What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-05-30 · 325 added, 225 removed, 833 unchanged (40% of the section changed)

4 unchanged sentences

Our management evaluated, with the participation of our current Chief Executive Officer who also acts as our principal accounting officer, the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer who also acts as our principal accounting officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.

The material weakness identified relates to the fact that we have not yet designed and maintained effective controls relating to the presentation of our statement of cash flows.

Specifically, we incorrectly presented dividends earned and reinvested in money market mutual funds on the trust account within the cash flows from operating activities section on our statement of cash flows and did not present a sale and purchase of marketable securities held in the trust account.

Based upon that evaluation, our Chief Executive Officer who also acts as our principal accounting officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, as of December 31, 2022, we identified a material weakness related to the fact that we have not yet designed and maintained effective controls relating to the presentation of our statement of cash flows, which continues to exist as of December 31, 2023.

Additionally, we identified a material weakness related to the fact that we had not yet designed and maintained effective controls relating to the recognition of excise tax liability within our financial statements.

Specifically, we did not establish an excise tax liability in connection with the stockholders’ redemption of Class A common stock.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

1 unchanged sentence

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we

have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner.

2 unchanged sentences

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework.” Based on management’s assessment using the COSO criteria, management has concluded that our internal control over financial reporting was not effective as of December 31, 2022 as a result of the material weakness in internal control over financial reporting described above.

In making this assessment, management used the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control-Integrated Framework.” Based on management’s assessment using the COSO criteria, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023 as a result of the material weaknesses in internal control over financial reporting described above.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

1 unchanged sentence

Remediation Plan

Our Chief Executive Officer will perform additional post-closing review procedures including review of the classification of earnings on the trust account and confirmation of amounts and balances with the trustee.

As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, we implemented a remediation plan to address the material weakness identified as of December 31, 2022.

Our Chief Executive Officer will continue to perform additional post-closing review procedures including consulting with subject matter experts related to the accounting for marketable securities and stockholder redemptions.

Additionally, we implemented a remediation plan to address the material weakness identified as of December 31, 2023.

Our Chief Executive Officer will continue to perform additional post-closing review procedures including consulting with tax and legal subject matter experts related to the accounting for stockholder redemptions.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements, we have improved, and will continue to improve, these processes to ensure that transactions are effectively evaluated in the context of the increasingly complex accounting standards.

We plan to continue to enhance our review procedures of evaluating and implementing the accounting standards that apply to our financial statements, including additional analyses by our personnel and third-party professionals with whom we consult regarding complex accounting, tax and legal matters.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information.

Not applicable.

N o t a pplicable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

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He is the co-founder and managing partner of TVC Capital, a software focused, growth equity fund, a position he has held since 2006.

He has been a chief executive officer, investor and board member of SaaS companies and currently serves on the board of directors of three software companies—SmartAction (since 2018);

MediaPlatform (since 2015) and Centage Corporation (since 2014)—and as observer on the board of directors of Dama Financial (since 2022).

He has been a chief executive officer, investor and board member of SaaS companies and currently serves on the board of directors of two software companies—SmartAction (since 2018) and MediaPlatform (since 2015)—and as observer on the board of directors of Dama Financial (since 2022).

Spencer previously served on the board of directors of 10 other software companies, including SimpleNexus (2018 – 2022);

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The members of our audit committee are Sigmund Anderman, Jennifer Nuckles and David Winfield, with Jennifer Nuckles serving as chair of the audit committee.

The audit committee held four meetings during 2022.

The audit committee held five meetings during 2023.

Each member of the audit committee is financially literate.

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● Our sponsor, directors and officers have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our sponsor, directors and officers have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination by June 14, 2023, or during an Extension Period.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the Trust Account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

1 unchanged sentence

With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

Since our sponsor, directors and officers may directly or indirectly own founder shares and private placement warrants, our sponsor, directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination because of their financial interest in completing an initial business combination by June 14, 2023, or during an Extension Period.

● Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our Company.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2023, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:

The following table sets forth information regarding the beneficial ownership of our common stock as of April 1, 2024, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock, by:

● each person known by us to be the beneficial owner of more than 5% of the outstanding shares of any class of our common stock;

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Southport Acquisition Sponsor LLC (4)

Saba Capital Management, L.P.

