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| CIK | 1820201 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Redbox Entertainment Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39741 REDBOX ENTERTAINMENT INC. (Exact name of registrant as specified i |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75724T103 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA 90071 |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 POS AM 1 tm2223281d3posam.htm POS AM As filed with the Securities and Exchange Commission on August 12, 2022 Registration Nos. 333-261428 333-249446 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1, Registration Statement No. 333-261428 Post-Effective Amendment No. 1 to Form S-1, Registration Statement No. 333-249446 FORM S-1 REGIST |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 As filed with the Securities and Exchange Commission on August 12, 2022 Registration Nos. |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 As filed with the Securities and Exchange Commission on August 12, 2022 Registration No. |
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| August 11, 2022 |
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): August 11, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Nu |
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| August 11, 2022 |
Exhibit 4.1 WARRANT ASSUMPTION AND AMENDMENT AGREEMENT This Warrant Assumption and Amendment Agreement (this ?Agreement?) is made as of August 11, 2022, by and among Redbox Entertainment Inc., a Delaware corporation, f/k/a Seaport Global Acquisition Corp. (the ?Company?), Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (?CSSE?), and Continental Stock Transfer & Trust Company, |
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| August 11, 2022 |
Form 25 |
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| August 11, 2022 |
Exhibit 99.1 CONFIDENTIAL CHICKEN SOUP FOR THE SOUL ENTERTAINMENT COMPLETES ACQUISITION OF REDBOX ENTERTAINMENT INC. Acquisition creates an entertainment company for value-conscious consumers across AVOD, FAST, and TVOD with over 40 million customer loyalty members Revenue is expected to more than triple over the next year; increased scale and over $40 million in operating synergies support an acc |
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| August 11, 2022 |
3.1 Amended and Restated Certificate of Incorporation of Redbox Entertainment Inc. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF REDBOX ENTERTAINMENT INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - - - First: The name of the corporation is Redbox Entertainment Inc. (hereinafter sometimes referred to as the ?Corporation?). Second: The registered office of |
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| August 11, 2022 |
3.2 Amended and Restated Bylaws of Redbox Entertainment Inc. Exhibit 3.2 Bylaws Of RB First Merger Sub Inc. ARTICLE I Offices Section 1.01 Offices. The address of the registered office of RB First Merger Sub Inc. (hereinafter called the "Corporation") in the State of Delaware shall be at 132 E. Putnam Ave, Cos Cob, Connecticut 06807. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corpo |
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| August 10, 2022 |
REDBOX STOCKHOLDERS APPROVE MERGER WITH CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. Exhibit 99.1 REDBOX STOCKHOLDERS APPROVE MERGER WITH CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. OAKBROOK TERRACE, IL ? August 9, 2022 ? Redbox Entertainment Inc. (NASDAQ: RDBX) (?Redbox? or the ?Company?) announced today that Redbox stockholders approved the merger proposal in connection with the previously announced merger with Chicken Soup for the Soul Entertainment Inc. (NASDAQ: CSSE) (?CSSE |
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| August 10, 2022 |
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): August 9, 2022 Redbox Entertainment Inc. (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation ) 001-39741 (Commission File Num |
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| July 15, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| June 17, 2022 |
Warrant Exercise Letter Agreement by and between the Company and Seaport, dated June 17, 2022. Exhibit 2.1 [SEAPORT HEADER] June 17, 2022 VIA EMAIL Redbox Entertainment Inc. c/o Galen C. Smith 1 Tower Lane Suite 800 Oakbrook Terrace, IL 60181 Re: Warrant Exercise Letter Agreement Ladies and Gentlemen: WHEREAS, Seaport Global SPAC, LLC, a Delaware limited liability company (“Seaport”) and Redbox Entertainment Inc., a Delaware corporation (f/k/a Seaport Global Acquisition Corp., the “Company” |
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| June 17, 2022 |
PROSPECTUS SUPPLEMENT NO.1 FILED PURSUANT TO RULE 424(B)(3) (TO PROSPECTUS DATED JUNE 17, 2022) FILE NO. 333-261428 Redbox Entertainment Inc. 60,203,489 Shares of Class A Common Stock 6,062,500 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement supplements and amends the selling securityholder information contained in the prospectus, dated June 17, 2022 (the “Prospectus |
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| June 17, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 17, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| June 17, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261428? Redbox Entertainment Inc. 60,203,489 Shares of Class A Common Stock 6,062,500 Warrants to Purchase Shares of Class A Common Stock ? This prospectus relates to the issuance by us of (a) up to 6,062,500 shares of Class A common stock, par value $0.0001 per share (?Class A common stock?), issuable upon the exercise of t |
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| June 17, 2022 |
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): June 17, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| June 14, 2022 |
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): June 14, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| June 14, 2022 |
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): June 14, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| June 9, 2022 |
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): June 3, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numbe |
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| June 3, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables ? Form S-1 (Form Type) ? Redbox Entertainment Inc. |
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| June 3, 2022 |
As filed with the Securities and Exchange Commission on June 3, 2022. Table of Contents As filed with the Securities and Exchange Commission on June 3, 2022. |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 12, 2022 |
DEFA14A 1 tm2215390d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| May 12, 2022 |
DEFA14A 1 tm2215390d6defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| May 12, 2022 |
DEFA14A 1 tm2215390d5defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission On |
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| May 12, 2022 |
DEFA14A 1 tm2215390d4defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| May 11, 2022 |
Exhibit 10.1 Execution Version CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this ?Agreement?) is dated as of May 10, 2022 (the ?Effective Date?) by and among Redbox Automated Retail, LLC, a Delaware limited liability company (the ?Borrower?), Redwood Intermediate LLC, a Delaware limited liability company (?Redwood Intermediate?), Redwood Holdco, LP, a Delaware limi |
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| May 11, 2022 |
Exhibit 2.1 Execution Version MERGER AGREEMENT BY AND AMONG CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. (?PARENT?), RB FIRST MERGER SUB INC. (?MERGER SUB INC.?), RB SECOND MERGER SUB LLC (?MERGER SUB LLC?) REDWOOD OPCO MERGER SUB (?OPCO MERGER SUB LLC?), REDBOX ENTERTAINMENT, INC. (?COMPANY?), AND REDWOOD INTERMEDIATE LLC (?OPCO LLC?) DATED AS OF MAY 10, 2022 TABLE OF CONTENTS ARTICLE I The Merg |
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| May 11, 2022 |
Exhibit 10.3 Execution Version AMENDMENT TO TAX RECEIVABLE AGREEMENT This Tax Receivable Agreement Amendment (the ?Agreement?) is entered into as of May 10, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (?Redbox?), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (?Parent?), Redwoo |
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| May 11, 2022 |
Exhibit 2.1 Execution Version MERGER AGREEMENT BY AND AMONG CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC. (?PARENT?), RB FIRST MERGER SUB INC. (?MERGER SUB INC.?), RB SECOND MERGER SUB LLC (?MERGER SUB LLC?) REDWOOD OPCO MERGER SUB (?OPCO MERGER SUB LLC?), REDBOX ENTERTAINMENT, INC. (?COMPANY?), AND REDWOOD INTERMEDIATE LLC (?OPCO LLC?) DATED AS OF MAY 10, 2022 TABLE OF CONTENTS ARTICLE I The Merg |
