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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Seaport Calibre Materials Acquisition Corp - Class A
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
SC 13G/A 1 fortbakerscma13ga2.htm FORTBAKERSCMA13GA2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Seaport Calibre Materials Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 812204204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St |
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| February 9, 2024 |
SC 13G/A 1 scmaa120824.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seaport Calibre Materials Acquisition Corp (Name of Issuer) Class A Shares (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
fortbakerscma13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Seaport Calibre Materials Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 812204204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) ¨ Rule |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40975 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. (Exact name of registr |
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| February 13, 2023 |
US8122041051 / Seaport Calibre Materials Acquisition Corp. / Centiva Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 10, 2023 |
SC 13G/A 1 scma13ga31dec2022.htm CUSIP NO. 812204105 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SEAPORT CALIBRE MATERIALS ACQUISITION CORP. - (Name of Issuer) Class A common stock, |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Seaport Calibre Materials Acquisition Corp (Name of Issuer) Class A Shares (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 6, 2023 |
US8122041051 / Seaport Calibre Materials Acquisition Corp. / Centiva Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 1, 2023 |
Exhibit 99.1 Seaport Calibre Materials Acquisition Corp. Announces It Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, February 1, 2023 – Seaport Calibre Materials Acquisition Corp. (Nasdaq: SCMA) (the “Company”) announced today that, because the Company will not consummate an initial business combination within the time period required by its Amended |
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| February 1, 2023 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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 31, 2023 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40975 86-3426874 (State or other jurisdiction |
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| January 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| January 31, 2023 |
SC 13G/A 1 p23-0377sc13ga.htm SEAPORT CALIBRE MATERIALS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2022 (Date o |
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| January 30, 2023 |
Form of Voting and Non-Redemption Agreement EX-10.1 2 tm234833d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [•], 2023 by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Section 7 and 8. SPAC and Shareholder are col |
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| January 30, 2023 |
Form of Voting and Non-Redemption Agreement EX-10.1 2 tm234833d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of [•], 2023 by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned shareholder of SPAC (“Shareholder”), and with respect to Section 7 and 8. SPAC and Shareholder are col |
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| January 30, 2023 |
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 incor |
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| January 30, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 incor |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| January 26, 2023 |
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 |
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| January 26, 2023 |
Press Release dated January 26, 2023 EX-99.1 2 tm234481d1ex99-1.htm EX-99.1 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, |
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| January 26, 2023 |
SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS EX-99.1 2 tm234481d1ex99-1.htm EXHIBIT 99.1 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, |
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| January 26, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 |
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| January 26, 2023 |
US8122041051 / Seaport Calibre Materials Acquisition Corp. / Kepos Capital LP Passive Investment SC 13G/A 1 p23-0168sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statem |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| January 6, 2023 |
January 6, 2023 Via edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jeffrey Lewis Kristi Marrone Mary Beth Breslin Re: Seaport Calibre Materials Acquisition Corp. Form 10-K for the fiscal year ended December 31, 2021 Filed March 31, 2022 File No. 001-40975 Preliminary Proxy Statement on Schedule 14A Filed December 30, |
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| December 30, 2022 |
PRE 14A 1 tm2233764-1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru |
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| December 14, 2022 |
EX-10.2 3 tm2232659d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR |
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| December 14, 2022 |
EX-10.1 2 tm2232659d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR |
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| December 14, 2022 |
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): December 12, 2022 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40975 86-3426874 (State or other jurisdiction |
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| November 14, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 13, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
Description of Registered Securities* EX-4.5 2 scmau-20211231xex4d5.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES The following descriptions of securities of Seaport Calibre Materials Acquisition Corp. (the “company,” “we” or “us”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the company’s amended and restated certificate of incorporation, bylaws and the company’s |
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| March 31, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2022 |
SC 13G 1 fortbakerscma13g.htm FORTBAKERSCMA13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Seaport Calibre Materials Acquisition Corp (Name of Issuer) Class A Common Stock (Title of Class of Securities) 812204204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement |
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| February 14, 2022 |
US8122042042 / Seaport Calibre Materials Acquisition Corp. / Centiva Capital, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 11, 2022 |
SC 13G/A 1 scma13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 812204204 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box |
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| February 4, 2022 |
SC 13G 1 p22-0450sc13g.htm SEAPORT CALIBRE MATERIALS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204105 (CUSIP Number) December 31, 2021 (Date of even |
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| January 28, 2022 |
Converted by EDGARwiz CUSIP NO. 812204105 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SEAPORT CALIBRE MATERIALS ACQUISITION CORP. - (Name of Issuer) Class A common stock, par value $ |
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| December 17, 2021 |
Financial Statements and Exhibits, Other Events 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): December 17, 2021 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40975 86-3426874 (State or other jurisdiction |
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| December 17, 2021 |
EX-99.1 2 tm2135761d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A COMMON STOCK AND WARRANTS, COMMENCING ON DECEMBER 20, 2021 New York, NY, December 17, 2021 – Seaport Calibre Materials Acquisition Corp. (Nasdaq: SCMAU) (the “Company”) announced today that, commencing on December 20, 2021, holders of the units (the “U |
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| December 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2021 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as specified in its charter) 001-40975 (Commission File Number) Delaware 86-3426874 (State |
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| November 12, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - SEAPORT CALIBRE MATERIALS ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204204** (CUSIP Number) November 1, 2021 (Date of event which requires filing of this statement) Check the appropriate box t |
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| November 8, 2021 |
SC 13G 1 seaportcalibre13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 8122042041 (CUSIP Number) October 28, 2021 (Date of Event Which Requires Filing of this Stat |
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| November 5, 2021 |
SEAPORT CALIBRE MATERIALS ACQUISITION CORP EXHIBIT 99.1 SEAPORT CALIBRE MATERIALS ACQUISITION CORP PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Seaport Calibre Materials Acquisition Corp. Opinion on the Financial Statements We have audited the |
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| November 5, 2021 |
Financial Statements and Exhibits, Other Events 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): November 5, 2021 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40975 86-3426874 (State or other jurisdiction of incor |
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| November 4, 2021 |
=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 2, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 812204204 (CUSIP Number) October 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| November 2, 2021 |
Exhibit 99.1 Seaport Calibre Materials Acquisition Corp. Announces Pricing of $130 Million Initial Public Offering New York, NY, October 27, 2021 — Seaport Calibre Materials Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 13,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq Global Market under |
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| November 2, 2021 |
8-K 1 tm2131413d18k.htm FORM 8-K 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): October 27, 2021 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40975 86-3426 |
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| November 2, 2021 |
EX-10.5 10 tm2131413d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 October 27, 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Calibr |
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| November 2, 2021 |
EX-4.1 5 tm2131413d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 27, 2021, is by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer |
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| November 2, 2021 |
Exhibit 1.2 Seaport Global Securities LLC 360 Madison Avenue New York, NY 10017 October 27, 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Attn: Jim Tumulty, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Seaport Calibre Materials Acquisition Corp., a Delaware corporation (“Company”), has requested Seaport |
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| November 2, 2021 |
EX-10.4 9 tm2131413d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 27, 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Asset Management, LLC, a Delaware limited liability c |
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| November 2, 2021 |
EX-10.1 6 tm2131413d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”) and SGAM Sponsor Sub, LLC, a Delaware lim |
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| November 2, 2021 |
EX-10.3 8 tm2131413d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 27, 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trust |
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| November 2, 2021 |
Exhibit 10.7 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. 360 Madison Avenue, 20th Floor New York, NY 10017 October 27, 2021 Seaport Global Asset Management, LLC 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Seaport Calibre Materials Acquisition Corp. (the “Company”) and Calibre Group, LLC (“Sponsor” |
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| November 2, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. October 27, 2021 Seaport Calibre Materials Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Calibre Materials Acquisition Corp.”. The original certi |
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| November 2, 2021 |
Administrative Support Agreement, dated October 27, 2021, between the Company and Calibre Group, LLC EX-10.6 11 tm2131413d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, |
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| November 2, 2021 |