RiverNorth Capital Management, LLC and affiliated entities and persons (5)

Sandia Investment Management L.P.

and affiliated entities and persons (6)

Radcliffe Capital Management, L.P.

and affiliated entities and persons (7)

Directors and Executive Officers:

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All officers and directors as a group (seven individuals)

Less than one percent.

This individual does not beneficially own any shares of common stock or private placement warrants.

However, this individual has a pecuniary interest in shares of Class B common stock and private placement warrants through his or her ownership of membership interests of our sponsor.

(1) Based on 23,000,000 shares of Class A common stock outstanding as of March 31, 2023, including those shares of Class A common stock comprising a portion of a unit.

(2) Based on 5,750,000 shares of Class B common stock outstanding as of March 31, 2023.

(1) Based on 5,363,113 shares of Class A common stock outstanding as of April 1, 2024, including those shares of Class A common stock comprising a portion of a unit.

(2) Based on 1,550,000 shares of Class B common stock outstanding as of April 1, 2024.

(3) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Southport Acquisition Corporation, 1745 Grand Avenue, Del Mar, California 92014.

(4) Interests shown consist solely of shares of Class B common stock, which are referred to herein as founder shares.

Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

(4) Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

Southport Acquisition Sponsor LLC, a Delaware limited liability company, is our sponsor and is controlled by Jeb Spencer, our Chief Executive Officer, and Jared Stone, the Chairman of our board.

(5) Based on information contained in a Schedule 13G filed on February 14, 2023, each of Saba Capital Management, L.P.

(“Saba Capital”), Saba Capital Management GP, LLC (“Saba GP”) and Boaz R.

Weinstein had shared voting and dispositive power over 1,362,913 shares of Class A common stock.

The business address of each of Saba Capital, Saba GP and Boaz R.

Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(6) These shares consist solely of shares of Class B common stock held in the name of our sponsor.

(5) Based on information contained in a Schedule 13G filed on December 31, 2023, RiverNorth Capital Management, LLC had shared voting and dispositive power over 700,000 shares of Class A common stock.

In addition, based on Company records as of February 14, 2024, RiverNorth SPAC Arbitrage Fund, LP owned 233,330 shares of Class B common stock received in connection with the Special Meeting.

Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to adjustment.

The business address of each of RiverNorth Capital Management, LLC and RiverNorth SPAC Arbitrage Fund, LP is 360 S.

Rosemary Avenue, Ste.

1420, West Palm Beach, Florida 33401.

Based on information contained in a Schedule 13G filed on December 31, 2023, each of Sandia Investment Management L.P.

and Timothy J.

Sichler had shared voting and dispositive power over 450,000 shares of Class A common stock.

In addition, based on Company records as of February 14, 2024, Sandia Crest LP owned 33,335 shares of Class B common stock, Walleye Investments Fund LLC owned 16,665 shares of Class B common stock, Walleye Opportunities Master Fund Ltd owned 33,335 shares of Class B common stock, WWJr.

Enterprises Inc.

owned 100,000 shares of Class B common stock, Crestline Summit Master, SPC — Peak SP owned 30,984 shares of Class B common stock and Crestline Summit Master, SPAC — Crestline Summit Apex SP owned 19,016 shares of Class B common stock, in each case, which shares were received in connection with the Special Meeting.

The business address of each of Sandia Investment Management L.P., Sandia Crest LP and Timothy J.

Sichler is 201 Washington Street, Boston, MA 02108.

The business address of each of Walleye Opportunities Master Fund Ltd and Walleye Investments Fund LLC is 2800 Niagara Lane, Plymouth, MN 55447.

The business address of WWJr.

Enterprises Inc.

Clematis, West Palm Beach, FL 33401.

The business address of each of Crestline Summit Master, SPC — Peak SP and Crestline Summit Master, SPAC — Crestline Summit Apex SP is 201 Main Street, Fort Worth, TX 76102.

Based on information contained in a Schedule 13G filed on December 31, 2023, each of Radcliffe Capital Management, L.P., RGC Management Company, LLC, Steven B.

Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P.

and Radcliffe SPAC GP, LLC had shared voting and dispositive power over 475,791 shares of Class A common stock.

In addition, based on Company records as of February 14, 2024, Radcliffe SPAC Master Fund, L.P.

owned 166,665 shares of Class B common stock received in connection with the Special Meeting.

The business address of each of Radcliffe Capital Management, L.P., RGC Management Company, LLC, Steven B.

Katznelson, Christopher Hinkel, Radcliffe SPAC Master Fund, L.P.

and Radcliffe SPAC GP, LLC is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

These shares consist solely of shares of Class A common stock and Class B common stock held in the name of our sponsor.

Our sponsor is controlled by Jeb Spencer, our Chief Executive Officer, and Jared Stone, the Chairman of our Board, who serve as the only members of our sponsor’s board of managers.

As of March 31, 2023, our sponsor holds all of our founder shares.

As of April 1, 2024, our sponsor holds 50,004 of our founder shares and 4,200,000 of our public shares issued in connection with the Conversion.

Holders of our founder shares have the right to elect and to remove all of our directors prior to the consummation of our initial business combination.

Holders of our public shares do not have the right to elect any directors to our board of directors prior to our initial business combination.

In addition, because our sponsor holds all of our founder shares, our sponsor may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.

In addition, because our sponsor holds 42.9% of our outstanding common stock, our sponsor may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions.

Our sponsor purchased an aggregate of 11,700,000 private placement warrants in the Private Placement.

Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment.

If we do not complete our initial business combination by June 14, 2023, or during any Extension Period, the funds in the Trust Account, which includes a portion of the proceeds from the Private Placement, will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

If we do not complete our initial business combination by December 14, 2024, or during any Extension Period, the funds in the Trust Account, which includes a portion of the proceeds from the Private Placement, will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

The private placement warrants are subject to the transfer restrictions and are entitled to registration rights, in each case, described below.

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Registration Rights

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock).

The holders of the founder shares (including public shares issued upon conversion thereof), private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities.

7 unchanged sentences

Each private placement warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein.

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

The private placement warrants (including the Class A common stock issuable upon exercise of the private

placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.

In connection with the Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock.

After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding.

If any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual duties or obligations to present the opportunity to such entity, he or she will honor these duties or obligations to present such business combination opportunity to such entity prior to presenting such opportunity to us.

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Upon the earlier of consummation of our initial business combination and our liquidation, we will cease paying these monthly fees.

Accordingly, assuming the consummation of our initial business combination takes until June 14, 2023, our sponsor will be paid a total of $360,000 for these services.

Accordingly, assuming the consummation of our initial business combination takes until December 14, 2024, our sponsor will be paid a total of $411,500 for these services.

Our sponsor loaned us $350,000 under an unsecured promissory note to be used for a portion of the expenses of our IPO.

3 unchanged sentences

If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that our initial business combination is not completed by June 14, 2023 or during any Extension Period, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

In the event that our initial business combination is not completed by March 14, 2024 or during any Extension Period, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

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Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to BDO USA LLP, for services rendered in 2022:

The following is a summary of fees paid or to be paid to BDO USA, P.C., for services rendered in 2023 and 2022:

Audit-Related Fees

1 unchanged sentence

Pre-Approval Policy

Our audit committee was formed upon the effective date for the registration statement for our IPO.

As a result, the audit committee did not pre-approve all of the foregoing services.

Since the formation of our audit committee, and on a going-forward basis, the audit committee will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

The audit committee is responsible for pre-approving all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibit and Financial Statement Schedules.

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Amended and Restated Bylaws of the Company (2)

Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated June 9, 2023 (4)

Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated March 14, 2024 (5)

Specimen Unit Certificate (1)

4 unchanged sentences

Promissory Note, dated May 27, 2021 issued to Southport Acquisition Sponsor LLC (1)

Letter Agreement, dated December 9, 2021, by and among the Company, its initial officers and directors, and the Sponsor (2)

Letter Agreement, dated December 9, 2021, by and among the Company, its initial officers and directors, and Southport Acquisition Sponsor LLC (2)

Letter Agreement, dated January 6, 2022, by and among the Company, Matthew Hansen and Jennifer Nuckles (3)

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Certification of the Chief Executive Officer (and Principal Financial Officer) required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Clawback Policy, dated January 23, 2024, by and among the Company and its Executive Officers (6)

XBRL Instance Document

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Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2023 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 14, 2024 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2024 (File No.

