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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): September
22, 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 1.01 | ENTRY INTO MATERIAL DEFINITIVE AGREEMENT. |
On 22 September 2023, American Battery Materials,
Inc. (the “Company”) closed the following related transactions:
A. Amendment
of Convertible Notes: The Company entered into a Convertible Note Amendment Agreement (each, an “Amendment Agreement”)
with each of the five holders (each, a “Holder”, and collectively, the “Holders”) of convertible
notes in the cumulative principal amount of $1,550,000 issued by the Company (each, a “Note”). Each of the Holders
agreed to extend the time by which each can voluntarily convert their respective Note into shares of common stock of the Company (“Common
Stock”). Four of the Holders agreed to delay all voluntarily conversions until the later of (i) the closing of the he proposed
merger transaction with Seaport Global Acquisition II Corp. (the “Seaport Merger”); (ii) public disclosure by the Company
that it will not close the Seaport Merger; or, (iii) six (6) months from effective date of the respective Amendment Agreement. The fifth
Holder agreed to delay all voluntarily conversions until 01 November 2023, and starting on that date conversions may be effected (i) up
to fifty percent (50%) of the original principal amount and accrued interest in the month of November 2023; (ii) all remaining amounts
owing under the Note in the month of December 2023; and, (iii) any amounts owing under the Note at any time after December 2023. The conversion
price for the fifth Holder was also revised to the lesser of (i) $0.0065; or, (ii) sixty five percent (65%) of the VWAP for the Common
Stock during the 20-consecutive trading days ending on the trading day immediately prior to the date of a voluntary conversion.
As additional consideration for each Amendment Agreement,
the Company also agreed to issue to the Holders a total of 15,624,824 shares of Common Stock. Additional shares of Common Stock may be
issued to the Holders in the event the Seaport Merger closes at a valuation less than currently provided for in the documents for the
Seaport Merger.
The foregoing description of the Amendment Agreement
executed with each Holder does not purport to be complete and is qualified in its entirety by the actual language contained in each Amendment
Agreement.
B. Issuance
of New Convertible Notes: The Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with
two investors (each, a “Purchaser”) pursuant to which, among other things, each Purchaser purchased from the Company
a convertible note (the “New Notes”) in the original principal amounts of $250,000 and $200,000, respectively.
The New Notes provide for a maturity of 12-months;
7.5% interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”).
The New Notes are convertible into shares of Common Stock as follows:
(1) The
New Notes automatically convert into Common Stock upon the Company’s Common Stock being listed on a higher exchange due to the (i)
pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in an uplist to a higher exchange
(either, a “Triggering Transaction”).
(2) The
conversion price in an automatic conversion shall be equal to:
(a) 75%
of the price under the Triggering Transaction if within 120-days of the Issuance Date;
(b) 70%
of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;
(c) 65%
of the price under the Triggering Transaction if more than 150-days of the Issuance Date.
(3) Each
Purchaser has the right to convert into Common Stock, in whole or in part, at any time after 180-days following the Issuance Date. The
conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65% of the volume weighted average price for the
Company’s common stock during the 20-consecutive trading days preceding the conversion.
As additional consideration for the New Notes, the
Company also agreed to issue to the Purchasers a total of 4,546,809 shares of Common Stock.
The foregoing description of the Purchase Agreements
and the New Notes executed with the Purchasers does not purport to be complete and is qualified in its entirety by the actual language
contained in each of the respective Purchase Agreements and New Notes.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT. |
The information contained in Item 1.01 of this Current
Report on Form 8-K with respect to each Amendment Agreement, Purchase Agreement, and the New Notes, inclusive, is hereby incorporated
by reference in this Item 2.03.
ITEM 3.02 |
UNREGISTERED SALES OF EQUITY SECURITIES. |
The information set forth in Item 1.01 of this Current
Report on Form 8-K with regard to the Company’s issuance of shares of Common Stock is hereby incorporated by reference in this Item
3.02. All such shares were offered and sold without registration under the Securities Act of 1933 (the “Securities Act”)
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and, in reliance
on similar exemptions under applicable state laws.
ITEM 3.03 |
MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
The information contained in Item 1.01 of this Current
Report on Form 8-K with respect to each Amendment Agreement is hereby incorporated by reference in this Item 3.03.
Important Information and Where to Find It
The Company has previously disclosed a proposed business
combination (the “Proposed Business Combination”) with Seaport Global Acquisition II Corp. (“SGII”)
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 has filed a registration statement on Form S-4, which includes 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, 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,
the S-4 filed with the SEC September 22, 2023; 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 is included in the S-4 filed 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
Exhibit No. |
|
Description |
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.
Date: 28 September 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 |
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