EX-10.2 7 tm2131413d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 27, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”) and Calibre Sponsor Sub, LLC, a Delaware |
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| November 2, 2021 |
Exhibit 1.1 Seaport Calibre Materials Acquisition Corp. 13,000,000 Units Underwriting Agreement October 27, 2021 Seaport Global Securities LLC 360 Madison Avenue, 22nd Floor New York, NY 10017 Ladies and Gentlemen: Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreement?), to issue |
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| November 1, 2021 |
Arena Investors LP - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Seaport Calibre Materials Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 812204204 (CUSIP Number) October 28, 2021 (Date of Event which Requires Filing of this Statement) Check the appro |
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| November 1, 2021 |
EX-99.1 2 tm2131480d1ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Artemis Strategic Investmen |
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| October 29, 2021 |
$130,000,000 Seaport Calibre Materials Acquisition Corp. 13,000,000 Units TABLE OF CONTENTS PROSPECTUS $130,000,000 Seaport Calibre Materials Acquisition Corp. |
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| October 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-3426874 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe |
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| October 25, 2021 |
Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 October 25, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowksi Re: Seaport Calibre Materials Acquisition Corp. Registration Statement on Form S-1 File No. 333-258024 Ms. Bednarowski: Pursuant to Rule 461 |
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| October 25, 2021 |
CORRESP 1 filename1.htm Seaport Global Securities LLC 360 Madison Avenue, 22nd Floor New York, NY 10017 October 25, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski Re: Seaport Calibre Materials Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Regis |
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| October 20, 2021 |
EX-10.2 7 tm2119088d8ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trus |
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| October 20, 2021 |
Exhibit 10.1 [ ], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation |
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| October 20, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 19, 2021 under the Securities Act of 1933, as amended. Registration No. 333-258024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as s |
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| October 20, 2021 |
Form of Business Combination Marketing Agreement* Exhibit 1.2 Seaport Global Securities LLC 360 Madison Avenue New York, NY 10017 [●], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Attn: Jim Tumulty, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Seaport Calibre Materials Acquisition Corp., a Delaware corporation (“Company”), has requested Seaport Global |
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| October 20, 2021 |
EX-4.4 4 tm2119088d8ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer |
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| October 20, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 Seaport Calibre Materials Acquisition Corp. 13,000,000 Units Underwriting Agreement Seaport Global Securities LLC [•], 2021 360 Madison Avenue, 22nd Floor New York, NY 10017 Ladies and Gentlemen: Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sel |
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| October 20, 2021 |
Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Asset Management, LLC, a Delaware limited liability company (“SGAM”), Calibre Group, LLC, a Delaw |
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| September 29, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 Seaport Calibre Materials Acquisition Corp. 15,000,000 Units Underwriting Agreement Seaport Global Securities LLC [•], 2021 360 Madison Avenue, 22nd Floor New York, NY 10017 Ladies and Gentlemen: Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sel |
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| September 29, 2021 |
Form of Amended and Restated Certificate of Incorporation* EX-3.2 3 tm2119088d6ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. [ ], 2021 Seaport Calibre Materials Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Calibre Mater |
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| September 29, 2021 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 29, 2021 under the Securities Act of 1933, as amended. Registration No. 333-258024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as |
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| September 29, 2021 |
Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration st |
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| September 29, 2021 |
EX-4.4 4 tm2119088d6ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer |
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| September 29, 2021 |
EX-10.4 7 tm2119088d6ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Asset Management, LLC, a Delaware limited liability |
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| September 29, 2021 |
Exhibit 10.1 [ ], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation |
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| August 13, 2021 |
Exhibit 10.1 [ ], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation |
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| August 13, 2021 |
Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the ?Company?), and Seaport Global Asset Management, LLC, a Delaware limited liability company (?SGAM?), Calibre Group, LLC, a Delaw |
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| August 13, 2021 |
S-1/A 1 tm2119088-3s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 13, 2021 under the Securities Act of 1933, as amended. Registration No. 333-258024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Calibre Materials Acquisition Corp. |
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| August 13, 2021 |
Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged |
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| August 13, 2021 |
Exhibit 10.3 FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”) and Seaport Global Asset Management, LLC, a Delaware limited liability company (the “ |