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| May 11, 2022 |
Exhibit 10.2 Execution Version RELEASE AGREEMENT THIS RELEASE AGREEMENT (including any amendments or modifications hereto, this ?Release Agreement?) is entered into as of May 10, 2022, by and among (i) Redwood Holdco, LP, a Delaware limited partnership (?Redwood?), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (?Aspen?), and Apollo Global Management, Inc. (?AGM,? and together with R |
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| May 11, 2022 |
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): May 10, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation or organizati |
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| May 11, 2022 |
Exhibit 99.1 Chicken Soup for the Soul Entertainment to Acquire Redbox, Creating Premier Independent Entertainment Company Combination creates leading independent, integrated direct-to-consumer media platform delivering premium entertainment for value conscious consumers Forms streaming industry?s premier independent AVOD platforms Management to host conference call and live webcast on May 11, 202 |
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| May 11, 2022 |
Exhibit 10.1 Execution Version CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this ?Agreement?) is dated as of May 10, 2022 (the ?Effective Date?) by and among Redbox Automated Retail, LLC, a Delaware limited liability company (the ?Borrower?), Redwood Intermediate LLC, a Delaware limited liability company (?Redwood Intermediate?), Redwood Holdco, LP, a Delaware limi |
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| May 11, 2022 |
Exhibit 10.2 Execution Version RELEASE AGREEMENT THIS RELEASE AGREEMENT (including any amendments or modifications hereto, this ?Release Agreement?) is entered into as of May 10, 2022, by and among (i) Redwood Holdco, LP, a Delaware limited partnership (?Redwood?), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (?Aspen?), and Apollo Global Management, Inc. (?AGM,? and together with R |
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| May 11, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 10, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation or organizati |
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| May 11, 2022 |
Exhibit 10.3 Execution Version AMENDMENT TO TAX RECEIVABLE AGREEMENT This Tax Receivable Agreement Amendment (the ?Agreement?) is entered into as of May 10, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (?Redbox?), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Chicken Soup for the Soul Entertainment, Inc., a Delaware corporation (?Parent?), Redwoo |
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| May 11, 2022 |
Exhibit 99.1 Chicken Soup for the Soul Entertainment to Acquire Redbox, Creating Premier Independent Entertainment Company Combination creates leading independent, integrated direct-to-consumer media platform delivering premium entertainment for value conscious consumers Forms streaming industry?s premier independent AVOD platforms Management to host conference call and live webcast on May 11, 202 |
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| April 28, 2022 |
Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is being executed and delivered as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (the ?Company?), AP VIII Aspen Holdings, L.P., a Delaware limited partnership (?Aspen?), and Redwood Holdco, LP, a Delaware limited partnership (?Redwood LP?) (each of As |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 |
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| April 28, 2022 |
EXHIBIT 10.5 EXECUTION VERSION THE WARRANTS AND THE SECURITIES REPRESENTED BY THE WARRANTS HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR ANY STATE SECURITIES LAWS, AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED AND QUALIFIED IN ACCORDANCE WIT |
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| April 28, 2022 |
Exhibit 10.4 Execution Version OMNIBUS WRITTEN CONSENT OF THE MEMBERS AND GENERAL PARTNER OF REDWOOD HOLDCO LP, THE SOLE MEMBER OF REDWOOD HOLDCO GP, LLC, THE MEMBERS OF REDWOOD INTERMEDIATE, LLC AND THE STOCKHOLDERS OF REDBOX ENTERTAINMENT, INC. As of April 15, 2022 The undersigned (i) member of Redwood Holdco, LP, a Delaware limited partnership (?Redwood LP?) (the ?Redwood LP Member?), (ii) sole |
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| April 28, 2022 |
Exhibit 10.1 EXECUTION VERSION INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 6 Dated as of April 15, 2022 among REDWOOD INTERMEDIATE, LLC, as Holdings, REDBOX AUTOMATED RETAIL, LLC, as Borrower, THE SUBSIDIARY LOAN PARTY, THE LENDERS PARTY HERETO, and HPS INVESTMENT PARTNERS, LLC, as Administrative Agent INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 6 This INCREMENTAL ASSUMPTION AND AMEN |
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| April 28, 2022 |
Exhibit 10.3 EXECUTION WAIVER UNDER TAX RECEIVABLE AGREEMENT This WAIVER UNDER TAX RECEIVABLE AGREEMENT (this ?Waiver?) is entered into as of April 15, 2022, by and among Redbox Entertainment Inc., a Delaware corporation (?Redbox?), as successor to Seaport Global Acquisition Corp., a Delaware corporation, Redwood Holdco, LP, a Delaware limited partnership (the ?TRA Holder?), and Redwood Intermedia |
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| April 25, 2022 |
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): April 25, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Num |
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| April 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75724T103 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA 90071 |
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| April 19, 2022 |
Exhibit H Execution Version VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of April 15, 2022, by and among Redbox Entertainment Inc. |
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| April 19, 2022 |
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): April 17, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Num |
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| April 15, 2022 |
Subsidiaries of the registrant Exhibit 21.1 ? Certain subsidiaries of Redbox Entertainment Inc. as of December 31, 2021 and their respective state of incorporation are listed below. ? Name State of Incorporation Redwood Intermediate, LLC ? Delaware ? Redbox Automated Retail, LLC ? Delaware ? Redbox Incentives, LLC ? Illinois ? Redbox Entertainment, LLC ? Delaware ? Redbox Holdings, LLC ? Delaware ? ? |
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| April 15, 2022 |
Description of the registrant’s securities registered under Section 12 of the Exchange Act Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the securities of Redbox Entertainment Inc., a Delaware corporation (?us,? we,? ?our,? ?Redbox? or ?Company?), is a summary of material terms of such securities, and is qualified by reference to our second amended and restated certificate of i |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 15, 2022 |
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): April 15, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Num |
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| April 15, 2022 |
Redbox Entertainment Inc. (f/k/a Seaport Global Acquisition Corp.) 2021 Omnibus Incentive Plan Exhibit 10.11 REDBOX ENTERTAINMENT INC. (F/K/A SEAPORT GLOBAL ACQUISITION CORP.) 2021 OMNIBUS INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: October 20, 2021 APPROVED BY THE SHAREHOLDERS: October 20, 2021 ? 1.Purpose. The purpose of the Redbox Entertainment Inc. 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to (i) attract and retain individuals to serve as employees, |
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| April 1, 2022 |
Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities 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): April 1, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x??Form 10-K ????Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ????Form N-CEN ????Form N-CSR For Period Ended: December 31, 2021 ????Transition Report on Form 10-K ????Transition Report on Form 20-F ????Transition Report on Form 11-K ? ??Transition Report on Form 10-Q For th |
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| March 11, 2022 |
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): March 8, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File Numb |
