of default. Further, enforceability
of this Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection
action on a note. At December 31, 2023, this Note was not in default and the balance outstanding was $ 30,000. $ 50,000 is represented by
a note issued on Nov 20, 2016. During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000
of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated September 23, 2022. The replacement note was
converted into shares of our common stock during the quarter ended December 31, 2022. As of December 31, 2023, the original $ 50,000 note
was no longer issued and outstanding.

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

 During the year ended December 31, 2024, the above-mentioned promissory notes were forgiven. The principal in the amount of $ 100,000 and accrued interest in the amount of $ 2,997 were exchanged
by the new convertible note in the amount of $ 102,997. Accrued interest in the amount of $ 131,417 was forgiven by the noteholder.

 During
the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000, of which
$ 175,000 with the related parties. The notes have a 1 -year term, bear interest of 7 % and 9 % if paid in cash. During the year ended December
31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000. A
total of 1,010,402 shares
of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000
note. The outstanding principal balance was $ 250,000 as of December 31, 2023. Accrued interest at December 31, 2023, these notes totaled
$ 19,880.

 During the year ended December 31, 2024:

 On March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest in the amount of $ 2,710 were exchanged by a new convertible note.

 On March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by the noteholder. The noteholder was issued a new convertible note in exchange.

 On March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest in the amount of $ 10,500 were forgiven by the noteholder. The noteholder was issued a new convertible note in exchange.

 On March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471, increase of intertest rate from 9 % to 10 % and extended for 1 year. A total of 3,250 shares of common stock were issued as additional consideration for the note amendment. On October 23, 2024, the Company entered into a transaction that triggered certain most favored nations (MFN) provisions under the note. As such, the principal amount due under the note has increased resulting in a new principal amount of $ 46,113. Additionally, the Company issued 9,223 shares of common stock in compliance with the MFN terms. Accrued interest as of December 31, 2024, was $ 2,717.

 Between May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182 were issued to the related party. The notes beared interest of 8 %. On September 30, 2024, these notes were consolidated into a new note with increase in principal to $ 733,436, increase of interest rate from 8 % to 10 % and 6-months term. A total of 146,687 shares of common stock were issued to a related party in connection with the agreement. The outstanding principal balance was $ 733,436 as of December 31, 2024. Accrued interest at December 31, 2024, on the note was $ 28,868.

 During the year ended December 31,
2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000.
The note has a discount of $ 25,000.
A total of 8,500,000
shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. On December 29,
2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1,
2024, with an increase of principal to $ 175,000
and interest rate of 10 %.
During the year ended December 31, 2024, the note was extended to July 12, 2024, increasing principal to $ 225,000.
A total of 22,500
shares of common stock were issued as additional consideration for the note extension. During the year ended December 31, 2024, the
note was partially repaid in the amount of $ 150,000.
The remaining principal in the amount of $ 75,000
and accrued interest in the amount of $ 32,551
were exchanged into a new promissory note. The new short-term promissory note in the amount of $ 107,551
bears interest of 10 %.
The outstanding principal balance was $ 107,551
as of September 30, 2024. During the year ended December 31, 2024, the note was extended to March 31, 2025, increasing principal to
$ 139,817.
A total of 27,963
shares of common stock were issued as additional consideration for the note extension. Accrued interest as of December 31, 2024, was
$ 5,993.

 During the year ended December 31, 2024, short-term
promissory note in the amount of $ 99,098 was issued to the related party. The note bears interest of 10 %. The outstanding principal balance
was $ 99,098 as of December 31, 2024. Accrued interest as of December 31, 2024, was $ 358.

 Convertible Notes Payable and Convertible
Notes Payable – Related Party

 In
February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000
with a related party. The note had a 1 -year
term, beared interest of 9 %
and had a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on
the maturity date. The outstanding principal balance was $ 25,000
as of December 31, 2023. Accrued interest as of December 31, 2023 was $ 1,881.
During the year ended December 31, 2024, total
principal in the amount of $ 25,000
and accrued interest in the amount of $ 2,574
were forgiven by the noteholder. The noteholder was issued new convertible note in exchange for the convertible note of $ 25,000
and a promissory note of $ 100,000. The
new note in the amount of $ 138,074
had a 1 -year term, beared interest of 7.5 %. During the
year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see
below).

 During the
year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the
"Purchasers") pursuant to which the Purchasers purchased from the Company convertible notes (the "Convertible Notes")
with an aggregate principal amount of $ 2,000,000. A total of 67,239 shares of common stock were issued according to the note agreements
or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at December 31,
2023, were $ 2,000,000 and $ 95,396, respectively.

 The Convertible
Notes provide for a maturity of 12-months; 7.5 % interest per annum; and no right to prepay during the first 6-months after the date of
issuance (the "Issuance Date"). The Convertible Notes are convertible into shares of common stock of the Company (the "Conversion
Shares") as follows:

 (a)
The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company's common stock being listed on
a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting
in the uplist (either, a "Triggering Transaction"). The conversion price for the Conversion Shares in an automatic conversion
shall be equal to:

 (1)
 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date;

 (2)
 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;

 (3)
 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date.

 (b)
The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance
Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price
for the Company's common stock during the 20-consecutive trading days preceding the conversion.

 During
the year ended December 31, 2024, notes with
six investors not affiliated with the Company were amended with an increase in principal from $ 1,950,000 to $ 3,394,584,
increase of interest rate from 7.5 %
to 10 %
and extended until March 31, 2025. A total of 234,000 shares of common stock were issued
according to the note agreements or as additional consideration for the note amendment. As
of December 31, 2024, total principal and accrued interest on these six notes totaled $ 3,394,584 and $ 227,398,
respectively.

