Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 17 2022 - 08:53AM
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): June 17,
2022
Redbox Entertainment Inc.
(Exact name of registrant as
specified in its charter)
Delaware (State or other
jurisdiction
of incorporation ) |
001-39741 (Commission
File Number) |
85-2157010 (IRS
Employer
Identification No.) |
1 Tower Lane, Suite 800
Oakbrook Terrace, Illinois 60181
(Address, including Zip Code, of Principal Executive Offices)
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(630) 756-8000 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:
x |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
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 |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
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RDBX |
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The Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
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RDBXW |
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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 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
¨
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Item 1.01 |
Entry into a Material Definitive Agreement |
Warrant Exercise Agreement
On June 17, 2022, Redbox Entertainment Inc., a Delaware
corporation (the “Company”) entered into a Warrant Exercise Letter
Agreement (the “Warrant Exercise Agreement”) with Seaport Global
SPAC, LLC, a Delaware limited liability company (“Seaport”),
pursuant to which, Seaport and the Company agreed that:
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1. |
Seaport will exercise,
or cause its affiliate to exercise, an aggregate of 1,000,000
private placement warrants, which Seaport and certain of its
affiliates purchased pursuant to that certain Private Placement
Warrant Agreement, dated November 27, 2020 (the “Private
Placement Warrants”), on a cash basis as soon as practicable,
and in no event later than four (4) business days
following the date of this report. The exercise price for each
warrant is $11.50 per share. The Company will receive $11.5 million
in cash from the exercise of the warrants by Seaport. The Company
will not receive any proceeds from the sale of the shares
underlying such warrants. |
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2. |
The
Company will waive any applicable transfer restrictions set forth
in any contract in existence as of the date of the Warrant Exercise
Agreement to which the Company and Seaport are parties, including
without limitation that certain Voting and Support Agreement dated
as of April 15, 2022 and that certain Sponsor Lock-Up
Agreement dated as of May 16, 2021, to the extent necessary to
permit (i) the sale of the 1,005,197 Private Placement
Warrants by Seaport to certain investors to whom Seaport previously
transferred such Private Placement Warrants and the sale by such
transferees of such Private Placement Warrants, and (ii) to
permit the sale by Seaport and/or its affiliates of the 1,000,000
shares of Class A common stock of the Company to be received
by Seaport upon the exercise of the Private Placement Warrants
described in paragraph 1 above, provided, however, that such
sale may not occur until one (1) business day following the
date of this report. |
The foregoing description of the Warrant Exercise Agreement does
not purport to be complete and is qualified in its entirety by the
full text of the Warrant Exercise Letter Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein
by reference.
Further, the Company may consider and agree to release Seaport or
other security holders of their transfer restrictions with respect
to the common stock or warrants of the Company held by such
security holders. Any such release could have an adverse impact on
the trading price for such securities.
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Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirement 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:
June 17, 2022 |
REDBOX
ENTERTAINMENT INC. |
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By: |
/s/
Frederick
W. Stein |
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Frederick
W. Stein |
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Chief
Legal Officer and Secretary |
Exhibit 2.1
[SEAPORT
HEADER]
June 17, 2022
VIA EMAIL
Redbox Entertainment Inc.
c/o Galen C. Smith
1 Tower Lane
Suite 800
Oakbrook Terrace, IL 60181
Re: Warrant Exercise Letter Agreement
Ladies and Gentlemen:
WHEREAS, Seaport Global SPAC, LLC, a Delaware limited liability
company (“Seaport”) and Redbox Entertainment Inc., a
Delaware corporation (f/k/a Seaport Global Acquisition Corp., the
“Company”) entered into that certain Private Placement
Warrant Purchase Agreement, dated November 27, 2020 (the
“Warrant Agreement”), pursuant to which Seaport and certain
of its affiliates purchased warrants of the Company (the
“Private Placement Warrants”). Each capitalized term used
and not otherwise defined herein has the meaning ascribed to such
term in the Warrant Agreement; and
WHEREAS, the parties hereto desire to enter into this Letter
Agreement (this “Letter Agreement”).
NOW, THEREFORE, for good and valuable consideration, including as
set forth in this Letter Agreement, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby covenant and
agree as follows:
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1. |
Commitment to Exercise Warrants. Seaport hereby agrees
that it will exercise, or will cause its affiliates to exercise, an
aggregate of 1,000,000 Private Placement Warrants on a cash basis
as soon as practicable, and in no event later than four
(4) business days following the date on which the Company
discloses this Letter Agreement in a Current Report on
Form 8-K. |
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2. |
Limited Waiver of Applicable Transfer Restrictions. By
signing and returning a counterpart to this Letter Agreement, the
Company agrees to waive any applicable transfer restrictions set
forth in any contract in existence as of the date hereof to which
the Company and Seaport are parties, including without limitation
that certain Voting and Support Agreement dated as of
April 15, 2022 and that certain Sponsor Lock-Up Agreement
dated as of May 16, 2021, only to the extent necessary to
permit the following actions of Seaport and certain of its
affiliates: |
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a. |
The sale of 520,042 Private Placement Warrants by Seaport and
certain of its affiliates on June 13 and 14, 2022; |
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b. |
The sale by Thomas Bernard of 485,155 Private Placement
Warrants on June 14, 2022; and |
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c. |
The sale by Seaport and/or its affiliates of the 1,000,000
shares of Class A common stock of the Company to be received
by Seaport and/or its affiliates upon the exercise of the Private
Placement Warrants described in Section 1 hereof; provided,
however, that such sale may not occur until one (1) business
day following the date on which the Company discloses this Letter
Agreement in a Current Report on Form 8-K. |
This Letter Agreement will be exclusively governed by and construed
and enforced in accordance with the laws of the State of New York,
without regard to conflicts of law principles thereof. This Letter
Agreement shall not be construed as a consent by the Company to any
actions of Seaport and/or its affiliates other than the three
transactions specifically identified in Section 3 hereof.
This Letter Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce
or account for more than one such counterpart.
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Sincerely, |
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SEAPORT GLOBAL
SPAC, LLC, |
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a
Delaware limited liability company |
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By: |
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Name: |
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Title: |
Acknowledged and agreed by: |
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REDBOX
ENTERTAINMENT INC., |
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a
Delaware corporation |
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By: |
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Name: |
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Title: |
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