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| February 18, 2022 |
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): February 14, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File |
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| February 14, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc. (f/k/a Seaport Global Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Redbox Entertainment Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| February 14, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / PERISCOPE CAPITAL INC. - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| February 11, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / Standard General L.P. Passive Investment SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Ru |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75724T103 (CUSIP Number) December, 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 10, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / RPO LLC - RPO LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* REDBOX ENTERTAINMENT INC f/k/a Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Che |
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| February 10, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Redbox Entertainment Inc. (f/k/a/ Seaport Global Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 75724T103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) |
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| February 9, 2022 |
US75724T1034 / REDBOX ENTERTAINMENT INC / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Redbox Entertainment Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75724T103 (CUSIP Number) October 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1 |
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| February 2, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-261428 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 9, 2021) Redbox Entertainment Inc. 60,203,489 Shares of Class A Common Stock 6,062,500 Warrants to Purchase Shares of Class A Common Stock This prospectus supplement updates and supplements the prospectus dated December 9, 2021 (the ?Prospectus?), which forms a part of our regis |
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| February 2, 2022 |
Results of Operations and Financial Condition, Other Events 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): February 2, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File N |
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| January 11, 2022 |
Regulation FD Disclosure, Other Events 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): January 11, 2022 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File N |
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| December 27, 2021 |
As filed with the Securities and Exchange Commission on December 27, 2021 Registration No. |
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| December 27, 2021 |
Form of Non-Executive Employee Restricted Stock Unit Award Agreement Exhibit 10.3 FORM OF NON-EXECUTIVE EMPLOYEE RSU AWARD AGREEMENT REDBOX ENTERTAINMENT INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), is entered into as of [], 20[] (the ?Date of Grant?), by and between Redbox Entertainment Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms |
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| December 27, 2021 |
Form of Executive Employee Restricted Stock Unit Award Agreement Exhibit 10.4 FORM OF EXECUTIVE RSU AWARD AGREEMENT REDBOX ENTERTAINMENT INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), is entered into as of [], 20[] (the ?Date of Grant?), by and between Redbox Entertainment Inc., a Delaware corporation (the ?Company?), and [] (the ?Participant?). Capitalized terms used in this |
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| December 27, 2021 |
Form of Non-Employee Director Restricted Stock Unit Award Agreement EX-10.2 3 tm2136308d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF NON-EXECUTIVE DIRECTOR RSU AWARD AGREEMENT REDBOX ENTERTAINMENT INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [], 20[] (the “Date of Grant”), by and between Redbox Entertainment Inc., a Delaware corporation (the “Company”), |
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| December 10, 2021 |
Letter from Marcum LLP, dated December 9, 2021 EX-16.1 2 tm2131639d9ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 December 9, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Redbox Entertainment Inc. (formerly Seaport Global Acquisition Corp.) under Item 4.01 of Form 8-K dated December 9, 2021. We agree with the statements concerning our firm in such Form 8-K; we are n |
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| December 10, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): December 9, 2021 REDBOX ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39741 (Co |
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| December 10, 2021 |
? ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-261428? PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 9, 2021) ? Redbox Entertainment Inc. 60,203,489 Shares of Class A Common Stock 6,062,500 Warrants to Purchase Shares of Class A Common Stock ? This prospectus supplement updates and supplements the prospectus dated December 9, 2021 (the ?Prospectus?), which forms a part of o |
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| December 10, 2021 |
? Exhibit 16.1? December 9, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Redbox Entertainment Inc. (formerly Seaport Global Acquisition Corp.) under Item 4.01 of Form 8-K dated December 9, 2021. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree with |
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| December 9, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-261428? PROSPECTUS ? Redbox Entertainment Inc. 60,203,489 Shares of Class A Common Stock 6,062,500 Warrants to Purchase Shares of Class A Common Stock ? This prospectus relates to the issuance by us of (a) up to 6,062,500 shares of Class A common stock, par value $0.0001 per share (?Class A common stock?), issuable upon the |
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| December 7, 2021 |
REDBOX ENTERTAINMENT INC. 1 Tower Lane, Suite 800 Oakbrook Terrace, Illinois 60181 REDBOX ENTERTAINMENT INC. 1 Tower Lane, Suite 800 Oakbrook Terrace, Illinois 60181 December 7, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Redbox Entertainment Inc. Registration Statement on Form S-1 Filed December 1, 2021 File No. 333-261428 Dear Ladies and Gentlemen: Pursuant to Rule 461 |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75724T103 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA 90071 ( |
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| December 3, 2021 |
EXHIBIT G JOINT FILING AGREEMENT Redbox Entertainment Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that thi |
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| December 1, 2021 |
Exhibit 10.9 ? Conformed Version incorporating: the First Incremental Assumption and Amendment Agreement (Incremental Term B-1 Loans), the Amendment No. 2 to Credit Agreement, the Amendment No. 3 to Credit Agreement, the Fourth Incremental Assumption and Amendment Agreement (Incremental Term B-2 Loans) and the Fifth Amendment Agreement (including Consent Agreement) ? ? ? ? ? ? CREDIT AGREEMENT dat |
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| December 1, 2021 |
As filed with the Securities and Exchange Commission on November 30, 2021. Table of Contents ? As filed with the Securities and Exchange Commission on November 30, 2021. |
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| November 22, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
Exhibit 99.1 REDWOOD INTERMEDIATE, LLC AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) Sept 30, 2021 December 31, Assets (unaudited) 2020 Current Assets: Cash, cash equivalents and restricted cash $ 13,158 $ 8,927 Accounts receivable, net of allowances of $244 at September 30, 2021 and $145 at December 31, 2020 9,329 12,670 Due from related pa |
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| November 22, 2021 |
REDBOX MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 REDBOX MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that Redbox?s management believes is relevant to an assessment and understanding of Redbox?s consolidated results of operations and financial condition. The discussion should be read together with the historical audited annual consolid |
