Southport Acquisition Corp. to Merge with 05 Real Estate & Construction

TL;DR

SPRT is merging with 05 Real Estate & Construction, aiming to close Q1 2025.

AI Summary

Southport Acquisition Corp. announced on October 14, 2024, that it has entered into a definitive agreement to merge with 05 Real Estate & Construction. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This merger signifies a significant step for Southport Acquisition Corp. as it moves towards its business combination goal, potentially impacting its shareholders and the real estate sector.

Risk Assessment

Risk Level: medium — Mergers and acquisitions carry inherent risks, including regulatory approvals, shareholder votes, and integration challenges.

Key Numbers

• Q1 2025 — Expected Closing Quarter (Target timeframe for the merger completion)

Key Players & Entities

• Southport Acquisition Corp. (company) — Registrant
• 05 Real Estate & Construction (company) — Target company in merger
• October 14, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41150 (filing_number) — Commission File Number
• 86-3483780 (tax_id) — I.R.S. Employer Identification No.

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
• $11.08 — at a redemption price of approximately $11.08 per share. On October 14, 2024, the Co

Filing Documents

• tm2426175d1_8k.htm (8-K) — 43KB
• 0001104659-24-108378.txt ( ) — 268KB
• port-20241014.xsd (EX-101.SCH) — 4KB
• port-20241014_def.xml (EX-101.DEF) — 27KB
• port-20241014_lab.xml (EX-101.LAB) — 37KB
• port-20241014_pre.xml (EX-101.PRE) — 25KB
• tm2426175d1_8k_htm.xml (XML) — 7KB

01 Other Events

Item 8.01 Other Events. On October 11, 2024, Southport Acquisition Corporation (the "Company") received a redemption report from Continental Stock Transfer & Trust Company indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company's Class A common stock, par value $0.0001 per share, had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share. On October 14, 2024, the Company determined to postpone the special meeting of stockholders (the "Special Meeting") originally scheduled for Tuesday, October 15, 2024, at 10:00 a.m., Eastern Time, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. The Special Meeting will now be held on Tuesday , October 22, 2024, at 10:00 a.m., Eastern Time. There is no change to the location, the record date, the purpose or any of the proposals to be acted upon at the Special Meeting. The live-webcast for the Special Meeting will be available by visiting https://www.cstproxy.com/southportacquisition/2024. If approved by the Company's stockholders at the Special Meeting, the Extension Amendment Proposal (as defined below) included in the definitive proxy statement for the Special Meeting, as previously filed with the U.S. Securities and Exchange Commission (the "SEC") on October 2, 2024 (the "Proxy Statement"), would allow the Company to amend the Company's Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination (the "Extension") from December 14, 2024 to September 30, 2025 (the "Extension Amendment Proposal").

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements in this filing about the Company that are not historical facts are forward-looking statements based on the Company's current expectations, assumptions, estimates and projections. These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. These forward-looking "will," "estimate," "potential," "continue," "anticipate," "intend," "expect," "could," "would," "project," "plan," "target" and similar expressions are intended to identify forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to the approval by the Company's stockholders of the Extension Amendment Proposal, the Company's inability to complete an initial business combination within the required time period and other risks and uncertainties indicated from time to time in filings with the SEC, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under the heading "Risk Factors" and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Participants in the Solicitation The Company and its dire

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View this 8-K filing on SEC EDGAR