SOUTHPORT ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (BDO USA, LLP;

Report of Independent Registered Public Accounting Firm (BDO USA, P.C.;

New York, New York;

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Balance Sheets as of December 31, 2023 and 2022

Statements of Operations for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Statements of Cash Flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021

Statements of Operations for the years ended December 31, 2023 and 2022

Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Financial Statements

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of Southport Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in common stock subject to possible redemption and stockholders’ deficit, and cash flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and cash flows for the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Southport Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations, changes in common stock subject to possible redemption and stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

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We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA, LLP

/s/ BDO USA, P.C.

We have served as the Company’s auditor since 2021.

April 1, 2024

SOUTHPORT ACQUISITION CORPORATION

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Current assets:

Prepaid expenses – current

Due from related party

Prepaid expenses

Total Current Assets

Non-current assets:

Cash and marketable securities held in Trust Account

Marketable securities held in Trust Account

Total Non-current Assets

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Due to related party

Administrative support fee – related party

Excise tax liability

Total Current Liabilities

1 unchanged sentence

Warrant Liability

Deferred underwriter fee payable

Total Non-current Liabilities

3 unchanged sentences

200,000,000 shares authorized;

23,000,000 shares issued and outstanding subject to possible redemption at redemption value

4,150,065 and 23,000,000 shares issued and outstanding subject to possible redemption at redemption value as of December 31, 2023 and 2022, respectively

Stockholders’ Deficit

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200,000,000 shares authorized;

none issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

4,200,000 issued and outstanding (excluding 4,150,065 share subject to possible redemption) as of December 31, 2023 and none issued and outstanding (excluding 23,000,000 share subject to possible redemption) as of December 31, 2022

Class B common stock, $ 0.0001 par value;

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STATEMENTS OF OPERATIONS

For the Period

April 13, 2021

Operating costs:

Transaction costs allocated to warrant issuance

Administrative expenses

Administrative expenses – related party

Legal and accounting expenses

4 unchanged sentences

( 1,670,440 )

Other income:

( 1,577,543 )

Other income (expense):

Change in fair value of warrant liability

Dividend income on marketable securities held in Trust Account

Financing expense

Income before provision for income taxes

Provision for income taxes

Basic and diluted weighted average shares outstanding, Class A common stock

Basic and diluted net income per share, Class A common stock

Basic and diluted weighted average shares outstanding, Class B common stock

Basic and diluted net income (loss) per share, Class B common stock

( 1,319,280 )

Basic and diluted weighted average shares outstanding, redeemable Class A common stock

Basic and diluted net income per share, redeemable Class A common stock (see Note 2)

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock

Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock (see Note 2)

The accompanying notes are an integral part of the financial statements.

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For the Year Ended December 31, 2023

Common Stock Subject to

Possible Redemption

Class A common stock

Subject to possible

Class A common stock

Class B common stock

Stockholders’

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( 1,456,577 )

Remeasurement of Class A common stock to redemption value

Excise tax liability

( 1,976,947 )

Gain on waiver of deferred underwriter commissions by underwriter

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor cash capital contributions

Sponsor capital contributions for non-redemption agreements

Redemption of Class A common stock

( 18,849,935 )

( 197,694,657 )

Trust Account withdrawal for tax payments

( 2,287,729 )

Remeasurement of Class A common stock subject to possible redemption

( 5,733,743 )

( 6,707,678 )

Balance – December 31, 2023

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( 3,388,965 )

For the period from April 13, 2021 (inception) through December 31, 2021

For the Year Ended December 31, 2022

Class A common stock

Subject to possible

Class A common stock

Class B common stock

Stockholders’

Balance – April 13, 2021 (inception)

Issuance of Class B common stock to Sponsor

Issuance of Class A common stock

Deemed capital contribution from issuance of private placement warrants

Accretion of Class A common stock to redemption value

Balance – January 1, 2022

( 24,256,277 )

