UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021



	☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39741

Seaport Global Acquisition Corp.

(Exact name of registrant as specified in its charter)



Delaware		85-2157010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)


360 Madison Avenue, 20^th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-616-7700

Not Applicable

(Former name or former address, if changed since last report)

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 and three-quarters of one Redeemable Warrant	SGAMU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	SGAM	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	SGAMW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

As of August 13, 2021, 14,375,000 shares of Class A common stock, par value $0.0001 per share, and 3,593,750 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020 (Audited)	3

	Unaudited Condensed Statement of Operations for the Three and Six Months Ended June 30, 2021	4

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021	5

	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26


	June 30,		December 31,
	2021		2020
	(unaudited)
Assets:
Current Assets:
Cash	$	277,344	$	948,584
Prepaid Expenses		214,020		308,515
Total current assets		491,364		1,257,099
Other assets		32,511		—
Cash and securities held in Trust Account		145,216,200		145,194,202
Total Assets	$	145,740,075	$	146,451,301

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	311,342	$	118,844
Due to related party		—		10,000
Total current liabilities		311,342		128,844
Deferred underwriting fee		5,031,250		5,031,250
Warrant liability		15,122,142		17,322,751
Total liabilities		20,464,734		20,482,845

Commitments
Class A common stock subject to possible redemption,11,908,450 and 11,779,055 shares at redemption value of $10.10 at June 30, 2021 and December 31, 2020, respectively		120,275,340		118,968,455

Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,466,550 and 2,595,945 shares issued and outstanding (less shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		246		260
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,593,750 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		359		359
Additional paid-in capital		3,821,786		2,901,952
Retained earnings		1,177,610		2,097,430
Total stockholders’ equity		5,000,001		5,000,001
Total Liabilities and Stockholders’ Equity	$	145,740,075	$	146,451,301


	For the Three		For the Six
	Months Ended		Months Ended
	June 30, 2021		June 30, 2021
Operating costs	$	762,614	$	915,721
Loss from Operations		(762,614)		(915,721)

Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		4,740		21,998
Change in fair value of warrant liability		(3,063,950)		2,200,609
Total other income (expense)		(3,059,210)		2,222,607

Net income (loss)	$	(3,821,824)	$	1,306,886

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		12,282,690		12,035,069
Basic and diluted net income per share	$	—	$	—

Basic and diluted weighted average shares outstanding, non-redeemable common stock		5,686,060		5,933,681
Basic and diluted net income (loss) per non-redeemable common share	$	(0.67)	$	0.22


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Retained		Stockholder’s
	Stock	Amount		Stock	Amount		Capital		Earnings		Equity
Balance as of January 1, 2021	2,595,945	$	260	3,593,750	$	359	$	2,901,952	$	2,097,430	$	5,000,001
Net income	—		—	—		—		—		5,128,710		5,128,710
Change in common stock subject to possible redemption	(507,793)		(52)	—		—		(5,128,658)		—		(5,128,710)
Reclassification of deficit to retained earnings	—		—	—		—		2,226,706		(2,226,706)		—
Balance as of March 31, 2021	2,088,152	$	208	3,593,750	$	359	$	—	$	4,999,434	$	5,000,001
Net loss	—		—	—		—		—		(3,821,824)		(3,821,824)
Change in common stock subject to possible redemption	378,398		38	—		—		3,821,786		—		3,821,824
Balance as of June 30, 2021	2,466,550	$	246	3,593,750	$	359	$	3,821,786	$	1,177,610	$	5,000,001


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest earned on marketable securities held in Trust Account	$	4,740	$	21,998
Less: Company’s portion available to pay taxes		(4,740)		(21,998)
Net income allocable to shares subject to possible redemption		—		—
Denominator: Weighted Average Redeemable Class A Common Stock
Basic and diluted weighted average shares outstanding		12,282,690		12,035,069
Basic and diluted net income per share	$	0.00	$	0.00
Non-Redeemable Class A and Class B Common Stock
Numerator: Net Income Minus Net Earnings
Net income (loss)	$	(3,821,824)	$	1,306,886
Less: Income attributable to Class A common stock subject to possible redemption		—		—
Adjusted net income (loss)	$	(3,821,824)	$	1,306,886
Denominator: Weighted Average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding		5,686,060		5,933,681
Basic and diluted net income (loss) per share	$	(0.67)	$	0.22


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	—	$	—	$	—	$	—
U.S Treasury Securities held in Trust Account		145,216,200		145,216,200		—		—
	$	145,216,200	$	145,216,200	$	—	$	—
Liabilities:
Public Warrants Liability	$	9,271,875	$	9,271,875	$	—	$	—
Private Warrants Liability		5,850,267		—		—		5,850,267
	$	15,122,142	$	9,271,875	$	—	$	5,850,267


Inputs	June 30, 2021			December 31, 2020
Risk-free interest rate		0.95	%		0.5	%
Expected term remaining (years)		5.47			5.96
Expected volatility		14.8	%		16.2	%
Stock price	$	9.96		$	10.02

Exhibit Number		Description

2.1		Business Combination Agreement, dated as of May 16, 2021, by and among Seaport Global Acquisition Corp., Seaport Merger Sub, LLC, Redwood Holdco, LP, and Redwood Intermediate, LLC, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K with the SEC on May 17, 2021.
3.1		Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K with the SEC on December 3, 2020.
3.2		Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 with the SEC on October 13, 2020.
4.1		Warrant Agreement, dated November 27, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K with the SEC on December 3, 2020.
10.1		Sponsor Support Agreement, dated May 16, 2021, by and among Seaport Global Acquisition Corp., Seaport Global SPAC, LLC, and Redwood Intermediate, LLC, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K with the SEC on May 17, 2021.
10.2		Sponsor Lock-up Agreement, dated May 16, 2021, by and among Seaport Global Acquisition Corp. and Seaport Global SPAC, LLC, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K with the SEC on May 17, 2021.
10.3		Parent Lock-up Agreement, dated May 16, 2021, by and among Seaport Global Acquisition Corp. and Redwood Holdco, LP, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K with the SEC on May 17, 2021.
10.4		Form of Subscription Agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K with the SEC on May 17, 2021.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

SEC Form 10-Q filed by Seaport Global Acquisition Corp.