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| November 22, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):November 22, 2021 (October 22, 2021) REDBOX ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incor |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40084 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form |
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| November 16, 2021 |
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): November 10, 2021 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation ) 001-39741 (Commission File |
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| November 15, 2021 |
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): November 15, 2021 Redbox Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39741 (Commission File N |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Seaport Global Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 812227106 (CUSIP Number) October 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w |
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| November 5, 2021 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of November 5, 2021 is by and among Standard General L.P. and Soohyung Kim (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to |
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| November 5, 2021 |
SGAM / Seaport Global Acquisition Corp / Standard General L.P. Passive Investment SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 75724T103 (CUSIP Number) October 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule |
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| November 2, 2021 |
SGAM / Seaport Global Acquisition Corp / Seaport Global SPAC, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Redbox Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 75724T103 (CUSIP Number) SEAPO |
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| October 28, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE REDBOX COMPLETES BUSINESS COMBINATION WITH SEAPORT GLOBAL ACQUISITION CORP. Accelerates Redbox’s digital transformation Positions Redbox to simplify the streaming experience with an affordable, multi-product entertainment ecosystem Redbox common stock expected to begin trading on NASDAQ under ticker symbol RDBX on October 25, 2021 NEW YORK AND OAKBROOK TERRACE, I |
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| October 28, 2021 |
Exhibit 10.4 EXECUTION VERSION TAX RECEIVABLE AGREEMENT between Redwood Holdco, LP and Seaport Global Acquisition Corp. and Redwood Intermediate, LLC Dated as of October 22, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1. Definitions 2 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 9 Section 2.1. Basis Schedule 9 Section 2.2. Tax Benefit Schedule 9 Section 2.3. Procedure |
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| October 28, 2021 |
Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of October 22, 2021, by and among Redbox Entertainment Inc. (f/k/a Seaport Global Acquisition Corp.), a Delaware corporation (the ?Company?), and the parties listed as Investors on Schedule I hereto (each, an ?Investor? and collectively, the |
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| October 28, 2021 |
EX-10.6 9 tm2130841d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION INDEMNIFICATION AGREEMENT by and between REDBOX ENTERTAINMENT INC. and as Indemnitee Dated as of October 22, 2021 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 7 ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY 7 ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A |
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| October 28, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF REDBOX ENTERTAINMENT INC. (the ?Corporation?) * * * * * ARTICLE I. OFFICES Section 1.01 Registered Office and Agent. The address of the registered office of the Corporation is 16192 Coastal Highway, in the city of Lewes, County of Sussex, State of Delaware 19958. The name of its registered agent at such address is Harvard Business Services, Inc.. Section |
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| October 28, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT GLOBAL ACQUISITION CORP. October 22, 2021 Seaport Global Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Seaport Global Acquisition Corp.?. The original certificate of incorporation of |
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| October 28, 2021 |
Exhibit 10.5 SEAPORT GLOBAL ACQUISITION CORP. 2021 OMNIBUS INCENTIVE PLAN Adopted by the Board of Directors: October 22, 2021 Approved by the Shareholders: October 22, 2021 1. Purpose. The purpose of the Seaport Global Acquisition Corp. 2021 Omnibus Incentive Plan (as amended from time to time, the ?Plan?) is to (i) attract and retain individuals to serve as employees, consultants or Directors (co |
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| October 28, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information is provided to assist you in your analysis of the financial aspects of the business combination as described in the Business Combination Agreement entered into between SGAC and Redbox and in the definitive proxy statement dated September |
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| October 28, 2021 |
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): October 22, 2021 REDBOX ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39741 (Co |
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| October 28, 2021 |
Exhibit 10.1 STRICTLY CONFIDENTIAL STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this ?Agreement?) is made as of the 22nd day of October, 2021, by and among Seaport Global Acquisition Corp., a Delaware corporation (?Seaport?), Redwood Holdco, LP, a Delaware limited partnership (?Seller?), and each of the Persons listed on Schedule A hereto and any additional Person that becomes a party to th |
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| October 28, 2021 |
Exhibit 21.1 SUBSIDIARIES OF REDBOX ENTERTAINMENT INC. Name Jurisdiction of Incorporation Redbox Automated Retail, LLC Delaware Redbox Incentives LLC Delaware Redbox Holdings, LLC Delaware Redbox Entertainment, LLC Delaware Redwood Intermediate, LLC Delaware |
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| October 28, 2021 |
Exhibit 10.3 EXECUTION VERSION REDWOOD INTERMEDIATE, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 22, 2021 THE UNITS REPRESENTED BY THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SO |
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| October 21, 2021 |
Other Events, Submission of Matters to a Vote of Security Holders 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): October 20, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) ( |
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| October 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| October 13, 2021 |
SGAM / Seaport Global Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 12, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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: October 12, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| October 12, 2021 |
Exhibit 10.1 FORM OF BACKSTOP SUBSCRIPTION AGREEMENT This BACKSTOP SUBSCRIPTION AGREEMENT (this ?Backstop Subscription Agreement?) is entered into as of October [?], 2021, by and between Seaport Global Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned (the ?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall have the respective meanings asc |
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| October 12, 2021 |
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: October 12, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Emplo |
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| October 12, 2021 |
Exhibit 10.1 FORM OF BACKSTOP SUBSCRIPTION AGREEMENT This BACKSTOP SUBSCRIPTION AGREEMENT (this ?Backstop Subscription Agreement?) is entered into as of October [?], 2021, by and between Seaport Global Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned (the ?Subscriber? or ?you?). Defined terms used but not otherwise defined herein shall have the respective meanings asc |
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| October 6, 2021 |
SGAM / Seaport Global Acquisition Corp / RPO LLC - RPO LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 812227106 (CUSIP Number) September 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| October 1, 2021 |
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: October 1, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employ |
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| October 1, 2021 |
