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United States securities and exchange commission logo
August 5, 2021
Stephen C. Smith
Chief Executive Officer
Seaport Global Acquisition Corp
360 Madison Avenue, 20 th Floor
New York, NY 10017
Re: Seaport Global
Acquisition Corp
Preliminary Proxy
Statement on Schedule 14A
Filed July 8, 2021
File No. 001-39741
Dear Mr. Smith:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A Filed July 8, 2021
Summary of the Proxy Statement
Structure of the Business Combination, page 2
1. Please revise to add
the following points to this section:
SGAC will acquire
certain newly issued Redbox Common Units in exchange for a
cash contribution,
which proceeds will be used to reduce existing indebtedness and
fund Redbox s
balance sheet for certain general corporate purposes; and
The Redbox LLCA
will provide Parent the right to surrender its retained Redbox
Common Units to
Redbox, together with the cancellation of an equal number of
shares of Class B
common stock, in exchange for cash or Class A common stock, par
value $0.0001 per
share, of SGAC.
In addition, please
quantify the "cash contribution" that will be used to reduce existing
Stephen C. Smith
Seaport Global Acquisition Corp
August 5, 2021
Page 2
indebtedness and fund Redbox's balance sheet for certain general
corporate purposes and
quantify the value of the total Class B common stock in exchange for
Class A common
stock, based on recent trading prices.
Risks Relating to Redbox's Business, page 17
2. Where you discuss the indebtedness of Redbox, please disclose the
total principal value of
your outstanding debt, including capital leases, as of the most
recently completed fiscal
quarter.
Comparative Share Information, page 24
3. We note the comparative share information included in this section
assumes two
redemption scenarios. Please revise to show a range of redemption
scenarios, including
minimum, maximum, and interim redemption levels.
4. Please present historical and pro forma net income (loss) attributable
to common
shareholders that was used to determine the historical and pro forma
earnings (loss) per
share amounts for the year ended December 31, 2020 and the three
months ended March
31, 2021 for Seaport Global Acquisition Corp., Redwood Intermediate,
LLC and the
combined entities on a pro forma basis under each redemption scenario.
5. Please present the historical and pro forma book value per share
amounts for the three
months ended March 31, 2021 for Seaport Global Acquisition Corporation
and Redwood
Intermediate, LLC, and the combined entities on a pro forma basis
under each redemption
scenario.
6. Footnote (2) to the table indicates that weighted average shares and
basic and diluted net
earnings (loss) per share have been restated. Please revise to
indicate which
entities' financial information has been restated and for which
periods presented. Also,
include a cross-reference to where the restatements are discussed
elsewhere in the filing.
Risk Factors, page 26
7. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
8. Please highlight the material risks to public warrant holders, including
those arising from
differences between private and public warrants. Please clarify how
stock trading
FirstName LastNameStephen C. Smith
prices would impact the company in redeeming public warrants. Please
clearly explain
Comapany NameSeaport
the steps, Global
if any, the Acquisition
company will takeCorp
to notify all shareholders,
including beneficial
owners, regarding
August 5, 2021 Page 2 when the warrants become eligible for
redemption.
FirstName LastName
Stephen C. Smith
FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany
August NameSeaport Global Acquisition Corp
5, 2021
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Risks Relating to SGAC and the Business Combination
"Directors of SGAC have potential conflicts of interest...", page 46
9. Please highlight the risk that the SGAC sponsor and affiliates will
benefit from the
completion of a business combination and may be incentivized to
complete an acquisition
of a less favorable target company or on terms less favorable to
shareholders rather than
liquidate.
10. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
"Existing stockholders will experience significant dilution as a result of the
business
combination...", page 49
11. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
"SGAC will be a 'controlled company' within the meaning of the rules of
Nasdaq...", page 59
12. Please disclose the impact that the Class B common stockholders have
on your status as a
controlled company. In particular, please address:
the controlling shareholder's ability to control matters requiring
shareholder approval,
including the election of directors, amendment of organizational
documents, and
approval of major corporate transactions, such as a change in
control, merger,
consolidation, or sale of assets;
the dual-class shares may have anti-takeover effects preventing a
change in control
transaction that shareholders might consider in their best
interest; and
any exceptions to provisions requiring mandatory conversion of
Class B common
stock upon the transfer.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 65
13. In the table on the bottom of page 66, you disclose that total shares
outstanding after the
merger under both the no redemptions and maximum redemptions scenarios
will include
32,770,000 Redbox Rollover Shares. Please explain how you determined
the number of
Redbox Rollover Shares as this entity's March 31, 2021 balance sheet
indicated the
Company had 31,174,806 shares outstanding at this date.
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Seaport Global Acquisition Corp
Comapany
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Pro Forma Condensed Combined Balance Sheet, page 68
14. Please revise your pro forma balance sheet so that each adjustment
included therein is
separately disclosed on the face of the pro forma balance sheet. For
example you combine
several adjustments into a single amount for purposes of your
adjustments to accrued and
other current liabilities and retained earnings (accumulated deficit).
Please revise to
separately disclose on the face of the balance sheet the amounts of
each pro forma
adjustment effecting these line items.
Pro Forma Condensed Combined Statement of Operations, page 69
15. Please revise your pro forma condensed combined statements of
operations for each
period presented to disclose the historical weighted average shares,
basic and diluted, and
basic and diluted earnings (loss) per share for each entity. Refer to
Rule 11-02(a)(9)(i) of
Regulation S-X.
16. Please revise the pro forma condensed combined statements of
operations for each period
presented to disclose pro forma basic and diluted net income per share
attributable to the
controlling interests along with the number of shares used to compute
the per share
amounts under both the no redemptions and maximum redemptions
scenarios. Refer to
the guidance in Rule 11-02(a)(9)(i) of Regulation S-X. Footnote
disclosures should also
be provided explaining how the shares used in calculating such amounts
were calculated
or determined.
Notes to Unaudited Condensed Combined Financial Information
Note 2. Transaction Accounting Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31,
2021, page 71
17. Referencing notes (C) and (M), we note that you reflect adjustments on
your pro forma
balance sheet at March 31, 2021 to give effect to estimated
transaction costs of
approximately $8 million including advisory, banking, printing, legal,
and accounting
fees, which is expected to be incurred in relation to the business
combination as a
reduction of cash and additional paid-in capital. Transaction
accounting adjustments to
the balance sheet and their related impacts should be reflected on the
pro forma condensed
statements of operations as if the transaction occurred on January 1,
2020. Please revise
your pro forma condensed statement of operations for the year ended
December 31, 2020
to include a pro forma adjustment for these transaction costs pursuant
to Rule 11-
02(a)(6)(i)(B) of Regulation S-X or explain why you do not believe
this is appropriate.
18. Refer to footnote (D) - Please disclose the nature of the additional
$63.6 million pro forma
adjustment to long-term debt under the maximum redemption scenario.
Also, please
explain how the amount of this adjustment was determined.
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FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany
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19. Refer to footnote (G) under the maximum redemption scenario - Please
explain how the
amount of this adjustment was calculated or determined and disclose
all of the
components of this adjustment. Also, please revise your disclosure to
explain how this
adjustment was determined to meet the Minimum Cash Condition of $86
million required
to close on the transaction since you will only have $36 million in
cash on your pro forma
balance sheet following this pro forma adjustment.
20. Refer to note (I) - Please revise your disclosure to explain how the
amount was
determined for the reclassification of 12,286,848 Class A common
shares subject to
redemption to permanent equity for the no redemptions scenario. Also,
it appears there
is language omitted after 'reclassification of 12,286,848' that needs
to be revised to
indicate that Class A shares common shares were reclassified. Please
advise or revise.
21. Please revise footnote (N) to explain the nature of the pro forma
adjustments being made
to other long-term liabilities under the no redemptions and maximum
redemptions scenarios and explain how the amounts of each of these
adjustments were
determined.
22. Refer to note (Q) - Please revise to disclose the various components
of pro forma
adjustment (Q) under both the no redemptions and maximum redemptions
scenarios,
including accrued interest, deferred taxes, interest expense and
deferred financing fees.
