UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May
31, 2023
AMERICAN BATTERY MATERIALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-41594 |
|
22-3956444 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
500 West Putnam Ave. Suite 400
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
Registrant’s telephone number, including area
code: 800-998-7962
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:
☒ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark 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 1.01 ENTRY INTO A MATERIAL AGREEMENT.
Merger Agreement:
On June 01, 2023, American Battery Materials, Inc.,
a Delaware corporation (“ABM”, or the “Company”) entered into an Agreement and Plan of Merger (the
“Merger Agreement”) by and among Seaport Global Acquisition II Corp., a Delaware corporation (NASDAQ: SGII) (“SGII”),
and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”).
SGII is a blank check company, also referred to as
a special purpose acquisition company (SPAC), formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses. SGII is an early stage and
emerging growth company.
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.
Under the Merger Agreement, the stockholders of ABM
will receive a number of shares of SGII common stock based on an exchange ratio (the “Exchange Ratio”), the numerator
of which is equal to the number of shares of SGII common stock equal to the quotient of (i) (A) $160,000,000, plus (B) Closing
Date Cash, minus (C) the Closing Date Indebtedness, plus (D) the aggregate exercise price of all Company Warrants (excluding
any Company Warrants that will terminate by their terms upon the Effective Time), divided by (ii) $10.00, and the denominator of
which is equal to the number of outstanding shares of ABM, including Company Convertible Note Conversion Shares (all capitalized terms
in the Exchange Ratio as defined in the Merger Agreement).
The holders of Specified Convertible Notes will receive
a number of shares of SGII common stock determined by dividing all principal and accrued interest under such notes by the applicable conversion
prices set forth in such notes. The holders of ABM options and warrants will receive SGII options and warrants equal to the number of
shares of ABM Common Stock subject to the ABM options and warrants multiplied by the Exchange Ratio, at an exercise price per share equal
to the exercise price of the ABM options and warrants divided by the Exchange Ratio.
In connection with the Transactions, Seaport Global
SPAC II, LLC (“Sponsor”), SGII’s sponsor from its initial public offering, agreed to enter into a lock-up agreement
(the “Sponsor Lock-Up Agreement”), pursuant to which the SGII common stock held by Sponsor will be subject to transfer
restrictions until the earlier of (i) one year from the Closing of the Merger; (ii) the date on which the last sales price of SGII common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any
20-trading days within any 30-trading day period commencing at least 150-trading days after the Closing of the Merger; and, (iii) the
date on which SGII completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of SGII’s
stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Certain stockholders of ABM receiving shares of SGII
common stock in connection with the Merger have agreed to enter into lock-up agreements (the “Stockholder Lock-Up Agreement”),
pursuant to which such stockholders will be subject to the same lockup period to which Sponsor will be subject for all shares of SGII
common stock held by such persons.
The Transactions are expected to be consummated in
2023, after the required approval by the stockholders of SGII and the fulfillment of certain other conditions.
The following summaries of the Merger Agreement and
the other agreements to be entered into by the parties are qualified in their entirety by reference to the text of the Merger Agreement
and agreements entered into in connection therewith. The Merger Agreement is attached as Exhibit 2.1 hereto and incorporated herein by
reference. Capitalized terms not defined herein have the meaning given in the Merger Agreement.
Representations and Warranties
The Merger Agreement contains representations and
warranties of ABM relating to, among other things, due organization and qualification; subsidiaries; the authorization, performance and
enforceability against ABM of the Merger Agreement; absence of conflicts; the consent, approval or authorization of governmental authorities;
pre-transaction capitalization; SEC reports, financial statements, Sarbanes-Oxley Act and absence of undisclosed liabilities; litigation
and proceedings; compliance with laws; intellectual property matters; contracts and absence of defaults; benefit plans; labor matters;
tax matters; brokers’ fees; insurance; assets and real property, including mining claims; environmental matters; absence of certain
changes or events; transactions with affiliates; internal controls; permits; customers and suppliers; and statements made in the Registration
Statement on Form S-4 required to be prepared in connection with the Transactions (the “Registration Statement”).
The Merger Agreement contains representations and
warranties of each of SGII and Merger Sub relating to, among other things, due organization and qualification; the authorization, performance
and enforceability against SGII and Merger Sub of the Merger Agreement; absence of conflicts; litigation and proceedings; the consent,
approval or authorization of governmental authorities; financial ability and trust account; brokers’ fees; SEC reports, financial
statements, Sarbanes-Oxley Act and absence of undisclosed liabilities; business activities and the absence of certain changes or events;
statements made in the Registration Statement; no outside reliance; tax matters; capitalization; and Nasdaq listing.
