10-12B/A 1 seaportentertainment-form1.htm 10-12B/A Document

As filed with the Securities and Exchange Commission on July 23, 2024
File No. 001-42113
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
SEAPORT ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
93-1869991
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
199 Water Street, 28th Floor
New York, NY
10038
(Address of principal executive offices)(Zip Code)
(212) 732-8257
(Registrant’s telephone number, including area code)
Copies to:
Michael Haas, Esq.
Julian Kleindorfer, Esq.
Abigail Smith, Esq.
Alexa Berlin, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
(212) 906-1200 (Phone)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registeredName of each exchange on which each class is to be registered
Common Stock, par value $0.01 per share
NYSE American LLC
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☒
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 7(a)(2)(B) of the Securities Act. ☒


INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Registration Statement on Form 10 is incorporated herein by reference to specifically identified portions of the information statement filed herewith as Exhibit 99.1 (the “Information Statement”). None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless specifically incorporated by reference.
Item 1. Business 
The information required by this Item 1 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Information,” “The Separation and Distribution,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions,” “Material U.S. Federal Income Tax Consequences of the Distribution to U.S. Holders,” “Description of Certain Indebtedness” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors 
The information required by this Item 1A is contained in the sections of the Information Statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Information.” Those sections are incorporated herein by reference.
Item 2. Financial Information 
The information required by this Item 2 is contained in the sections of the Information Statement entitled “Summary Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections (including the financial statements and related notes referenced therein) are incorporated herein by reference.
Item 3. Properties  
The information required by this Item 3 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Those sections are incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management 
The information required by this Item 4 is contained in the sections of the Information Statement entitled “Management” and “Security Ownership of Certain Beneficial Owners and Management.” Those sections are incorporated herein by reference.
Item 5. Directors and Executive Officers 
The information required by this Item 5 is contained in the section of the Information Statement entitled “Management.” That section is incorporated herein by reference.
Item 6. Executive Compensation 
The information required by this Item 6 is contained in the sections of the Information Statement entitled “Management,” “Executive Compensation” and “Director Compensation.” Those sections are incorporated herein by reference.


Item 7. Certain Relationships and Related Transactions, and Director Independence 
The information required by this Item 7 is contained in the sections of the Information Statement entitled “Information Statement Summary—The Separation and Distribution,” “Management,” “Certain Relationships and Related Party Transactions,” “Risk Factors—Risks Related to the Separation and Our Relationship with HHH” and “The Separation and Distribution.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings 
The information required by this Item 8 is contained in the section of the Information Statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters 
The information required by this Item 9 is contained in the sections of the Information Statement entitled “Information Statement Summary,” “The Separation and Distribution,” “Dividend Policy,” “Management” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities 
The information required by this Item 10 is contained in the sections of the Information Statement entitled “Information Statement Summary—The Separation and Distribution—Our Post-Separation Relationship with HHH,” “The Separation and Distribution,” “Certain Relationships and Related Party Transactions” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered 
The information required by this Item 11 is contained in the sections of the Information Statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers 
The information required by this Item 12 is contained in the section of the Information Statement entitled “Description of Capital Stock—Anti-Takeover Effects of Various Provisions of Delaware Law, our Certificate of Incorporation and Bylaws and the Investor Rights Agreement—Indemnification of Directors and Officers.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data 
The information required by this Item 13 is contained in the sections of the Information Statement entitled “Summary Historical and Unaudited Pro Forma Combined Financial Data,” “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial statements and related notes referenced therein). Those sections (including the financial statements and related notes referenced therein) are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
Not applicable.
Item 15. Financial Statements and Exhibits 
(a) Financial Statements
The information required by this Item 15(a) is contained in the sections of the Information Statement entitled “Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” (and the financial


statements and related notes referenced therein). Those sections (including the financial statements and related notes referenced therein) are incorporated herein by reference.
(b) Exhibits
The following documents are filed as exhibits hereto:
Exhibit
Number		Exhibit Description
2.1*
3.1
3.2
10.1
10.2
10.3*
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19


10.20
10.21
10.22
10.23
10.24
10.25+
10.26+
10.27+
10.28+
10.29*
21.1
99.1*
99.2
_______________
*Filed herewith.
+       Management contract, compensatory plan or arrangement.


SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
SEAPORT ENTERTAINMENT GROUP INC.
By:
/s/ Anton D. Nikodemus
Name: Anton D. Nikodemus
Title: Chief Executive Officer
Date: July 23, 2024