Stephen C. Smith - 17 Nov 2021 Form 3 Insider Report for Seaport Global Acquisition II Corp.

Footnote F1

As described in the issuer's registration statement on Form S-1 (File No. 333-260623) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like) and subject to certain anti-dilution rights and have no expiration date.

Footnote F2

Seaport Global SPAC II, LLC (the "Sponsor") is the record holder of the shares of Class B common stock reported herein. Seaport Global Asset Management, LLC ("SGAM") is the managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. Stephen C. Smith is the Chief Executive Officer of SGAM. SGAM is wholly-owned by Seaport Global Holdings ("SGH"), which is owned by Mr. Smith, Michael Meagher and Michael Meyer. Each of SGAM, SGH, and Messrs. Smith, Meagher and Meyer disclaim beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Footnote F3

Mr. Smith has an indirect pecuniary interest in shares of Class B common stock of the issuer through membership interests in Seaport Global SPAC II, LLC, over which Mr. Smith does not have voting or dispositive control.

Footnote F4

The shares of Class B common stock beneficially owned by the reporting person include up to 468,750 shares subject to forfeiture to the extent the underwriter of the initial public offering of the issuer's securities does not exercise in full its over-allotment option as described in the Registration Statement.