Covenants
The Merger Agreement includes customary covenants
of the parties with respect to business operations prior to consummation of the Transactions and efforts to satisfy conditions to the
consummation of the Transactions. The Merger Agreement also contains additional covenants of the parties, including, among others, covenants
providing for SGII and ABM to cooperate in the preparation of the Registration Statement.
Trust Account Waiver
The Company agreed that it and its affiliates will
not have any right, title, interest or claim of any kind in or to any monies in SGII’s trust account held for its public shareholders,
and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
Conditions to Closing
Mutual Conditions
Consummation of the Transactions is conditioned on
approval thereof by SGII’s stockholders. In addition, each party’s obligation to consummate the Merger is conditioned upon,
among other things:
| ● | all necessary permits, approvals, clearances,
and consents of or filings with regulatory authorities having been procured or made, as applicable; |
| ● | no
order, judgment, injunction, decree, writ, stipulation, determination or award, in each case,
entered by or with any governmental authority, or statute, rule or regulation being in force
that enjoins or prohibits the consummation of the Transactions; |
| ● | SGII
having at least $5,000,001 of net tangible assets remaining prior to the Merger after taking
into account any redemptions by holders of SGII common stock that properly demand that SGII
redeem their common stock for their pro rata share of the trust account prior to the Closing
of the Transactions; |
| ● | the
Registration Statement having become effective in accordance with the provisions of the Securities
Act of 1933, as amended from time-to-time (the “Securities Act”), no stop
order having been issued by the SEC that remains in effect with respect to the Registration
Statement, and no proceeding seeking such a stop order having been threatened or initiated
by the SEC that remains pending; |
| ● | the
delivery by each party to the other party of a certificate with respect to (i) the truth
and accuracy of such party’s representations and warranties as of execution of the
Merger Agreement and as of the Closing of the Transactions and (ii) the performance by such
party of covenants contained in the Merger Agreement required to by complied with by such
party in all material respects as of or prior to the Closing; |
| ● | approval
of the Transactions by the SGII’s stockholders; and |
| ● | approval
of the Transactions by ABM’s stockholders. |
ABM’s
Conditions to Closing
The
obligations of ABM to consummate the Merger are also conditioned upon, among other things:
| ● | the
Available Closing Date Cash being equal to or in excess of $20,000,000.00; |
| ● | the
accuracy of the representations and warranties of SGII and Merger Sub (subject to certain
bring-down standards); |
| ● | performance
of the covenants of SGII and Merger Sub to be performed by such parties in all material respects
as of or prior to the Closing; |
| ● | SGII
filing an amended and restated certificate of incorporation with the Secretary of State of
the State of Delaware and adopting amended and restated bylaws, each in substantially the
form as attached to the Merger Agreement; |
| ● | Sponsor
having executed and delivered an earnout agreement with SGII and ABM in form and substance
mutually satisfactory to the parties (the “Sponsor Earnout Agreement”)
prior to the Registration Statement becoming effective; |
| ● | SGII
executing the Stockholders’ Agreement (as defined below); |
| ● | SGII
executing the Sponsor Lock-Up Agreement; and |
| ● | 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.
|
SGII’s
and Merger Sub’s Conditions to Closing
The
obligations of SGII and Merger Sub to consummate the Merger are also conditioned upon, among other things:
| ● | the
accuracy of the representations and warranties of ABM (subject to certain bring-down standards); |
| ● | performance
of the covenants of ABM to be performed by ABM in all material respects as of or prior to
the Closing; |
| ● | all
directors of ABM that will not continue as directors of ABM having executed and delivered
to SGII letters of resignation; |
| ● | ABM
having implemented certain measures related to compliance with the Sarbanes-Oxley Act; |
| ● | ABM
having executed and delivered Sponsor Earnout Agreement prior to the Registration Statement
becoming effective; |
| ● | certain
executives of ABM each executing and delivering an employment agreement with SGII and/or
ABM in form and substance mutually satisfactory to such parties; |
| ● | certain
employees of ABM each executing and delivering an earnout agreement with SGII in form and
substance mutually satisfactory to such parties; |
| ● | certain
stockholders of ABM each executing and delivering a restrictive covenant agreement with SGII
and ABM in form and substance mutually satisfactory to such parties; |
| ● | certain
stockholders of ABM each executing and delivering a Stockholder Lock-Up Agreement; and |
| ● | certain
stockholders of ABM executing and delivering the Stockholders’ Agreement (as defined
below). |
Waiver
If permitted under applicable law, SGII or ABM may
waive any inaccuracies in the representations and warranties made to such party and contained in the Merger Agreement and waive compliance
with any agreements or conditions for the benefit of such party contained in the Merger Agreement. However, pursuant to SGII’s existing
amended and restated certificate of incorporation, the condition requiring that SGII have at least $5,000,001 of net tangible assets may
not be waived.
Termination
The
Merger Agreement may be terminated at any time, but not later than the Closing of the Merger, as follows:
| ● | by
mutual written consent of SGII and ABM; |
| ● | by
either SGII or ABM if the Transactions are not consummated on or before the later of August
19, 2023 and such later date as SGII’s stockholders may approve, provided that the
terminating party shall not have been the primary cause of the failure to close by such date; |
| ● | by
either SGII or ABM if consummation of the Transactions is permanently enjoined or prohibited
by the terms of a final, non-appealable order, decree or ruling of a governmental entity
or a statute, rule or regulation, provided that the terminating party shall not have been
the primary cause of thereof; |
| ● | by
either SGII or ABM if the other party has breached any of its representations, warranties
or covenants, such that the closing conditions would not be satisfied at the Closing, and
has not cured such breach within 45 days of notice from the other party of its intent to
terminate, provided that the terminating party is itself not in breach; |
| ● | by
SGII if the written consent of ABM’s stockholders approving the Transactions has not
been obtained and delivered to SGII within seven (7) days following the execution of the
Merger Agreement; and |
| ● | by
either SGII or ABM if, at the SGII shareholder meeting, the Merger Agreement shall fail to
be approved by the required vote described herein (subject to any adjournment or recess of
the meeting). |
Related Agreements:
Registration Rights Agreement
In connection with the execution of the Merger Agreement,
Sponsor and certain of ABM’s stockholders have entered into an Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement”) pursuant to which SGII will agree to file a shelf registration statement with respect to the registrable
securities under the Registration Rights Agreement. SGII also agreed to provide customary “piggyback” registration rights.
The Registration Rights Agreement also provides that SGII will pay certain expenses relating to such registrations and indemnify the stockholders
against certain liabilities. The Registration Rights Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Stockholders’ Agreement
At the Closing of the Merger, Sponsor and certain
stockholders of ABM will enter into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with SGII,
pursuant to which Sponsor will have the right to designate up to two directors for election to SGII’s board of directors for so
long as it maintains ownership of a certain percentage interest in SGII.
Stockholder Support Agreement
In connection with the execution of the Merger Agreement,
certain stockholders of ABM who hold a majority of the outstanding stock of ABM entitled to vote have entered into a Stockholder Support
Agreement, pursuant to which they have agreed to vote in favor of the Transactions at a meeting called to approve the Transactions by
ABM stockholders (or to act by written consent approving the Transactions). The Stockholder Support agreement is attached as Exhibit 10.2
hereto and incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution of the Merger Agreement,
Sponsor and ABM have entered into a Sponsor Support Agreement, pursuant to which Sponsor has agreed to vote in favor of the Transactions
at a meeting called to approve the Transactions by SGII stockholders (or to act by written consent approving the Transactions). The
Sponsor Support Agreement is attached as Exhibit 10.3 hereto and incorporated herein by reference.
Financing Arrangements
In connection with the execution of the Merger Agreement,
SGII and ABM entered into a Prepaid Forward Purchase Agreement (the “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 FSPA, Meteora is expected to purchase up to 4,200,000 Class A common SGII Shares (“FPA Shares”) subject
to a cap of 9.9% of outstanding shares on a post-Transaction basis, at a per share price no more than the price per share paid to redeeming
SGII public shareholders in connection with the vote to approve the Transactions (the “Redemption Price”), or up to
approximately $43,000,000 based on the current Redemption Price, in advance of the consummation of the Transactions. If Meteora purchases
less than 4,200,000 FPA Shares, it will be entitled to receive warrants to purchase shares of SGII common stock in an amount equal to
the difference of 4,200,000 and the number of FPA Shares purchased in the market by Meteora and subject to the FSPA. The form of warrant
shall be agreed upon by the parties within forty-five (45) days of the execution of the FSPA. Such warrants will be exercisable at US
$10.00 per share, subject to reduction upon any Dilutive Offering Reset (as defined in the FSPA). In connection with its purchase of the
FPA Shares, Meteora will waive its redemption rights in connection with the shareholder vote to approve the Transactions. Entities and
funds managed by Meteora own equity interests in Sponsor.
