Item 1.01 Entry into a Material Definitive Agreement.

On December 12, 2022, Seaport Calibre Materials Acquisition Corp. (the "Company") issued unsecured promissory notes (the "Sponsor Convertible Notes") to Calibre Group, LLC and Seaport Global Asset Management, LLC, the Company's sponsors, (the "Sponsors"), pursuant to which the Company may request to borrow up to $528,750 from Calibre Group, LLC and $646,250 from Seaport Global Asset Management, LLC for transaction costs reasonably related to the consummation of the Business Combination (as defined below). Any advances under the Sponsor Convertible Notes shall be made at the sole discretion of the Sponsors. All unpaid principal under the Sponsor Convertible Notes will be due and payable in full on the earlier of (i) the consummation of the Company's merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "Business Combination") and (ii) February 1, 2023 (or May 1, 2023 if the Company's time to complete a Business Combination is extended as defined in the Company's final prospectus in connection with the Company's initial public offering of units). The Sponsors will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Notes, up to $2,000,000 in the aggregate, into warrants to purchase the Company's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company's initial public offering. As previously disclosed, Jim Tumulty and Edward Siegel, the Company's Chief Executive Officer and Chief Financial Officer, respectively, are the Co-Managers of Calibre Group, LLC. Stephen Smith, the Chairman of the Company, is the Chief Executive Officer of Seaport Global Asset Management, LLC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


          Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The issuance of the Sponsor Convertible Notes was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit                                  Description

  10.1        Convertible Promissory Note between the Company and Calibre Group,
            LLC, dated as of December 12, 2022
  10.2        Convertible Promissory Note between the Company and Seaport Global
            Asset Management, LLC, dated as of December 12, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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