Seaport Entertainment Group Inc 2025年季度报告

(MarkOne)☒QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES EXCHANGEACT OF1934For the quarterly period endedMarch31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACTOF 1934For the transition period fromtoCommission File Number:001-42113 Seaport Entertainment GroupInc. (Exact name of registrant as specified in its charter) 199 Water Street28th FloorNew York,NY10038(Address of Principal Executive Offices)(212)732-8257(Registrant’s telephone number) 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 SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 8, 2025, there were12,694,631shares of the registrant’s common stock outstanding. TABLE OF CONTENTS Cautionary Statement Regarding Forward-Looking Statements3PartIFinancial InformationItem1.Financial Statements5Consolidated Balance Sheets as of March 31, 2025 (Unaudited) andDecember31, 20245Consolidated and Combined Statements of Operations for the three endedMarch 31, 2025 and 2024 (Unaudited)6Consolidatedand Combined Statements of Cash Flows for thethreemonths ended March 31, 2025 and 2024 (Unaudited)7Consolidated and Combined Statements of Shareholders’ Equity for thethreemonths ended March 31, 2025 and 2024 (Unaudited)8Notesto Consolidated and Combined Financial Statements (Unaudited)9Item2.Management’sDiscussion and Analysis of Financial Condition andResults of Operations30Item3.Quantitative and Qualitative Disclosures about Market Risk42Item4.Controls and Procedures43PartIIOther InformationItem1.Legal Proceedings43Item1A.Risk Factors43Item2.Unregistered Sales of Equity Securities and Use of Proceeds43Item3.Defaults Upon Senior Securities44Item4.Mine Safety Disclosures44Item5.Other Information44Item6.Exhibits44Signatures46 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS Certain statements contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”),including, without limitation, those related to our future operations constitute “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section21E of the Securities Exchange Act of 1934, as amended. All statements other than statements ofhistorical fact included in this Quarterly Report are forward-looking statements and may includewords such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,”“plan,” “project,” “realize,” “should,” “transform,” “would” or the negative of these terms and otherstatements of similar expression. These forward-looking statements involve known and unknownrisks, uncertainties, and other important factors that could cause our actual results, performance orachievements,or industry results,to differ materially from any predictions of future results,performance or achievements that we express or imply in this Quarterly Report. Forward-looking statements include statements related to: ●forecasts of our future economic performance;●our ability to operate as a stand-alone public company following our separation fromHoward Hughes Holdings Inc. (“HHH”);●our ability to achieve the intended benefits from our separation from HHH;●expectedcapital required for our operations and development opportunities for ourproperties;●impact of technology on our operations and business;●expected performance of our business;●expected commencement and completion for property developments;●estimates of our future liquidity, development opportunities, development spending andmanagement plans; and●descriptions of assumptions underlying or relating to any of the foregoing. Some of the risks, uncertainties and other important factors that may affe