As filed with the Securities and Exchange Commission on August 12, 2022
Registration No. 333-261899
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-261899
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REDBOX ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
Delaware | 83-2157010 |
(State or other jurisdiction of | (IRS Employer Identification No.) |
1 Tower Lane, Suite 800
Oakbrook Terrace, IL 60181
(630) 756-8000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Seaport Global Acquisition Corp. 2021 Omnibus Incentive Plan
(Full titles of plans)
Galen C. Smith
1 Tower Lane, Suite 800
Oakbrook Terrace, IL 60181
(630) 756-8000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Frederick W. Stein, Esq.
1 Tower Lane, Suite 800
Oakbrook Terrace, IL 60181
(630) 756-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (do not check if a smaller reporting company) | Smaller reporting company x Emerging growth company x |
DEREGISTRATION OF SECURITIES
Redbox Entertainment Inc., a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission (the “SEC”) this post-effective amendment (the “Post-Effective Amendment”) to deregister the shares of Class A common stock, par value $0.0001 per share, of the Registrant (the “Shares”) previously registered under the following Registration Statements on Form S-8 (the “Registration Statement”), together with any and all plan interests and other securities registered thereunder:
On August 11, 2022, pursuant to the terms of Merger Agreement, dated as of May 10, 2022, by and among the Registrant, Chicken Soup for the Soul Entertainment Inc. (“CSSE”), RB First Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of CSSE, RB Second Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CSSE (“Merger Sub LLC”), Redwood Opco Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of CSSE and Redwood Intermediate LLC, a Delaware limited liability company (the “Merger Agreement”), Registrant merged with and into Merger Sub LLC and became a wholly owned subsidiary of CSSE. As a result of the mergers under the Merger Agreement, the offering pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused the Post-Effective Amendments to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oakbrook Terrace, State of Illinois, on August 12, 2022.
| REDBOX ENTERTAINMENT INC. | ||
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| By: | /s/ Galen C. Smith | |
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| Name: | Galen C. Smith |
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| Title: | Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
