Item 1.01 Entry into a Material Definitive Agreement.






On May 17, 2021, Seaport Global Acquisition Corp. ("SGAC") announced a proposed
business combination (the "Business Combination") between SGAC and Redwood
Intermediate, LLC ("Redbox") pursuant to the terms of a Business Combination
Agreement that the parties entered into on May 16, 2021 (as amended pursuant to
Amendment No. 1, dated as of September 24, 2021, the "Business Combination

Agreement").



Backstop Agreements



In connection with the Business Combination, on October 12, 2021, SGAC entered
into backstop subscription agreements (the "Backstop Agreements") with certain
subscribers (the "Backstop Subscribers"), including affiliates of funds managed
by affiliates of Apollo Global Management, Inc. and Seaport Global SPAC, LLC,
pursuant to which the Backstop Subscribers have agreed, subject to certain
conditions in the Backstop Agreements, to subscribe for and purchase up to an
aggregate of 3,564,356 shares of SGAC's Class A common stock, par value $0.0001
per share, in the event that more than 10,810,644 public shares of SGAC Class A
common stock are submitted for redemption in connection with the Business
Combination, for a purchase price of $10.10 per share. The number of shares to
be purchased pursuant to the Backstop Agreements, in the aggregate, will be
equal to the number of public shares submitted for redemption, if any, in excess
of 10,810,644 (up to 3,564,356 shares). Pursuant to the Backstop Agreements, one
of the subscriber's commitment may be reduced by shares held by it and its
affiliates at the closing of the Business Combination that are not subject to
redemption. The performance of obligations under the Backstop Agreements ensure
that the cash proceeds available to SGAC as of closing equal or exceed the
minimum cash condition under the Business Combination Agreement.



The foregoing description of the Backstop Agreements is subject to and qualified
in its entirety by reference to the full text of the Form of Backstop Agreement,
a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are
incorporated herein by reference.


 Item 8.01. Other Events.

Redbox Automated Retail, LLC's Credit Agreement Amendment





As previously announced, in connection with the Business Combination, on May 16,
2021, Redbox Automated Retail, LLC (the "Borrower") entered into an amendment
(the "Fifth Amendment") to its Credit Agreement, dated as of October 20, 2017
(as amended, the "Credit Agreement"), by and among Redbox, the Borrower, the
lenders party thereto and HPS Investment Partners, LLC, as administrative agent
and collateral agent.  On October 11, 2021, the Borrower entered into a consent
to the Fifth Amendment to make certain additional changes to the Credit
Agreement, which will become effective upon consummation of the Business
Combination, including extending the maturity date of the term loan facilities
and revolving credit facility under the Credit Agreement to April 2024 and
extending the PIK interest option until December 31, 2022 (subject to a minimum
pro forma liquidity).

Supplement to the Definitive Proxy Statement





On September 29, 2021, SGAC filed a definitive proxy statement (the "definitive
proxy statement") for the solicitation of proxies in connection with a special
meeting of SGAC's stockholders to be held on October 20, 2021 (the "Special
Meeting") to consider and vote on, among other proposals, a proposal to approve
the Business Combination.



In order to provide additional information to its stockholders in connection
with the Backstop Agreements, SGAC has determined to supplement the definitive
proxy statement as described in this Current Report on Form 8-K.



                                       2





                  SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT




SGAC is providing additional information to its stockholders, as described in
this Current Report on Form 8-K. These disclosures should be read in connection
with the definitive proxy statement, which should be read in its entirety. To
the extent that the information set forth herein differs from or updates
information contained in the definitive proxy statement, the information set
forth herein shall supersede or supplement the information in the definitive
proxy statement. Defined terms used but not defined herein have the meanings set
forth in the definitive proxy statement and all page references are to pages in
the definitive proxy statement. SGAC makes the following amended and
supplemental disclosures:

1. Certain disclosure on pages vii, 7-8, 51 and 99-100 of the definitive proxy


    statement is hereby amended and restated to read as follows:

We anticipate that, upon completion of the business combination, the voting interests in SGAC will be as set forth in the table below.*







                                                      Assuming          Assuming 25%        Assuming 50%
                               Assuming No            Maximum           Redemption of       Redemption of        Assuming 100%
                              Redemptions of         Redemption            Public              Public            Redemption of
                              Public Shares       Condition(1)(2)

Shares(2)(3) Shares(2)(4) Public Shares(5) SGAC's Public Stockholders

               25.8 %                7.9 %              20.7 %              14.8 %                    -
Initial Stockholders                      6.4 %                8.0 %               6.9 %               7.4 %                  8.7 %
PIPE Investors                            9.0 %               11.1 %               9.6 %              10.3 %                 11.1 %
Redbox Rollover Shares                   58.8 %               72.9 %              62.8 %              67.5 %                 79.7 %

(1) Assumes that holders of 10,810,644 shares of Class A common stock, the

maximum number of shares that may be redeemed by public stockholders before

the Minimum Cash Condition in the Business Combination Agreement would need

to be waived prior to closing of the business combination, exercise their

redemption rights in full.

