UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

~~Pursuant~~SECURITIES toEXCHANGE ~~Section~~ACT 13OF ~~or 15(d)~~1934

Date of ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): August 9, 2022

Date of Report (Date of earliest event reported): June 17, 2022

Redbox Entertainment Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware (State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation ) 001-39741 (Commission File Number) 85-2157010 (IRS Employer Identification No.)

1 Tower Lane, Suite 800 Oakbrook Terrace, Illinois 60181 (Address, ~~including Zip Code,~~ of Principal Executive Offices) (Zip Code)

~~(630) 756-8000~~ Registrant’s telephone number, including area code: (630) 756-8000

Not Applicable (Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RDBX	The Nasdaq Stock Market, LLC
Warrants to purchase Class A common stock	RDBXW	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~Warrant~~On ~~Exercise~~August 9, ~~Agreement~~2022, Redbox Entertainment Inc. (“Redbox” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the close of business on July 11, 2022, the record date for the Special Meeting there were 13,685,098 shares of Redbox class A common stock issued and outstanding, 32,770,000 shares of Redbox class B common stock issued and outstanding and no shares of preferred stock issued and outstanding. Only stockholders of record as of the record date for the Special Meeting were entitled to vote at the Special Meeting. A total of 40,837,113 shares of common stock were voted virtually or by proxy, representing 87.9% of the shares of common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results with respect to the proposals considered and voted upon at the Special Meeting, each of which is described in the Company’s definitive proxy statement/information statement/prospectus filed with the Securities and Exchange Commission on July 15, 2022.

OnProposal ~~June 17,~~1: ~~2022,~~ Redbox ~~Entertainment~~Merger Inc., a Delaware corporation (the “Company”) entered into a Warrant Exercise Letter Agreement (the “Warrant Exercise Agreement”) with Seaport Global SPAC, LLC, a Delaware limited liability company (“Seaport”), pursuant to which, Seaport and the Company agreed that:Proposal

1.At ~~Seaport~~the ~~will~~Special ~~exercise~~Meeting, orthe ~~cause~~Company’s ~~its~~stockholders voted ~~affiliate~~ to ~~exercise,~~approve anthe ~~aggregate~~transactions ofcontemplated ~~1,000,000~~by ~~private~~the ~~placement~~Merger ~~warrants~~Agreement, ~~which~~dated ~~Seaport~~as ~~and certain~~ of ~~its~~May 10, ~~affiliates~~2022, ~~purchased~~by ~~pursuant~~and toamong ~~that~~Redbox, ~~certain~~Chicken ~~Private~~Soup for ~~Placement~~the ~~Warrant~~Soul ~~Agreement~~Entertainment, Inc. ~~dated November 27, 2020~~ (~~the~~ “~~Private Placement Warrants~~CSSE”), onRB aFirst ~~cash~~Merger ~~basis~~Sub asInc., ~~soon~~RB asSecond ~~practicable,~~Merger ~~and~~Sub inLLC, noRedwood ~~event~~Opco ~~later~~Merger ~~than~~Sub LLC ~~four~~and ~~(4)~~Redwood ~~business~~Intermediate ~~days~~LLC ~~following~~ (the ~~date~~“Redbox ofMerger ~~this report~~Proposal”). ~~The~~Approximately ~~exercise~~85.04% ~~price~~of ~~for~~the ~~each~~outstanding ~~warrant~~shares isof ~~$11.50 per share. The~~ the Company ~~will~~voted ~~receive $11.5 million~~ in ~~cash~~favor ~~from the exercise~~ of the ~~warrants~~Redbox byMerger ~~Seaport~~Proposal. The ~~Company~~table ~~will~~below ~~not~~sets ~~receive~~forth ~~any proceeds from~~ the ~~sale~~voting ofresults ~~the~~for ~~shares~~this ~~underlying such warrants.~~proposal:

2. The Company will waive any applicable transfer restrictions set forth in any contract in existence as of the date of the Warrant Exercise Agreement to which the Company and Seaport are parties, including without limitation that certain Voting and Support Agreement dated as of April 15, 2022 and that certain Sponsor Lock-Up Agreement dated as of May 16, 2021, to the extent necessary to permit (i) the sale of the 1,005,197 Private Placement Warrants by Seaport to certain investors to whom Seaport previously transferred such Private Placement Warrants and the sale by such transferees of such Private Placement Warrants, and (ii) to permit the sale by Seaport and/or its affiliates of the 1,000,000 shares of Class A common stock of the Company to be received by Seaport upon the exercise of the Private Placement Warrants described in paragraph 1 above, provided, however, that such sale may not occur until one (1) business day following the date of this report.

Votes For		Votes Against		Abstentions		Broker Non-Votes
39,503,634		1,326,720		6,759		-

~~The~~Proposal foregoing description of the Warrant Exercise Agreement does not purport to be complete and is qualified in its entirety by the full text of the Warrant Exercise Letter Agreement, a copy of which is attached hereto as Exhibit 2.1: ~~and~~Redbox isAdjournment ~~incorporated herein by reference.~~Proposal

~~Further,~~As ~~the~~there ~~Company~~were ~~may~~sufficient ~~consider~~votes ~~and~~at ~~agree~~the totime ~~release Seaport or other~~of ~~security~~the ~~holders~~Special ofMeeting ~~their~~to ~~transfer~~approve ~~restrictions~~the ~~with~~Redbox ~~respect~~Merger toProposal, the ~~common~~“Adjournment ~~stock~~Proposal” ordescribed ~~warrants~~in of the ~~Company~~proxy ~~held by such security holders.~~statement/information ~~Any~~statement/prospectus ~~such~~was ~~release~~not ~~could~~presented ~~have~~to ~~an adverse impact on the trading price for such securities~~stockholders.

Item 7.01.

Regulation FD Disclosure.

On August 9, 2022 the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

It is a condition to the closing of the transactions contemplated by the Merger Agreement that the Redbox Merger Proposal shall have been approved by the requisite vote of the Company’s stockholders as described in the proxy statement/information statement/prospectus. In light of the approval of the Redbox Merger Proposal at the Special Meeting, the Company anticipates that the closing of the transactions contemplated by the Merger Agreement (the “Transactions”) may occur on August 11, 2022, subject to the expiration or termination of the applicable waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the satisfaction or waiver of the other conditions to closing of the Transactions. Each of the Company and CSSE filed its respective HSR Act notification form on July 11, 2022, and expects that the 30-day waiting period will expire at 11:59 pm EDT on August 10, 2022, unless terminated earlier or otherwise extended.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number		Description
2.1*		Warrant Exercise Letter Agreement by and between the Company and Seaport, dated June 17, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)

(d) Exhibits

* Filed herewith

Exhibit No.		Description
99.1		Press release, dated August 9, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the ~~requirement~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2022	REDBOX ENTERTAINMENT INC.
	REDBOX ENTERTAINMENT INC.
	By:	/s/ Frederick W. Stein
Date: August 9, 2022	By:	/s/ Galen C. Smith
		Frederick W. Stein
		Galen C. Smith
		Chief Legal Officer and Secretary
		Chief Executive Officer

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