| Item 1. | |
| (a) | Name of issuer:
International Battery Metals Ltd. |
| (b) | Address of issuer's principal executive offices:
12 Greenway Plaza, Suite 1100, Houston, TX 77046 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired by them (the "Shares"):
(i) Ensorcia Metals Corp., a British Virgin Islands company ("Ensorcia"), with respect to Shares beneficially owned by it; and
(ii) Triomphe Partners LLC, a Nevis limited liability company ("Triomphe"), with respect to Shares beneficially owned by it.
The foregoing persons are hereinafter referred to collectively as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The shares reported by Triomphe include 10,731,081 shares owned by Ensorcia, 400,000 shares owned by Ensorcia Group Holdings LLC, a Delaware limited liability company ("Holdings"), and 7,457,500 shares owned by Sorcia Minerals, LLC, a Delaware limited liability company ("Sorcia"). Triomphe is the majority owner of Ensorcia. Ensorcia is the sole owner of Holdings. Holdings is the sole owner of Sorcia. Daniel Layton, an individual, is the majority owner and manager of Triomphe and the sole manager of each of Holdings and Sorcia. Layton maintains investment and voting power with respect to the securities held or controlled by each of Ensorcia, Holdings and Sorcia. |
| (b) | Address or principal business office or, if none, residence:
Ensorcia: 333 W. Wacker Drive, #2600, Chicago, IL 60606
Triomphe: 333 W. Wacker Drive, #2600, Chicago, IL 60606 |
| (c) | Citizenship:
Ensorcia is a British Virgin Islands company. Triomphe is a Nevis limited liability company. |
| (d) | Title of class of securities:
Common shares, no par value |
| (e) | CUSIP Number(s):
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);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (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);
|
| (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:
Ensorcia: 10,731,081
Triomphe: 18,568,831 |
| (b) | Percent of class:
Ensorcia: 3.1%
Triomphe: 5.4% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Ensorcia: -0-
Triomphe: -0-
|
| | (ii) Shared power to vote or to direct the vote:
Ensorcia: 10,731,081
Triomphe: 18,568,831
|
| | (iii) Sole power to dispose or to direct the disposition of:
Ensorcia: -0-
Triomphe: -0-
|
| | (iv) Shared power to dispose or to direct the disposition of:
Ensorcia: 10,731,081
Triomphe: 18,568,831
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| 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
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(d)