(2) Percentages may not sum to 100% due to rounding.

(3) Assumes that holders of 3,593,750 shares of Class A common stock, 25% of the

shares that may be redeemed by public stockholders, exercise their redemption

rights in full.

(4) Assumes that holders of 7,187,500 shares of Class A common stock 50% of the

shares that may be redeemed by public stockholders, exercise their redemption

rights in full.

(5) Assumes that the Backstop Amount is fully funded and that (i) 3,069,306

shares of Class A common stock are issued to Apollo, and (ii) 297,030 shares


     of Class A common stock are issued to Sponsor.




*    Upon completion of the business combination, SGAC's public stockholders,
the initial stockholders, the PIPE Investors and the Backstop Subscribers will
hold shares of Class A common stock and Parent will hold Redbox Common Units and
shares of Class B common stock.



                                       3

2. Certain disclosure on page 7 of the definitive proxy statement is hereby


    amended and restated to read as follows:




Backstop Agreements



In connection with the business combination, on October 12, 2021, SGAC entered
into backstop subscription agreements (the "Backstop Agreements") with certain
subscribers (the "Backstop Subscribers"), including affiliates of funds managed
by affiliates of Apollo and Sponsor, pursuant to which the Backstop Subscribers
have agreed, subject to certain conditions in the Backstop Agreements, to
subscribe for and purchase up to an aggregate of 3,564,356 shares of SGAC's
Class A common stock (the "Backstop Amount"), par value $0.0001 per share, in
the event that more than 10,810,644 public shares of SGAC Class A common stock
are submitted for redemption in connection with the business combination, for a
purchase price of $10.10 per share. The number of shares to be purchased
pursuant to the Backstop Agreements, in the aggregate, will be equal to the
number of public shares submitted for redemption, if any, in excess of
10,810,644 (up to 3,564,356 shares). Pursuant to the Backstop Agreements, one of
the subscriber's commitment may be reduced by shares held by it and its
affiliates at the Closing that are not subject to redemption. The performance of
obligations under the Backstop Agreements ensure that the cash proceeds
available to SGAC as of the Closing equal or exceed the Minimum Cash Condition
under the Business Combination Agreement.

For additional information, see "Proposal No. 1 - The Business Combination Proposal - Related Agreements - Backstop Agreements."

3. Certain disclosure on pages 107 of the definitive proxy statement is hereby


    amended and restated to read as follows:




Backstop Agreements



In connection with the business combination, on October 12, 2021, SGAC entered
into the Backstop Agreements with the Backstop Subscribers, pursuant to which
the Backstop Subscribers have agreed, subject to certain conditions in the
Backstop Agreements, to subscribe for and purchase up to an aggregate of
3,564,356 shares of SGAC's Class A common stock in the event that more than
10,810,644 public shares of SGAC are submitted for redemption in connection with
the business combination, for a purchase price of $10.10 per share. The number
of shares to be purchased pursuant to the Backstop Agreements, in the aggregate,
will be equal to the number of public shares submitted for redemption, if any,
in excess of 10,810,644 (up to 3,564,356 shares). Pursuant to the Backstop
Agreements, one of the subscriber's commitment may be reduced by shares held by
it and its affiliates at the Closing that are not subject to redemption. The
performance of obligations under the Backstop Agreements ensure that the cash
proceeds available to SGAC as of the Closing equal or exceed the Minimum Cash
Condition under the Business Combination Agreement.

4. The Definitive Proxy Statement is hereby amended to include a new Annex


    E after Annex D as follows:




                    FORM OF BACKSTOP SUBSCRIPTION AGREEMENT



This BACKSTOP SUBSCRIPTION AGREEMENT (this "Backstop Subscription Agreement") is
entered into as of October [?], 2021, by and between Seaport Global Acquisition
Corp., a Delaware corporation (the "Company"), and the undersigned (the
"Subscriber" or "you"). Defined terms used but not otherwise defined herein
shall have the respective meanings ascribed thereto in the Business Combination
Agreement (as defined below).




