Seaport Global Acquisition II Corp Announces Termination of Merger Agreement with American Battery Materials, Inc. and Redemption of Public Shares
21 November 2023 - 10:45AM
Seaport Global Acquisition II Corp. (Nasdaq: SGII) (the “Company”),
a special purpose acquisition company, today announced that it has
terminated the previously announced agreement and plan of merger
(the “merger agreement”) with American Battery Materials, Inc. The
Company also announced today that, because the Company will not
consummate an initial business combination within the time period
required by its Amended and Restated Certificate of Incorporation,
as amended (the “Amended Charter”), the Company intends to dissolve
and liquidate in accordance with the provisions of the Amended
Charter.
As a result, the Company will redeem all of the
remaining outstanding shares of Class A common stock that were
included in the units issued in its initial public offering (the
“Public Shares”), at a per-share redemption price of approximately
$10.78 as of November 16, 2023.
In order to provide for the disbursement of
funds from the trust account, the Company will instruct the trustee
of the trust account to take all necessary actions to liquidate the
securities held in the trust account. The proceeds of the trust
account will be held in a non-interest bearing account while
awaiting disbursement to the holders of the Public Shares. Record
holders will receive their pro rata portion of the
proceeds of the trust account by delivering their Public Shares to
Continental Stock Transfer & Trust Company, the Company’s
transfer agent. Beneficial owners of Public Shares held in “street
name,” however, will not need to take any action in order to
receive the redemption amount. The redemption of the Public Shares
is expected to be completed within approximately ten business
days.
The Company’s sponsor has agreed to waive its
redemption rights with respect to its outstanding shares of Class A
common. There will be no redemption rights or liquidating
distributions with respect to the Company’s warrants, which will
expire worthless.
The Company expects that the Nasdaq Stock Market
LLC will file a Form 25 with the United States Securities and
Exchange Commission (the “Commission”) to delist the Company’s
securities. The Company thereafter expects to file a Form 15 with
the Commission to terminate the registration of its securities
under the Securities Exchange Act of 1934, as amended.
Forward-Looking StatementsThis
press release contains statements that constitute “forward-looking
statements.” Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s registration statement and prospectus for the Company’s
initial public offering filed with the SEC, and subsequent reports
filed with the SEC, as amended from time to time. Copies of these
documents are available on the SEC’s website, at www.sec.gov.
The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
Investor Relations
Contacts:Seaport Global Acquisition II Corp.Gateway Group,
Inc.Ralf Esper(949) 574-3860Sg2@gateway-grp.comorEmail:
ir@seaportglobalacquisition.com
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