 Conditions
of the note with one (1) Purchaser were amended twice (once under the MFN provision) resulting in an increase in principal from
$ 50,000 to
$ 89,158,
increase of interest rate from 7.5 %
to 10 %
and extended until March 31, 2025. Additionally, the Company issued 30,832 shares of
common stock in compliance with the MFN terms. Accrued interest as of December 31, 2024, was $ 5,233.

 During
the year ended December 31, 2024, the
Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511,
of which $ 447,787 with the related parties. The
Convertible Notes provided for a maturity of 10 and 12 months; 7.5 %,
 8 %
and 10 %
interest per annum. During the year ended December 31, 2024, conditions
of the notes were amended under the Most Favored Nation (MFN) provision resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase of interest rate from 7.5 %
to 10 %
for all notes and extended until March 31, 2025. Additionally, the Company issued 240,482 shares of common stock in compliance with the MFN terms. Accrued
interest as of December 31, 2024, was $ 46,866.

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

of Maturities of Debt

 2025

 5,549,527

 Total

 $
 5,549,527

 Note
5 - Capital Lease Obligations

 During the
year ended December 31, 2018, the Company entered into various capital lease agreements. The leases expire at various points through the
year ended December 31, 2023.

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

of Minimum Future Rental Payments

 2024

 $
 36,692

 Total minimum lease payments

 36,692

 Less: Amount represented interest

 ( 438
)

 Present value of minimum lease payments and guaranteed residual value

 $
 36,254

 Note
6 - Capital Stock

 On January
16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the
issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of
the reverse stock split. The reverse stock split became effective on January 24, 2025. The total number of authorized shares of common
stock was reduced from 4,500,000,000 shares to 100,000,000 shares. The par value of the class Common Stock will remain the same at $ 0.001
per share. The 10,000,000 authorized shares of the Corporation's preferred stock, par value $ 0.001 per share will not change.

filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the
Company's common stock by a ratio of one-for-300 (the "Reverse Split"). All per share amounts and number of shares in
the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split.

 On October
20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum
number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation
to (i) change the name of the Company to "American Battery Materials, Inc." (the "Name Change"); and (ii) increase
the total number of authorized shares of the Company's common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000
(the "Authorized Share Increase"). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was
processed by FINRA and was effective as of May 1, 2023, at which time the Company's trading symbol was changed to BLTH.

 On October
20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares
of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate
Law Section 228 and adopted and approved the following actions:

 1.

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

 2.

 Future amendment of the Company's Certificate of Incorporation to implement a reverse stock split of the Company's Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the "Reverse Split"), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range.

 Preferred
Stock

has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock.
As of December 31, 2024, and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares issued and
outstanding, respectively.

 Common
Stock

has authorized 100,000,000 shares of common stock, with 2,586,982 and 2,275,367 shares issued and outstanding at December 31, 2024 and
December 31, 2023, respectively.

 During the
year ended December 31, 2024, the Company issued 35,444 shares of common stock for services valued at $ 53,285 and 276,171 shares of common
stock for note modification.

 During the year ended December 31, 2023, the Company
issued 111,055 shares of its common stock, including 34,102 shares of common stock for services valued at $ 203,002; 39,298 shares of common
stock upon warrant exercises for an aggregate exercise price of $ 224,000; 11,200 shares of common stock upon cashless warrant exercise;
 6,667 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 11,090 shares of common stock for note
modification, and 8,698 shares of common stock in relation to issuance of promissory and convertible notes.

 Note
7 - Stock Options and Warrants

 Warrants

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

of Warrant Securities Outstanding

 Warrants

 Exercise Price

 Expiration

 2020 Warrants for services

 2,000

 $
 7.50

 January
 2025

 2022 Exchange warrants

 47,446

 $
 5.70

 September 2025

 Total

 49,446

 A summary
of all warrant activity for the year ended December 31, 2024, is as follows:

of Warrant Activity

 Post-split

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contractual
 Term

 Balance outstanding at December 31, 2023

 59,413

 $
 6.70

 2.32

 Granted

 -

 -

 -

 Exercised

 -

 -

 -

 Cancelled

 -

 -

 -

 Expired

 ( 9,967
)

 7.39

 -

 Balance outstanding at December 31, 2024

 49,446

 $
 5.77

 0.70

 Exercisable at December 31, 2024

 49,446

 $
 5.77

 0.70

 The intrinsic
value of the outstanding warrants as of December 31, 2024, was $ 0, as the exercise prices exceeded the common stock's fair market
value per share on that date.

