UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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:
| Exhibit | Description | |
| 99.1 | Press Release dated January 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 | |
Exhibit 99.1
SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS
New York, NY, January 26, 2023 – Seaport Calibre Materials Acquisition Corp. (Nasdaq: SCMA) (the “Company”) announced today that it has postponed the Company’s Special Meeting of Stockholders to be held on January 26, 2023, until January 31, 2023, at 1:00 p.m. Eastern Time. The postponed Special Meeting will be completely virtual and stockholders will be able to attend the special meeting online, vote and submit questions by visiting https://www.cstproxy.com/seaportcalibreacquisition/2023. There will be no change in the record date as a result of this postponement, and proxies tendered prior to the postponed date will not need to be voted again.
Stockholders may elect to redeem their public shares for a pro rata portion of the funds held in the Trust Account, by no later than January 27 , 2023, by tendering their shares either by delivering their share certificates to the transfer agent or by delivering their shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
The Company’s stockholders and other interested persons are advised to read the proxy statement. Stockholders are also able to obtain copies of the proxy statement and other relevant materials filed with the Securities and Exchange Commission (the “SEC”), without charge, at the SEC’s web site at www.sec.gov, or by directing a request to the Company’s proxy solicitor Advantage Proxy, Inc. at (877) 870-8565 (toll free), or brokers and banks may call collect (206) 870-8565. You may contact Advantage by email at ksmith@advantageproxy.com.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements.” No assurance can be given that the Company will ultimately complete a business combination transaction. 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 and subsequent reports filed with the SEC. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Seaport Calibre Materials Acquisition Corp.
212-616-7700