( 24,255,702 )

Remeasurement of Class A common stock subject to possible redemption

( 3,383,823 )

Remeasurement of Class A common stock to redemption value

( 3,383,823 )

Gain on waiver of deferred underwriter commissions by underwriter

Balance – December 31, 2022

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STATEMENTS OF CASH FLOWS

For the Period

April 13, 2021

Cash Flows from Operating Activities:

3 unchanged sentences

( 16,688,950 )

( 3,164,000 )

Allocation of deferred offering cost for warrant liability

Sponsor capital contribution for non-redemption agreements

Changes in operating assets and liabilities:

Accounts payable and accrued expenses

Administrative support fee – related party

Due to related party

Accrued offering costs

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Cash Flows from Investing Activities:

Purchase of marketable securities held in Trust Account

( 237,780,570 )

Sale of marketable securities held in Trust Account

Investment of cash in Trust Account

Purchases of marketable securities held in Trust Account

( 6,509,259 )

Net cash used in investing activities

( 237,780,570 )

Proceeds from marketable securities held in Trust Account

Net cash provided by (used in) investing activities

( 2,624,298 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B ordinary shares to the Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note – related party

Repayment of promissory note – related party

Due from related party

Payment to Class A common stockholders for redemptions

( 197,694,657 )

Cash capital contribution from Sponsor

Payments made by related party on behalf of the Company

Receipt of amounts due from related party

Deferred offering costs

Net cash (used in)provided by financing activities

( 196,894,657 )

Net cash provided by financing activities

Net Change in Cash

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Supplemental disclosure of non-cash financing activities:

Initial classification of Class A common stock subject to possible redemption

Remeasurement of Class A common stock subject to possible redemption

Initial measurement of public warrants and private placement warrants

Trust Account withdrawal for tax payments

( 2,287,729 )

Excess fair value of Class B common stock transferred by Sponsor

Excise tax liability

Gain on waiver of deferred underwriting fee

Deferred underwriting fee payable

The accompanying notes are an integral part of the financial statements.

7 unchanged sentences

As of December 31, 2023, the Company had not yet commenced any operations.

All activity for the year ended December 31, 2022 and for the period April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a business combination.

All activity from inception through December 31, 2023 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a Business Combination.

The registration statement for the Company’s IPO was declared effective on December 9, 2021.

5 unchanged sentences

(i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”).

On June 9, 2023 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing the Company a 21-month period (or up to 27-month period) from the closing of the IPO to consummate its initial Business Combination.

Prior to the Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting.

In connection with the Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”).

After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding.

In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $ 197,694,657 , resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, at December 31, 2023, there were 8,350,065 shares of Class A common stock issued and outstanding , including 4,150,065 shares of Class A common stock subject to possible redemption.

Continental Stock Transfer & Trust Company (the “Trustee”) processed the redemptions and withdrew the $ 197,694,657 payable to the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023.

Prior to December 31, 2023, the board of directors of the Company approved four monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to January 14, 2024.

As described in Note 11 to the financial statements (Subsequent Events), in January and February 2024, the board approved two further monthly extensions up to March 14, 2024.

In connection with each of the monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the sponsor and such third parties.

In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024.

In connection with the vote to extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $ 32,214,591 , resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war and the recent proposal by the Securities and Exchange Commission (the “SEC”) for new rules and amendments affecting special purpose acquisition corporations like the Company and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2022.

Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations and increased inflation, and the recently adopted SEC rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2023.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $ 197,694,657 in connection with the stockholder vote to approve the Company’s Extension Amendment Proposal.

The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”.

ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote.

A contingent liability must be reviewed at each reporting period to determine appropriate treatment.

The Company evaluated the current status and probability of completing an initial Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded.

As of December 31, 2023, the Company recorded $ 1,976,947 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

As of December 31, 2022, the Company had cash of $ 50,858 and a working capital deficit of $ 929,527 .

As of December 31, 2023 and 2022, the Company had cash of $ 2,171,553 and $ 50,858 , respectively, and a working capital deficit of $ 2,808,465 and $ 929,527 , respectively.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued.

Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as

may be required (see Note 6).

However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period.

