American Battery Materials, Inc. (OTCPK:BLTH) entered into a non-binding letter of intent to acquire Seaport Global Acquisition II Corp. (NasdaqGM:SGII) from a group of shareholders for approximately $170 million in a reverse merger transaction on March 17, 2023. American Battery Materials, Inc. (OTCPK:BLTH) entered into a definitive merger agreement to acquire Seaport Global Acquisition II Corp. (NasdaqGM:SGII) from Seaport Global SPAC II, LLC and others in a reverse merger transaction on May 31, 2023. The holders of outstanding ABM shares will receive equity in SGII valued at $160 million (subject to adjustments). The combined company will have an estimated pro-forma enterprise value of $225 million. It is intended that 100% of existing ABM shareholders will roll over their equity and own approximately 70% of the pro forma equity of the combined company. In connection with the execution of the Merger Agreement, SGII and ABM entered into a prepaid forward purchase agreement (? FSPA ?) with (i) Meteora Special Opportunity Fund I, LP, (ii) Meteora Capital Partners, LP and (iii) Meteora Select Trading Opportunities Master, LP (collectively, " Meteora "). Pursuant to the forward purchase agreement, Meteora is expected to purchase up to 4,200,000 shares of SGII Class A common stock. The combined company is expected to be renamed ?American Battery Materials Holdings?, and its common stock and warrants are expected to be listed on the Nasdaq Global Market (?Nasdaq?). Dylan C. Glenn appointed as a new director of American Battery Materials. As on July 14, 2023, parties entered into an amendment agreement to reduce the value of the shares of SGII common stock to be paid as consideration to ABM?s stockholders from $160 million to $120 million.

The Boards of Directors of both ABM and SGII have unanimously approved the Proposed Business Combination, which is subject to customary closing conditions, including receipt of all regulatory approvals, SGII having at least $5,000,001 of net tangible assets remaining prior to the Merger, the Registration Statement on Form S-4 having become effective, SGII executing the Sponsor Lock-Up Agreement, the SGII common stock to be issued pursuant to the Merger Agreement and underlying the exchanged options and warrants having been approved for listing on a national securities exchange, the Available Closing Date Cash being equal to or in excess of $20,000,000, all directors of ABM that will not continue as directors of ABM having executed and delivered to SGII letters of resignation, as well as the approval by ABM?s and SGII?s shareholders. The Proposed Business Combination is expected to close in the fourth quarter of 2023.

Will Burns and Joseph Swanson of Paul Hastings LLP acted as legal advisor to Seaport Global. Tomer Tal of New Venture Attorneys, P.C. acted as legal advisor to American Battery Materials. Buenos Aires Capital Partners S.A. and iRadia Capital acted as a financial advisor to American Battery Materials. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Seaport. Seaport retained Advantage Proxy, Inc. for assistance in connection with the solicitation of proxies for the special meeting for a fee of $10,000 plus reasonable out of pocket expenses.

American Battery Materials, Inc. (OTCPK:BLTH) cancelled the acquisition of Seaport Global Acquisition II Corp. (NasdaqGM:SGII) from a group of shareholders in a reverse merger transaction on November 20, 2023.