UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 8.01 | Other Events. |
As previously announced, Seaport Global Acquisition Corp. (“SGAC”) announced a proposed business combination (the “Business Combination”) between SGAC and Redwood Intermediate, LLC (“Redbox”). On October 1, 2021, SGAC issued a press release reminding its stockholders to vote in favor of the approval of the Business Combination with Redbox and the related proposals to be voted upon at SGAC’s virtual special meeting scheduled to be held on October 20, 2021.
The information in this Item 8.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SGAC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination, SGAC has filed a preliminary proxy statement and a definitive proxy statement with the Securities and Exchange Commission (“SEC”). The preliminary and definitive proxy statements and other relevant documents will be sent or given to the stockholders of SGAC as of the record date established for voting on the proposed business combination and contain important information about the proposed business combination and related matters. Stockholders of SGAC and other interested persons are advised to read, when available, the preliminary proxy statement and any amendments thereto and the definitive proxy statement, in connection with SGAC’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination because the proxy statement contains important information about SGAC, Redbox and the proposed business combination. The definitive proxy statement will be mailed to SGAC’s stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s website at www.sec.gov/ or by directing a request to: Seaport Global Acquisition Corp., 360 Madison Avenue, 20th Floor, New York, NY 10017, Attention: Secretary, telephone: (212) 616-7700.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding SGAC’s proposed business combination with Redbox, SGAC’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the respective management of SGAC and Redbox and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of SGAC or Redbox. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of SGAC or Redbox is not obtained; failure to realize the anticipated benefits of business combination; risk relating to the uncertainty of the projected financial information with respect to Redbox; the amount of redemption requests made by SGAC’s stockholders; the overall level of consumer demand for Redbox’s products; general economic conditions and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital, and credit markets; the financial strength of Redbox’s customers; Redbox’s ability to implement its business and growth strategy; changes in governmental regulation, Redbox’s exposure to litigation claims and other loss contingencies; disruptions and other impacts to Redbox’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response, and as a result of the proposed transaction; Redbox’s ability to retain and expand customer relationships; competitive pressures from many sources, including those using other distribution channels, having more experience, larger or more appealing inventory, better financing, and better relationships with those in the physical and streaming movie and television industries; developments in the home video distribution market as newer technologies and distribution channels compete for market share, and Redbox experiences a secular decline in the physical rental market; the impact of decreased quantity and quality of movie content availability for physical and digital distribution due to changes in quantity of new releases by studios, movie content failing to appeal to consumers’ tastes, increased focus on digital sales and rentals, and other general industry-related factors; the termination, non-renewal or renegotiation on materially adverse terms of Redbox’s contracts or relationships with one or more of its significant retailers or studios; Redbox’s inability to obtain licenses to digital movie or television content for home entertainment viewing; Redbox’s reliance upon a number of partners to make its digital service available on their devices; unforeseen costs and potential liability in connection with content Redbox acquires, produces, licenses and/or distributes through its service; the impact of the COVID-19 pandemic on Redbox’s business, results of operations and financial condition, its suppliers and customers and on the global economy; the impact that global climate change trends may have on Redbox and its suppliers and customers; Redbox’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, SGAC’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks. More information on potential factors that could affect SGAC’s or Redbox’s financial results is included from time to time in SGAC’s public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements that SGAC has filed with the SEC in connection with SGAC’s solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or SGAC’s or Redbox’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SGAC nor Redbox presently know, or that SGAC and Redbox currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SGAC’s and Redbox’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. SGAC and Redbox anticipate that subsequent events and developments will cause their assessments to change. However, while SGAC and Redbox may elect to update these forward-looking statements at some point in the future, SGAC and Redbox specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing SGAC’s or Redbox’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
NO OFFER OR SOLICITATION
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also 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 states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to 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, or an exemption therefrom.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release dated October 1, 2021. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Seaport Global Acquisition Corp. | ||
| Date: October 1, 2021 | By: |
/s/ Stephen C. Smith |
| Name: Stephen C. Smith | ||
| Title: Chief Executive Officer | ||
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 publicly traded special purpose acquisition company, announced today that Seaport Global Acquisition’s definitive proxy statement (the “Proxy Statement”) relating to the previously announced business combination with Redbox, America's destination for affordable new-release movies and entertainment, has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2021.
Seaport Global Acquisition will mail stockholders as of September 16, 2021 (the “Record Date”) the Proxy Statement relating to the Special Meeting of Seaport Global Acquisition Stockholders (the “Special Meeting”), to be held on October 20, 2021 at 10:00 a.m. ET. The Special Meeting will be held entirely online to allow for greater participation in light of the public health impact of the COVID-19 pandemic. Stockholders may participate in the Special Meeting by visiting http://www.cstproxy.com/seaportglobalacquisition/2021.