 Options

 Stock
options are awarded to the Company's employees, consultants and non-employee members of the board of directors under the Equity
Incentive Plan and are generally granted with an exercise price equal to the market price of the Company's common stock at
the date of grant. The aggregate fair value of these stock options granted by the Company during the year
ended December 31, 2024, was determined to be $ 226,945 using
the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 31 %, (ii) discount rate of 0 %,
(iii) zero expected dividend yield, (iv) risk-free rate of 4.03 %, (v) price of $ 0.31,
and (vi) expected life of 3 years. A summary of option activity under the Company's Equity
Incentive Plan as of December 31, 2024, and changes during the year then ended, is presented below:

of Stock Option Activity Under Equity Incentive Plan

 Number of Options

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Term

 Balance outstanding at December 31, 2023

 -

 -

 -

 Granted

 560,000

 1.55

 2.94

 Exercised

 -

 -

 -

 Forfeited

 -

 -

 -

 Cancelled or expired

 -

 -

 -

 Balance outstanding at December 31, 2024

 560,000

 $
 1.55

 2.94

 Exercisable at December 31, 2024

 -

 $
 -

 -

 Equity
Incentive Plan

 On
July 22, 2011, the Board of Directors of the Company approved the Company's 2011 Equity Incentive Plan (the "Plan")
and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance
under the Plan of 16,667
 shares. On November 16, 2017, the Board of Directors approved an increase of 33,333
 shares to be made available for issuance under the Plan. Accordingly, the total number
of shares of common stock available for issuance under the Plan is 50,000
 shares. On August 13, 2024, the Board of Directors adopted the American Battery
Materials Inc. 2024 Incentive Compensation Plan, which was deemed desirable and in the best interests of the Corporation, authorizing
the executive officers to implement and administer this new plan, reserving 800,000
 shares of Common Stock for issuance. Awards may be granted to employees, officers, directors,
consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at
the time of grant as either incentive stock options or non-qualified stock options. Stock-based compensation includes expense charges
related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options
that vest over three years and expire in 5
 to 10
 years. There are currently no awards issued and outstanding under the Plan.

 Note 8 – Earnings Per Share

 Earnings per share calculations are performed
in accordance with ASC 260, 'Earnings Per Share'. Basic earnings per share is calculated using the weighted average number of common
shares issued and outstanding during the period, which were 2,377,691 and 2,231,671 for the years ended December 31, 2024, and December
31, 2023, respectively. Diluted earnings per share includes the dilutive effect of potential common shares, such as those issuable under
convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion is anti-dilutive. For the years ended
December 31, 2024, and December 31, 2023, approximately 63,236 and 126,324 potential common shares, respectively, were excluded from
the diluted earnings per share calculation due to the Company's reported net losses, as their inclusion would have reduced the
loss per share, rendering them anti-dilutive. The determination of anti-dilution was based on the application of the treasury stock method
for options and warrants and the if-converted method for convertible debt and preferred stock, as applicable.

 Note 9 - Income Taxes

 Loss from operations before provision (benefit)
for income taxes and associated tax provision (benefit) are summarized in the following table:

of Loss from Operations Before Provision (Benefit) for Income Taxes and Associated Tax Provision (Benefit)

 -

 2024

 2023

 Years ended December 31,

 Net Income (Loss)

 2024

 2023

 Domestic

 $
)

 $
)

 Net
 Income (Loss)

 $
)

 $
)

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 Total Current

 $
 -

 $
 -

 Deferred

 Federal

 $
 ( 998,912
)

 $
 ( 590,371
)

 State

 ( 190,269
)

 ( 112,452
)

 Total Deferred

 ( 1,189,181
)

 ( 702,823
)

 Less Increase in Allowance

 1,189,181

 702,823

 Net Deferred

 $
 -

 $
 -

 Total Income Tax Provision (Benefit)

 $
 -

 $
 -

 The significant components of the deferred tax
assets and liabilities are summarized below:

of Deferred Tax Assets and Liabilities

 2024

 2023

 Years ended December 31,

 2024

 2023

 Deferred Tax Assets (Liabilities):

 Net Operating Loss Carry-Forwards

 $
 5,350,576

 $
 4,273,846

 Depreciable and Amortizable Assets

 ( 20,520
)

 ( 20,520
)

 Stock Based Compensation

 134,725

 118,228

 Loss Reserve

 Accrued Compensation

 133,163

 37,326

 Other

 32,481

 32,364

 Total

 5,630,882

 4,441,701

 Less Valuation Allowance

 ( 5,630,882
)

 ( 4,441,701
)

 Net Deferred Tax Assets (Liabilities)

 $
 -

 $
 -

 At December 31, 2024 and 2023, the Company has
available net operating loss carry-forwards for federal and state income tax purposes of approximately $ 19.5 million and $ 15.2 million,
respectively. Of the federal net operating loss carryforward, $ 16.2 million, if not utilized earlier, expires through 2040 and $ 3.3 million
will carry-forward indefinitely. The state net operating loss carryforwards expire through 2043, if not utilized earlier. Due to the uncertainty
as to the Company's ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards
before they expire, the Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the
total net deferred tax assets.

 Internal Revenue Code Section 382 ("Section
382") imposes limitations on the availability of a company's net operating losses and other corporate tax attributes as certain
significant ownership changes occur. As a result of the historical equity instrument issuances by the Company, a Section 382 ownership
change may have occurred and a study will be required to determine the date of the ownership change, if any. The amount of the Company's
net operating losses and other tax attributes incurred prior to any ownership change may be limited based on the Company's value.
A full valuation allowance has been established for the Company's deferred tax assets, including net operating losses and any other
corporate tax attributes.

 During the years ended December 31, 2024 and 2023,
the Company had no unrecognized uncertain tax positions. The Company's policy is to recognize interest accrued and penalties related
to unrecognized uncertain tax positions in tax expense.

 The Company files income tax returns in the U.S.
federal jurisdiction, as well as the states of California, Florida, Illinois and New York. The tax years 2020-2024 generally remain open
to examination by the U.S. federal and state taxing authorities.