Also, revise to disclose how each component of this adjustment was
calculated or
determined.
23. Refer to footnote (L) - Please revise the notes to the pro forma
information to explain how
the amounts of the pro forma adjustments to non-controlling interests
under the no
redemptions and maximum redemptions scenarios were calculated or
determined.
24. Refer to footnote (M) - Please explain how the amount of this pro
forma adjustment to
additional paid-in-capital under the "maximum redemption" scenario was
calculated or
determined. If there are multiple components to this pro forma
adjustment, please provide
this disclosure for each component.
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of
Operations
For the Three Months Ended March 31, 2021 and the Year Ended December 31, 2020,
page 74
25. Refer to footnote (CC) - Please revise your disclosure to break out
the components of the
pro forma adjustment to eliminate the historical expenses related to
Redbox debt and
explain the difference in the amounts under the maximum and minimum
redemption
scenarios. Also, explain the significant assumptions used to calculate
or determine each
component of the pro forma adjustments under each scenario.
26. Refer to footnote (DD) - Please revise to disclose how you determined
or calculated the
adjustment for income taxes in the pro forma statements of operations
for the three
months ended March 31, 2021 and the year ended December 31, 2020 under
the no
redemption and maximum redemption scenarios.
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FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany
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27. Refer to footnote (EE) - Please revise to disclose the calculation of
the allocation of the
net loss attributable to SGAC and to the non-controlling interests of
Redwood
Intermediate LLC (Redwood) due to the retained units held by the
minority shareholders
of the Sellers for the three months ended March 31, 2021 and the year
ended December
31, 2020. Your revised disclosure should clearly explain how pro forma
adjustment (EE)
under both scenarios and for both periods presented was calculated or
determined.
Background of the Business Combination, page 100
28. Please describe, in detail, how you came into contact with the initial
20 potential
target entities and how you narrowed the options to "over a dozen"
potential target
entities. To the extent you were in contact with other entities while
pursuing a business
combination with Redbox, please revise to state as much. Also, please
revise to include
the name of the financial advisory group that introduced SGAC's Chief
Executive Officer
to Redbox.
29. Please summarize RAR's rationale for a de-SPAC transaction and
highlight why SGAC
was specifically suited for the transaction. Also, please summarize
the material points of
discussion among SGAC's executives and board for a potential
transaction with RAR.
30. Please provide the names of the public companies and valuations used
to determine the
initial valuation in the letter of intent for Redbox, which set the
initial valuation at $638
million. Please disclose who prepared such valuations. Please also
summarize the basis
for the revised letter of intent including the basis of the proposed
valuation, the additional
terms providing for the transaction to be structured as an Up-C
transaction, including
the requirement that the parties enter into a tax receivable
agreement, and certain terms
relating to registration rights, lock-up periods and other terms
customarily included in a
transaction such as the business combination. Finally, please disclose
the remaining key
open terms of the letter and summarize the negotiation points in
subsequent drafts of the
letter.
31. We note that SGAC hired B. Riley Advisory Services to perform a due
diligence and
quality of earnings review of RAR, which was provided to SGAC's
executives and its
board of directors prior to SGAC's board approval of the Business
Combination
Agreement. Accordingly, please provide the relevant information as
required by Item
1015(b) of Regulation M-A.
SGAC's Board of Directors' Reasons for Approval of the Business Combination,
page 103
32. Please elaborate further on the Redbox model "significant barriers to
entry" that the board
considered in approving the business combination.
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33. We note that the SGAC board contemplated "the possibility of
litigation challenging the
business combination or that an adverse judgment granting permanent
injunctive relief
could indefinitely enjoin consummation of the business combination"
when approving the
business combination. To the extent there is any known or existing
litigation, please
revise to state as much.
34. Please clarify whether the uncertainties and risk and other
potentially negative factors
concerning the business combination SGAC s board of directors
considered included the
amount of Redbox's debt, which was approximately $344 million as of
March 31, 2021,
and the trailing three-year trend in Redbox's revenues, which has been
decreasing.
