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: November
15, 2023
American Battery Materials Issues Clarification
on
Status of Reverse Stock Split
GREENWICH, Conn., November 15, 2023 -- American
Battery Materials, Inc. (OTC Pink: BLTH) (“ABM”, the “Company”), an environmentally responsible
minerals exploration and development company focused on direct lithium extraction (DLE) and other critical minerals for the global energy
transition, today issued a clarification of the status of the Company’s 1-for-300 reverse stock split. As announced yesterday by
FINRA on its Daily List, FINRA completed its review and the reverse stock split was to become effective on the OTC Marketplace at 8:00
AM Eastern time on November 15, 2023. The Company was subsequently informed by FINRA that the Company’s transfer agent, Equiniti,
failed to confirm with DTC that it was engaged to serve as the exchange agent to process the reverse stock split. As such, the reverse
stock split has been rescinded pending resolution of the engagement of Equiniti.
The Company is in contact with Equiniti, DTC,
and FINRA to resolve all issues with Equiniti. The Company expects to have the reverse stock split go forward as soon as possible.
Proposed Business Combination
On June 2, 2023, ABM and Seaport Global Acquisition
II Corp. (NASDAQ: SGII) (“SGII”), a publicly-listed special purpose acquisition company, announced the signing of a definitive
merger agreement for a business combination (the “Proposed Business Combination”) that will result in ABM becoming a wholly-owned
subsidiary of SGII. 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”).
About American Battery Materials, Inc.
American Battery Materials, Inc., (OTC Pink: BLTH),
is a U.S.-based environmentally responsible critical minerals exploration and development company focused on direct lithium extraction
(DLE) as well as other minerals for refining, processing, and distribution to support the country’s urgent critical minerals need
to bolster long-term energy transition and the electrification of the US domestic and global economy. For more information, visit www.americanbatterymaterials.com.
The information contained on, or that may be accessed through, this website is not incorporated by reference into, and is not a part of,
this communication.
To receive American Battery Materials, Inc. company
updates via email, visit the Contact page of our web site, www.americanbatterymaterials.com/contact.
About Seaport Global Acquisition II Corp.
Seaport Global Acquisition II Corp. is a blank
check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. Although SGII’s efforts to identify a prospective business combination
opportunity will not be limited to a particular industry, it intends to focus on companies undergoing transformational, transitional,
or reorganizational business strategies.
Additional Information about the Proposed Business
Combination and Where to Find It
In connection with the Proposed Business Combination,
SGII has filed a Registration Statement on Form S-4 with the SEC on 22 September 2023, which includes a proxy statement/prospectus of
SGII (the “S-4”), as well as other documents filed with the SEC in connection with the Proposed Business Combination. Stockholders
of the Company can obtain copies of the S-4 and other documents filed with the SEC that will be incorporated by reference therein, without
charge, at the SEC’s website at www.sec.gov. Those materials will contain important information about ABM, SGII and the Proposed
Business Combination. 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 Solicitation
SGII and its respective directors and executive
officers may be deemed participants in the solicitation of proxies from SGII’s stockholders in connection with the Proposed Business
Combination. 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 Business Combination will be
set forth in the proxy statement for the Proposed Business Combination when available. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the Proposed Business Combination is included in the Form S-4 filed
with the SEC.
Forward Looking Statements
This press release 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 Business Combination 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
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, Current Reports on Form 8-K, and the S-4 SGII
filed 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 business combination. 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.
No Offer or Solicitation
This communication shall neither constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale 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. This communication does not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Proposed Business Combination. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended from time-to-time, or an exemption therefrom.
Investor Relations Contacts:
American Battery Materials, Inc.
Investor Relations
Email: ir@americanbatterymaterials.com
Tel: (800) 998-7962
or
MZ Group
Michael Kim
(737) 289-0835
ABM@mzgroup.us
BoxScore Brands (PK) (USOTC:BOXS)
Historical Stock Chart
From Jun 2024 to Jul 2024
BoxScore Brands (PK) (USOTC:BOXS)
Historical Stock Chart
From Jul 2023 to Jul 2024