 A reconciliation of the income tax provision using
the statutory U.S. income tax rate compared with the actual income tax provision reported on the consolidated statements of operations
is summarized in the following table:

of Reconciliation of Income Tax Provision

 Years ended December 31,

 2024

 2023

 Statutory United States federal rate

 21.00
 %

 21.00
 %

 State income tax, net of federal benefit

 4.00

 4.00

 Change in valuation allowance

 ( 27.61
)

 ( 29.47
)

 Stock based compensation

 0.38

 2.13

 Permanent differences

 0.00

 0.04

 Other

 2.23

 2.30

 Effective tax rate benefit (provision)

 ( 2.23
)%

 ( 2.30
)%

 Note 10 - Segment Information

 The Company operates and manages its business as one operating and
reportable segment, which is the business of renewable energy focused on the extraction, refinement and distribution of technical minerals
in an environmentally responsible manner. The Company's chief operating decision maker ("CODM") is its Chief Executive
Officer. The Company's measure of segment profit or loss is net income. For purposes of evaluating performance and allocating resources,
the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company's forecast.

 For the fiscal year ended December 31, 2024, the CODM regularly receives
and reviews the Company's net income, and significant operating expenses categories, which are integral to the measure of operating
performance. The significant expense categories include employee compensation, office operations and professional services. These expenses
are presented below as they are included in the net income measure used by the CODM:

 Schedule of Segment Information

 2024

 2023

 Year Ended December 31,

 2024

 2023

 General and administrative

 Wages and related

 $
 ( 606,955
)

 $
 ( 604,889
)

 Office Operations

 ( 312,676
)

 ( 312,052
)

 Professional Services

 ( 536,280
)

 ( 1,252,543
)

 Other Operating Expenses

 ( 112,796
)

 ( 284,216
)

 Total Operating Expenses

 $
 ( 1,568,707
)

 $
 ( 2,453,700
)

 Other Expenses / Income

 Gain (loss) on extinguishment of debt

 ( 1,842,273
)

 441,041

 Fair value of stock issued for note modification

 ( 449,660
)

 ( 168,856
)

 Interest expense

 ( 446,278
)

 ( 203,287
)

 Total Other Expenses / Income

 $
 ( 2,738,211
)

 $
 68,898

 Net Income (Loss)

 $
)

 $
)

 Note
11 - Subsequent Events

 On
January 1, 2025, 2,000 warrants issued in 2020 for services, with an exercise price of $ 7.50 per share, expired in accordance with their
original terms. As of December 31, 2024, these warrants were outstanding and had no intrinsic value, as the exercise price exceeded the
market price of the company's common stock. The expiration of these warrants does not impact the financial position or results
of operations as presented in the accompanying financial statements, as no adjustments were required.

 On January
16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the
issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of
the reverse stock split. The reverse stock split became effective on January 24, 2025. The total number of authorized shares of common
stock was reduced from 4,500,000,000 shares to 100,000,000 shares. The par value of the class Common Stock will remain the same at $ 0.001
per share. The 10,000,000 authorized shares of the Corporation's preferred stock, par value $ 0.001 per share will not change.

 On January
15, 2025, the Company issued a convertible promissory note for the principal amount of $ 25,000.

 On February
10, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000.

 On February
11, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000.

 On February
27, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 10,000.

 On March
7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 50,000.

 Item 9. Changes In and Disagreements With Accountants
On Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Agustin Cabo (" Cabo "), who
serves as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures
as of December 31, 2024. The term "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Exchange Act,
means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in
the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the
cost benefit relationship of possible controls and procedures. Based on its evaluation, management concluded as of December 31, 2024,
that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting,
described below in Management's Report on Internal Control Over Financial Reporting. Notwithstanding the identified material weaknesses,
management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material
respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

 Management's Report on Internal Control
Over Financial Reporting

 Cabo, as our Principal Executive Officer and Principal
Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is
defined in Rule 13a-15(f) under the Exchange Act. An evaluation was performed of the effectiveness of the Company's internal control
over financial reporting. The evaluation was based on the framework in 2013 Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 Based on our evaluation under the criteria set
forth in 2013 Internal Control — Integrated Framework, our management concluded that, as of December 31, 2024, our internal control
over financial reporting was not effective because of the identification of material weaknesses described as follows:

 We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis.

 We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

 We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

 Remediation Plan for Material Weaknesses in
Internal Control over Financial Reporting

 Management of the Company is committed to improving
its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company
with accounting and finance responsibilities; (ii) increase the frequency of independent reconciliations of significant accounts which
will mitigate the lack of segregation of duties until there are sufficient personnel; and, (iii) is currently considering appointing audit
committee members in the future.

 Management has discussed the material weaknesses
noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, it is reasonably possible
that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented
or detected during our financial close and reporting process.

 This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

 Changes in Internal Controls Over Financial
Reporting

 There were no changes in our internal control
over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Item 9B. Other Information.

 The company issued securities in accordance with
an exemption provided by Section 4(a)(2) of the Securities Act, which exempts transactions conducted by the issuer that do not constitute
public offerings and are therefore exempt from registration requirements.

 [ ]

 Item 9C. Disclosure Regarding Foreign Jurisdictions
That Prevent Inspections.

 David Graber was appointed
by the Board of Directors to serve as the Company's sole Chief Executive Officer and remains the Company's Chairman of the
Board.

 Sebastian Lux, resigned as
the Company's Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of the company in addition
to being appointed as the Chief Operating Officer by the Board of Directors. Mr. Lux's resignation did not result from any disagreement
with the Company concerning any matter relating to the Company's operations, policies or practices.

 Agustin Cabo was appointed
by the Board of Directors to serve as the Company's Chief Financial Officer and principal financial and accounting officer.

