01/17/2025 | Press release | Distributed by Public on 01/17/2025 14:53
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Promissory Note | 06/29/2025 | (2) | Common Stock | 303,951 | $0 | I | See footnotes(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SEAPORT GLOBAL ASSET MANAGEMENT LLC 360 MADISON AVENUE NEW YORK, NY 10017 |
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/s/ Stephen C. Smith - for Seaport Global Asset Management LLC, By: Stephen C. Smith, Authorized Signatory | 01/17/2025 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares held directly by Seaport Group SIBS LLC ("SIBS"). SIBS is managed by Seaport Global Asset Management LLC ("SGAM"). |
(2) | On December 31, 2024, SIBS and the Issuer entered into a senior unsecured promissory note (the "Promissory Note"), pursuant to which SIBS provided the Issuer with an investment of $1 million as transaction financing in connection with the Issuer's business combination (the "Business Combination"). SIBS will receive 303,951 shares of the Issuer's Common Stock as repayment of the investment under the Promissory Note, including any and all accrued interest, with such shares being issuable and registered at the time of the Issuer's filing of a follow-on registration statement immediately following the consummation of the Business Combination. The Promissory Note becomes payable on June 29, 2025 and does not have an expiration date. |