Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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INTERNATIONAL BATTERY METALS LTD. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
459121109 (CUSIP Number) |
01/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 459121109 |
| 1 | Names of Reporting Persons
Encompass Capital Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
103,777,316.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Includes (a) 57,897,081 common shares, no par value per share ("Common Share") of the Issuer and (b) 45,880,235 warrants, which are exercisable for Common Shares and subject to a beneficial ownership limitation of 19.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of the Common Shares upon exercise of the warrants (the "19.99% Blocker"). Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
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| CUSIP No. | 459121109 |
| 1 | Names of Reporting Persons
Encompass Capital Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
84,785,598.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Includes (a) 47,124,854 Common Shares and (b) 37,660,744 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
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| CUSIP No. | 459121109 |
| 1 | Names of Reporting Persons
Encompass Capital Master Fund L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
54,588,079.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Includes (a) 29,424,835 Common Shares and (b) 25,163,244 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
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| CUSIP No. | 459121109 |
| 1 | Names of Reporting Persons
Kantor Todd J. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
103,777,316.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Includes (a) 57,897,081 Common Shares, (b) 45,880,235 warrants, which are exercisable for Common Shares and subject to the 19.99% Blocker. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Exercise of the warrants is subject to the 19.99% Blocker and the percentage set forth in row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
INTERNATIONAL BATTERY METALS LTD. | |
| (b) | Address of issuer's principal executive offices:
6100 Tennyson Parkway, Suite 240, Plano, Texas 75024 | |
| Item 2. | ||
| (a) | Name of person filing:
Encompass Capital Advisors LLC ("ECA") Encompass Capital Partners LLC ("ECP") Encompass Capital Master Fund L.P. ("ECM") Todd J. Kantor ("Mr. Kantor"), in his individual capacity and as the managing member of each of ECA and ECP. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
ECA 200 Park Avenue, 16thFloor, New York, New York 10166. ECP c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16thFloor, New York, New York 10166. ECM C/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, E9 KY1-9009. Mr. Kantor c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16thFloor, New York, New York 10166. | |
| (c) | Citizenship:
ECA Delaware ECP Delaware ECM Cayman Islands Mr. Kantor United States | |
| (d) | Title of class of securities:
Common Shares, no par value per share | |
| (e) | CUSIP No.:
459121109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on February 2, 2026, (i) ECA beneficially owned 103,777,316 common shares, no par value per share (the "Shares") of the Issuer, (ii) ECP beneficially owned 84,785,598 Shares and (iii) ECM beneficially owned 54,588,079 Shares. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject to a beneficial ownership limitation of 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of the Shares upon exercises of the warrants (the "19.99% Blocker"). Mr. Kantor is the managing member of each of ECA and ECP, may be deemed to beneficially own the 103,777,316 Shares beneficially owned by ECA and ECP. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject to the 19.99% Blocker. ECA is the investment manager of ECM and may be deemed to beneficially own the
54,588,079 Shares beneficially owned by ECM. This amount includes (a) 29,424,835 Shares and (b) 25,163,244 warrants, which are exercisable for Shares and subject to the 19.99% Blocker. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. | |
| (b) | Percent of class:
The following percentages are based on 316,573,123 Shares outstanding as of December 19, 2025, which is the total number of Shares outstanding as reported in the Issuer's Amendment No. 4 to Registration Statement on Form S-1 (Registration No. 333-286616) filed with the Securities and Exchange Commission on December 30, 2025. As of the close of business on February 2, 2026, (i) ECA beneficially owned approximately 19.99% of the outstanding Shares, (ii) ECP beneficially owned approximately 19.99% of the outstanding Shares, (iii) ECM beneficially owned approximately 16.00% of the outstanding Shares, and (iv) Mr. Kantor may be deemed to beneficially own approximately 19.99% of the outstanding Shares. This amount includes (a) 57,897,081 Shares and (b) 45,880,235 warrants, which are exercisable for Shares and subject the 19.99% Blocker. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
ECA, ECP and Mr. Kantor share voting and dispositive power over the Shares beneficially owned by ECA, ECP and ECM. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 - Joint Filing Agreement, February 2, 2026. |