 For biographical information concerning Messrs.
Graber, Lux and Cabo, see Item 10, "Directors, Executive Officers and Corporate Governance" in this Form 10-K, which is incorporated
herein by reference.

 Item 10. Directors, Executive Officers and
Corporate Governance

 Directors and Executive Officers

 Name

 Age

 Position

 Director/Officer Since

 David Graber

 CEO and Chairman

 February 2017

 Sebastian Lux

 President, COO, Director

 July 2022

 Agustin Cabo

 CFO

 March 2024

 Dylan Glenn

 May 2023

 Jared Levinthal

 December 2018

 Andrew Suckling

 August 2022

 Justin Vorwerk

 August 2022

 Dr. Adam Lipson

 July 2022

 The principal occupations for at least the past
five years of each of our directors and executive officers are as follows:

 David Graber served as the Chief Executive
Officer and a director of our company from February 2017 to November 2018 and has served as a member of our Board since July 2022 and
our co-CEO and Chairman of the Board since March 2023. On March 2024, he was appointed sole CEO of the company. Mr. Graber is the managing
principal of Cobrador Capital Advisors, LLC, an investment advisory firm focused on the consumer sector and energy transition. Prior to
Cobrador Capital Advisors, LLC, Mr. Graber was Managing Director, investment banking at New Century Capital Partners (2011-2014) and National
Securities Corporation (2009-2010) where he focused on natural resources and energy transportation sectors. From 1994-2005, Mr. Graber
was a senior vice president and director in the equities division of Donaldson, Lufkin & Jenrette and subsequently, Credit Suisse
First Boston (CSFB) in New York and Los Angeles. Mr. Graber holds dual Master of Business Administration (MBA) from Columbia University
Graduate School of Business in New York City and London Business School in the UK. He also holds a B.A. in Psychology from Tulane University.
Mr. Graber brings extensive natural resource industry knowledge to our company and a deep background in corporate finance and capital
market activities.

 Sebastian Lux was appointed to serve previously
as our CEO and interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition to being appointed to our Board of Directors.
On March 2024, he was appointed President and COO of the company. Mr. Lux has over 25 years of experience working with multinational
companies. Immediately prior to joining us, Mr. Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider
for end-to-end supply chain analysis. Previously, Mr. Lux served from 2015 through 2020 as co-founder and director of supply chain logistics
for Genuine Origin, a division of Volcafe & ED&F Man. He is a multilingual professional experienced in strategic planning for
international operations, data analytics, financial modeling, logistics, purchasing, product development, supplier partnership management,
process improvements, negotiations, e-business, and franchise development. Mr. Lux earned an MBA in Entrepreneurship from Babson's
F.W. Olin Graduate School of Business, an MSAS in E-Commerce from Boston University, and a B.A. in Economics from Roanoke College. In
addition to his operational leadership of our company, Mr. Lux has experience in entrepreneurial ventures in the United States, Europe
and South America where he developed international supply chains for the distribution of coffee, food goods, and after-market auto-parts
as well as having created multiple market entry programs and brand development projects for new and existing companies, making him well
qualified as a member of the Board.

 Agustin Cabo, CFA, CMA, was appointed to
serve as our CFO in March 2024, previously serving as Director of Finance of the company. Prior to this, he was the CFO at Americhem Sales
Company (2020-2023). Agustin also served as an Associate of Strategic Business Development at Scientific Games International (2018-2020),
Additionally, he worked as a Senior Research Analyst at Crisil Limited, an S&P company (2010-2016). He holds an M.B.A. from Emory
University's Goizueta Business School, where he graduated in May 2018 as an Acosta International Scholar and a B.A. in Economics
from University of Buenos Aires. Agustin is also a Chartered Financial Analyst (CFA) and a member of the CFA Institute, having earned
his certification in September 2015, and a Certified Management Accountant (CMA) and member of the Institute of Management Accountants
(IMA), certified in January 2024.

 Dylan Glenn became a director of our company
in May 2023. He has been a Senior Director at Eldridge, a diversified holding company headquartered in Greenwich, Connecticut, where he
has been since October 2021. He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based joint venture partnership between
the KBBO Group and Guggenheim Partners. Prior to this role, Mr. Glenn was Senior Managing Director of Guggenheim Partners, where he worked
for nearly 15 years. While at Guggenheim Partners, Mr. Glenn worked mostly in two capacities. First, he coordinated the joint venture
– Guggenheim KBBO Partners, Ltd., a merchant banking business which leveraged Guggenheim's investment banking and asset management
capabilities with an important strategic partner in the Middle East. Additionally, he led Guggenheim's Government Relations effort
in Washington and was a Member of the Guggenheim Partners Public Affairs Committee. Prior to joining Guggenheim, Mr. Glenn served as Deputy
Chief of Staff to Governor Sonny Perdue of Georgia. As a Deputy Chief of Staff, Mr. Glenn was responsible for all External Affairs. Mr.
Glenn also served in the White House in Washington, D.C. as Special Assistant for President George W. Bush for Economic Policy. He was
a member of the National Economic Council team advising the President on various economic issues. Mr. Glenn is a director of the George
W. Bush Presidential Center. Mr. Glenn is a Director of the Renewable Energy Group, a leading global producer and supplier of renewable
fuels like biodiesel, renewable diesel, renewable chemicals and other products. He is also a Director of Intellicheck, Inc., a leading
authentication services company, since March 2020. Additionally, he serves on the Board of Managers of Stonebriar Commercial Finance based
in Plano, Texas. Mr. Glenn is a Trustee of Davidson College, where he earned his B.A. degree and is also a Trustee of the Episcopal High
School at Alexandria, Virginia. Mr. Glenn's extensive experience in finance and economics, insight into regulatory affairs and his
expertise in oversight and governance gained through service in the public sector, bring unique and valuable perspective to our Board
and make him well qualified to be a member of the Board.

