0001863428 SCMA:UnitseachconsistingofoneshareofClassAcommonstockDollar0.0001parvalueandonehalfofoneredeemablewarrantMember 2021-12-17 2021-12-17
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 of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
| | |
| 360 Madison Avenue, 20th Floor | | |
| New York, NY | | 10017 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 616-7700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 Securities Exchange Act of 1934:
| 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, $0.0001 par value, and one-half of one redeemable warrant | | SCMAU | | The Nasdaq Stock Market LLC |
| Shares of Class A common stock, included as part of the units | | SCMA | | The Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | SCMAW | | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
On December 17, 2021, Seaport Calibre Materials Acquisition Corp. (the “Company”) announced that the holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and redeemable warrants included in the Units commencing on December 20, 2021. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “SCMAU”. Any underlying shares of Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “SCMA” and “SCMAW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements 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.
| Dated: December 17, 2021 | |
| | |
| | SEAPORT CALIBRE MATERIALS ACQUISITION CORP. |
| | |
| | By: | /s/ Jim Tumulty |
| | Name: | Jim Tumulty |
| | Title: | Chief Executive Officer |