Exhibit 99.1 Seaport Global Acquisition Corp. and Redbox Announce Filing of Definitive Proxy Statement and Special Meeting to Approve Business Combination Special Meeting to be Held on October 20, 2021 SGAM Stockholders Encouraged to Vote "FOR" the Transaction NEW YORK & OAKBROOK TERRACE, Ill.-(BUSINESS WIRE)-Seaport Global Acquisition Corp. (NASDAQ: SGAMU) ("Seaport Global Acquisition"), a public |
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| October 1, 2021 |
Financial Statements and Exhibits, Other Events 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: October 1, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employ |
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| September 29, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, f |
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| September 24, 2021 |
[Letterhead of Paul Hastings LLP] [Letterhead of Paul Hastings LLP] September 24, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| September 24, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, f |
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| September 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdicti |
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| September 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 21, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdicti |
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| September 23, 2021 |
EX-99.1 2 tm2128291d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 September 2021 Investor Presentation Seaport Global Acquisition Corp. © 2021 Redbox Automated Retail, LLC. Proprietary and Confidential – 2 – Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition has filed a preliminary proxy statement and i |
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| September 21, 2021 |
Investor Presentation, dated September 21, 2021. Exhibit 99.1 September 2021 Investor Presentation Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition has filed a preliminary proxy statement and int ends to file a definitive proxy statement |
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| September 21, 2021 |
Exhibit 99.1 September 2021 Investor Presentation Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition has filed a preliminary proxy statement and int ends to file a definitive proxy statement |
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| September 21, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 21, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) |
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| September 21, 2021 |
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 21, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) |
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| September 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| September 15, 2021 |
[Letterhead of Paul Hastings LLP] [Letterhead of Paul Hastings LLP] September 15, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| September 15, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, f |
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| August 23, 2021 |
SGAM / Seaport Global Acquisition Corp / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 812227106 (CUSIP Number) August 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| August 23, 2021 |
[Letterhead of Paul Hastings LLP] [Letterhead of Paul Hastings LLP] August 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D. |
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| August 23, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| July 15, 2021 |
Exhibit 99.3 Redbox Highlights Digital Transformation, Durable Business Model and Financial Outlook at 2021 Analyst Meeting Details Strategy to Provide Affordable, Quality Home Entertainment to Everyone Across Physical and Digital Channels Provides Insight into Redbox?s Differentiated and Underserved Customer Base, with More Than 39 Million Loyalty Perks Members Showcases Digital Offerings, Abilit |
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| July 15, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 14, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Com |
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| July 15, 2021 |
Exhibit 99.1 July 2021 Analyst Meeting Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition has filed a preliminary proxy statement and int ends to file a definitive proxy statement with the Se |
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| July 15, 2021 |
Redbox 2021 Analyst Meeting Transcript Exhibit 99.2 Redbox 2021 Analyst Meeting Transcript Scott Bisang Joining here today, we have Galen Smith, who's the CEO of Redbox. Jason Kwong, who's the chief strategy and digital officer. And Kavita Suthar, who's our chief financial officer. And then joining from the Seaport Global Acquisition Corp side is Stephen Smith, the Chairman, and Jay Burnham who's a director on the SPAC and also will be |
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| July 15, 2021 |
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): July 14, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Com |
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| July 15, 2021 |
Exhibit 99.1 July 2021 Analyst Meeting Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition has filed a preliminary proxy statement and int ends to file a definitive proxy statement with the Se |
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| July 15, 2021 |
Redbox 2021 Analyst Meeting Transcript EX-99.2 3 tm2122264d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Redbox 2021 Analyst Meeting Transcript Scott Bisang Joining here today, we have Galen Smith, who's the CEO of Redbox. Jason Kwong, who's the chief strategy and digital officer. And Kavita Suthar, who's our chief financial officer. And then joining from the Seaport Global Acquisition Corp side is Stephen Smith, the Chairman, and Jay Burnham |
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| July 15, 2021 |
Exhibit 99.3 Redbox Highlights Digital Transformation, Durable Business Model and Financial Outlook at 2021 Analyst Meeting Details Strategy to Provide Affordable, Quality Home Entertainment to Everyone Across Physical and Digital Channels Provides Insight into Redbox?s Differentiated and Underserved Customer Base, with More Than 39 Million Loyalty Perks Members Showcases Digital Offerings, Abilit |
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| July 9, 2021 |
Financial Statements and Exhibits, Other Events 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): May 16, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Comm |
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| July 9, 2021 |
Investor Presentation, dated July 8, 2021. Exhibit 99.1 July 2021 Investor Presentation Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition intends to file preliminary and definitive p rox y statements with the Securities and Exchange |
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| July 9, 2021 |
EX-99.1 2 tm2121648d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 July 2021 Investor Presentation Seaport Global Acquisition Corp. © 2021 Redbox Automated Retail, LLC. Proprietary and Confidential – 2 – Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition intends to file preliminary and definitive p rox y |
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| July 9, 2021 |
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): May 16, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Comm |
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| July 8, 2021 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, f |
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| June 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39741 Seaport G |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| May 26, 2021 |
Description of Registered Securities* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of und |
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| May 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K / A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3 |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| May 17, 2021 |
Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT This SPONSOR LOCK-UP AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), and (ii) Seaport Global SPAC, LLC (the ?Supporting Shareholder?), a Delaware limited liability company and holder of Class B common stock, par value $0.0001 per share, and warrants, of Acq |
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| May 17, 2021 |