“We are taking an important step toward completing our business combination and returning Redbox to the public markets,” said Galen Smith, CEO of Redbox. “As the leader in quality home entertainment, Redbox is one of the most trusted brands in the industry, with a loyal customer base of more than 39 million Redbox Perks members. We are making significant progress transforming our business and have built a unique multi-product offering that spans both physical and digital. Redbox is positioned to provide entertainment-loving consumers with more choice while addressing an important market gap as more consumers cut the cord and search for affordable entertainment.”
Added Stephen Smith, Chairman and CEO of Seaport Global Acquisition, “When we announced this business combination in May, we knew Redbox had an established, differentiated customer base and a unique, innovative digital offering that would provide substantial value to both consumers and investors alike. Today, we are more confident than ever in the significant opportunities ahead for Redbox, and are excited to partner with the team to take the business to the next level.”
Details of the Special Meeting
The Special Meeting to approve the pending business combination between Redbox and Seaport Global Acquisition, among other items,
is scheduled for October 20, 2021 at 10:00 a.m. ET. Voting is easy and can be done online via the above website or by mail by completing,
signing, dating and returning the proxy card. Every stockholder’s vote is important, regardless of the number of shares held. As
such, all Seaport Global Acquisition stockholders as of the Record Date are encouraged to vote “FOR” ALL PROPOSALS described
in the Proxy Statement.
Your voting control number is found on your Voting Instruction Form. If you did hold shares as of the September 16, 2021 Record Date and did not receive or misplaced your Voting Instruction Form, contact your bank, broker or other nominee for a replacement or to obtain your control number in order to vote. A bank, broker or other nominee is a person or firm that acts as an intermediary between an investor and the stock exchange, who can help you vote your shares. Stockholders with questions can contact Seaport Global Acquisition’s proxy solicitor, Morrow Sodali, via e-mail at SGAM.info@investor.morrowsodali.com or via telephone at 800-662-5200.
If certain of the proposals at the Special Meeting are approved, the parties anticipate the business combination will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
About Redbox
Redbox is America's leading destination for affordable new-release movies and entertainment with more ways to watch than any other
home entertainment provider. Redbox delivers value and convenience through unparalleled choice across content, platforms, rental and
purchase options, and price points. The company recently announced a definitive agreement to combine with Seaport Global Acquisition
Corp. (Nasdaq: "SGAM," "SGAMU," and "SGAMW"), a publicly traded special purpose acquisition company. The
transaction, which will result in Redbox becoming a publicly traded company, is expected to accelerate Redbox's ongoing transformation
to offer customers and partners a multi-product experience across physical and digital channels. The company's expanding streaming offering
includes digital rental and purchase as well as free live TV and free On Demand content and complements Redbox's nationwide footprint
of entertainment kiosks, conveniently located where consumers already shop. Redbox Entertainment, a new content acquisition and production
division, has further transformed Redbox into a multi-channel content provider. For more information, visit redbox.com.
About Seaport Global Acquisition Corp.
Seaport Global Acquisition Corp. is a 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. The Company is led by Chairman
and Chief Executive Officer, Stephen C. Smith, and Chief Financial Officer, Michael Ring. The Company is affiliated with Seaport Global
Holdings, a full-service, mid-sized independent investment bank that offers capital markets advisory, sales, trading and research services.
Additional Information
This communication is being made in respect of a proposed merger transaction (the “proposed transactions”) involving
Seaport Global Acquisition and Redbox. The proposed transactions will be submitted to stockholders of Seaport Global Acquisition for
their consideration and approval at a special meeting of stockholders. In connection with the proposed transactions, Seaport Global Acquisition
has filed the Proxy Statement with the SEC. The Proxy Statement will be distributed to Seaport Global Acquisition stockholders in connection
with Seaport Global Acquisition’s solicitation for proxies for the vote by Seaport Global Acquisition’s stockholders in connection
with the proposed transactions and other matters as described in such Proxy Statement. Seaport Global Acquisition is mailing the Proxy
Statement and other relevant documents to its stockholders as of the record date established for voting on the proposed transactions.
Investors and security holders of Seaport Global Acquisition are advised to read the Proxy Statement in connection with Seaport Global
Acquisition’s solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because
the Proxy Statement contains important information about the proposed transaction and the parties to the proposed transaction. Stockholders
may also obtain copies of the Proxy Statement, without charge at the SEC’s website at www.sec.gov or by directing
a request to: Seaport Global Acquisition Corp., 360 Madison Avenue, 20th Floor, New York, NY 10017, Attention: Secretary,
telephone: (212) 616-7700.
