Additional Proxy Soliciting Materials (definitive) (defa14a)
January 30 2023 - 11:20AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 30, 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) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
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 or former address, 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 Act:
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 |
|
SCMAC |
|
The Nasdaq Stock Market LLC |
Shares of Class A common
stock, included as part of the units |
|
SCMA |
|
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive Agreement
On January 30, 2023, Seaport Calibre Materials
Acquisition Corp. (the “Company”) entered into one or more agreements (the “ Non-Redemption Agreements”)
with one or more third parties holding an aggregate of 150,000 shares of common stock in exchange for them agreeing not to redeem shares
of the Company’s common stock sold in its initial public offering (the “public shares”) at the January 31, 2023, special
meeting of stockholders called by the Company (the “Meeting”) at which a proposal to approve an extension of time for the
Company to consummate an initial business combination (the “Extension Proposal”) from February 1, 2023 to August 1, 2023
(the “Extension”) has also been submitted to the stockholders. Pursuant to the Non-Redemption Agreements, the shareholders
have agreed to vote in favor of the Extension Proposal. The Non-Redemption Agreements provide for the allocation of up to 37,500 shares
of Class B common stock of the Company held by the Sponsors in exchange for such investor and/or investors agreeing to hold and not redeem
certain public shares at the Meeting.
The Non-Redemption Agreements shall terminate
on the earlier of (a) the liquidation or dissolution of the Company pursuant to its charter if the Extension is not obtained, or (b)
February 1, 2023.
The Non-Redemption Agreements are expected to
increase the likelihood that the Extension Proposal is approved by stockholders and to increase the amount of funds that remain in the
Company’s trust account following the Meeting.
The foregoing summary of the Non-Redemption Agreements
does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto
as Exhibit 10.1 and incorporated herein by reference.
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 5, 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, 20th 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.
Date: January 30, 2023 |
Seaport Calibre Materials ACQUISITION
II CORP. |
|
|
|
By: |
/s/ Jim Tumulty |
|
Name: |
Jim Tumulty |
|
Title: |
Chief Executive Officer |
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