SEAPORT GLOBAL ACQUISITION: FD Disclosure Regulation, Financial Statements and Exhibits (form 8-K / A)

Article 7.01 Regulation FD Disclosure.

As previously announced, Seaport Global Acquisition Corp. (“SGAC”) announced a proposed business combination (the “Business Combination”) between SGAC and Redwood Intermediate, LLC (“Redbox”). As part of the Business Combination, Redbox began to organize meetings with investors from the
September 21, 2021, consisting of a presentation given by the Redbox management team. A copy of this Investor Presentation is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Section 7.01, including Exhibit 99.1, is provided and will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). , or otherwise subject to responsibilities under this section, and shall not be deemed to be incorporated by reference in documents filed by SGAC under the Securities Act or the Exchange Act, regardless of the language of incorporation. general in these documents.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination, SGAC has filed a preliminary proxy circular and intends to file a definitive proxy circular with the Security and Trade Commission (“SECOND”). The preliminary and final proxies and other relevant documents will be sent or delivered to SGAC shareholders on the registration date set for voting on the proposed business combination and will contain important information on the proposed business combination and related matters. . SGAC shareholders and other interested persons are advised to read, when available, the preliminary proxy statement and its amendments and, once available, the final proxy statement, in connection with the solicitation of proxies. by SGAC for the shareholders’ meeting to be held to approve, among other things, the proposed business combination as the proxy statement will contain important information about SGAC, Redbox and the proposed business combination. When available, the definitive proxy circular will be sent by mail to SGAC shareholders on a registration date to be set for the vote on the proposed business combination. Shareholders will also be able to obtain copies of the proxy circular, free of charge, once available, at DRY www.sec.gov/ or by sending a request to: Seaport Global Acquisition Corp., 360 Madison Ave, 20th floor, New York, New York State 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 a vote or approval, and there will be no sale of securities in any state or jurisdiction in which a such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that 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 the purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are usually accompanied by words such as “believe”, “can”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “should”, “should” “,” Plan “,” predict “,” potential “,” looks “,” research “,” future “,” prospect “and similar expressions which predict or indicate future events or trends or which are not statements historical questions. Any statements, other than statements of present or historical fact included in this current report on Form 8-K, regarding the proposed business combination of SGAC with Redbox, the ability of SGAC to complete the transaction, the benefits of the transaction and future financial performance of the Combined Company, as well as the Combined Company’s strategy, future operations, estimated financial condition, estimated income and loss, projected costs, outlook, 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 actual performance predictions. These forward-looking statements are provided for informational purposes only and are not intended to serve as, and should not be relied upon, any guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many real events and circumstances are beyond the control of SGAC or Redbox. Potential risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, without limitation, changes in national business, market, financial, political and legal conditions. and foreign; the inability of the parties to successfully or on time complete the business combination, including the risk that regulatory approvals will not be obtained, be delayed or be subject to unforeseen conditions that could adversely affect the combined company or expected benefits of the business combination or that the approval of SGAC or Redbox shareholders is not obtained; failure to realize the expected benefits of the business combination; the risk associated with the uncertainty of the forecast financial information concerning Redbox; the amount of redemption requests made by SGAC shareholders; the overall level of consumer demand for Redbox products; general economic conditions and other factors affecting consumer confidence, preferences and behavior; the disruption and volatility of global currency, capital and credit markets; the financial strength of Redbox customers; Redbox’s ability to execute its business and growth strategy; changes in government regulations, Redbox’s exposure to legal claims and other eventualities of loss; disruptions and other impacts on Redbox’s business, due to the COVID-19 pandemic and government actions and restrictive measures implemented in response, and due to the proposed transaction; Redbox’s ability to maintain and develop customer relationships; competitive pressures from many sources, including those using other distribution channels, with more experience, a larger or more attractive inventory, better funding and better relationships with actors in the film and television industries physical and streaming; developments in the home video distribution market as new technologies and new distribution channels compete for market share and Redbox experiences a secular decline in the physical rental market; the impact of the decrease in the quantity and quality of availability of film content for physical and digital distribution due to changes in the quantity of new releases by studios, with film content not meeting consumer tastes, increased emphasis on digital sales and rentals, and other industries in general. related factors; the termination, non-renewal or renegotiation on materially unfavorable terms of Redbox’s contracts or relationships with one or more of its major retailers or studios; Redbox’s inability to license digital movie or television content for home entertainment viewing; Redbox’s dependence on a number of partners to make its digital service available on their devices; unforeseen costs and potential liability in connection with content that Redbox acquires, produces, licenses and / or distributes through its service; the impact of the COVID-19 pandemic on the business, results of operations and financial condition of Redbox, 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 breach or interruption of SGAC’s information systems; fluctuations in the price, availability and quality of electricity and other raw materials and products under contract as well as fluctuations in foreign currencies; changes in tax laws and responsibilities, tariffs, legal, regulatory, political and economic risks. Further 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 SECOND, 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 final proxy statements that SGAC intends to file nearby SECOND in connection with the solicitation of proxies by SGAC for the shareholders’ meeting to be held to approve, among other things, the proposed business combination. If any of these risks materialize or if SGAC’s or Redbox’s assumptions prove to be inaccurate, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SGAC nor Redbox is currently aware of, or that SGAC and Redbox currently consider to be immaterial, which could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements reflect SGAC’s and Redbox’s expectations, plans or forecasts regarding 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 ratings to change. However, although SGAC and Redbox may choose to update these forward-looking statements at some time in the future, SGAC and Redbox expressly disclaim any obligation to do so, except as required by law. These forward-looking statements should not be taken to represent SGAC’s or Redbox’s assessments as of a date subsequent to the date of this current report on Form 8-K. Therefore, one should not place undue reliance on forward-looking statements.

NO OFFER OR SOLICITATION

This current report on Form 8-K does not constitute a solicitation of any proxy, consent or authorization relating to any securities or relating to the business combination. This current report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which a such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus meeting the requirements of Article 10 of the Securities Act or an exemption therefrom.

  Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit                                    Description

  99.1       Investor Presentation.
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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