Comparable Company Analysis, page 107
35. We note that "SGAC management selected core peers among
publicly-traded companies it
viewed as most similar to the business of Redbox and media and
entertainment generally"
and "[f]or additional context, SGAC s management also compared its
valuation of Redbox
relative to companies in similar but tangential sectors, but it did
not view such companies
as core to its valuation." Please disclose which companies that SGAC
management
selected as "core peers" and which were considered to be "in similar
but tangential
sectors."
Interests of Certain Persons in the Business Combination, page 109
36. Please disclose the total approximate dollar value of the Sponsor's
ownership interest
based on the transaction value and recent trading prices as compared
to the price paid.
Also, please quantify the aggregate dollar amount and describe the
nature of what the
sponsor and its affiliates have at risk that depends on completion of
a business
combination. Please include the current value of securities held,
loans extended, fees due,
and out-of-pocket expenses for which the sponsor and its affiliates
are awaiting
reimbursement. Please provide similar disclosure for the company s
officers and
directors, if material.
Redemption Rights, page 112
37. We note that SGAC s officers, directors and the initial stockholders
entered into a letter
agreement, pursuant to which they have agreed to waive their
redemption rights with
respect to their founder shares and public shares in connection with
the completion of a
business combination. Please describe any consideration provided in
exchange for this
agreement.
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Proposal No. 2 -- The Charter Amendment Proposal, page 115
38. Your charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
Information About Redbox, page 151
39. We note your statement that "Redbox provides unmatched customer value
with new
release movie disc rentals priced at $2 or less a night, which is
about one-third of the cost
of a digital rental." Please disclose the average cost of new release
movie disc rentals by
your competitors. Please also disclose the cost of new release movie
rentals via Redbox
On Demand.
Redbox Competitive Strengths, page 153
40. We note your statement that "[a]t $2.00 or less a night for a new
release movie rental,
Redbox provides one of the best values in entertainment, especially
when compared to the
typical price of $5.99 for a digital rental of the same title. This is
a clear differentiator,
especially for value conscious consumers. Customers are usually able
to access these
movies 80 to 120 days before they become available on subscription
streaming platforms
which require monthly subscription fees ranging from $5.00 to $15.00 a
month depending
on the provider. In addition, the majority of those major studio
titles will not go to
Netflix." We also note statements that Redbox is an established
brand, a leading
service provider, provides its customers with the best value in
entertainment and most
choice in how they consume it, and provides unmatched customer
value. Please
provide supplemental support for these statements or revise to
characterize them as
management s beliefs.
41. We note your statement that "[a]s a result of the price point and
retail distribution
channels, Redbox has attracted a unique customer base. 71% of the
Company s customers
self-identify as 'deal hunters,' and Redbox customers have been slower
to fully transition
to digital. Approximately 70% of the customer base identifies as later
adopters of
technology and over-indexes on traditional cable TV spend. This unique
customer base
provides Redbox a great opportunity to tailor its digital products to
serve their specific
needs as they make a shift to digital over time." Please provide
supplemental support for
these figures. To the extent any report was prepared in connection
with this proxy
statement, please provide the information required by Item 1015(b) of
Regulation M-A.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Redbox Digital Business, page 158
42. You disclose that Redbox is undergoing a significant expansion and
digital
transformation and is rapidly expanding its Redbox Digital Business
(Digital Business).
However, your segment results and discussion highlight a significant
decline in the
Stephen C. Smith
FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany
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revenues from your Redbox Legacy Business due to the COVID-19
pandemic's impact on
movie rentals including the significant decline in new movie releases
and theatre closures,
which also impacted the Digital Business segment. Please expand the
discussion of your
Digital Business to address the significant economic changes faced due
to the pandemic's
impact, trends, uncertainties, and challenges faced from larger
competitors in the on-
demand movie industry which impacted Redbox's revenues and income from
operations.
In your discussion, please expand to discuss the trend for movie
studios, producers, and
streaming services, including Disney, HBO, Netflix and Prime Video,
and theater
chains, to directly stream their new movies on their own platforms.
Refer to Item
303(b)(2)(i) through (iii) of Regulation S-K.
