Filed by Seaport Global Acquisition II Corp.
This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: American Battery Materials, Inc.
Commission File Number: 001-41594
Date: August 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section
13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 14, 2023
SEAPORT
GLOBAL ACQUISITION II CORP.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-41075 |
|
86-1326052 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
360
Madison Avenue, 23rd
Floor |
|
|
New
York, NY |
|
10017 |
(Address of principal executive offices) |
|
(Zip Code) |
(212)
616-7700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Units,
each consisting of one share of Class A common stock and one-half of one redeemable warrant |
|
SGIIU |
|
The Nasdaq Stock Market LLC |
Class
A common stock, par value $0.0001 per share |
|
SGII |
|
The Nasdaq Stock Market LLC |
Warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SGIIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. ¨
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On August 14, 2023, the Company
held a special meeting of shareholders (the “Meeting”) to approve the Extension Amendment Proposal, the Trust Amendment Proposal,
and the Redemption Limitation Amendment Proposal, each as more fully described in its definitive proxy statement, filed with United States
Securities and Exchange Commission (the “Commission”) on July 26, 2023.
The final voting results for the Proposals were
as follows:
Proposal No. 1: The
Extension Amendment Proposal: To amend the Company’s Charter by allowing the Company to extend the date by which it has to consummate
a business combination for an initial period from August 19, 2023, by up to six one month extensions to February 19, 2024 (or such earlier
date as determined by the Board) (the “Extension”).
FOR |
|
AGAINST |
|
ABSTAIN |
6,895,977 |
|
3 |
|
0 |
Proposal No. 2 The
Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated November 17, 2021, by and between the Company
and Continental Stock Transfer & Company to authorize the Extension and its implementation by the Company.
FOR |
|
AGAINST |
|
ABSTAIN |
6,895,977 |
|
3 |
|
0 |
Proposal No. 3: Redemption
Limitation Amendment Proposal. To amend the Company’s amended and restated certificate of incorporation to remove the limitation
that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934) of less than $5,000,001.
FOR |
|
AGAINST |
|
ABSTAIN |
6,895,977 |
|
3 |
|
0 |
In connection with the vote
to approve the Proposals, the holders of 861,019 public shares of common stock of the Company properly exercised their right to
redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.56 per share, for an aggregate
redemption amount of approximately $9.1 million.
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 Current Report on Form 8-K
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 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: August 14, 2023
|
SEAPORT GLOBAL ACQUISITION II CORP. |
|
|
|
|
By: |
/s/ Stephen Smith |
|
Name: |
Stephen Smith |
|
Title: |
Chief Executive Officer |
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