Additional Proxy Soliciting Materials (definitive) (defa14a)
January 26 2023 - 5:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 26, 2023
SEAPORT CALIBRE MATERIALS
ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40975 |
|
86-3426874 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
|
|
360 Madison Avenue, 20th Floor |
|
|
New York, NY |
|
10017 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 616-7700
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name, former
address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x |
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)) |
Securities registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on
which registered |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
SCMAU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Shares of Class A common stock, included as part of the units |
|
SCMA |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
SCMAW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 |
Regulation FD Disclosure. |
On January 26, 2023, Seaport Calibre
Materials Acquisition Corp. (the “Company”) issued a press release announcing the adjournment of its special meeting until
January 31, 2023 (the “Press Release”). A copy of the Press Release is attached hereto and furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information disclosed under this Item
7.01, including the information set forth in Exhibit 99.1 hereto, is being “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. Such information
in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities
Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any
such filing.
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 13, 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 13, 2023, mailed the Proxy Statement and other relevant
documents to its stockholders as of the January 25, 2023 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 Calibre Materials Acquisition 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:
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.
Dated: January 26, 2023
|
SEAPORT CALIBRE MATERIALS ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Jim Tumulty |
|
Name: |
Jim Tumulty |
|
Title: |
Chief Executive Officer |
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