Item 1.01. Entry into a Material Definitive Agreement
On February 7, 2023, Seaport Global Acquisition II Corp. (the "Company"), and
Seaport Global SPAC II, LLC (the "Sponsor"), the Company's sponsor, entered into
one or more agreements (the " Non-Redemption Agreements") with one or more third
parties holding an aggregate of 1,581,138 shares of common stock in exchange for
them agreeing not to redeem shares of the Company's common stock sold in its
initial public offering (the "public shares") at the February 2023 special
meeting of stockholders called by the Company (the "Meeting") at which a
proposal to approve an extension of time for the Company to consummate an
initial business combination (the "Extension Proposal") from February 19, 2023
to August 19, 2023 (the "Extension") has also been submitted to the
stockholders. Pursuant to the Non-Redemption Agreements, the shareholders have
agreed to vote in favor of the Extension Proposal. The Non-Redemption Agreements
provide for the allocation of up to 395,284 shares of common stock of the
Company held by the Sponsor in exchange for such investor and/or investors
agreeing to hold and not redeem certain public shares at the Meeting.
The Non-Redemption Agreements shall terminate on the earlier of (a) the
liquidation or dissolution of the Company pursuant to its charter if the
Extension is not obtained, or (b) February 19, 2023.
The Non-Redemption Agreements are expected to increase the likelihood that the
Extension Proposal is approved by stockholders and to increase the amount of
funds that remain in the Company's trust account following the Meeting.
The foregoing summary of the Non-Redemption Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Non-Redemption Agreement attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be
deemed to be participants in the solicitation of proxies from the Company's
shareholders in respect of the Meeting and the Extension and related matters.
Information regarding the Company's directors and executive officers is
available in Company's definitive proxy statement (the "Proxy Statement") for
the Meeting filed with the U.S. Securities and Exchange Commission on January
24, 2023. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests are
contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Additional Information
The Company has filed with the Securities and Exchange Commission (the "SEC")
the Proxy Statement in connection with the Meeting to consider and vote upon the
Extension Proposal and other matters and, beginning on or about January 25,
2023, mailed the Proxy Statement and other relevant documents to its
stockholders as of the December 29, 2022 record date for the Meeting. The
Company's stockholders and other interested persons are advised to read the
Proxy Statement and any other relevant documents that have been or will be filed
with the SEC in connection with the Company's solicitation of proxies for the
Meeting because these documents contain important information about the Company,
the Extension Proposal and related matters. Stockholders may also obtain a free
copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC's website located at
www.sec.gov or by directing a request to: Seaport Global Acquisition II Corp.,
360 Madison Avenue, 23rd Floor, New York, NY 10017, (212) 616-7700.
Forward-Looking Statements
This Current Report on Form 8-K (this "Form 8-K") includes "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact included in this Form 8-K
are forward-looking statements. When used in this Form 8-K, words such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions, as they relate to us or our management team,
identify forward-looking statements. Such forward-looking statements are based
on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company's management. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company's filings with the SEC. All
subsequent written or oral forward-looking statements attributable to the
Company or persons acting on its behalf are qualified in their entirety by this
paragraph. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the
"Risk Factors" section of the Company's Annual Report on Form 10-K,
subsequent quarterly reports on Form 10-Q and initial public offering
prospectus. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Voting and Non-Redemption Agreement
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