Sec Form 13G Filing - Tumulty James filing for Seaport Calibre Materials Acquisition Corp. (SCMA) - 2022-02-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

 

Seaport Calibre Materials Acquisition Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

812204105

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.		Names of Reporting Persons   Calibre Sponsor Sub, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨   (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   1,403,616 (1)(2)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   1,403,616 (1)(2)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,403,616 (1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   See Footnote 2 below.
11.		Percent of Class Represented by Amount in Row (9)   8.6% (1)(2)
12.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

 

 

1.		Names of Reporting Persons   Calibre Group, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨   (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   1,403,616 (1)(2)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   100,429(1)(2)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,403,616 (1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   See Footnote 2 below.
11.		Percent of Class Represented by Amount in Row (9)   8.6% (1)
12.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

 

 

 

 

1.		Names of Reporting Persons   Jim Tumulty
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨   (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   100,429
				6.		Shared Voting Power   1,403,616 (1)(2)
				7.		Sole Dispositive Power   100,429
				8.		Shared Dispositive Power   1,403,616 (1)(2)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,504,045 (1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   See Footnote 2 below.
11.		Percent of Class Represented by Amount in Row (9)   9.3% (1)(2)
12.		Type of Reporting Person (See Instructions)   IN

 

 

1.		Names of Reporting Persons   Ed Siegel
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ¨   (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   50,216
				6.		Shared Voting Power   1,403,616 (1)(2)
				7.		Sole Dispositive Power   50,216
				8.		Shared Dispositive Power   1,403,616 (1)(2)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,453,832 (1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   See Footnote 2 below.
11.		Percent of Class Represented by Amount in Row (9)   8.9% (1)(2)
12.		Type of Reporting Person (See Instructions)   IN

 

(1)       See Item 4 below. Calibre Sponsor Sub, LLC owns 1,403,616 shares of Class B common stock of the Issuer, which are automatically convertible into the Issuer’s Class A common stock, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-258024). Jim Tumulty and Ed Siegel are the Co-Managers of Calibre Group, LLC, the managing member of Calibre Sponsor Sub, LLC. Consequently, Messrs. Tumulty and Siegel may be deemed the beneficial owner of the shares held by Calibre Sponsor Sub, LLC and have voting and dispositive control over such securities. Messrs. Tumulty and Siegel have an indirect pecuniary interest in shares of Class B common stock of the issuer through membership interests in Calibre Sponsor Sub, LLC, over which Messrs. Tumulty and Siegel do not have voting or dispositive control.

 

(2)       Excludes 2,115,000 shares which may be purchased by exercising warrants that are not presently exercisable.

 

 

Item 1.

 

(a)

Name of issuer

 

Seaport Calibre Materials Acquisition Corp. (the “Issuer”).

 

(b)

Address of issuer’s principal executive offices

 

360 Madison Avenue, 20th Floor

New York, NY 10017

 

Item 2.

 

(a)

Name of person filing

 

This Schedule 13G is being filed by Calibre Sponsor Sub, LLC, Calibre Group, LLC, Jim Tumulty, and Ed Siegel (collectively, the “Reporting Persons”)

  

(b)

Address or principal business office or, if none, residence

 

The address of each of the Reporting Persons is: 360 Madison Avenue, 20th Floor, New York, NY 10017

 

(c)

Citizenship

 

Each of Calibre Sponsor Sub, LLC and Calibre Group, LLC is a limited liability company formed in Delaware. Messrs. Tumulty and Siegel are citizens of the United States of America.

 

(d)

Title of class of securities

 

Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

 

(e)

CUSIP No.

 

812204105

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	(a)		¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
	(b)		¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)		¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)		¨	Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
	(e)		¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
	(f)		¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).
	(g)		¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
	(h)		¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)		¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)		¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)		¨	Group in accordance with § 240.13d-1(b)(ii)(J).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:              

 

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover page of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Reporting Persons may be deemed to beneficially own 1,403,616 of the Issuer’s shares of Class B common stock, representing 8.6% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the issued and outstanding shares of Class B common stock of the Issuer. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial Business Combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-258024).

 

Calibre Sponsor Sub, LLC is the record holder of the shares reported herein. Messrs. Tumulty and Siegel are the Co-Managers of Calibre Group, LLC, the managing member of Calibre Sponsor Sub, LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Calibre Sponsor Sub, LLC and have voting and dispositive control over such securities.  

 

The percentages used in this Schedule 13G are based on 13,000,000 shares of the Issuer’s Class A common stock and 3,250,000 shares of its Class B common stock issued and outstanding as of December 10, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021, filed with the Securities and Exchange Commission on December 10, 2021.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

 

Not applicable. 

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2022

 

	Calibre Sponsor Sub, LLC
	By: Calibre Group LLC, as the managing member of Calibre Sponsor Sub, LLC
	By:	/s/ Jim Tumulty
	Name:	Jim Tumulty
	Title:	Co-Manager
	Calibre Group, LLC
	By:	/s/ Jim Tumulty
	Name:	Jim Tumulty
	Title:	Co-Manager
	By:	/s/ Jim Tumulty
	By:	/s/ Ed Siegel