Seaport Entertainment Group Inc 2024年度报告

Seaport Entertainment GroupInc.(Exact name of registrant as specified in its charter) Delaware(State or otherjurisdiction ofincorporation or organization)199 Water Street,28th FloorNew York,NY(Address of Principal Executive Offices) 99-0947924(I.R.S. EmployerIdentification No.) (212)732-8257(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Largeacceleratedfiler☐Acceleratedfiler☐Non-accelerated filer☒Smallerreportingcompany☐Emerginggrowthcompany☒ 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The registrant was not a public company as ofJune 28, 2024, the last business day of its most recently completed fiscal quarter, and therefore cannot calculate theaggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s common stock began trading on the NYSEAmerican LLC on August 1, 2024. As of March 5, 2025, there were12,696,599shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form10-K. The registrant intends to file its Proxy Statement with the Securities and Exchange Commission no later than 120 days after the end of its fiscal year endedDecember 31, 2024. TABLE OF CONTENTS PagePart I5Item 1.Business5Item1A.Risk Factors16Item 1B.Unresolved Staff Comments47Item 1C.Cybersecurity47Item 2.Properties48Item 3.Legal Proceedings48Item 4.Mine Safety Disclosure48Part II49Item 5.Market for Registrant’s Common Equity, Related Stockholders Matters andIssuer Purchases of Equity Securities49Item 6.[Reserved]50Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations50Item7A.Quantitative and Qualitative Disclosures about Market Risk71Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure115Item9A.Controls and Procedures115Item 9B.Other Information115Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections116Part III116Item 10Directors, Executive Officers and Corporate Governance116Item 11Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accounting Fees and Services116Part IV117Item 15Exhibits and Financial Statement Schedules117Item 16Form 10-K Summary117Exhibit Index117Signatures122 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K (“Annual Report”), including,without limitation, those related to