0001869824 false 0001869824 2023-07-14 2023-07-14 0001869824 SGII:UnitsMember 2023-07-14 2023-07-14 0001869824 us-gaap:CommonStockMember 2023-07-14 2023-07-14 0001869824 SGII:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member 2023-07-14 2023-07-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT 

Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 14, 2023

 

 

SEAPORT GLOBAL ACQUISITION II CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-41075   86-1326052
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

360 Madison Avenue, 23rd Floor    
New York, NY   10017
(Address of principal executive offices)   (Zip Code)

 

(212) 616-7700
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

 

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:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on
which registered
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant   SGIIU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   SGII   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   SGIIW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark 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 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2023, Seaport Global Acquisition II Corp., a Delaware corporation (“SGII”), entered into an Agreement and Plan of Merger (“Merger Agreement”) dated June 1, 2023, by and among SGII, Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”), and American Battery Materials, Inc. (OTC Pink: BLTH), a Delaware corporation (“ABM”).

 

On July 14, 2023, SGII, Merger Sub and ABM (collectively, the “Parties”) entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). Pursuant to the Amendment, the Parties agreed to (i) reduce the value of the shares of SGII common stock to be paid as consideration to ABM’s stockholders from $160 million to $120 million, (ii) extend the Merger Agreement’s termination date from August 19, 2023 to February 19, 2024; and (iii) amend the Merger Agreement to fund one-half of the additional payment into trust (i.e., $0.015 per share by ABM) that SGII intends to make in connection with an extension to the date by which SGII must complete a business combination. If ABM fails to make any such contribution that is subsequently funded by SGII (each, a “Contribution Shortfall”), then ABM shall issue to SGII’s sponsor a number of shares with value equal to two times the amount of all Contribution Shortfalls either (a) if the transactions under the Merger Agreement close, of the post-business combination company or (b) if the transactions under the Merger Agreement do not close, of ABM.

 

The foregoing description of the Amendment and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated herein by reference.

 

Important Information and Where to Find It

 

 In connection with the Transactions, SGII intends to file a preliminary and definitive proxy statement with 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 the Solicitation

 

SGII and its respective directors and executive officers may be deemed participants in the solicitation of proxies from SGII’s and ABM’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.

 

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.

 

 

 

 

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 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.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits:

 

Exhibit   Description
2.1   Amendment No. 1 to Agreement and Plan of Merger, dated as of July 14, 2023, by and among Seaport Global Acquisition II Corp., Lithium Merger Sub, Inc. and American Battery Materials, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Dated: July 14, 2023

 

 

SEAPORT GLOBAL ACQUISITION II CORP.

   
     
  By: /s/ Stephen Smith
  Name: Stephen Smith
  Title: Chief Executive Officer

  

 

 

 

 

 

Exhibit 2.1

 

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

 

This Amendment No. 1, dated as of July 14, 2023 (this “Amendment No. 1”), to the Agreement and Plan of Merger, dated as of June 1, 2023 (the “Merger Agreement”), by and among Seaport Global Acquisition II Corp., a Delaware corporation (“Acquiror”), Lithium Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and American Battery Materials, Inc., a Delaware corporation (the “Company”, and Acquiror, Merger Sub and the Company are referred to herein individually as a “Party” and collectively as the “Parties”), is made and entered into by and among the Parties. Capitalized terms used but not defined in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the Merger Agreement, which will remain in full force and effect as amended hereby.

 

RECITALS

 

WHEREAS, pursuant to Section 11.10 of the Merger Agreement, the Parties desire to amend the Merger Agreement, as set forth in this Amendment No. 1, effective as of the date hereof.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereby agree as follows:

 

1.Amendments to the Merger Agreement.

 

1.1           Article I of the Merger Agreement. Article I of the Merger Agreement is hereby amended by adding the following defined terms to such article:

 

““Contribution Amount” has the meaning specified in Section 8.09(a).

 

Contribution Date” has the meaning specified in Section 8.09(a).

 

Contribution Start Date” has the meaning specified in Section 8.09(a).

 

Purchase Price” means $120,000,000.”

 

1.2           Article VIII of the Merger Agreement. Article VIII of the Merger Agreement is hereby amended by adding the following Section 8.09 immediately after Section 8.08:

 

“8.09 Contributions by the Company.

 

(a)       Beginning on August 18, 2023 (the “Contribution Start Date”), and on the corresponding date of each calendar month after the Contribution Start Date (each such date, including the Contribution Start Date, a “Contribution Date”) until the earlier of (i) the date as of which the Company has made six (6) monthly contribution payments pursuant to this Section 8.09(a) and (ii) Acquiror’s delivery of written notice to the Company that Acquiror has determined not to consummate the Transactions, the Company shall pay or cause to be paid to Acquiror, by wire transfer of immediately available funds, an amount in cash (each such amount, a “Contribution Amount”) equal to the product of (x) the total number of shares of Acquiror Stock outstanding as of immediately prior to the applicable Contribution Date, taking into account all redemptions of Acquiror Stock occurring prior to such Contribution Date, multiplied by (y) $0.015.

 

 

 

 

(b)       Subject to the performance by the Company of its obligations under Section 8.09(a), if the Closing occurs, then immediately following the Closing, Acquiror shall issue or cause to be issued to the Company Stockholders, pro rata in accordance with the number of shares of Company Stock held by each such Company Stockholder, an aggregate number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) the aggregate amount of all Contribution Amounts paid by the Company to Acquiror pursuant to Section 8.09(a), by (ii) $10.00.