However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Extended Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issued Financial Statements

In connection with the preparation of the Company’s financial statements as of December 31, 2022, management identified errors made in its historical financial statements where, on the Statement of Cash Flows for the nine months ended September 30, 2022, dividends earned and reinvested were incorrectly presented within the cash flows from operating activities section and a sale and purchases of marketable securities held in the Trust Account were not presented.

Additionally, the Company reclassified amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations to correctly state the character of earnings from the Trust Account for the three and nine months ended September 31, 2023.

The Company restated the Condensed Statements of Operations and Condensed Statements of Cash Flows by presenting dividends earned and reinvested within the cash flows from investing activities section of the Statement of Cash Flows, presenting the sale and purchases of marketable securities held in the Trust account within the cash flows from investing activities section of the Statement of Cash Flows, and reclassifying amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations.

The impact of the revision on the Company’s Condensed Statements of Cash Flows is reflected in the following table:

As Previously Reported

Statement of Operations

For the three months ended September 30, 2022

Dividend income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

For the nine months ended September 30, 2022

Dividend income on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Statement of Cash Flows

For the nine months ended September 30, 2022

Cash Flows from Operating Activities:

Unrealized gain on marketable securities held in Trust Account

Accrued dividends on marketable securities held in Trust Account

Dividend income on marketable securities held in Trust Account

Net Cash Used in Operating Activities

( 1,860,737 )

( 1,452,375 )

Cash Flows from Investing Activities:

Purchase of marketable securities held in Trust Account

( 235,564,634 )

Sale of marketable securities held in Trust Account

Net Cash Used in Investing Activities

There is no impact to the reported amounts for total assets, total liabilities, or net income.

Summary of Significant Accounting Policies

21 unchanged sentences

(i) the completion of the initial Business Combination;

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;

and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period.

Offering Costs Associated with IPO

The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 – “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO.

Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants (defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO.

Accordingly, on December 14, 2021, offering costs totaling $ 13,935,218 (consisting of $ 4,600,000 of underwriting fee, $ 8,050,000 of deferred underwriting fee, and $ 1,285,218 of actual offering costs) were recognized with $ 609,514 included as an expense in transaction costs allocated to the warrant issuance as an allocation for the Public Warrants (defined below) and the Private Placement Warrants, and $ 13,325,704 included in additional paid-in capital.

(ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;

and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024.

Accordingly, at December 31, 2023, there were 8,350,065 shares of Class A common stock issued and outstanding , including 4,150,065 shares of Class A common stock subject to possible redemption.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

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The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

2 unchanged sentences

As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table:

Gross proceeds from initial public offering

Proceeds allocated to Public Warrants

Offering costs allocated to Class A common stock subject to possible redemption

( 13,325,704 )

Class A common stock subject to possible redemption, December 31, 2021

Remeasurement of Class A common stock subject to possible redemption

1 unchanged sentence

Remeasurement of Class A common stock subject to possible redemption

Share redemptions payable

( 197,694,657 )

Trust Account withdrawal for tax payments

( 2,287,729 )

Class A common stock subject to possible redemption, December 31, 2023

5 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

Net Income Per Common Stock

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $ 22,062 and $ 0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022.

Net Income (Loss) Per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

The condensed statements of operations include a presentation of income per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock.

In order to determine the net income

attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock.

The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock.

In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock.

This is calculated using the total net income less any dividends paid.

For purposes of calculating net income per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders.

Subsequent to calculating the total income allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80 % for the Class A redeemable common stock and 20 % for the non-redeemable common stock for the year ended December 31, 2022, reflective of the respective participation rights.

For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders.

Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions.

