Seaport Global Acquisition II Corp. (NASDAQ: SGII) (“SGII”), a
publicly-listed special purpose acquisition company, and American
Battery Materials, Inc. (OTC Pink: BLTH) (“ABM” or the “Company”),
an environmentally responsible minerals exploration and development
company focused on direct lithium extraction and other critical
minerals for the global energy transition, announced today SGII
filed the initial Registration Statement on Form S-4 (the
"Registration Statement") with the U.S. Securities and Exchange
Commission (“SEC”) as a necessary and critical step towards merger
completion.
The Registration Statement contains a
preliminary proxy statement/prospectus in connection with the
previously announced proposed business combination between SGII and
ABM (the “Proposed Business Combination”). While the Registration
Statement has not yet become effective and the information
contained therein is subject to change, it provides important
information about SGII and ABM, as well as the Proposed Business
Combination.
Stephen Smith, Chief Executive Officer and
Chairman of SGII commented: “The filing of the Registration
Statement marks an important milestone for us in the process to
uplist American Battery Materials to the Nasdaq. We remain
confident that ABM is primed and positioned to be a leader in the
important lithium supply chain here in the U.S., with its planned
use of direct lithium extraction leading the way for an
environmentally friendly, cost-effective, and highly scalable
business.”
David Graber, Chairman and Co-Chief Executive
Officer of ABM added: “Since we first announced the business
combination with Seaport back in June, ABM has continued to make
great progress. We have significantly expanded our mining claims in
the Lisbon Valley of Utah; produced an updated technical report;
and, readied ourselves to commence drilling. Further, the demand
for lithium continues to far outpace supply. We are excited to have
the Registration Statement filed and move forward with the proposed
merger, which will be a defining moment for ABM and its
shareholders. ABM remains uniquely positioned to capitalize on
shifting market dynamics reflecting ongoing electrification trends
across the globe, and our planned uplisting to the Nasdaq should
enable us to advance our lithium activities to critical mass.”
Proposed Business
Combination
On June 2, 2023, SGII and ABM announced the
signing of a definitive merger agreement for the Proposed Business
Combination that will result in ABM becoming a wholly owned
subsidiary of SGII. Following the closing of the Proposed Business
Combination, it is expected that the combined company will (i) be
renamed “American Battery Materials Holdings”; (ii) have its common
stock and warrants listed on the Nasdaq Global Market (“Nasdaq”);
and, (iii) be led by the existing management team of ABM in a
seamless transition of power.
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.
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.
Additional Information about the
Proposed Business Combination and Where to Find ItIn
connection with the Proposed Business Combination, SGII has filed
the Registration Statement which includes a preliminary proxy
statement/prospectus with the U.S. Securities and Exchange
Commission (“SEC”). SGII’s stockholders and other
interested persons are advised to read the Registration Statement,
as well as other documents filed with the SEC in connection with
the Proposed Business Combination, as these materials will contain
important information about ABM, SGII and the Proposed Business
Combination. When available, the Registration
Statement will be mailed to stockholders of SGII as of a record
date to be established for voting on, among other things, the
Proposed Business Combination. 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
SolicitationSGII 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 is set forth in the Registration Statement. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the Proposed Business
Combination is included in the Registration Statement that SGII has
been filed with the SEC.
Forward Looking StatementsThis
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, and Current Reports on Form 8-K as well as the
Registration Statement that SGII has 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 SolicitationThis
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.
Investor Relations
Contacts:
Seaport Global Acquisition II Corp.Gateway Group, Inc.Ralf
Esper(949) 574-3860
sg2@gateway-grp.com
American Battery Materials, Inc.Investor
RelationsEmail: IR@AmericanBatteryMaterials.comTel: (800)
998-7962
or
MZ GroupMichael Kim(737)
289-0835michael.kim@mzgroup.us
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