SGII SEC filings, in plain English
Everything Seaport Global Acquisition II Corp. has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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- What changed vs 2023-08-28trust $146.1M → $146.8M +0%shares 4.25M → 3.39M -20%
trust account, redeemable shares, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $146.1M$146.8M
- Redeemable shares
- 4.25M3.39M
- Combination deadline
- 2024-02-19 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $654,537 was added to the trust between the two filings.
The clause …“held in Trust Account $ 923 $ 923 $ — $ — U.S. Treasury Securities held in Trust Account 146,762,512 146,762,512 — — $ 146,763,435 $ 146,763,435 $ — $ — 20 Table of Contents The following table presents”…
SpacBrain reads this as 861,019 shares are no longer redeemable.
The clause …“there were 0 shares of Class A common stock issued and outstanding, excluding 3,388,729 and 14,375,000 shares of Class A common stock subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively. Class A”…
The clause …“our warrants, which will expire worthless if we fail to complete our initial business combination before February 19, 2024. In connection with the execution of the Merger Agreement, SGII and ABM entered into a prepaid forward purchase”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the date of issuance of these financial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Seaport Global Acquisition II Corp. ('SGII', a Delaware corporation) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement inside is subject to completion dated September 22, 2023. No explanatory note names the change. The special meeting notice reads 'at a.m. Eastern Time, on , 2023, in a virtual format' — hour and date both blank. Proposal No. 1 is the business combination proposal to adopt an Agreement and Plan of Merger dated June 1, 2023, as amended by Amendment No. 1 dated July 14, 2023, among SGII, Lithium Merger Sub, Inc. and American Battery Materials, Inc. ('ABM'). Why it matters: The charter proposals are voted on separately from the business combination, so a holder can support one and not the other. The collapse from a multi-class structure — 200,000,000 Class A, 20,000,000 Class B and 1,000,000 preferred authorised — into a single class of common stock changes the post-closing governance and share hierarchy, and the new authorised counts are left blank in this version, so the size of the increase is not stated. No vote date is fixed.
- What changed vs 2023-05-15trust $146.0M → $146.1M +0%deadline 2023-08-19 → 2024-02-19
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $146.0M$146.1M
- Combination deadline
- 2023-08-192024-02-19
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 4.25M · unchanged
SpacBrain reads this as $117,128 was added to the trust between the two filings.
The clause …“in Trust Account $ 2,316 $ 2,316 $ — $ — U.S. Treasury Securities held in Trust Account 146,107,975 146,107,975 — — $ 146,110,291 $ 146,110,291 $ — $ — 20 Table of Contents The following table presents”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“business combination (the “Combination Period”) from August 19, 2023 to up to February 19, 2024, by electing to extend the date to consummate an initial business combination on a monthly basis up to six times, or such earlier date as”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the date of issuance of these financial”…
The clause …“there were 0 shares of Class A common stock issued and outstanding, excluding 4,249,748 and 14,375,000 shares of Class A common stock subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively. Class A Common”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Seaport Global Acquisition II Corp. set a virtual special meeting for August 14, 2023 at 9:30 AM Eastern to extend the combination period from August 19, 2023 to February 19, 2024 by monthly elections, with a redemption limitation amendment. Under its June 1, 2023 merger agreement with American Battery Materials, Inc. the parties agreed to cut the stock consideration payable to ABM holders from $160 million to $120 million, extend the merger agreement termination date from August 19, 2023 to February 19, 2024, and have ABM fund half of the additional trust payment, $0.015 per share. Why it matters: Cutting the consideration from $160 million to $120 million is a 25% markdown in the target's agreed value before the deal has even been voted on, which tells holders what the market will bear better than any projection. Having the target fund half the extension payments, $0.015 of the $0.04 per share, ties the trust's growth to ABM's willingness to keep paying, and the proxy flags what happens if it fails to contribute. The redemption limitation amendment removes the net tangible asset floor, so the trust can be emptied while the revised deal proceeds.
What changed vs 2023-01-23trust $3.6M → $3.4M -6%deadline 2023-08-19 → 2024-02-19trust account, combination deadline2 moved
- Trust account
- $3.6M$3.4M
- Combination deadline
- 2023-08-192024-02-19
SpacBrain reads this as $200,000 left the trust between the two filings.
The clause …“up. In the event of a liquidation, the Sponsor will not receive any monies held in the Trust Account as a result of its ownership of 3,393,750 Founder Shares that were issued prior to our IPO. As a consequence, a liquidating”…
SpacBrain reads this as 184 days later than the previous record.
The clause …“basis by an additional one month each time after August 19, 2023, until February 19, 2024, or a total of up to six months after August 19, 2023, or such earlier date as determined by our board of directors (the “Board”), which we”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.