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United States securities and exchange commission logo
September 8, 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
Amendment No. 1 to
Proxy Statement on Schedule 14A
Filed August 23,
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 to these comments, we may have additional comments.
Amendment No. 1 to Proxy Statement Filed on August 23, 2021
"Provisions in the Proposed Charter and Delaware law may have the effect
of discouraging
lawsuits...", page 63
1. We note your revised
disclosure in response to comment 53. Please revise to state that
your proposed charter
provides an exclusive federal forum (the federal district courts of
the United States of
America) for claims that arise under the Securities Act.
Unaudited Pro Forma Condensed Combined Financial Information, page 70
2. We note your revised
disclosure on page 71 in response to comment 13. Please revise to
disclose how you
determined that 32,770,000 Redbox Rollover Shares will be exchanged
in the merger, as this
entity's June 30, 2021 balance sheet indicated that it had 31,174,806
shares issued and
outstanding at that date.
Stephen C. Smith
FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany 8,
September NameSeaport
2021 Global Acquisition Corp
September
Page 2 8, 2021 Page 2
FirstName LastName
3. Refer to footnotes (L) and (EE) - Please explain why the percentages
used in calculating
the amounts of the adjustments to non-controlling interests in
footnotes (L) and (EE)
under the no redemptions and maximum redemption scenarios differ from
those in the
table on the bottom of page 71.
4. Refer to footnote (C) - We note from your response to comment 17 that
you have not
reflected an adjustment for the $15,000 of estimated transaction fees
in your pro forma
statement of operations for 2020 as you believe these costs represent
estimated transaction
costs that will be capitalized as part of the business combination as
they are direct
incremental costs of the transaction. Furthermore, you indicate that
your accounting
treatment is appropriate pursuant to the guidance in SAB Topic 5:A,
which relates to costs
incurred in connection with an offering. As these appear to represent
transaction costs of
the business combination, rather than offering costs that should be
expensed pursuant to
the guidance in ASC 805-10-25-23, it appears they should be reflected
in an adjustment to
your pro forma statement of operations for the year ended December 31,
2020 pursuant to
Rule 11-02(a)(6)(i)(B). Please advise or revise as appropriate.
5. Refer to footnote (CC) - Please revise to disclose the amount of debt
to be repaid and the
related interest rates that were used to calculate or determine the
adjustments to interest
expense as a result of the planned debt repayments under each
scenario.
6. Refer to footnote (DD) - We note your revisions to footnote (DD) in
response to comment
26 but are still unclear as to how your pro forma adjustments to the
income tax benefit
were determined. Please revise to disclose your calculation of the
adjustments to your pro
forma income tax benefit under each scenario and for each period
presented in your pro
forma statements of operation.
7. Refer to footnote (GG) - Please revise to explain in further detail
how you calculated or
determined the weighted average shares outstanding attributable to the
controlling interest
under each scenario and for each period presented.
SGAC's Board of Directors' Reasons for the Approval of the Business
Combination, page 110
8. We note your response to comment 32. Please disclose the information
in your response
in your proxy statement, so that investors can understand how
management views the
significant barriers to entry.
Impact of COVID-19 and Emerging Industry Trends, page 167
9. Your revised disclosure in response to comment 42 indicates that the
company's business
strategy of growing its digital video on demand (VOD) service is based
largely on
mitigating the effect of subscription services (i.e. Netflix, HBO Max
and Amazon Prime).
It appears the continued decline in the number of new movie releases
in the first half of
2021, coupled with the trend of consumers moving to competitors'
streaming services to
meet their video entertainment needs, has put competitive strains on
your business. Please
revise your discussion to provide a more detailed discussion of how
industry and
Stephen C. Smith
FirstName LastNameStephen C. Smith
Seaport Global Acquisition Corp
Comapany 8,
September NameSeaport
2021 Global Acquisition Corp
September
Page 3 8, 2021 Page 3
FirstName LastName
consumer trends are expected to continue to impact your business
through the remainder
of 2021 and 2022. Refer to Item 303(b)(2)(ii) of Regulation S-K.
Redbox Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations
Six months ended June 30, 2021 compared to the six months ended June 30, 2020
Segment Discussion, Legacy Business, page 172
10. Please revise and expand your discussion regarding the impact of the
major trends and
uncertainties resulting from the COVID-19 pandemic that have affected
the movie
industry, including the further delayed release of new major movies
into mid-2022
including Top Gun: Maverick and James Bond's No Time to Die on your
Legacy Business
segment. We note that the movie studios, including Paramount, have
delayed the release
of these movies, rescheduled the production of others, and have sold
new productions
directly to streaming services. Refer to Item 303(b)(2)(ii) of
Regulation S-K and CF
Disclosure Guidance: Topic 9A issued on June 23, 2020.
Redwood Intermediate, LLC Consolidated Audited Financial Statements For the
Years Ended
December 31, 2020, 2019 and 2018
Notes to Audited Financial Statements
Note 4. Goodwill and Intangible Assets, page F-73
11. Referencing your responses to comments 45 and 50, please revise your
disclosure to
include 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 used in your goodwill impairment testing. For example,
please discuss
potential changes in the number and timing of theatrical releases in
the second half of
2021 and 2022, as well as the competing distribution channels for new
movies on your
Legacy business reporting unit goodwill. Comply with this comment in
your discussion
of critical accounting policies in MD&A and in your disclosures in
Note 4 to your interim
financial statements.
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.
Stephen C. Smith
Seaport Global Acquisition Corp
September 8, 2021
Page 4
Sincerely,
FirstName LastNameStephen C. Smith
Division of Corporation Finance
Comapany NameSeaport Global Acquisition Corp
Office of Trade & Services
September 8, 2021 Page 4
cc: Frank Lopez
FirstName LastName