Participants in the Solicitation
Seaport Global Acquisition, Redbox and their respective directors and executive officers may be deemed participants in the solicitation
of proxies from Seaport Global Acquisition's stockholders in connection with the business combination. Seaport Global Acquisition's stockholders
and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Seaport Global
Acquisition in Seaport Global Acquisition's final prospectus filed with the SEC on December 1, 2020 in connection with Seaport Global
Acquisition's initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies to Seaport Global Acquisition's stockholders in connection with the proposed business combination are set forth in the Proxy
Statement for the proposed business combination. Additional information regarding the interests of participants in the solicitation of
proxies in connection with the proposed business combination are included in the Proxy Statement that Seaport Global Acquisition has filed
with the SEC.
No Offer or Solicitation
This communication shall neither 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.
Forward-Looking Statements
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included
in this communication, regarding Seaport Global Acquisition's proposed business combination with Redbox, Seaport Global Acquisition's
ability to consummate the transaction, the benefits of the transaction and the combined company's future financial performance, as well
as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified
in this communication, and on the current expectations of the respective management of Seaport Global Acquisition and Redbox and are not
predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Seaport Global Acquisition or Redbox. Potential risks and uncertainties that could cause the actual results
to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic
and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate
the business combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval
of the stockholders of Seaport Global Acquisition or Redbox is not obtained; failure to realize the anticipated benefits of business combination;
risk relating to the uncertainty of the projected financial information with respect to Redbox; the amount of redemption requests made
by Seaport Global Acquisition's stockholders; the overall level of consumer demand for Redbox's products; general economic conditions
and other factors affecting consumer confidence, preferences, and behavior; disruption and volatility in the global currency, capital,
and credit markets; the financial strength of Redbox's customers; Redbox's ability to implement its business and growth strategy; changes
in governmental regulation, Redbox's exposure to litigation claims and other loss contingencies; disruptions and other impacts to Redbox's
business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response, and as a result
of the proposed transaction; Redbox's ability to retain and expand customer relationships; competitive pressures from many sources, including
those using other distribution channels, having more experience, larger or more appealing inventory, better financing, and better relationships
with those in the physical and streaming movie and television industries; developments in the home video distribution market as newer
technologies and distribution channels compete for market share, and Redbox experiences a secular decline in the physical rental market;
the impact of decreased quantity and quality of movie content availability for physical and digital distribution due to changes in quantity
of new releases by studios, movie content failing to appeal to consumers' tastes, increased focus on digital sales and rentals, and other
general industry-related factors; the termination, non-renewal or renegotiation on materially adverse terms of Redbox's contracts or relationships
with one or more of its significant retailers or studios; Redbox's inability to obtain licenses to digital movie or television content
for home entertainment viewing; Redbox's reliance upon a number of partners to make its digital service available on their devices; unforeseen
costs and potential liability in connection with content Redbox acquires, produces, licenses and/or distributes through its service; the
impact of the COVID-19 pandemic on Redbox's business, results of operations and financial condition, its suppliers and customers and on
the global economy; the impact that global climate change trends may have on Redbox and its suppliers and customers; Redbox's ability
to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Seaport Global Acquisition's
information systems; fluctuations in the price, availability and quality of electricity and other raw materials and contracted products
as well as foreign currency fluctuations; changes in tax laws and liabilities, tariffs, legal, regulatory, political and economic risks.
More information on potential factors that could affect Seaport Global Acquisition's or Redbox's financial results is included from time to time in Seaport Global Acquisition's public reports filed with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K as well as the preliminary and the definitive proxy statements that Seaport Global Acquisition has filed with the SEC in connection with Seaport Global Acquisition's solicitation of proxies for the meeting of stockholders to be held to approve, among other things, the proposed business combination. If any of these risks materialize or Seaport Global Acquisition's or Redbox's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Seaport Global Acquisition nor Redbox presently know, or that Seaport Global Acquisition and Redbox currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Seaport Global Acquisition's and Redbox's expectations, plans or forecasts of future events and views as of the date of this communication. Seaport Global Acquisition and Redbox anticipate that subsequent events and developments will cause their assessments to change. However, while Seaport Global Acquisition and Redbox may elect to update these forward-looking statements at some point in the future, Seaport Global Acquisition and Redbox specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Seaport Global Acquisition's or Redbox's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Media
Peter Binazeski
Peter.binazeski@redbox.com
Investors
Scott Bisang / Katelyn Villany
Joele Frank, Wilkinson Brimmer Katcher
sbisang@joelefrank.com, kvillany@joelefrank.com