Item 7.01 Regulation FD Disclosure.
As previously announced, on May 31, 2023, Seaport Global Acquisition II Corp., a
Delaware corporation ("SGII"), entered into an Agreement and Plan of Merger
("Merger Agreement") by and among SGII, Lithium Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of SGII ("Merger Sub"), and American
Battery Materials, Inc. (OTC Pink: BLTH), a Delaware corporation ("ABM"). ABM is
an exploration stage company focused on environmentally friendly direct lithium
extraction and other minerals critical to the global energy transition. Pursuant
to the Merger Agreement, Merger Sub will merge with and into ABM, with ABM
surviving the merger (the "Merger" and, together with the other transactions
contemplated by the Merger Agreement, the "Transactions"). As a result of the
Transactions, ABM will become a wholly-owned subsidiary of SGII, with the
stockholders of ABM becoming stockholders of SGII.
On June 14, 2023, ABM issued a press release announcing the appointment of Dylan
C. Glenn as a new independent director and the engagement of advisory firms
intended to explore acquisition and joint venture opportunities.
A copy of the press release is furnished hereto as Exhibit 99.1, and is
incorporated herein by reference. The press release is intended to be furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Important Information and Where to Find It
In connection with the Transactions, SGII intends to file a preliminary and
definitive proxy statement with the U.S. Securities and Exchange Commission
("SEC"). SGII's stockholders and other interested persons are advised to read,
when available, the registration statement on Form S-4, which will include a
proxy statement/prospectus of SGII (the "S-4"), as well as other documents filed
with the SEC in connection with the Transactions, as these materials will
contain important information about ABM, SGII and the Transactions. This
communication is not a substitute for the S-4 or any other document that SGII
will send to its stockholders in connection with the Transactions. When
available, the S-4 will be mailed to stockholders of SGII as of a record date to
be established for voting on, among other things, the proposed Transactions.
Stockholders will also be able to obtain copies of the S-4 and other documents
filed with the SEC that will be incorporated by reference therein, without
charge, once available, at the SEC's website at www.sec.gov. The information
contained on, or that may be accessed through, the websites referenced in this
communication is not incorporated by reference into, and is not a part of, this
communication.
Participants in the Solicitation
SGII and its respective directors and executive officers may be deemed
participants in the solicitation of proxies from SGII's and ABM's stockholders
in connection with the proposed Transactions. SGII's and ABM's stockholders and
other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of SGII and ABM in SGII's Annual Report on
Form 10-K filed with the SEC on April 4, 2023 and ABM's Annual Report on Form
10-K filed with the SEC on April 21, 2023. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of proxies to
SGII stockholders in connection with the proposed Transactions will be set forth
in the proxy statement for the proposed Transactions when available. Additional
information regarding the interests of participants in the solicitation of
proxies in connection with the proposed Transactions will be included in the
Form S-4 that SGII intends to file with the SEC.
No Offer or Solicitation
This communication is for informational purposes only and shall neither
constitute an offer to sell or the solicitation of an offer to buy any
securities or to vote in any jurisdiction pursuant to the Transactions or
otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This Report includes certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. All statements, other than statements of
present or historical fact included in this communication, regarding SGII's
proposed Transactions with ABM, SGII's ability to consummate the transaction,
the benefits of the transaction and the combined company's future financial
performance, as well as the combined company's strategy, future operations,
estimated financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management, and the target grades and
tonnages information are forward-looking statements. These statements are based
on various assumptions, whether or not identified in this communication, and on
the current expectations of the respective management of SGII and ABM and are
not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of SGII or ABM. Potential risks
and uncertainties that could cause the actual results to differ materially from
those expressed or implied by forward-looking statements include, but are not
limited to, changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to successfully or
timely consummate the business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the business combination or that the approval of the
stockholders of SGII or ABM is not obtained; failure to realize the anticipated
benefits of business combination; risk relating to the uncertainty of the
projected financial information with respect to ABM; the amount of redemption
requests made by SGII's stockholders; the overall level of consumer demand for
lithium; general economic conditions and other factors affecting; disruption and
volatility in the global currency, capital, and credit markets; ABM's ability to
implement its business and growth strategy; changes in governmental regulation,
ABM's exposure to litigation claims and other loss contingencies; disruptions
and other impacts to ABM's business, as a result of the COVID-19 pandemic and
government actions and restrictive measures implemented in response, and as a
result of the proposed transaction; ABM's ability to comply with environmental
regulations; competitive pressures from many sources, including those, having
more experience and better financing; changes in technology that adversely
affect demand for lithium compounds; the impact that global climate change
trends may have on ABM and its potential mining operations; any breaches of, or
interruptions in, SGII's or ABM's information systems; fluctuations in the
price, availability and quality of electricity and other raw materials and
contracted products as well as foreign currency fluctuations; changes in tax
laws and liabilities, tariffs, legal, regulatory, political and economic risks.
More information on potential factors that could affect SGII's or ABM's
financial results is included from time to time in SGII's and ABM's public
reports filed with the SEC, including their Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the
S-4 that SGII plans to file with the SEC in connection with SGII's solicitation
of proxies for the meeting of stockholders to be held to approve, among other
things, the proposed Transactions. If any of these risks materialize or SGII's
or ABM's assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be
additional risks that neither SGII nor ABM presently know, or that SGII and ABM
currently believe are immaterial, that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect SGII's and ABM's expectations, plans or
forecasts of future events and views as of the date of this communication. SGII
and ABM anticipate that subsequent events and developments will cause their
assessments to change. However, while SGII and ABM may elect to update these
forward-looking statements at some point in the future, SGII and ABM
specifically disclaim any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as representing SGII's or
ABM's assessments as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press release dated June 14, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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