SEC Comment Letter 0000000000-24-010160 to Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684) (SEG)
Seaport Entertainment Group Inc. (SEG, SEG-RI) (CIK 0002009684)
Date: Sept. 9, 2024 · CIK: 0002009684 · Accession: 0000000000-24-010160
AI Filing Summary & Sentiment
File numbers found in text: 333-279690
Letter
September 9, 2024 Anton D. Nikodemus Chief Executive Officer Seaport Entertainment Group Inc. 99 Water Street 28th Floor New York, NY 10038 Re:Seaport Entertainment Group Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 5, 2024 File No. 333-279690 Dear Anton D. Nikodemus: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our August 27, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1, Filed September 5, 2024 Material U.S. Federal Income Tax Consequences, page 165 1.Because it appears that counsel is providing a short-form tax opinion, revise this section to state that it constitutes counsel’s opinion, and revise counsel’s opinion to confirm that the discussion in the prospectus under this subheading constitutes its opinion, rather than stating that is constitutes an accurate summary. Refer to Staff Legal Bulletin No. 19 at our web-site for guidance.
September 9, 2024 Page 2 Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Julian Kleindorfer
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September 9, 2024
Anton D. Nikodemus
Chief Executive Officer
Seaport Entertainment Group Inc.
99 Water Street
28th Floor
New York, NY 10038
Re:Seaport Entertainment Group Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 5, 2024
File No. 333-279690
Dear Anton D. Nikodemus:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 27, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1, Filed September 5, 2024
Material U.S. Federal Income Tax Consequences, page 165
1.Because it appears that counsel is providing a short-form tax opinion, revise this section
to state that it constitutes counsel’s opinion, and revise counsel’s opinion to confirm that
the discussion in the prospectus under this subheading constitutes its opinion, rather than
stating that is constitutes an accurate summary. Refer to Staff Legal Bulletin No. 19 at our
web-site for guidance.
September 9, 2024
Page 2
Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Julian Kleindorfer