 Jared Levinthal has served as a Director
of our company since December 2018. Mr. Levinthal, an attorney, is a partner with Lightfoot Franklin & White, PLLC in Houston, Texas.
Mr. Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law. Mr. Levinthal is a graduate of
Tulane University with a BA and is a member of the Texas Bar. Mr. Levinthal is well qualified to serve as a director due to his substantial
knowledge and working knowledge in corporate governance and controls.

 Andrew Suckling has served as a director
of our company since August 2022. Mr. Suckling has over 25 years' experience in the commodity industry and is currently the non-executive
chairman of Cadence Minerals (AIM: KDNC), the non-executive director of Macarthur Minerals (TSX-V: MMS, ASX: MIO. Mr. Suckling started
his professional career in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner, research analyst
and trader with the multibillion fund management group, Ospraie. Mr. Suckling is a graduate of Brasenose College, Oxford University, earning
a B.A. (Hons) in Modern History and an MA in Modern History. Mr. Suckling's in-depth knowledge of the mining industry and the broad
range of mineral companies in the industry make him well qualified as a member of the Board.

 Justin Vorwerk has served as a director
of our company since August 2022. For more than the past five years, Mr. Vorwerk has had a distinguished career in finance and capital
markets, holding positions as a managing director in investment banking with Goldman Sachs, The Royal Bank of Scotland and Deutsche Bank
Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed the financial sponsors group. Mr. Vorwerk
also served as head of investment banking and capital markets at CRT Capital Group, where he structured debt and equity products and advised
on mergers and acquisitions. Mr. Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University,
where he earned an A.B. degree in Economics. Mr. Vorwerk has extensive knowledge of capital markets, making his input invaluable to the
Board's discussions of our capital raising initiatives.

 Dr. Adam Lipson was appointed to our Board
of Directors in July 2022. Dr. Lipson is a world-renowned neurosurgeon, serving for more than the past five years as managing partner
of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical practice generating $30-40 million annual revenue
with 75 employees. He has over a decade of experience as a private investor in over 20 biotechnology and biomedical device companies.
He has co-founded several other companies, including IGEA Ventures and STRYDD. He is passionate about finding technologies that facilitate
advances in energy transition, biomedical devices and cancer therapeutics. Dr. Lipson is a graduate of Dartmouth College with a B.A. degree
in Chemistry and History and M.D. degree from Harvard Medical School, Honors Society in Neuroscience, and was a Fulbright Fellow at Karolinska
Institute in Stockholm, Sweden. Dr. Lipson's leadership of numerous medical and other technology growth companies and as an investor
in many early-stage companies make him well qualified as a member of the Board.

 Term of Office

 Directors are elected to hold office until the
next annual meeting of stockholders and until their successors are elected and qualified. Annual meetings of the stockholders, for the
selection of directors to succeed those whose terms expire, are held at such time each year as designated by the Board of Directors. Our
officers are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual meeting
of shareholders. Each officer holds office until his successor is elected and qualified or until his earlier resignation or removal.

 Committees of the Board of Directors

 We do not currently have any committees of the
Board of Directors. We consider a majority of our Board members (consisting of Messrs. Glenn, Levinthal, Suckling and Vorwerk) to be independent
directors under NYSE American rules.

 Corporate Governance

 We do not currently have an audit committee, compensation
committee, or nominating and corporate governance committee. To date, the functions of each such committee have been performed by the
entire Board of Directors. As part of our application to have our shares of common stock trade on the NYSE American, our corporate governance
structure will be enhanced by, among other things, forming required Board committees with qualified individuals.

 Item 11. Executive Compensation

 The following table discloses compensation received
by our Chief Executive Officer, David Graber and our President and COO, Sebastian Lux, for the years ended December 31, 2024, and 2023.

 The following table also sets forth information
regarding all cash and non-cash compensation earned by or paid to the executive officers of the Company who served during the fiscal year
ended December 31, 2024, for services in all capacities to the Company.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Warrant
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 David Graber

 2023

 200,000

 13,344

 213,344

 CEO

 2024

 240,000

 1,668

 241,668

 Sebastian Lux

 2023

 240,000

 13,344

 253,344

 President, COO

 2024

 240,000

 24,168

 264,168

 Agustin Cabo

 2023

 63,000

 63,000

 CFO

 2024

 126,000

 22,500

 148,500

 Employment Arrangements

 Mr. Graber, as our Chief Executive Officer and
Mr. Lux, as our President and COO, in consultation with our independent directors, have agreed to receive a monthly salary at a rate of
$20,000. Of this amount, $15,000 is payable in cash and $5,000 is accrued until such time as we are able to make the payment. Both Messrs.
Graber and Lux work full time for our company and there is no set term for their employment.

 Directors Compensation

 Our non-employee directors do not currently receive
cash compensation for their services as directors although they are provided reimbursement for out-of-pocket expenses incurred in attending
Board meetings.

