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 21,
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 16, 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 1.01. Entry into
a Material Definitive Agreement.
On August 16, 2023, Seaport
Global Acquisition II Corp. (the “Company” or “SGII”) entered into an amendment (the “Trust Amendment”)
to that certain investment trust agreement dated November 17, 2021 (the “Trust Agreement”), as amended by the Amendment No.
1 dated February 14, 2023, by an between the Company and Continental Stock Transfer & Trust company, a New York corporation, as trustee,
to extend the business combination period for up to six one-month extensions from August 19, 2023 to February 19, 2024. The Amendment
is attached as Exhibit 10.1 hereto and the full text of such exhibit is incorporated by reference herein.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 16, 2023, the Company
filed an amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”)
with the State of Delaware. The Amendment (i) allows 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) and (ii) removes 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. The Amendment is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference
herein.
Important Information and Where to Find It
In connection with the Company’s proposed
business combination with American Battery Materials, Inc., 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:
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 21, 2023
| |
SEAPORT GLOBAL ACQUISITION II CORP. |
| |
|
|
| |
|
|
| |
By: |
/s/ Stephen Smith |
| |
Name: |
Stephen Smith |
| |
Title: |
Chief Executive Officer |
Exhibit 3.1
SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SEAPORT GLOBAL ACQUISITION II CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
SEAPORT
GLOBAL ACQUISITION II CORP. (the “Corporation”), a corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:
| 1. |
The name of the Corporation is Seaport
Global Acquisition II Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of
the State of Delaware on June 21, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation
was filed in the office of the Secretary of State of the State of Delaware on November 17, 2021 (the “Amended and Restated
Certificate of Incorporation”) and an Amendment to the Amended and Restated Certificate of Incorporation was filed
in the office of the Secretary of State
of the State of Delaware on February 14, 2023 (the “First Amendment”). |
| 2. |
This Second Amendment to the Amended and Restated Certificate
of Incorporation amends the Amended
and Restated Certificate of Incorporation of the Corporation. |
| 3. |
This Second Amendment to the Amended and Restated Certificate
of Incorporation was duly adopted by the
affirmative vote of the holders of 65% of the stock entitled
to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware (the “DGCL”). |
| 4. |
The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows: |
Immediately after the Offering, a certain
amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’
over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially
filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2021, as amended (the “Registration
Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of
the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal
of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account)
will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the
redemption of 100% of the Offering Shares (as defined below) if the Corporation does not complete its initial Business Combination within
21 months from the closing of the Offering; provided that the Company may extend such date on a monthly basis by up to an additional six
months, to up to 27 months from the closing of the Offering, provided that the Sponsor (or its affiliates or designees) will deposit into
the Trust Account an amount determined by multiplying $0.04 by the number of public shares then outstanding for each such monthly extension,
until February 19, 2024, unless the closing of the Company’s initial business combination shall have occurred, and (iii) the
redemption of Offering Shares properly tendered in connection with a stockholder vote to amend any provisions of this Amended and Restated
Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7).
Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether
such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders
are the Sponsor or officers or directors of the Corporation, or any affiliates of any of the foregoing) are referred to herein as “Public
Stockholders.”
| 5. |
The text of Section 9.2(a) of Article IX is hereby amended and restated to read in full as follows: |
Prior to the consummation of the initial
Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares
redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and
9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption
Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof
(the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate,
there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
| 6. |
The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: |
In the event that the Corporation
has not consummated an initial Business Combination within 21 months from the closing of the Offering, the Board may extend the
period of time to consummate an initial Business Combination (an “Extension”) by an additional 6 months,
or such earlier date as determined by the Board, for a total of up to 27 months to consummate an initial Business Combination, or if
it fails to do so, it shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering
Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate
amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up
to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares,
which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law.
| 7. |
The text of Section 9.2(e) of Article IX is hereby amended and restated to read in full as follows: |
If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed
initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority
of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.
| 8. |
The text of Section 9.2(f) of Article IX is hereby deleted in its entirety. |
| 9. |
The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: |
If, in accordance with Section 9.1(a),
any amendment is made to Section 9.2(d) to modify (i) the substance or timing of the ability of Public Stockholders to
seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering
Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (ii) any other provisions relating
to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity
to redeem their Offering Shares upon the approval of any such amendment, at a per- share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by
the number of then outstanding Offering Shares.
IN
WITNESS WHEREOF, Seaport Global Acquisition II Corp. has caused this Amendment to the Amended and Restated Certificate to be
duly executed in its name and on its behalf by an authorized officer as of this 16th day of August, 2023.
| SEAPORT GLOBAL ACQUISITION II CORP. |
|
| |
|
| By: |
/s/ Stephen Smith |
|
| Name: |
Stephen Smith |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.1
SECOND AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment
No. 2 (this “Amendment”), dated as of August 16, 2023, to the Investment Management Trust Agreement (the “Trust
Agreement”) is made by and between Seaport Global Acquisition II Corp. (the “Company”) and Continental Stock Transfer &
Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the
Trust Agreement.
WHEREAS, the Company and the Trustee
entered into the Trust Agreement on November 17, 2021;
WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at a special
meeting of the Company held on August 14, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s
Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date from August 19,
2023 to February 19, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis by an
additional one month each time after August 19, 2023, until February 19, 2024, or a total of up to six months after August 19,
2023, or such earlier date as determined by the Board, by which the Company must (a) consummate a merger, capital stock exchange,
asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or
(b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem
all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that
was consummated on November 19, 2021, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation
by the Company; and
NOW THEREFORE, IT IS AGREED:
| 1. |
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“Commence liquidation of the
Trust Account only after and promptly after: (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto
as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents
referred to therein; or (y) the date which is the later of: (1) 21 months after the closing of the Offering, which may be extended
up to 27 months after the closing of the Offering, or such earlier date as determined by the Board, pursuant to the Company’s Amended
Certificate of Incorporation (“Amended Charter”); and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Amended Charter if a Termination Letter has not been received by the Trustee prior to such date, in
which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date;
| 2. |
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof. |
| 3. |
This Amendment may be signed in
any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature
or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
| 4. |
This Amendment is intended to be
in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(d) of the Trust Agreement,
and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally
waived and relinquished by all parties hereto. |
| 5. |
This Amendment shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction. |
[Signature page follows]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
| |
|
| By: |
/s/ Francis Wolf |
|
| |
Francis Wolf, Vice President |
|
| SEAPORT GLOBAL ACQUISITION II CORP. |
| |
|
| By: |
/s/ Stephen Smith |
|
| |
Stephen Smith, Chief Executive Officer |
|
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