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):
August 4, 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
3.03 MATERIAL MODIFICATIONS OF RIGHTS OF SECURITY HOLDERS.
To the extent required by Item 3.03 of Form 8-K,
the information set forth in Item 5.03 is incorporated herein by reference.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS.
On August 4, 2023, American Battery Materials,
Inc. (the “Company”) filed a certificate of amendment to its Certificate of Incorporation, as amended, with the Secretary
of State of the State of Delaware (the “Amended Certificate”). The Amended Certificate is intended to effect a 1-for-300
reverse stock split of the Company’s shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split
was unanimously approved by the Company’s board of directors (the “Board”) on August 1, 2023. The Board, and
stockholders holding a majority of the Company’s issued and outstanding shares of stock entitled to vote, previously approved and
authorized future amendment of our Certificate of Incorporation to implement a reverse stock split of the Company’s common stock
by a ratio of not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Board having the discretion
to determine whether or not a reverse stock split is to be effected, and if effected, the exact ratio for the reverse stock split within
the approved range.
Upon effectiveness of the Reverse Stock Split,
every three hundred (300) shares of the Company’s pre-reverse split common stock will be combined and reclassified into one (1)
share of common stock without any change in the par value per share. The Reverse Stock Split will not modify the rights or preferences
of the common stock. No fractional shares will be issued if, as a result of the Reverse Stock Split, a registered stockholder would otherwise
become entitled to a fractional share. Instead, stockholders who otherwise would be entitled to receive fractional shares because they
held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to rounding up of
their fractional share to the nearest whole share.
The Reverse Stock Split will not be effective
until FINRA provides instruction for allowance of the Reverse Stock Split. At that time, the Company’s common stock will also be
assigned a new CUSIP number. The Amended Certificate is attached to this Current Report as Exhibit 3.1, and is incorporated herein by
reference. All descriptions of the Amended Certificate herein are qualified in their entirety by the actual text of the Amended Certificate.
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, (i) the Company intends to file Schedule 14C Information Statements with the U.S. Securities and
Exchange Commission (the “SEC”); and, (ii) SGII intends to file a 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 Proposed Business Combination. Stockholders will 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 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. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed
Business Combination will be included in the Form S-4 that SGII intends to file with the SEC.
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 respective 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 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: 08 August 2023 |
AMERICAN BATTERY MATERIALS, INC. |
| |
|
| |
BY: |
/s/ SEBASTIAN LUX |
| |
|
Sebastian Lux, |
| |
|
Co-Chief Executive Officer |
| |
|
|
| |
BY: |
/s/ DAVID
GRABER |
| |
|
David Graber, |
| |
|
Co-Chief Executive Officer |
4
Exhibit
3.1
| State
of Delaware |
|
| Secretary
of State |
|
| Division
of Corporations |
|
| Delivered
03:05 PM 08/04/2023 |
|
| FILED
03:05 PM 08/04/2023 |
|
| SR
20233171472 - File Number 4324016 |
|
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
AMERICAN
BATTERY MATERIALS, INC.
(Pursuant
to Section 242 of the General Corporation Law of the State of Delaware)
AMERICAN
BATTERY MATERIALS, INC. (the “Corporation”), a corporation duly organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
First:
The name of this Corporation is American Battery Materials, Inc.
Second:
The Certificate of Incorporation of the Corporation was originally filed with the Delaware Secretary of State on March 26, 2007 (the “Certificate
of Incorporation”).
Third:
The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the DGCL, duly adopted the following
amendment to Article 4 of the Certificate of Incorporation by adding the following paragraph to the end of Article 4:
Article 4
— Corporate Capitalization. Effective upon the filing of this Certificate of Amendment to Certificate of Incorporation (the “Amendment”)
with the Secretary of State of the State of Delaware (the “Effective Time”), every three hundred (300) shares of Common
Stock then issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall automatically
be combined into one (1) share of Common Stock, without any further action by the holders of such shares (the “Reverse Stock
Split”). The Reverse Stock Split will be effected on a certificate-by-certificate basis, and any fractional shares resulting
from such combination shall be rounded down to the nearest whole share on a certificate-by-certificate basis. No fractional shares shall
be issued in connection with the Reverse Stock Split. A holder of Common Stock who would otherwise be entitled to receive just a fractional
share as a result of the Reverse Stock Split will receive one whole share of Common Stock in lieu of such fractional share. Each stock
certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Common Stock shall, from and after
the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares
of Common Stock after the Effective Time into which the shares formerly represented by such certificate or book-entry position have been
reclassified pursuant to the Reverse Stock Split. All rights, preferences, and privileges of the Common Stock and the Preferred Stock
of the Corporation shall be appropriately adjusted to reflect the Reverse Stock Split in accordance with this Amendment.
Fourth:
This Amendment shall become effective immediately upon being duly filed with the Delaware Secretary of State.
Fifth:
That, by written consent executed in accordance with Section 228 of the DGCL, the holders of a majority of the outstanding stock of the
Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as
a class, was given written notice of the proposed Amendment and voted in favor of the adoption of the Amendment. The necessary numbers
of shares, as required by statute, were voted in favor of the Amendment.
Sixth: The Amendment was duly adopted in accordance
with Section 242 of the DGCL.
Seventh: All other provisions of the Certificate
of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of the 3rd day of August, 2023.
| |
AMERICAN BATTERY MATERIALS, INC. |
| |
|
| |
BY: |
/s/ Sebastian Lux |
| |
Name: |
Sebastian Lux |
| |
Title: |
Co-Chief Executive Officer |
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