Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 14, 2023, Seaport Global Acquisition II Corp. (the "Company") filed an amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the State of Delaware. The Amendment is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 13, 2023, the Company held a special meeting of shareholders (the "Meeting") to approve the Extension Amendment Proposal, the Trust Amendment Proposal (collectively, the "Extension Proposals"), the Founder Share Amendment Proposal, and the Adjournment Proposal, each as more fully described in its definitive proxy statement, filed with United States Securities and Exchange Commission (the "Commission") on January 24, 2023.

The final voting results for the Extension Proposals were as follows:

Proposal No. 1: The Extension Amendment Proposal: To amend the Company's amended and restated certificate of incorporation by allowing the Company to extend the date by which it has to consummate a business combination for an additional six (6) months, from February 19, 2023 to August 19, 2023, or such earlier date as determined by the Company's board of directors, conditioned on the deposit of 200,000 shares of Class B common stock into the Company's IPO Trust Account.





   FOR         AGAINST     ABSTAIN
15,604,526     378,781        0

Proposal No. 2 The Trust Amendment Proposal: To amend the Investment Management Trust Agreement, dated November 17, 2021, by and between the Company and Continental Stock Transfer & Company to authorize the Extension and its implementation by the Company.





   FOR         AGAINST     ABSTAIN
15,660,047     323,260        0

Proposal 3: Founder Share Amendment Proposal. To amend the Company's amended and restated certificate of incorporation to provide for the right of a holder of Class B Common Stock of the Company to convert into Class A Common Stock on a one-for-one basis prior to the closing of a business combination at the election of the holder.





   FOR         AGAINST     ABSTAIN
15,732,016     251,290        1

Proposal No. 4: The Adjournment Proposal. The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Meeting to solicit additional proxies. As sufficient shares were voted in favor of the Extension Proposals, this proposal was not voted upon at the Meeting.

In connection with the vote to approve the Extension Proposals, the holders of 10,125,252 public shares of common stock of the Company properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.27 per share, for an aggregate redemption amount of approximately $103.9 million.




Item 8.01 Other Events.

On February 14, 2023, the Company's Sponsor, Seaport Global SPAC II, LLC, contributed to the Company for purposes of making a deposit into the Company's IPO Trust Account of an aggregate of 200,000 shares of Class B common stock for the benefit of the public shares that were not redeemed by the public shareholders in connection with the Meeting. Following the foregoing contribution, the Sponsor will own 3,393,750 shares of Class B common stock, which upon conversion of such shares into shares of Class A common stock would represent 44.4% of the outstanding shares.

The Sponsor also owns Private Placement Warrants exercisable for 7,531,250 shares of Class A common stock which are not currently exercisable.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                                    Description

  3.1        Amendment to Amended and Restated Certificate of Incorporation
104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

© Edgar Online, source Glimpses