Results of Operations for the Three Months Ended March 31, 2021 and 2020
Three months ended March 31, 2021 compared to the three months ended March 31,
2020
Net Revenue and Operating Income (Loss), page 163
43. Please quantify in your discussion the key drivers of the variances in
net revenues and
income from operations for known trends, uncertainties, and economic
events that have
negatively impacted your financial results for the three month period
ended March 31,
2021 as compared to the corresponding prior year period. In your
discussion, consider
quantifying changes in movie rental volume and prices which impacted
your legacy kiosk
movie rental business and growth in your On-Demand service offerings.
Comply with
this comment in your Segment Discussion on pages 164 and 167, and in
your discussion
and analysis of the results of operations for the year ended December
31, 2020 compared
to the year ended December 31, 2019 on page 166. Refer to Item
303(b)(2)(i) through
(iii) of Regulation S-K.
Redbox Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Liquidity and Capital Resources, page 171
44. Please disclose in further detail how you intend to meet your working
capital needs and
other financial obligations, including capital expenditures and the
interest due on your
long-term debt based on your current financial condition. You disclose
that the company's
ability to meet operating cash requirements and maintain sufficient
liquidity is based on a
return to positive operating cash flows and the ability to draw on the
Term B Revolving
Credit Facility. Please expand your disclosure to discuss the
availability of additional
financing from New Outerwall to meet working capital needs and satisfy
other financial
obligations, other possible sources of additional external and
internal financing, and the
availability of unused credit facilities. Refer to Item 303(b)(1)(i)
of Regulation S-K.
Critical Accounting Policies
Goodwill Impairment, page 176
45. Please provide information to enable investors to assess the
probability of future goodwill
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impairment charges. For example, please disclose whether your Legacy
Business
reporting unit is at risk of failing the quantitative impairment test
or that the fair value of
your reporting unit is substantially in excess of carrying value and
is not at risk of failing.
If your Legacy Business reporting unit is at risk of failing or does
not exceed the carrying
value by a substantial percentage, you should disclose:
the percentage by which fair value exceeded carrying value at
the date of the
most recent test;
the amount of goodwill allocated to the reporting unit;
a more detailed description of the methods and key assumptions
used and how the
key assumptions were determined;
a discussion of the degree of uncertainty associated with the
assumptions; and
a description of potential events, changes in your business
strategy, and/or changes in
circumstances that could reasonably be expected to negatively
affect the key
assumptions.
Beneficial Ownership of Securities, page 199
46. We note your statement that "[a]fter the business combination, all
directors and executive
officers of SGAC as a group will have an approximately 3.2% indirect
economic interest
in Parent, assuming no redemptions." Please provide additional
information on the
indirect economic interest in the Parent. To the extent that any right
to acquire beneficial
ownership will occur within 60 days, please revise the table to
reflect this information.
47. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Certain Relationships and Related Party Transactions
Redbox's Related Party Transactions, page 205
48. We note that you disclose various transactions between Redbox and its
affiliates on pages
205 and 206 of your filing. Please revise Note 13 to Redwood
Intermediate LLC's audited
financial statements to disclose the nature and significant terms of
these related party
transactions. Refer to the guidance in ASC 850-10-50. Alternatively,
please explain why
you do not believe additional disclosures are required.
Redwood Intermediate, LLC and Subsidiaries Interim Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
Note 14. Subsequent Events, page F-57
49. Your disclosure on page F-57 indicates that in connection with the
Company's impending
business combination and restructuring, on June 29, 2021, the Company
and New
Outerwall, its parent, determined that it was no longer probable that
the income tax
payable balances of the Company to New Outerwall would be paid. As a
result, the
Company recorded an entry to reduce accrued and other current
liabilities by $15.8
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million and to increase additional paid-in capital by this same
amount. As this appears to
be an autonomous entity adjustment as such term is described in Rule
11-01(a)(7) of
Regulation S-X, please revise the pro forma balance sheet on page 68
to give pro forma
effect to this adjustment or explain why you do not believe this is
required. Refer to the
guidance in Rule 11-02(a)(6)(ii) of Regulation S-X. Also, the notes to
the pro forma
balance sheet should be revised to explain the nature of this
adjustment and how it was
determined.
