Correspondence 0001104659-23-001898 from Seaport Calibre Materials Acquisition Corp. (CIK 0001863428)
Seaport Calibre Materials Acquisition Corp. (CIK 0001863428)
Date: Jan. 6, 2023 · CIK: 0001863428 · Accession: 0001104659-23-001898
AI Filing Summary & Sentiment
File numbers found in text: 001-40975
Referenced dates: December 12, 2022
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CORRESP
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filename1.htm
January 6, 2023
Via edgar
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Jeffrey Lewis
Kristi Marrone
Mary Beth Breslin
Re:
Seaport Calibre Materials Acquisition Corp.
Form 10-K for the fiscal year ended December 31, 2021
Filed March 31, 2022
File No. 001-40975
Preliminary Proxy Statement on Schedule 14A
Filed December 30, 2022
File No. 001-40975
Ladies and Gentlemen:
On behalf of our client Seaport Calibre Materials
Acquisition Corp., a Delaware corporation (the “Company”), we submit this letter in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received by letter from the Staff dated December 12, 2022, relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021 submitted to the Commission via EDGAR on March 31, 2022 ( the “Form 10-K”), as well
as received orally on January 6, 2023, relating to the Company’s Preliminary Proxy Statement on Schedule 14A, submitted to the Commission
via Edgar on December 30, 2022 (the “Preliminary Proxy”).
To facilitate the Staff’s review, we have
reproduced the text of the Staff’s comments received by letter in italics below and have followed the comment with the Company’s
response thereto. We note that Staff’s oral comments relating the Preliminary Proxy were substantively the same as those received
by letter relating to the Form 10-K.
Form 10-K for the fiscal year ended December
31, 2021
General
1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not
be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result,
the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined and the warrants, which would expire worthless.
U.S. Securities and Exchange Commission
January 6, 2023
Page 2
In response to the Staff’s comments, the Company respectfully
advises the Staff that neither of the Company’s sponsors, Seaport Global Asset Management, LLC and Calibre Group, LLC, is controlled
by, nor has substantial ties with, a non-U.S. person, and the Company does not believe that there are any risks to disclose to investors
that a proposed business combination with the Company would be subject to regulatory review by a U.S. government entity, such as CFIUS,
or would ultimately be prohibited.
Should any member of the Staff have any questions
or comments concerning this response, or desire any further information or clarification in respect of the Form 10-K or the Preliminary
Proxy, please do not hesitate to contact the undersigned at (713) 860-7352. Thank you for your assistance.
Very truly yours,
/s/ Will Burns
Will Burns
of Paul Hastings LLP
cc: Ed Siegel, Seaport Calibre Materials Acquisition Corp.