American Battery Materials, Inc. (OTC Pink: BLTH) (“ABM”, the
“Company”), an environmentally responsible minerals exploration and
development company focused on direct lithium extraction (DLE) and
other critical minerals for the global energy transition, today
reaffirmed its commitment to moving forward with the proposed
merger with Seaport Global Acquisition II Corp. (NASDAQ: SGII)
(“SGII”).
David Graber, ABM’s Chairman and Co-Chief
Executive Officer, commented, “We are aware that our merger
partner, Seaport Global, received a delisting warning letter from
NASDAQ. We believe this is not an unusual event for a SPAC which
has extended its time frame to close an acquisition. Seaport
extended its time frame back in August and has undergone the
expected redemptions associated with a SPAC. This reduced Seaport’s
shareholder base and stockholders’ equity.”
Mr. Graber went on to comment, “Seaport has
committed to address the NASDAQ letter and request time to satisfy
all listing standards. It is belief that our joint efforts to
consummate the merger transaction would satisfy NASDAQ listing
standards upon completion of the merger. As such, we are committed
to closing the merger for the benefit of our shareholders.”
Proposed Business CombinationOn
June 2, 2023, ABM and Seaport Global Acquisition II Corp. (NASDAQ:
SGII) (“SGII”), a publicly listed special purpose acquisition
company, announced the signing of 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
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”).
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.
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.
Additional Information about the
Proposed Business Combination and Where to Find ItIn
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
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 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 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 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 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.
This communication does not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the Proposed Business Combination. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended from time to time, or an exemption therefrom.
Investor Relations
Contacts:American Battery Materials, Inc.Investor
RelationsEmail: ir@americanbatterymaterials.comTel: (800)
998-7962
or
MZ GroupMichael Kim(737)
289-0835ABM@mzgroup.us
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