Redbox-Seaport Global Acquisition Employee Letter Exhibit 99.4 Redbox-Seaport Global Acquisition Employee Letter From: Galen Smith To: All Employees Subject: Coming Soon on Nasdaq: RDBX Team, This is a big day for Redbox. I am excited to share that moments ago, we announced Redbox will become a publicly listed company through a business combination with Seaport Global Acquisition Corp., a publicly traded special purpose acquisition company (SPAC) |
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| May 17, 2021 |
Exhibit 10.2 SPONSOR LOCK-UP AGREEMENT This SPONSOR LOCK-UP AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), and (ii) Seaport Global SPAC, LLC (the ?Supporting Shareholder?), a Delaware limited liability company and holder of Class B common stock, par value $0.0001 per share, and warrants, of Acq |
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| May 17, 2021 |
Investor Presentation, dated May 17, 2021. Exhibit 99.3 May 2021 Investor Presentation Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition intends to file preliminary and definitive p rox y statements with the Securities and Exchange C |
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| May 17, 2021 |
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): May 16, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Comm |
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| May 17, 2021 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), (ii) the undersigned stockholder of Acquiror (the ?Supporting Shareholder?), a Delaware corporation and holder of Class B common stock, par value $0.0001 per share (?Class B Common Stock?) |
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| May 17, 2021 |
Exhibit 99.2 Redbox / Seaport Global Acquisition Investor Call Script Introduction ? Eduardo Rovira, Joele Frank Welcome to the Redbox and Seaport Global Acquisition Corp. investor conference call. I am Eduardo Rovira. On the call with me today are Galen Smith, Chief Executive Officer, Jason Kwong, Chief Strategy & Digital Officer and Kavita Suthar, Chief Financial Officer, along with Stephen Smit |
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| May 17, 2021 |
Redbox-Seaport Global Acquisition Announcement Employee FAQ Exhibit 99.5 Redbox-Seaport Global Acquisition Announcement Employee FAQ 1. Why are we going public through a SPAC transaction? ? We view a SPAC transaction as an opportunity to get one giant step closer to accomplishing our goal of building a one stop shop that spans multiple entertainment windows and business models and provides incredible value to our customers. ? Seaport Global Acquisition sha |
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| May 17, 2021 |
Exhibit 99.5 Redbox-Seaport Global Acquisition Announcement Employee FAQ 1. Why are we going public through a SPAC transaction? ? We view a SPAC transaction as an opportunity to get one giant step closer to accomplishing our goal of building a one stop shop that spans multiple entertainment windows and business models and provides incredible value to our customers. ? Seaport Global Acquisition sha |
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| May 17, 2021 |
Form of Subscription Agreement Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on May [?], 2021, by and among Seaport Global Acquisition Corp., a Delaware corporation (the ?Company?) the undersigned subscriber (?Subscriber?). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Seaport Merger Sub Inc., a Delaware limited liability c |
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| May 17, 2021 |
Exhibit 99.1 Redbox to Become Publicly Traded Company Through Business Combination with Seaport Global Acquisition Corp. Accelerates Redbox?s Technology Development, Content Acquisition and Marketing Initiatives at Critical Inflection Point in Company?s Digital Transformation Includes $50 Million PIPE Commitment from Investors Led by Ophir Asset Management with Support from Strategic Investors Lio |
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| May 17, 2021 |
Redbox-Seaport Global Acquisition Announcement Customer Email Exhibit 99.7 Redbox-Seaport Global Acquisition Announcement Customer Email From: Galen C. Smith, CEO Subject: Exciting News About Redbox I am excited to share some important news with you as one of Redbox?s loyal customers. Earlier this week, we announced that Redbox is beginning a new chapter by becoming a publicly traded company. We expect this process to be complete in the third quarter of 2021 |
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| May 17, 2021 |
Redbox-Seaport Global Acquisition Announcement Customer Q&A Exhibit 99.8 Redbox-Seaport Global Acquisition Announcement Customer Q&A 1. I heard that Redbox is going to become a public company. What does this announcement mean for customers? ? Rest assured, we will continue to operate as we always have ? our team will work as hard as ever to bring you a constantly updated selection of the best content. Your account information will remain the same and you d |
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| May 17, 2021 |
Email to Customers of the Company Exhibit 99.7 Redbox-Seaport Global Acquisition Announcement Customer Email From: Galen C. Smith, CEO Subject: Exciting News About Redbox I am excited to share some important news with you as one of Redbox?s loyal customers. Earlier this week, we announced that Redbox is beginning a new chapter by becoming a publicly traded company. We expect this process to be complete in the third quarter of 2021 |
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| May 17, 2021 |
Letter to Business Partners of the Company Exhibit 99.6 Redbox-Seaport Global Acquisition Announcement Business Partner / Retailer Letter From: Galen C. Smith, CEO Subject: A New Chapter for Redbox Dear Valued Partner, I am reaching out to share some exciting news. Today we announced that Redbox will become a publicly listed company through a business combination with Seaport Global Acquisition Corp. This is an important step forward for R |
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| May 17, 2021 |
Redbox / Seaport Global Acquisition Investor Call Script Exhibit 99.2 Redbox / Seaport Global Acquisition Investor Call Script Introduction ? Eduardo Rovira, Joele Frank Welcome to the Redbox and Seaport Global Acquisition Corp. investor conference call. I am Eduardo Rovira. On the call with me today are Galen Smith, Chief Executive Officer, Jason Kwong, Chief Strategy & Digital Officer and Kavita Suthar, Chief Financial Officer, along with Stephen Smit |
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| May 17, 2021 |
Exhibit 10.3 PARENT LOCK-UP AGREEMENT This PARENT LOCK-UP AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), and (ii) Redwood Holdco, LP (?Parent?), a Delaware limited partnership. Acquiror and Parent shall be referred to herein from time to time collectively as the ?parties?. Capitalized terms use |
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| May 17, 2021 |
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): May 16, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Comm |
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| May 17, 2021 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), (ii) the undersigned stockholder of Acquiror (the ?Supporting Shareholder?), a Delaware corporation and holder of Class B common stock, par value $0.0001 per share (?Class B Common Stock?) |
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| May 17, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of May 16, 2021 by and among SEAPORT GLOBAL ACQUISITION CORP., SEAPORT MERGER SUB LLC, REDWOOD HOLDCO, LP and REDWOOD INTERMEDIATE, LLC TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Terms Defined Elsewhere in This Agreement 15 1.03 Construction 17 1.04 Knowledge 18 Article II TRANSACTIONS 18 2.01 Amendment and Res |
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| May 17, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of May 16, 2021 by and among SEAPORT GLOBAL ACQUISITION CORP., SEAPORT MERGER SUB LLC, REDWOOD HOLDCO, LP and REDWOOD INTERMEDIATE, LLC TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Terms Defined Elsewhere in This Agreement 15 1.03 Construction 17 1.04 Knowledge 18 Article II TRANSACTIONS 18 2.01 Amendment and Res |
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| May 17, 2021 |
Exhibit 99.8 Redbox-Seaport Global Acquisition Announcement Customer Q&A 1. I heard that Redbox is going to become a public company. What does this announcement mean for customers? ? Rest assured, we will continue to operate as we always have ? our team will work as hard as ever to bring you a constantly updated selection of the best content. Your account information will remain the same and you d |
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| May 17, 2021 |
