United States securities and exchange commission logo
October 19, 2023
Jay Burnham
Chief Financial Officer
Seaport Global Acquisition II Corp.
360 Madison Avenue, 23rd Floor
New York, NY 10017
Re: Seaport Global
Acquisition II Corp.
Form 10-Q for
Fiscal Quarter Ended June 30, 2023
File No. 001-41075
Dear Jay Burnham:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Notes to Financial Statements
Note 1-Organization and Business Operation, page 5
1. We note disclosure on
page 7 that In connection with the Meeting, the Company entered
into Voting and
Non-Redemption Agreements with certain stockholders of the Company
holding an aggregate of
3,281,138 shares in exchange for their agreeing not to redeem
shares of the Company
s common stock at the Meeting (collectively, the Non-
Redemption Agreements
). Please clarify for us why these shares appear to remain
classified as Class A
common stock subject to possible redemption. As part of your
response, clarify for
us whether there was an accounting impact related to the term in
these agreements that
provide for the allocation of up to 770,284 shares of common stock
held by the Sponsor.
Jay Burnham
FirstName LastNameJay Burnham
Seaport Global Acquisition II Corp.
Comapany
October 19,NameSeaport
2023 Global Acquisition II Corp.
October
Page 2 19, 2023 Page 2
FirstName LastName
Note 2-Significant Accounting Policies
Basis of Presentation, page 9
2. Please revise your disclosure to include a statement that the interim
financial statements
include all adjustments that, in the opinion of management, are
necessary to a fair
statement of the results for the interim periods presented. In
addition, if all such
adjustments are of a normal recurring nature, a statement to that
effect shall be made;
otherwise, there shall be furnished information describing in
appropriate detail the nature
and amount of any adjustments other than normal recurring adjustments
entering into the
determination of the results shown. Refer to Rule 10-01(b)(8) of
Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Jennifer O'Brien at 202-551-3721 or Kimberly Calder at
202-551-3701
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation