December 22, 2022
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 |
| Re: | Seaport Global Acquisition II Corp. Form 10-K for the fiscal year ended December 31, 2021 | |
| Filed April 1, 2022 | ||
| File No. 001-41075 |
Ladies and Gentlemen:
On behalf of our client Seaport Global Acquisition II 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 21, 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 April 1, 2022 ( the “Form 10-K”).
To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below and have followed the comment with the Company’s response thereto.
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. |
In response to the Staff’s comment, the Company respectfully advises the Staff that the Company’s sponsor, Seaport Global SPAC II, LLC, is not controlled by, and does not have 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.
U.S. Securities and Exchange Commission
December 22, 2022
Page 2
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, 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: Stephen Smith, Seaport Global Acquisition II Corp.