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): ~~August~~September 1612, 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)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

360 Madison Avenue, 23^rd Floor

~~(212) 616-7700 (Registrant’s~~New ~~telephone number~~York, ~~including area code)~~NY 10017

~~Not Applicable~~ (~~Former~~Address ~~name,~~of ~~former~~principal ~~address~~executive ~~and former fiscal year~~offices, ifincluding zip ~~changed since last report~~code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~code: (212) 616-7700

Not Applicable

(Former name or former address, 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 (see General Instruction A.2 below):

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 (§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 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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing

On ~~August~~September 1612, 2023, Seaport Global Acquisition II Corp. (the “Company”) orreceived a letter (the “~~SGII~~Letter”) ~~entered~~from ~~into~~the anListing ~~amendment~~Qualifications division (the “~~Trust Amendment~~Staff”) toof ~~that~~the ~~certain~~Nasdaq ~~investment~~Stock ~~trust~~Market ~~agreement~~LLC ~~dated November 17, 2021~~ (~~the~~ “~~Trust Agreement~~Nasdaq”), asstating ~~amended by~~ the ~~Amendment~~Company’s ~~No. 1~~number ~~dated~~of ~~February~~total ~~14,~~stockholders ~~2023,~~failed byto ancomply ~~between~~with the minimum ~~Company~~400 ~~and~~total ~~Continental~~holders ~~Stock~~requirement ~~Transfer~~in &accordance ~~Trust~~with ~~company,~~Nasdaq Listing Rule 5450(a)(2) ~~New~~and ~~York~~that ~~corporation,~~the asCompany’s ~~trustee,~~stockholders’ toequity ~~extend~~failed ~~the~~to ~~business~~comply ~~combination~~with ~~period~~the ~~for~~minimum up$10 tomillion ~~six~~requirement ~~one-month~~in ~~extensions~~accordance ~~from~~with ~~August~~Nasdaq ~~19,~~Listing ~~2023~~Rule ~~to February 19~~5450(b)(1)(A), ~~2024.~~in ~~The~~each ~~Amendment~~case for iscontinued ~~attached~~listing ason ~~Exhibit 10.1 hereto and~~ the ~~full~~Nasdaq ~~text~~Global ofMarket ~~such~~(collectively, ~~exhibit~~the is“Listing ~~incorporated by reference herein~~Rule”).

~~Item~~The 5Letter specifies that the Company has 45 days (the “Compliance Plan Due Date”) to submit a plan (the “Plan”) that demonstrates how the Company expects to return to compliance with the Listing Rule.~~03.~~ ~~Amendments~~The Plan will be reviewed by Nasdaq, who will either accept the plan, at which time the Company will be granted an extension of up to ~~Articles~~180 calendar days from the date of ~~Incorporation~~the Letter to evidence compliance (the “Compliance Period”), or ~~Bylaws;~~Nasdaq ~~Change~~will innot ~~Fiscal~~accept ~~Year~~the Plan and the Company may appeal such a decision to the Nasdaq Hearings Panel pursuant to Listing Rule 5815(a).

OnThere ~~August~~can ~~16,~~be ~~2023,~~no ~~the~~assurance ~~Company filed~~that ~~an amendment (~~the ~~“Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the State of Delaware. The Amendment (i) allows the~~ Company ~~to extend the date by which it has to consummate a business combination~~will ~~for~~be anable ~~initial period from August 19, 2023, by up~~ to ~~six~~regain ~~one~~compliance ~~month~~with ~~extensions~~the toListing ~~February~~Rule ~~19, 2024 (~~or ~~such~~maintain ~~earlier~~compliance date as determined by the Board) and (ii) removes the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with ~~Rule 3a51-1(g)(1) of~~ the ~~Securities~~other ~~Exchange~~Nasdaq ~~Act~~listing ~~of 1934) of less than $5,000,001~~requirements. The ~~Amendment~~Company isintends to ~~attached~~consider asits ~~Exhibit~~available ~~3.1~~options ~~hereto~~to ~~and~~resolve ~~the~~its ~~full text of such exhibit is incorporated by reference herein~~noncompliance.

~~Important~~In ~~Information~~the ~~and~~event ~~Where~~that the Company does not regain compliance within the Compliance Period, the Company may be eligible to ~~Find~~transfer Itto the Nasdaq Capital Market before the expiry of the Compliance Period. To qualify, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq will provide notice to the Company that its listed securities will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities, but there can be no assurance Nasdaq would grant the Company’s request for continued listing.

InItem ~~connection with the Company’s proposed business combination with American Battery Materials, Inc~~9.,01 ~~SGII~~Financial ~~intends~~Statements ~~to file a preliminary~~ and ~~definitive proxy statement with the U~~Exhibits.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 Transactions, as these materials will contain important information about ABM, SGII and the Transactions. This communication is not a substitute for the S-4 or any other document that SGII will send to its stockholders in connection with the Transactions. 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 Transactions. 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~~(d) ~~in the Solicitation~~Exhibits:

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 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 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 Transactions will be set forth in the proxy statement for the proposed Transactions when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Transactions will be included in the Form S-4 that SGII intends to file with the SEC.

Exhibit		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

NoSIGNATURE ~~Offer or Solicitation~~

~~This~~Pursuant ~~communication is for informational purposes only and shall neither constitute an offer~~ to ~~sell or~~ the ~~solicitation~~requirements of ~~an offer to buy any securities or to vote in any jurisdiction pursuant to~~ the ~~Transactions~~Securities orExchange ~~otherwise,~~Act ~~nor shall there be any sale, issuance or transfer~~ of ~~securities in any jurisdiction in which~~1934, the ~~offer,~~registrant ~~solicitation~~has orduly ~~sale~~caused ~~would~~this bereport ~~unlawful prior~~ to ~~the~~be ~~registration~~signed oron ~~qualification~~its ~~under~~behalf by the ~~securities~~undersigned ~~laws~~hereunto ofduly ~~any such jurisdiction~~authorized.

Forward Looking Statements

	Seaport Global Acquisition II Corp.

Date: September 15, 2023	By:	/s/ Stephen Smith
		Name: Stephen Smith
		Title: Chief Executive Officer

This Current Report on Form 8-K 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 Transactions 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, and the target grades and tonnages information 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 Transactions. 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
3.1		Amendment to Amended and Restated Certificate of Incorporation
10.1		Amendment No. 2 to the Investment Management Trust Agreement, dated November 17, 2021, by and between the Company and Trustee.
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: August 21, 2023

SEAPORT GLOBAL ACQUISITION II CORP. By: /s/ Stephen Smith Name: Stephen Smith Title: Chief Executive Officer

Filing Compare · Seaport Global Acquisition II Corp.