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| July 19, 2021 |
Exhibit 10.1 [ ], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue 20th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation |
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| July 19, 2021 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Seaport Calibre Materials Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo |
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| July 19, 2021 |
Specimen Class A Common Stock Certificate** EX-4.2 8 tm2119088d2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 812204 105 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SEAPORT CALIBR |
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| July 19, 2021 |
Exhibit 10.3 FORM OF PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the ?Company?) and Seaport Global Asset Management, LLC, a Delaware limited liability company (the ? |
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| July 19, 2021 |
Form of Amended and Restated Certificate of Incorporation* EX-3.2 5 tm2119088d2ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. [ ], 2021 Seaport Calibre Materials Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Seaport Calibre Mater |
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| July 19, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Seaport Calibre Materials Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo |
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| July 19, 2021 |
Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration st |
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| July 19, 2021 |
Exhibit 10.7 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. 360 Madison Avenue, 20th Floor New York, NY 10017 [ ], 2021 Seaport Global Asset Management, LLC 360 Madison Avenue, 20th Floor New York, NY 10017 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Seaport Calibre Materials Acquisition Corp. (the “Company”) and Seaport Global Asset Management, LLC |
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| July 19, 2021 |
Specimen Warrant Certificate** Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SEAPORT CALIBRE MATERIALS ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 812204 113 Warrant Certificate This Warrant Certificate certifies that , or registered |
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| July 19, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 812204 204 SEAPORT CALIBRE MATERIALS ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) c |
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| July 19, 2021 |
Certificate of Incorporation** EX-3.1 4 tm2119088d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is Seaport Calibre Materials Acquisit |
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| July 19, 2021 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar |
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| July 19, 2021 |
Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [ ], 2021, is by and between Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged |
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| July 19, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Seaport Calibre Materials Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo |
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| July 19, 2021 |
Exhibit 10.4 FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), and Seaport Global Asset Management, LLC, a Delaware limited liability company (“SGAM”), Calibre Group, LLC, a Delaw |
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| July 19, 2021 |
Form of Underwriting Agreement* EX-1.1 2 tm2119088d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Seaport Calibre Materials Acquisition Corp. 15,000,000 Units Underwriting Agreement Seaport Global Securities LLC , 2021 360 Madison Avenue, 22nd Floor New York, NY 10017 Ladies and Gentlemen: Seaport Calibre Materials Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreeme |
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| July 19, 2021 |
Form of Business Combination Marketing Agreement** Exhibit 1.2 Seaport Global Securities LLC 360 Madison Avenue New York, NY 10017 July [?], 2021 Seaport Calibre Materials Acquisition Corp. 360 Madison Avenue, 20th Floor New York, NY 10017 Attn: Jim Tumulty, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement whereby Seaport Calibre Materials Acquisition Corp., a Delaware corporation (?Company?), has requested Seaport Gl |
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| July 19, 2021 |
S-1 1 tm2119088d2s1.htm FORM S-1 As filed with the U.S. Securities and Exchange Commission on July 19, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Calibre Materials Acquisition Corp. (Exact name of registrant as specified in i |
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| July 19, 2021 |
SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ARTICLE I EX-3.3 6 tm2119088d2ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of Seaport Calibre Materials Acquisition Corp. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office |
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| July 19, 2021 |
Promissory Note, dated May 13, 2021, issued to Seaport Global Asset Management, LLC** Exhibit 10.6 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| June 11, 2021 |
This draft registration statement is being submitted confidentially to the U.S. Securities and Exchange Commission on June 11, 2021 and is not being publicly filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Seaport Calibre Materials Acqui |
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| June 11, 2021 |
SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ARTICLE I EX-3.3 3 filename3.htm Exhibit 3.3 BYLAWS OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of Seaport Calibre Materials Acquisition Corp. (the “Corporation”) within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation |
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| June 11, 2021 |
CERTIFICATE OF INCORPORATION SEAPORT CALIBRE MATERIALS ACQUISITION CORP. EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SEAPORT CALIBRE MATERIALS ACQUISITION CORP. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is Seaport Calibre Materials Acquisition Corp. (the “Cor |
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| June 11, 2021 |
EX-10.7 4 filename4.htm Exhibit 10.7 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE |
