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):
November 20, 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
1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
As previously announced, on June 1, 2023, American
Battery Materials, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, as amended
by Amendment No. 1 to Agreement and Plan of Merger dated as of July 14, 2023 (the “Merger Agreement”), by and among
Seaport Global Acquisition II Corp., a Delaware corporation (“SGII”), SGII, Lithium Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of SGII (“Merger Sub”), and the Company. Pursuant to the Merger Agreement, Merger Sub was
to merge with and into the Company, with the Company surviving the merger (the “Merger” and, together with the other
transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, the Company
would have become a wholly-owned subsidiary of SGII, with the stockholders of the Company becoming stockholders of SGII.
On November 20, 2023, pursuant to Sections 8.09(c)
and 10.01(f) of the Merger Agreement, SGII notified the Company that SGII had elected to terminate the Merger Agreement.
ITEM
7.01 REGULATION FD DISCLOSURE.
The information set forth below under this Item
7.01, including the exhibit 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.
On 22 November 2023 the Company issued a press
release providing a brief update in the form of a letter to the Company’s stockholders. Among other things, the press release addressed
the termination of Merger Agreement, and underscored the Company’s objective to continue to aggressively pursue a listing of the
Company’s common stock on a senior exchange – namely NASDAQ or the New York Stock Exchange. A copy of the press release is
attached hereto as Exhibit 99.1.
ITEM
8.01 OTHER EVENTS.
The Company terminated the engagement of Equiniti
as its transfer agent, with an effective date of 22 November 2023. The Company has engaged Transfer Online, Inc. as its new transfer agent,
effective as of 24 November 2023. Stockholders of the Company may reach Transfer Online as follows: Transfer Online, 512 SE Salmon St.,
Portland, Oregon, 97214; 503-227-2950.
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: 27 November 2023 |
AMERICAN BATTERY MATERIALS,
INC. |
| |
BY: |
/s/ DAVID GRABER |
| |
|
David Graber, |
| |
|
Co-Chief Executive Officer |
| |
|
|
| |
BY: |
/s/ Sebastian Lux |
| |
|
Sebastian Lux, |
| |
|
Co-Chief Executive Officer |
2
Exhibit 99.1
American Battery
Materials Provides Corporate Update
Management Continues Rapid Pace of Operational
Execution; Pursuing Uplist to a Senior Exchange in 2024
GREENWICH, Conn., - Nov. 22, 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
provided a brief corporate update to shareholders from David Graber, Chairman and Co-Chief Executive Officer, and Sebastian Lux Co-Chief
Executive Officer.
Dear Shareholders,
As we continue to drive forward operational momentum
at our Lisbon Valley Lithium Project, we wanted to provide shareholders with an update on our operations, recent macro-economic catalysts
driving the need for lithium, our decision to terminate the proposed SPAC transaction and our path to listing on a senior U.S. exchange
– such as the NASDAQ or New York Stock Exchange.
Lithium is a Generational Opportunity
The transformation to a clean energy economy has
driven a generational opportunity in lithium, propelled by government incentives as well as rapid consumer adoption of battery electric
vehicles and home energy storage systems. Despite this momentum, the United States is almost entirely dependent on foreign sources for
its lithium needs. The post-COVID world has clearly illustrated the dangers of long, obscure supply chains – making the achievement
of U.S. lithium independence more important than ever.
Given these catalysts, the demand for lithium
is expected to grow exponentially to nearly 4,000 Kilotons of lithium carbonate equivalent annually by 2030, with global demand expected
to severely outstrip supply in the coming years. These structural tailwinds can be clearly seen in global lithium pricing, which has soared
from less than $10,000/mt to a high of over $80,000/mt in late 2022, settling around $20,000/mt today.
DLE: A Superior Approach to Lithium Extraction
Our approach to lithium extraction is clearly
differentiated and represents a clear structural advantage to ABM. Traditional lithium mining requires large pools to extract lithium
from the brine, which faces significant hurdles including environmental damage, potential regulatory issues, and often controversial mining
practices. We do not believe that the environmental damage aspect will continue to be overlooked, particularly in the United States, and
are seeking to deploy Direct Lithium Extraction (“DLE”), which provides an efficient, more sustainable, and faster-to-production
method as compared to legacy hard-rock mining strategies.
Employing DLE rejects critical impurities which
ultimately produces a very high-quality lithium end-product while significantly lowering our environmental footprint (in terms of land
use, water use and energy consumption). We believe this strategy can significantly increase the supply of lithium from brine projects
by nearly doubling production and yield with recoveries potentially reaching over 90%, while eliminating the need for large lithium extraction
fields, which destroy the natural environment.
Lisbon Valley Project Summary & Proposed
Joint Venture with Xantippe Resources
Our strategic land position and mining claims
for our Lisbon Valley Project in San Juan County, Utah positions us to become a leader in the commercial production of lithium in the
United States. In July of this year, we acquired substantial new mining claims adjacent to our Lisbon Valley Project which expanded our
acreage position several-fold from approximately 2,000 acres to our current position of 14,300 acres today. To that end, we will continue
to aggressively seek additional opportunities to increase our claims and expand the scope of our projects.
Our claims in in Utah’s mineral-rich Paradox
Basin benefit from advantageous climate trends and have accessible existing energy and logistics infrastructure. Further, our land claims
enable ABM to benefit from a favorable regulatory backdrop that is ideal for using DLE, providing further benefits as compared to traditional
hard-rock methods.
In addition, earlier this month we announced a
proposed joint venture with Xantippe Resources, an Australian-based developer of lithium brine projects in Argentina and Australia. Per
our agreement, we will seek to first collaborate in the development of a 54,000-acre lithium brine project utilizing DLE extraction in
Argentina’s “Lithium Triangle”. As we progress, we will later assist Xantippe with a second joint venture project in
Australia, where a maiden drilling program resulted in the potential for significant lithium-bearing pegmatites.
We look forward to working closely with Xantippe’s
team of recognized lithium experts while concurrently leveraging their local knowledge and development expertise. Our companies culturally
align with our extraction philosophies and are poised to structurally benefit from increasing demand for sustainably produced lithium.
Ultimately, we view this opportunity with Xantippe as providing exciting new optionality while concurrently de-risking the story for our
shareholders.
Clearly Defined Pathway to Listing on a Senior
Exchange
Our primary goal has always been the creation
of sustainable, long-term value for our fellow shareholders. To that end, we continue to aggressively pursue a listing of our common stock
on a senior exchange – namely NASDAQ or the New York Stock Exchange.
As was announced earlier this week, our merger
with the publicly listed special purpose acquisition company Seaport Global Acquisition II Corp. (“SGII”) was terminated.
Material changes proposed by SGII made the transaction untenable to ABM, resulting in the decision to terminate. While this was not the
anticipated pathway, we view the previously agreed upon transaction – in which our shareholders were to receive $160 million in
SPAC equity (subject to adjustments) – as validation of the inherent value the market sees in ABM and our lithium projects.
As we move ahead, we will seek to engage
with a capital markets partner to pursue a traditional uplisting to a senior exchange. We look forward to providing our shareholders
with further updates on this front as they develop, and we move closer to this milestone.
Closing Remarks
As we move into 2024 and beyond, we will remain
laser-focused on continuing our rapid cadence of operational execution. More specifically, we will seek to complete drill permits for
exploration wells on our Lisbon Valley Project; formalize our relationship with Xantippe; pursue a lithium offtake partner; and seek out
favorable new acreage acquisition opportunities as they present themselves.
Looking ahead, we are experiencing structural
tailwinds and firmly believe that we have the team, world-class property, technology, and demand in place to create a leading lithium
supplier in the United States, providing what could be our first sustainable source of domestic lithium using DLE. We have never been
more confident in the future of ABM and the potential for long-term value creation to our fellow shareholders, and look forward to sustained
execution in the quarters to come.
Sincerely,
David Graber
Chairman and Co-Chief Executive Officer
Sebastian Lux
Co-Chief Executive Officer
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 website, www.americanbatterymaterials.com/contact.
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 the termination
of 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; risk relating to the uncertainty of the
projected financial information with respect to ABM; 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, 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 ABM's financial results is included from time to time in ABM’s public reports filed with the SEC, including its Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. If any of these risks materialize 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 ABM presently know, or that ABM currently believes are immaterial, that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking statements reflect ABM's expectations, plans or forecasts of
future events and views as of the date of this communication. ABM anticipates that subsequent events and developments will cause their
assessments to change. However, while ABM may elect to update these forward-looking statements at some point in the future, ABM specifically
disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing
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.
Investor Relations Contacts:
American Battery Materials, Inc.
Investor Relations
Email: ir@americanbatterymaterials.com
Tel: (800) 998-7962
Or
Lucas A. Zimmerman
Managing Director
MZ Group - MZ North America
(949) 259-4987
ABM@mzgroup.us
www.mzgroup.us
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