 Equity Incentive Plan

 On July 22, 2011, the Board of Directors of the
Company approved the Company's 2011 Equity Incentive Plan (the "Plan") and on July 26, 2011, stockholders holding a
majority of shares of the Company approved, by written consent, the Plan. The Plan provides for the grant of options intended to qualify
as "incentive stock options" and "non-statutory stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights, at the discretion of our Board of Directors.
Incentive stock options are issuable only to our eligible officers, directors and key employees. Non-statutory stock options are issuable
only to our non-employee directors and consultants. Upon stockholder approval of the Plan, a total of 16,667 shares of common stock or
appreciation rights may be issued under the Plan. The Plan will be administered by our full Board of Directors. Under the Plan, the Board
will determine which individuals shall receive options, grants or stock appreciation rights, the time period during which the rights may
be exercised, the number of shares of common stock that may be purchased under the rights and the option price. On August 13, 2024, the
Board of Directors adopted the American Battery Materials Inc. 2024 Incentive Compensation Plan, which was deemed desirable and in the
best interests of the Corporation, authorizing the executive officers to implement and administer this new plan, reserving 800,000 shares
of Common Stock for issuance. As of December 31, 2024, the Company had 560,000 options outstanding under the Plan to employees, directors
and outside consultants.

 On November 16, 2017, the Company's Board
of Directors approved the increase of the 33,333 shares reserved under the Plan. On November 22, 2017, stockholders of the Company holding
a majority of the outstanding shares of the Company's common stock approved, by written consent, an increase in the number of shares
reserved under the Plan by 33,333 shares. After this increase of 33,333 shares, the total number of shares of common stock reserved under
the Plan totals 50,000 shares.

 Limitation on Liability and Indemnification
of Officers and Directors

 Our certificate of Incorporation provides that
no director will be liable to our company or our stockholders for monetary damages for breach of fiduciary duty acting in his/her capacity
as a director, except for liability (i) for any breach of the duty of loyalty to us or our stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation
Law (the "DGCL"); or, (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is
amended to authorize corporate action further limiting or eliminating the personal liability of a director, then the liability of a director
to us shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time-to-time.

 Our certificate of incorporation and bylaws provide
that we will indemnify any director, officer, employee, fiduciary, or agent of our company (each a "Covered Person") who was
or is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative
(a "Proceeding"), other than a Proceeding by or in the right of our company, by reason of the fact that such person is or
was a Covered Person, or, while a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,
partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to
any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful. We will also have the
power to indemnify our Covered Persons as set forth in the DGCL or other applicable law.

 Our certificate of incorporation and bylaws also
provide that we will indemnify any person who was or is made a party or is threatened to be made a party to any Proceeding by or in the
right of our company to procure a judgment in its favor by reason of the fact that such person is or was a Covered Person of our company
or is or was serving at the request of our company as a Covered Person of another corporation, partnership, joint venture, trust or other
enterprise, against all liability and loss suffered and expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of our company and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to our company unless and only
to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem
proper. Notwithstanding the foregoing, our company shall be required to indemnify a person in connection with a Proceeding (or part thereof)
commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized in the specific case
by the Board.

 Our bylaws further provide that, to the extent
that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to above, or in defense of
any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

 Expenses actually and reasonably incurred by a
Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance of the final disposition of such Proceeding
upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person
is not entitled to be indemnified by our company. Such expenses may be so paid upon such terms and conditions, if any, as the Board deems
appropriate.

 We may purchase and maintain insurance on behalf
of any person who is or was a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,
partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in
any such capacity, or arising out of his status as such, whether or not our company would have the power to indemnify such person against
such liability under the provisions of our bylaws.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 As of March 25, 2025, there were 2,586,982 shares
of common stock outstanding. The following table sets forth certain information regarding the beneficial ownership of the outstanding
common shares as of March 25, 2025, by (i) each person who owns beneficially more than 5% of our outstanding common stock; (ii) each of
our executive officers and directors; and (iii) all of our executive officers and directors as a group. The shares listed include as to
each person any shares that such person has the right to acquire within 60 days from the date hereof. Except as otherwise indicated, each
such person has sole investment and voting power with respect to such shares, subject to community property laws where applicable. The
address of our executive officers and directors is at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

 The following table sets forth, as of March 25, 2025, certain information with regard to the record and beneficial ownership of the Company's common stock by (i) each person
known to the Company to be the record or beneficial owner of more than 5% of the Company's common stock; (ii) each director of the
Company; (iii) each of the named executive officers; and, (iv) all executive officers and directors of the Company as a group:

 Number of Shares

 Percentage of

 Name and Address (1)

 Beneficially
Owned (2)

 Outstanding
Shares (3)

 Executive Officers & Directors

 David Graber

 885,103

 33.6
 %

 Sebastian Lux

 34,234

 1.3
 %

 Dylan Glenn

 8,085

 0.3
 %

 Jared Levinthal

 5,284

 0.2
 %

 Andrew Suckling

 2.224

 0.1
 %

 Justin Vorwerk

 15,592

 0.6
 %

 Dr. Adam Lipson

 314,971

 12.0
 %

 Agustin Cabo

 10,000

 0.4
 %

 All Current Executive Officers and Directors as a Group (8 Persons)

 1,275,493

 48.4
 %

 5% Shareholders

 David Graber

 885,103

 33.6
 %

 Dr. Adam Lipson

 314,971

 12.0
 %

 Marilyn Kane

 311,897

 11.8
 %

 (1)

 The mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830.

 (2)

 Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of March 25, 2025. In determining the percent of common stock owned by a person or entity as of March 25, 2025 (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities; and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of March 25, 2025, which is 2,586,982, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

 (3)

 Based on 2,586,982 outstanding shares and 47,446 shares that may be acquired upon the exercise of the derivative securities as of March 25, 2025.