EX-10.4 6 tm2116604d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May [•], 2021, by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”) the undersigned subscriber (“Subscriber”). WHEREAS, concurrently with the execution of this Subscription Agreement, the Company, Seaport Me |
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| May 17, 2021 |
Exhibit 10.3 PARENT LOCK-UP AGREEMENT This PARENT LOCK-UP AGREEMENT (this ?Agreement?), dated as of May 16, 2021, is made by and among (i) Seaport Global Acquisition Corp., a Delaware corporation (?Acquiror?), and (ii) Redwood Holdco, LP (?Parent?), a Delaware limited partnership. Acquiror and Parent shall be referred to herein from time to time collectively as the ?parties?. Capitalized terms use |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39741 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 17, 2021 |
Exhibit 99.3 May 2021 Investor Presentation Seaport Global Acquisition Corp. ? 2021 Redbox Automated Retail, LLC. Proprietary and Confidential ? 2 ? Important Information About the Business Combination and Where to Find It In connection with the proposed business combination, Seaport Global Acquisition intends to file preliminary and definitive p rox y statements with the Securities and Exchange C |
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| May 17, 2021 |
Exhibit 99.1 Redbox to Become Publicly Traded Company Through Business Combination with Seaport Global Acquisition Corp. Accelerates Redbox?s Technology Development, Content Acquisition and Marketing Initiatives at Critical Inflection Point in Company?s Digital Transformation Includes $50 Million PIPE Commitment from Investors Led by Ophir Asset Management with Support from Strategic Investors Lio |
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| May 17, 2021 |
Redbox-Seaport Global Acquisition Announcement Business Partner / Retailer Letter Exhibit 99.6 Redbox-Seaport Global Acquisition Announcement Business Partner / Retailer Letter From: Galen C. Smith, CEO Subject: A New Chapter for Redbox Dear Valued Partner, I am reaching out to share some exciting news. Today we announced that Redbox will become a publicly listed company through a business combination with Seaport Global Acquisition Corp. This is an important step forward for R |
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| May 17, 2021 |
Letter to Employees of the Company Exhibit 99.4 Redbox-Seaport Global Acquisition Employee Letter From: Galen Smith To: All Employees Subject: Coming Soon on Nasdaq: RDBX Team, This is a big day for Redbox. I am excited to share that moments ago, we announced Redbox will become a publicly listed company through a business combination with Seaport Global Acquisition Corp., a publicly traded special purpose acquisition company (SPAC) |
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| May 7, 2021 |
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): May 7, 2021 SEAPORT GLOBAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction of incorporation) (Commi |
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| April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 812227106 (CUSIP Number) November 30, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| April 2, 2021 |
Description of Registered Securities* Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of und |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39741 SEAPORT GLOBAL AC |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K ? Transition Report o |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Seaport Global Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 812227106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Global Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812227106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| February 16, 2021 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812227106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Seaport Global Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 812227106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to |
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| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * Seaport Global Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 812227106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to w |
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| January 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39741 Seapo |
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| December 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Seaport Global Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812227106 (CUSIP Number) December 28, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
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| December 8, 2020 |
Exhibit 99.2 Seaport Global Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, commencing December 9, 2020 New York, December 8, 2020 (GLOBE NEWSWIRE) – Seaport Global Acquisition Corp. (the “Company”) announced today that, commencing December 9, 2020, holders of the 14,375,000 units sold in the Company’s initial public offering may elect to separately trade |
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| December 8, 2020 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2037867d18k.htm FORM 8-K 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): December 8, 2020 (December 2, 2020) Seaport Global Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157 |
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| December 8, 2020 |
SEAPORT GLOBAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 SEAPORT GLOBAL ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Seaport Global Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying ba |
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| December 2, 2020 |
Seaport Global Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering Exhibit 99.1 Seaport Global Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering NEW YORK, Nov. 30, 2020 (GLOBE NEWSWIRE) - Seaport Global Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 12,500,000 units, at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (“Nasdaq”) and will begin trading today, Monday, N |
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| December 2, 2020 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 27, 2020, is by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initi |
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| December 2, 2020 |
EX-10.4 8 tm2037469d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 SEAPORT GLOBAL ACQUISITION CORP. 360 Madison Avenue, 20th Floor New York, NY 10017 November 27, 2020 Seaport Global SPAC, LLC 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Seaport Global Acquisition Corp. (the “Company”) and Seaport Global SP |
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| December 2, 2020 |
Exhibit 1.1 Execution Version 12,500,000 Units1 Seaport Global Acquisition Corp. UNDERWRITING AGREEMENT November 30, 2020 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters nam |
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| December 2, 2020 |
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): December 2, 2020 (November 27, 2020) Seaport Global Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39741 85-2157010 (State or other jurisdiction |
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| December 2, 2020 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT GLOBAL ACQUISITION CORP. November 27, 2020 Seaport Global Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Global Acquisition Corp.”. The original certificate of incorporation of the C |
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| December 2, 2020 |
EX-10.5 9 tm2037469d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 27, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC, LLC, a Delaware limited li |
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| December 2, 2020 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 27, 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. |
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| December 2, 2020 |
Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 27, 2020, is made and entered into by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), Seaport Global SPAC, LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter |
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| December 2, 2020 |
EX-10.1 5 tm2037469d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 November 27, 2020 Seaport Global Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Global Acquisiti |