 

(c)       If the Company fails to pay to Acquiror any Contribution Amounts in accordance with Section 8.09(a), then Acquiror shall be entitled, in its sole discretion, to either (i) terminate this Agreement pursuant to Section 10.01(f) of this Agreement, or (ii) direct the Sponsor to pay to Acquiror the Contribution Amounts required to be paid by the Company pursuant to Section 8.09(a).

 

(d)       If Acquiror elects to direct the Sponsor to pay the Contribution Amounts pursuant to clause (ii) of Section 8.09(c), then (i) if the Closing occurs, Acquiror shall issue to the Sponsor at the Closing a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (x) the product of (A) all Contribution Amounts required to be paid by the Company pursuant to Section 8.09(a) (regardless of whether such amounts are actually paid by the Company), multiplied by (B) two (2), by (y) $10.00, and (ii) if the Closing does not occur and this Agreement is terminated (other than by Acquiror pursuant to Section 10.01(f) of this Agreement), then promptly, but in any event no more than ten (10) Business Days following the effective date of such termination, the Company shall issue to the Sponsor a number of shares of Company Common Stock equal to the quotient obtained by dividing (i) the product of (A) all Contribution Amounts required to be paid by the Company pursuant to Section 8.09(a) (regardless of whether such amounts are actually paid by the Company), multiplied by (B) two (2), by (ii) the average of the volume weighted average price of the Company Common Stock, as reported by the OTC Markets Group, over the ten (10) trading-day period ending on the last trading day immediately prior to the date of issuance of such shares of Company Common Stock to the Sponsor.

 

(e)       Acquiror shall contribute to the Trust Account any Contribution Amounts received by Acquiror pursuant this Section 8.09 reasonably promptly following Acquiror’s receipt of any such amounts.

 

(f)       The obligations of the Company under this Section 8.09 shall terminate upon the Closing or the earlier termination of this Agreement.”

 

1.3          Section 10.01 of the Merger Agreement. Section 10.01 of the Merger Agreement is hereby amended as follows:

 

(a)            Section 10.01(b). Clause (ii) of Section 10.01(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

 

“(ii) the Closing has not occurred on or before the earlier of (A) February 19, 2024 and (B) the date on which Acquiror dissolves and liquidates in accordance with Section 9.2(d) of Acquiror’s amended and restated certificate of incorporation (the earlier of (A) and (B), the “Termination Date”), or”.

 

 - 2 - 

 

 

(b)            Section 10.01(d). Section 10.01(d) of the Merger Agreement is hereby amended by deleting the word “or” at the end of such section.

 

(c)            Section 10.01(e). Section 10.01(e) of the Merger Agreement is hereby amended by deleting “.” at the end of such section and inserting “; or” at the end of such section.

 

(d)            Section 10.01(f). Section 10.01 of the Merger Agreement is hereby amended by adding the following Section 10.01(f) immediately after Section 10.01(e):

 

“(f) by written notice from Acquiror to the Company if the Company shall have failed to comply with its obligations under Section 8.09 of this Agreement.”

 

2.Effective Date. The Parties hereby acknowledge and agree that this Amendment No. 1 shall be effective as of the date hereof.

 

3.Approval and Consent. The Parties hereby approve and consent to this Amendment No. 1.

 

4.Other Provisions. The provisions of Article XI (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment No. 1.

 

5.Effect of Amendment No. 1.

 

5.1          No Other Amendments. Except as expressly amended by this Amendment No. 1, the Merger Agreement will remain in full force and effect and is hereby ratified and confirmed.

 

5.2          References. On and after the date hereof, each reference in the Merger Agreement to “this Agreement,” “hereof,” “herein,” “hereby,” “hereunder,” “hereto” and derivative or similar words referring to the Merger Agreement, and each reference in any other document relating to the “Agreement and Plan of Merger, the “Merger Agreement,” the “Agreement,” “thereunder,” “thereof,” or words of like import referring to the Merger Agreement, means and references the Merger Agreement as amended hereby.

 

6.Counterparts. This Amendment No. 1 may be executed in separate counterparts (including, without limitation, counterparts transmitted by facsimile or by other electronic means), each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures of the Parties transmitted by facsimile or by other electronic means shall be deemed to be original signatures for all purposes and shall have the same force and effect as a manual signature.

 

[The remainder of this page is intentionally left blank]

 

 - 3 - 

 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be duly executed as of the date first above written.

 

 

  ACQUIROR:
   
   
  SEAPORT GLOBAL ACQUISITION II CORP.
   
   
  By: /s/ Stephen Smith
    Name: Stephen Smith
    Title:   Chief Executive Officer
   
   
  MERGER SUB:
   
   
  LITHIUM MERGER SUB, INC.
   
   
  By: /s/ Stephen Smith
    Name: Stephen Smith
    Title:   Chief Executive Officer
   
  COMPANY:
   
  AMERICAN BATTERY MATERIALS, INC.
   
   
  By: /s/ David E. Graber
  Name: David E. Graber
    Title:   Co-Chief Executive Officer

 

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

 

  

 

 

v3.23.2
Cover
Jul. 14, 2023
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 14, 2023
Entity File Number 001-41075
Entity Registrant Name SEAPORT GLOBAL ACQUISITION II CORP.
Entity Central Index Key 0001869824
Entity Tax Identification Number 86-1326052
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 360 Madison Avenue
Entity Address, Address Line Two 23rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code 212
Local Phone Number 616-7700
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units [Member]  
Document Information [Line Items]  
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol SGIIU
Security Exchange Name NASDAQ
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol SGII
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol SGIIW
Security Exchange Name NASDAQ

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