 (4)

 Includes shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr. Graber is the managing partner.

 (5)

 Includes shares owned by (i) Automated Retail Leasing Partners, LP, of which Ms. Kane is the managing partner, and (ii) AJS Properties LLC, of which Ms. Kane is the manager. Mr. Graber owns a non-controlling interest in Automated Retail Leasing Partners.

 Changes in Control

 The issuance of 50,000 shares of Series A Preferred
Stock to Dr. Adam Lipson on August 23, 2023, was a change in control as it afforded Dr. Lipson the voting power of 60% of all shares of
common stock issued and outstanding, giving Dr, Lipson voting control over all matters submitted to a vote of the common stockholders.
The preferred stock was converted to common stock on August 23, 2024. We are not aware of any other arrangements that may result in "changes
in control" as that term is defined by the provisions of Item 403 of Regulation S.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Given our small size and limited financial resources
to date, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive
officers, directors and significant stockholders. While we satisfy the requirements of the DGCL for such related party transactions, we
intend to establish additional formal policies and procedures in the future so that such transactions will be subject to the review, approval
or ratification of our Board of Directors, or an appropriate committee thereof.

 Director Independence

 As our common stock is currently quoted on the
OTC Pink Open Market, we are not subject to the rules of any national securities exchange that requires a majority of a listed company's
directors and specified committees of the board of directors to meet independence standards prescribed by such rules. However, we consider
a majority of our Board members (consisting of Messrs. Glenn, Levinthal, Suckling and Vorwerk) to be independent directors in accordance
with NYSE American listing rules.

 Item 14. Principal Accountant Fees and Services.

 The
following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth CPAs for
the year ended December 31, 2024, and for the last two quarters of our fiscal year ended December 31, 2023, and Pinnacle Accountancy Group
of Utah (a dba of the registered firm Heaton & Company, PLLC), for the first two quarters of 2023. All fees described below were approved
by the Board:

 Fee Type

 2024

 2023

 Audit Fees (1)

 $
 57,386

 $
 40,082

 Audit-Related Fees (2)

 $
 –

 –

 Tax Fees (3)

 $
 –

 –

 All Other Fees (4)

 $
 –

 –

 Total

 $
 57,386

 40,082

 (1)

 "Audit Fees" consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by GreenGrowth CPAs in connection with statutory and regulatory filings or engagements.

 (2)

 "Audit-Related Fees" consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees"

 (3)

 "Tax
 Fees" consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

 (4)

 "All
Other Fees" consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees,
and Tax Fees.

 Audit-Related Fees

 During 2024 and 2023, there were no fees paid
to our principal accountants in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. No other fees were
billed by principal accountants for the last two years that were reasonably related to the performance of the audit or review of our financial
statements and not reported under "Audit Fees" above.

 Tax Fees

 There were no fees billed by principal accountants
during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning. Accordingly, none
of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

 All Other Fees

 There were no other non-audit-related fees billed
to us by principal accountants in 2024 or 2023.

 Pre-Approval Policies and Procedures

 Engagement of accounting services by us is not
made pursuant to any pre-approval policies and procedures. Rather, we believe that our accounting firm is independent because all of its
engagements by us are approved by our Board of Directors prior to any such engagement. We do not have an Audit Committee. All fees listed
above were pre-approved in accordance with this policy.

 Item 15. Exhibits and Financial Statement Schedules.

 (a)

 Documents filed as part of this Annual Report:

 (1)

 The Company's consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

 (2)

 Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.

 (3)

 Report of Independent Registered Public Accounting Firm.

 (4)

 Notes to Financial Statements.

 (b)

 Exhibits:

 The exhibits listed in the following Exhibit Index
are filed as part of this Annual Report:

 Exhibit

 Number

 Description

 3.1

 Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company's Registration Statement on Form S-1 filed on April 9, 2010).

 3.2

 Bylaws, as amended (incorporated by reference to the Company's Registration Statement on Form S-1 filed on April 9, 2010).

 3.3

 Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company's Current Report on Form 8-K filed on October 7, 2010).

 3.4

 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company's Current Report on Form 8-K filed on March 1, 2018).

 3.5

 Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company's Current Report on Form 8-K filed on August 23, 2023).

 3.6

 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company's Current Report on Form 8-K filed on October 26, 2023).

 3.7

 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company's Current Report on Form 8-K filed on January 24, 2025).

 4.1

 Description of Securities

 21.1

 Subsidiaries of the Registrant.*

 31.1

 Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of Interim Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of the Chief Executive Officer and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of the Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 96.1

 Technical Report. (incorporated by reference to the Company's Registration Statement on Form S-1 filed on February 12, 2024)

 Interactive Data files pursuant to Rule 405 of Regulation S-T.*

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 **

 Furnished herewith.

 #

 Indicates management contract or compensatory plan.

 Item 16. Form 10-K Summary.

 The Company has elected not to provide a summary.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: March 25, 2025

 BY:

 /s/ David Graber

 Chief Executive Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:

 Signature

 Title

 Date

 /s/ David Graber

 Chief Executive Officer and Chairman

 (Principal Executive Officer)

 /s/ Agustin Cabo

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 /s/ Sebastian Lux

 President, Chief Operating Officer, Director

 /s/ Dylan Glenn

 /s/ Jared Levinthal

 /s/ Andrew Suckling

 /s/ Justin Vorwerk

 /s/ Dr. Adam Lipson