Item 7.01 Regulation FD Disclosure.
As previously announced, on May 31, 2023, Seaport
Global Acquisition II Corp., a Delaware corporation (“SGII”), entered into an Agreement and Plan of Merger (“Merger
Agreement”) 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”). ABM is an exploration
stage company focused on environmentally friendly direct lithium extraction and other minerals critical to the global energy transition.
Pursuant to the Merger Agreement, Merger Sub will merge with and into ABM, with ABM surviving the merger (the “Merger”
and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of
the Transactions, ABM will become a wholly-owned subsidiary of SGII, with the stockholders of ABM becoming stockholders of SGII.
On June 14, 2023, ABM posted a revised version of its corporate presentation
(the “Corporate Presentation”).
A
copy of the Corporate Presentation is furnished hereto as Exhibit 99.1, and is incorporated herein by reference. The Corporate Presentation
is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Important Information and Where to Find It
In
connection with the Transactions, 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 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 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 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.
No Offer or Solicitation
This communication is for informational purposes
only and shall neither constitute an offer to sell or the solicitation of an offer to buy any securities or to vote in any jurisdiction
pursuant to the Transactions or otherwise, nor shall there be any sale, issuance or transfer 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
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.