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| December 2, 2020 |
Seaport Global Acquisition Corp. Announces Closing of $143,750,000 Initial Public Offering EX-99.2 11 tm2037469d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Seaport Global Acquisition Corp. Announces Closing of $143,750,000 Initial Public Offering New York, December 2, 2020 (GLOBE NEWSWIRE) – Seaport Global Acquisition Corp. (NASDAQ: SGAMU) (the “Company”) announced today that it closed its initial public offering of 14,375,000 units, including 1,875,000 units issued pursuant to the full exerc |
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| December 1, 2020 |
$125,000,000 Seaport Global Acquisition Corp. 12,500,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249446 $125,000,000 Seaport Global Acquisition Corp. 12,500,000 Units Seaport Global Acquisition Corp. is a newly organized 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, which we r |
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| November 27, 2020 |
Seaport Global Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 November 27, 2020 VIA EDGAR Ronald E. Alper United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Seaport Global Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File |
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| November 27, 2020 |
B. Riley Securities, Inc. 299 Park Avenue New York, New York 10171 November 27, 2020 VIA EDGAR Ronald E. Alper United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Seaport Global Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020, as amended File No. 333-249446 |
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| November 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Seaport Global Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2157010 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 360 Madis |
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| November 24, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 12,500,000 Units1 Seaport Global Acquisition Corp. UNDERWRITING AGREEMENT [●], 2020 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (c |
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| November 24, 2020 |
Exhibit 10.1 [ ], 2020 Seaport Global Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and |
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| November 24, 2020 |
As filed with the Securities and Exchange Commission on November 24, 2020. Registration No. 333-249446 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Global Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2157010 (State or other jurisdiction |
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| November 24, 2020 |
EX-4.4 5 tm2034278d1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). W |
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| November 24, 2020 |
Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), Seaport Global SPAC, LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter |
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| November 24, 2020 |
Form of Amended and Restated Certificate of Incorporation** Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT GLOBAL ACQUISITION CORP. [ ], 2020 Seaport Global Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Global Acquisition Corp.”. The original certificate of incorporation of the C |
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| November 24, 2020 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 812227 205 SEAPORT GLOBAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock |
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| November 24, 2020 |
EX-10.6 10 tm2034278d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC, LLC, a Delaware limited l |
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| November 24, 2020 |
EX-10.3 8 tm2034278d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s |
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| October 27, 2020 |
Seaport Global Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 VIA EDGAR October 27, 2020 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Ronald (Ron) Alper Re: Seaport Global Acquisition Corp. Registration Statement on Form S-1 Filed October 13, 2020 File No. 333-249446 |
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| October 27, 2020 |
As filed with the Securities and Exchange Commission on October 27, 2020. Registration No. 333-249446 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Global Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2157010 (State or other jurisdiction |
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| October 21, 2020 |
EX-10.1 9 tm2030462d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 [ ], 2020 Seaport Global Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Global Acquisition Corp. |
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| October 21, 2020 |
Exhibit 14 CODE OF ETHICS OF SEAPORT GLOBAL ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of Seaport Global Acquisition Corp. has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical handling of ac |
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| October 21, 2020 |
Form of Audit Committee Charter* Exhibit 99.1 SEAPORT GLOBAL ACQUISITION CORP. AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Seaport Global Acquisition Corp. (the “Company”). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ● Performing the Board’s oversight responsibilities as they relate to the Company’s accounting |
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| October 21, 2020 |
As filed with the Securities and Exchange Commission on October 21, 2020. Registration No. 333-249446 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Global Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2157010 (State or other jurisdiction |
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| October 21, 2020 |
Form of Administrative Support Agreement by and between the Registrant and Seaport Global SPAC, LLC* Exhibit 10.8 SEAPORT GLOBAL ACQUISITION CORP. 360 Madison Avenue, 20th Floor New York, NY 10017 [ ], 2020 Seaport Global SPAC, LLC 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Seaport Global Acquisition Corp. (the “Company”) and Seaport Global SPAC, LLC (“Sponsor”), dated as of the date hereof, wil |
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| October 21, 2020 |
Specimen Class A Common Stock Certificate (3) Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 812227 106 SEAPORT GLOBAL ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SEAPORT GLOBAL ACQUISITION CORP. (THE “COMPANY”) transferable on th |
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| October 21, 2020 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT GLOBAL ACQUISITION CORP. [ ], 2020 Seaport Global Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Global Acquisition Corp.”. The original certificate of incorporation of the C |
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| October 21, 2020 |
Form of Compensation Committee Charter* Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SEAPORT GLOBAL ACQUISITION CORP. I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Seaport Global Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its exe |
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| October 21, 2020 |
EX-4.4 7 tm2030462d3ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). W |
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| October 21, 2020 |
Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), Seaport Global SPAC, LLC, a Delaware limited liability company (the “Sponsor”; together with any person or entity who hereafter |
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| October 21, 2020 |
Form of Indemnity Agreement (3) Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with |
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| October 21, 2020 |
Form of Underwriting Agreement* Exhibit 1.1 12,500,000 Units1 Seaport Global Acquisition Corp. UNDERWRITING AGREEMENT [●], 2020 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representative of the several Underwriters Ladies and Gentlemen: Seaport Global Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (c |
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| October 21, 2020 |
Exhibit 10.6 FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Global Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global SPAC, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS: T |
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| October 21, 2020 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 812227 205 SEAPORT GLOBAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par |