WHEREAS, the Company and the other parties named therein entered into that
certain Business Combination Agreement, dated as of May 16, 2021 and amended on
September 24, 2021 (as further amended, modified, supplemented or waived from
time to time in accordance with its terms, the "Business Combination
Agreement"), pursuant to which, among other things, in the manner, and on the
terms and subject to the conditions and exclusions set forth therein, Seaport
Merger Sub LLC, a Delaware limited liability company and a wholly-owned
subsidiary of the Company, will merge with and into Redwood Intermediate, LLC, a
Delaware limited liability company ("Redbox"), on the terms and subject to the
conditions set forth therein (the "Merger" and, together with the other
transactions contemplated by the Business Combination Agreement, the
"Transaction"), with Redbox surviving the Merger as a wholly owned subsidiary of
the Company;



                                       4





WHEREAS, in connection with the Transaction, the Subscriber desires to subscribe
for and purchase from the Company a number of shares of the Company's Class A
Common Stock, par value $0.0001 per share ("Company Common Stock"), equal to (a)
if the aggregate funds redeemed from the Trust Account in connection with the
Acquiror Stockholder Redemption are in excess of $109,187,500.00 (such excess,
the "Shortfall Amount") and the Shortfall Amount equals or exceeds $27,000,000,
(i) $[•], divided by (ii) 10.10, and (b) if the aggregate funds redeemed from
the Trust Account in connection with the Acquiror Stockholder Redemption are in
excess of $109,187,500.00 and the Shortfall Amount is less than $27,000,000, (i)
the Shortfall Amount multiplied by [•]%, divided by (ii) 10.10, for a purchase
price of $10.10 per share (the "Per Share Price"), and the Company desires to
issue and sell to the Subscriber the Shares in consideration of the payment of
the aggregate purchase price equal to the product of (a) the number of Shares to
be purchased and (b) the Per Share Price (the "Applicable Purchase Price") by or
on behalf of the Subscriber to the Company prior to the Closing (as defined
below) in accordance with Section 3.1herein, all on the terms and conditions set
forth herein. Shares of Company Common Stock purchased pursuant to the formula
set forth in the immediately preceding sentence are referred to herein as
"Shares"; and



WHEREAS, concurrently herewith, the Company entered into Backstop Subscription
Agreements with [•] and [•] pursuant to which each of [•] and [•] agree to
subscribe for and purchase, and the Company agrees to issue and sell to each of
[•] and [•], shares of Company Common Stock on the terms and subject to the
terms thereof (such agreements, the "Other Backstop Subscription Agreements").



NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:

1. Subscription. Subject to the terms and conditions hereof, at the Closing, the

Subscriber hereby agrees to subscribe for and purchase, and the Company hereby

agrees to issue and sell to the Subscriber (subject to the prior payment by

the Subscriber of the Applicable Purchase Price in accordance with the terms

herein), the Shares (such subscription and issuance, the "Subscription"). The

Company and the Subscriber acknowledge and agree that the aggregate amount of

the Applicable Purchase Price shall be included in the Aggregate Cash Raised.

2. Representations, Warranties and Agreements.

2.1. The Subscriber's Representations, Warranties and Agreements. To induce the

Company to issue the Shares to the Subscriber, the Subscriber hereby

represents and warrants to the Company and acknowledges and agrees with the


      Company as follows:

2.1.1. The Subscriber (i) is duly organized, validly existing and in good

standing under the laws of its jurisdiction of incorporation or formation,

and (ii) has the requisite power and authority to enter into and perform


        its obligations under this Backstop Subscription Agreement.

2.1.2. This Backstop Subscription Agreement has been duly executed and delivered

by the Subscriber, and assuming the due authorization, execution and

delivery of the same by the Company, this Backstop Subscription Agreement

constitutes the valid and legally binding obligation of the Subscriber,

enforceable against the Subscriber in accordance with its terms, except as

such enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium and similar laws affecting creditors generally


        and by the availability of equitable remedies.

2.1.3. The execution and delivery of this Backstop Subscription Agreement, the . . .

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                                  Description

  10.1        Form of Backstop Subscription Agreement, dated October 12, 2021, by
            and among Seaport Global Acquisition Corp. and the Backstop
            Subscribers.

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