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:
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).
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
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 Securities and Exchange Act of 1934, as amended from time-to-time (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended from time-to-time, except as shall be expressly set forth
by specific reference in such a filing.
Technical Report Summary
On June 9, 2023, American Battery Materials, Inc.
(the “Company” or “ABM”)
posted a Technical Report Summary dated 15 May 2023 (the “Technical Report”)
to its website, which is available at www.americanbatterymaterals.com by clicking on the “Projects” link. A copy of the Technical
Report is included as Exhibit 99.1 to this Current Report on Form 8-K.
The Company intends to use the Technical Report in
presentations to investors and analysts from time to time in the future, including in connection with the proposed business combination
involving the Company and Seaport Global Acquisition II Corp., a Delaware corporation (NASDAQ: SGII) (“SGII”).
The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a determination by
the Company that the information in this Current Report on Form 8-K is material or complete, or that investors should consider this information
before making an investment decision with respect to any security of the Company. The information in the materials is presented as of
09 June 2023, and the Company does not assume any obligation to update such information in the future.
Press Release
On 09 June 2023 the Company issued a press release
relating to the Technical Report. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Important Information and Where to Find It
The Company has previously disclosed a proposed
business combination with SGII (the “Proposed Business Combination”) and related transactions (collectively, the “Transactions”).
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 in connection with the Transactions to be 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 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, 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 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.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
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: 09 June 2023 |
AMERICAN BATTERY MATERIALS, INC. |
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BY: |
/s/ SEBASTIAN LUX |
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Sebastian Lux, |
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Co-Chief Executive Officer |
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