Following the Closing of the Transactions, an amount
equal to the number of FPA Shares multiplied by the Redemption Price, less 1.00%, will be prepaid to Meteora. The remaining 1.00% (the
“Prepayment Shortfall”) will be released to SGII at the Closing of the Transactions. The FPA Shares held by Meteora
and subject to the FSPA may be sold into the market by Meteora at any time following the Closing of the Transactions. Meteora is entitled
to sell into the market FPA Shares without any payment to SGII until the proceeds from such sales equals the Prepayment Shortfall. SGII
may receive up to US $37,800,000 from the termination of all or a portion of the FSPA transaction at $10.00 per terminated FPA Share,
subject to reduction upon any Dilutive Offering Reset. To the extent Meteora elects not to terminate the FSPA transaction prior to the
maturity date, SGII will be entitled to receive from Meteora the number of FPA Shares not so terminated, and Meteora will be entitled
to “maturity” consideration, paid in Shares or cash, subject to the terms of the FSPA. The maturity date is the third anniversary
of the Closing of the Transactions, subject to acceleration upon the volume weighted average price per share being at or below $5.00 per
share for any 20 trading days during a 30 consecutive trading day-period and upon any delisting of SGII common stock.
The FSPA provides that Meteora is entitled to transfer
and/or assign all or a portion of its rights and obligations under the FSPA to one or more third parties of its choosing. Additionally,
according to the terms of the FSPA, SGII has agreed to indemnify Meteora against certain losses in connection with the FSPA and to pay
certain consideration and fees, including without limitation a quarterly fee, a breakage fee and share consideration equal to 300,000
shares at the Redemption Price.
Note that this summary is qualified entirely by the
specific terms of the FSPA, attached as Exhibit 10.4 hereto and incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On 31 May 2023 the holders of an amount in excess
of 60% of the issued and outstanding shares of stock of the Company entitled to vote took action by their written consent and without
a meeting, pursuant to Section 228 of the General Corporation Law of the State of Delaware and the Bylaws of the Company. These stockholders
approved the Merger Agreement, the Merger, the Transactions, and all agreements referred to in Item 1.01, above, requiring the approval
and execution of the Company. The number of shares voting in favor of the listed items was comprised of (i) 1,696,853,455 shares of common
stock of the Company; and, (ii) 50,000 shares of the Company’s Series A Super Voting Preferred Convertible Stock, which shares have
the right to vote on all matters submitted to holders of common stock with voting rights equal to sixty percent (60%) of all of the issued
and outstanding shares of the Company’s common stock.
Item 7.01
Regulation FD Disclosure.
The information set forth below under this Item 7.01,
including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section
18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Press Release
Attached as Exhibit 99.1 to this Report is the press
release issued by the parties related to the proposed Transactions.
Important Information and Where to Find It
In connection with the Transactions, the Company intends
to file Schedule 14C Information Statements with the U.S. Securities and Exchange Commission (the “SEC”). The
Company’s stockholders will also be able to obtain copies of the Registration Statement 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 the Company and certain of their respective
directors, executive officers, and other members of management and employees may be deemed participants in the solicitation of proxies
from SGII’s and ABM’s stockholders in connection with the Merger and Transactions (collectively, 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, respectively, SGII’s Annual Report on Form 10-K for the year-ended
December 31, 2022 filed with the SEC on April 4, 2023; and, ABM’s Annual Report on Form 10-K for the year-ended December 31, 2022
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 to be filed by SGII. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Business Combination will be included in the Registration Statement that SGII intends to file
with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This communication shall neither constitute
This Current Report on Form 8-K and the exhibits hereto
do not 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.
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 the Proposed Business Combination, ABM’s ability to consummate the Transactions, the benefits of the Transactions 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 extraction 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 respective 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 Registration Statement 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 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.
ITEMS 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(d) Exhibits.
Exhibit No. |
|
Description |
2.1 |
|
Agreement and Plan of Merger, dated as of June 01, 2023, by and among ABM, SGII, and Merger Sub. * |
10.1 |
|
Registration Rights Agreement, dated as of June 01, 2023, by and among ABM, SGII, Sponsor, and certain stockholders of ABM. |
10.2 |
|
Stockholder Support Agreement, dated as of June 01, 2023, by and among ABM, SGII, and certain stockholders of ABM. |
10.3 |
|
Sponsor Support Agreement, dated as of June 01, 2023, by and among ABM, SGII, and Sponsor. |
10.4 |
|
OTC Equity Prepaid Forward Purchase Transaction, dated as of May 31, 2023, between ABM, SGII, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP. |
99.1 |
|
Press release dated 02 June 2023. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* | Certain exhibits and schedules to this Exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). ABM agrees to furnish supplementally a copy of all omitted exhibits and schedules
to the Securities and Exchange Commission upon its request. |
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.
Date: 02 June 2023 |
AMERICAN BATTERY MATERIALS, INC. |
|
|
|
|
BY: |
/s/
SEBASTIAN LUX |
|
|
Sebastian Lux, |
|
|
Co-Chief Executive Officer |
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