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”),
a minerals exploration and development company focused on
environmentally friendly direct lithium extraction (“DLE”), today
announced that they have entered into a definitive merger agreement
for a business combination (the “Proposed Business Combination”)
that will result in ABM becoming a wholly-owned subsidiary of SGII.
The holders of outstanding ABM shares will receive equity in SGII
valued at $160 million (subject to adjustments). The Boards of
Directors of both ABM and SGII have unanimously approved the
Proposed Business Combination, which is subject to customary
closing conditions, including receipt of all regulatory approvals,
as well as the approval by ABM’s and SGII’s shareholders. The
combined company is expected to be renamed “American Battery
Materials Holdings”, and its common stock and warrants are expected
to be listed on the Nasdaq Global Market (“Nasdaq”).
ABM is an exploration stage company focused on
DLE and other minerals critical to the global energy transition.
The Company owns 102 federal mining claims in Eastern Utah across
2,040 acres of federal land including seven existing wells. ABM is
focused on supplying domestically-sourced critical minerals, with a
particular focus on lithium, to global markets. Capital raised from
the transaction is expected to be used to invest further in the
development of the Company’s existing United States-based mining
assets, in addition to exploring ways to broaden and further
diversify the Company’s portfolio of land assets across
geographies.
ABM Investment Highlights
-
Sustainable Supply/Demand Imbalance: As global
economies increasingly transition to clean energy solutions, demand
for critical minerals, particularly lithium, is expected to far
outpace supply over the next several decades, thereby supporting
long-term lithium pricing trends. Despite an abundance of rich
domestic sources, the U.S. is almost entirely dependent on foreign
sources of lithium. The transformation to a clean energy economy
requires U.S. lithium independence.
-
Optimally Located, U.S. Natural Asset: ABM’s 2,040
acres, located in Utah’s mineral-rich Paradox Basin, benefit from
advantageous climate trends, access to existing energy and
logistical infrastructure, and a favorable regulatory backdrop that
are ideal for using DLE. Technical reports indicate a high
probability that assets are mineral rich with supersaturated
lithium brines.
-
Differentiated DLE Technology: ABM intends to
deploy DLE to provide a more cost-effective, efficient,
faster-to-production, and environmentally friendly method of
extraction versus traditional hard-rock mining processes.
-
Experienced and Proven Management: ABM’s
leadership team includes professionals with an aggregate of over
100 years of experience across natural resource extraction,
geological engineering, global commodity logistics, and investment
banking.
“Demand for lithium is far outpacing supply,
with the U.S. producing less than 5% of the world’s lithium,”
said Sebastian Lux, Co-Chief Executive Officer of
ABM. “Combining with SGII and listing on Nasdaq will allow
us to accelerate our lithium and critical minerals extraction
projects in Utah and potentially beyond to capitalize on the
attractive opportunity as the world increasingly shifts towards
electrification.” ABM’s Co-CEO and Chairman, David Graber,
commented, “Our merger with SGII is a defining moment for
ABM. It is expected to provide us with access to sources of capital
needed to advance our lithium activities to critical mass. We have
found the perfect partners in the Seaport team, and I want to thank
our incredible team at ABM, as well as our investors, for bringing
this to fruition.”
“The global and domestic lithium and critical
materials markets are growing rapidly as the world moves towards
electrification,” commented Stephen Smith, Chief Executive
Officer and Chairman of SGII. “We believe ABM’s favorably
located assets combined with their cost effective, efficient, and
environmentally friendly extraction process positions the Company
well to become a leader in the lithium supply chain here in the
U.S. We look forward to completing our business combination and
working with ABM’s world-class team to support their growth.”
Transaction Overview
The combined company will have an estimated
pro-forma enterprise value of $225 million. It is intended that
100% of existing ABM shareholders will roll over their equity and
own approximately 70% of the pro forma equity of the combined
company in connection with the Proposed Business Combination, which
is expected to close in the fourth quarter of 2023, subject to
stockholder approvals and other customary closing conditions.
For a summary of the material terms of the
Proposed Business Combination, please see the Current Report on
Form 8-K to be filed by ABM and SGII today with the U.S. Securities
and Exchange Commission (the “SEC”), which will be available on the
SEC’s website (www.sec.gov).
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. Although
SGII’s efforts to identify a prospective business combination
opportunity will not be limited to a particular industry, it
intends to focus on companies undergoing transformational,
transitional, or reorganizational business strategies.
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 It In
connection with the Proposed Business Combination, 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
Proposed Business Combination, as these materials will contain
important information about ABM, SGII and the Proposed Business
Combination. 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 Business Combination.
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 Solicitation
SGII 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
will be set forth in the proxy statement for the Proposed Business
Combination when available. 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.
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 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 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 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 Solicitation This
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
Relations Email: ir@americanbatterymaterials.com Tel: (800)
998-7962
or
MZ Group Michael Kim (737) 289-0835
michael.kim@mzgroup.us
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