Redwood Intermediate, LLC Consolidated Audited Financial Statements
For the Years Ended December 31, 2020, 2019 and 2018
Notes to Audited Consolidated Financial Statements
Note 4. Goodwill and Other Intangible Assets, page F-70
50. Given the decline in revenues experienced during 2020 and the three
months ended March
31, 2021 as compared to the comparable periods of the prior years,
please explain in
further detail how you considered the potential impairment to Redbox's
goodwill and
other intangible assets including contracts with retailors, trade
names, contactable
customer lists and developed technology. As part of your response,
please explain how
you considered the declining financing performance of Redbox's Legacy
Business, the
negative impact of the COVID-10 pandemic on physical movie rentals,
the significant
decline in new movie releases in 2020, and the company's
transformation to digital
platforms in your most recent impairment analysis. Refer to ASC
350-20-35 and 350-30-
35, as applicable. Also, please explain whether you considered
revising the useful lives of
your discrete classes of definitive lived intangible assets based on
the negative factors
cited above. Explain how you considered the effects of obsolescence,
demand,
competition, and other economic factors (such as the stability of the
industry, known
technological advances, and expected changes in distribution channels)
described in ASC
350-30-35-3 in determining the appropriateness of the useful lives
currently being used
for your definitive lived intangible assets in your response.
Note 6. Debt, page F-72
51. Your disclosure on page F-84 that indicates that New Outerwall, your
parent, provided
you with a Term B-2 Loan under the Fourth Amendment to your Credit
Agreement
implies that the lender for your Term B Credit Facility and Revolving
Credit Facility may
be a related party. Please tell us whether the lender under these debt
arrangements is an
affiliate of Redbox. If so, please revise Note 6 to disclose the
nature of the related party
relationship. Refer to ASC 850-10-50.
52. Your disclosure in the first risk factor on page 44 indicates that
your credit agreement
contains restrictions on your ability to pay dividends or make
distributions in respect of, or
repurchase or redeem capital stock or make other restricted payments.
Please revise the
notes to your financial statements to explain the nature and terms of
the restrictions on
your ability to pay dividends. Refer to the guidance in Rule 4-08(e)
of Regulation S-X.
Stephen C. Smith
Seaport Global Acquisition Corp
August 5, 2021
Page 12
General
53. We note that your Proposed Charter and Warrant Agreement contain
exclusive forum
provisions. With respect to your Proposed Charter, we note that Section
11.1 provides
that unless you consent in writing to the selection of an alternative
forum, the Court of
Chancery of the State of Delaware shall be the sole and exclusive forum
for certain
stockholder claims. Your exclusive forum provision also provides that the
exclusive
forum provision will not apply to claims brought under the Exchange Act
and that there is
an exclusive federal forum in the federal district courts of the United
States of America for
any claim brought under the Securities Act. However, your risk factor
disclosure on page
60 states that your exclusive forum provision (the Court of Chancery of
the State of
Delaware) will apply to Securities Act claims. Please revise to reconcile
this
inconsistency. Additionally, please revise to address any risks and
impact on investors,
such as increased costs to bring a claim and that that these provisions
can discourage
claims or limit inventors' ability to bring a claim in a judicial forum
that they find
favorable. Please also address any uncertainty about enforceability,
including whether a
court would enforce the provision. Finally, please revise your
Description of Securities
disclosure on page 207 to include a description of your exclusive forum
provision. With
respect to the exclusive forum provision in your Warrant Agreement,
please revise to
include a risk factor that address the material risks associated with
this provision.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Robert Shapiro at (202) 551-3273 or Linda Cvrkel at
(202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Dietrich King at (202) 551-8071 with
any other
questions.
Sincerely,
FirstName LastNameStephen C. Smith
Division of
Corporation Finance
Comapany NameSeaport Global Acquisition Corp
Office of Trade &
Services
August 5, 2021 Page 12
cc: Frank Lopez
FirstName LastName