Southport Acquisition Corp Files 8-K/A

TL;DR

Southport Acquisition Corp filed an 8-K/A on Sept 11, 2024, for material agreements and financials.

AI Summary

Southport Acquisition Corporation filed an 8-K/A on September 11, 2024, to report on the entry into a material definitive agreement and to file financial statements and exhibits. The filing pertains to Southport Acquisition Corporation, a blank check company incorporated in Delaware.

Why It Matters

This filing indicates a significant corporate action or update for Southport Acquisition Corporation, potentially related to its business combination or financial reporting.

Risk Assessment

Risk Level: low — This is a routine amendment filing for a special purpose acquisition company (SPAC) and does not inherently indicate new risks.

Key Numbers

• 001-41150 — SEC File Number (Identifier for Southport Acquisition Corporation's SEC filings)
• 86-3483780 — IRS Number (Tax identification number for Southport Acquisition Corporation)

Key Players & Entities

• Southport Acquisition Corporation (company) — Registrant
• September 11, 2024 (date) — Date of earliest event reported
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — g of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
• $11 — A common stock at an exercise price of $11.50, subject to adjustment PORTW Non
• $1,500,000,000 — "), in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of an
• $10.00 — os prior to the Closing, divided by (y) $10.00; iii. at the Closing, all of the outs
• $5,000,001 — n), and (vii) Southport having at least $5,000,001 of net tangible assets upon the Closing
• $12.50 — outhport Common Stock equals or exceeds $12.50 per share for any 20 trading days withi
• $15.00 — outhport Common Stock equals or exceeds $15.00 per share for any 20 trading days withi

Filing Documents

• tm2423687d3_8ka.htm (8-K/A) — 73KB
• tm2423687d3_ex2-1.htm (EX-2.1) — 1243KB
• tm2423687d3_ex10-1.htm (EX-10.1) — 79KB
• tm2423687d3_ex10-2.htm (EX-10.2) — 109KB
• 0001104659-24-098916.txt ( ) — 2020KB
• port-20240911.xsd (EX-101.SCH) — 4KB
• port-20240911_def.xml (EX-101.DEF) — 27KB
• port-20240911_lab.xml (EX-101.LAB) — 37KB
• port-20240911_pre.xml (EX-101.PRE) — 25KB
• tm2423687d3_8ka_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On September 11, 2024, Southport Acquisition Corporation, a Delaware corporation (" Southport "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among Southport, Sigma Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Southport (" Merger Sub "), and Angel Studios, Inc., a Delaware corporation (" Angel Studios "). The Merger The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: i. at the closing of the transactions contemplated by the Merger Agreement (the " Closing "), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the " DGCL "), Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the " Merger "); ii. at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $0.0001 per share, of Southport (" Southport Common Stock "), in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $10.00; iii. at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options); iv. subject to the approval of the holders of Southport's public warrants, Southport will amend its public warrants so that, immediately prior to the

Forward-Looking Statements

Forward-Looking Statements This communication may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Angel Studios and Southport. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking a timely manner or at all, which may adversely affect the price of the combined company's securities, (ii) the risk that the proposed transaction may not be completed by Southport's business combination deadline and the potential failure to obtain an extension of the business combination deadline, (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the stockholders of Southport and Angel Studios, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction on Angel Studios' business relationships, operating results, and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of Angel Studios or diverts management's attention from Angel Studios' ongoing business operat

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of September 11, 2024. 10.1 Sponsor Support Agreement, dated as of September 11, 2024. 10.2 Angel Studios Stockholder Support Agreement, dated as of September 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE Pursuant to the 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. Southport Acquisition Corporation Date: September 11, 2024 By: /s/ Jeb Spencer Name: Jeb Spencer Title: Chief Executive Officer

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