Item 1.01 Entry into a Material Definitive Agreement.
On February 16, 2023, Seaport Global Acquisition II Corp. (the "Company") issued
an unsecured promissory note (the "Sponsor Convertible Note") to Seaport Global
SPAC II, LLC, the Company's sponsor (the "Sponsor") pursuant to which the
Company may request to borrow up to $1,500,000 from Seaport Global SPAC II, LLC
for transaction costs reasonably related to the consummation of the Business
Combination (as defined below). Any advances under the Sponsor Convertible Note
shall be made at the sole discretion of the Sponsor. All unpaid principal under
the Sponsor Convertible Note will be due and payable in full on the earlier of
(i) the consummation of the Company's merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a "Business Combination") and (ii) August 19, 2023 The
Sponsor will have the option, at any time on or prior to the Maturity Date, to
convert any amounts outstanding under the Sponsor Convertible Note, up to
$1,500,000 in the aggregate, into warrants to purchase the Company's Class A
common stock, par value $0.0001 per share ("Class A Common Stock"), at a
conversion price of $1.00 per warrant, with each warrant entitling the holder to
purchase one share of Class A Common Stock at a price of $11.50 per share,
subject to the same adjustments applicable to the private placement warrants
sold concurrently with the Company's initial public offering. As previously
disclosed, Stephen Smith, the Company's Chief Executive Officer is the Chief
Executive Officer of Seaport Global Asset Management, LLC, the Managing Member
of the Sponsor.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The issuance of the Sponsor Convertible
Note was made in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended.
Item 8.01 Other Events
In addition to the contribution by the Sponsor to the Company's IPO Trust
Account of 200,000 shares of Class B Common Stock, as more fully described in
the Company's Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on February 15, 2023, on February 13, 2023 the Sponsor also
contributed $84,994.96 (or $.02 per remaining share) to the Company's IPO Trust
Account for or the benefit of the public shares that were not redeemed by the
public shareholders in connection with the Company's special meeting of
stockholders held on February 13, 2023.
Additionally, on February 16, 2023, the Sponsor converted 3,393,750 shares of
Class B Common Stock into 3,393,750 shares of Class A Common Stock, which
represents 44.4% of the outstanding shares of the Company's Class A Common
Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Convertible Promissory Note between the Company and Seaport Global
SPAC II, LLC, dated as of February 16, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source Glimpses
SEAPORT GLOBAL ACQUISITION II CORP. 