For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80 % for the Class A redeemable common stock and 20 % for the non-redeemable common stock, reflective of the respective participation rights.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

1 unchanged sentence

December 31, 2023

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

( 6,707,678 )

Net income including accretion of Class A redeemable shares to redemption value

Net loss including accretion of Class A redeemable shares to redemption value

( 1,690,348 )

For the Year Ended

December 31, 2023

Class A and Class B

Redeemable Shares

Non-redeemable Shares

Total number of shares

Ownership percentage

Weighted average shares ratio

Net income allocated based on ownership percentage

Accretion allocation based on ownership percentage

Trust Account withdrawals for tax payments based on weighted average shares ratio

Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio

( 4,584,183 )

( 2,123,495 )

Accretion applicable to Class A redeemable shares

Total income based on ownership percentage

( 6,707,678 )

Accretion applicable to Trust Account withdrawals for tax payments

( 2,287,729 )

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total income (loss) based on ownership percentage

Weighted average shares outstanding

Basic and diluted net income per share

For the period from

April 13, 2021

(inception) through

Basic and diluted net income (loss) per share

For the Year Ended

December 31, 2022

Net loss from inception to date of initial public offering

Net income from date of initial public offering to year-end

Total income from inception to date

Accretion of Class A redeemable shares to redemption value

( 27,986,394 )

Net loss including accretion of Class A redeemable shares to redemption value

Remeasurement of Class A redeemable shares to redemption value

( 3,383,823 )

For the period from

April 13, 2021

(inception) through

Net income including accretion of Class A redeemable shares to redemption value

For the Year Ended

December 31, 2022

Class A and Class B

Redeemable Shares

Non-redeemable Shares

Total number of shares

Ownership percentage

Total loss allocated based on ownership percentage

Accretion allocation based on ownership percentage

( 22,410,545 )

Net income allocated based on ownership percentage

Remeasurement of Class A redeemable shares to redemption value based on ownership percentage

( 2,707,058 )

( 3,383,823 )

Accretion applicable to Class A redeemable shares

Accretion applicable to remeasurement of Class A redeemable shares to redemption value

Total income (loss) based on ownership percentage

( 5,112,492 )

Weighted average shares outstanding

Basic and diluted net Income (loss) per share

Basic and diluted net income per share

Related Parties

12 unchanged sentences

Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

Initial Public Offering

4 unchanged sentences

The amounts held in the Trust Account will be invested in U.S.

fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

As of December 14, 2021, only $ 234,600,000 was held in the Trust Account.

In addition, as of December 14, 2021, $ 2,034,324 of cash was not held in the Trust Account and is available for working capital purposes.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

As of December 31, 2023 and 2022, $ 44,709,805 and 237,984,513 was held in the Trust Account, respectively.

In addition, as of December 31, 2023 and 2022, $ 2,171,553 and 50,858 of cash was not held in the Trust Account and is available for working capital purposes, respectively.

Transaction costs of the IPO amounted to $ 13,935,218 consisting of $ 4,600,000 of underwriting discount, $ 8,050,000 of deferred underwriting discount and $ 1,285,218 of actual offering costs.

On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee.

On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee (see Note 8).

Private Placement

2 unchanged sentences

$ 9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $ 10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

If the Company does not complete a Business Combination within the Extended Combination Period, the Private Placement Warrants and the underlying securities will expire worthless.

The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A

common stock equals or exceeds $ 10.00 ”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions

4 unchanged sentences

Accordingly, no Founder Shares remain subject to forfeiture.

On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one -for-one basis into shares of the Company’s Class A common stock.

After giving effect to such conversion, the Company had 1,550,000 shares of Class B common stock issued and outstanding.

The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

8 unchanged sentences

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of December 31, 2023 and 2022, no Working Capital Loans were outstanding.

Due to and due from Related Party

The Sponsor has made tax payments and payments to various vendors on behalf of the Company.

As of December 31, 2022 and December 31, 2021, the Company owed $ 244,550 and $ 0 , respectively.

The Company made excess reimbursements to the Sponsor.

As of December 31, 2022 and December 31, 2021, the Company was owed $ 0 and $ 83,581 , respectively from the Sponsor.

The Sponsor repaid the amount in March 2022.

The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company.

As of December 31, 2023 and 2022, the Company owed $ 236,233 and $ 244,550 , respectively.

Administrative Support Agreement

Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $ 15,000 per month for administrative support and services.

The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement and waives the excess amounts under the agreement.

For the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, the Company incurred $ 149,435 and $ 6,773 under the agreement, respectively and paid $ 156,208 and zero during the year ended December 31, 2022, and for the period from April 13, 2021 (inception) through December 31, 2021, respectively.

The Company pays the Sponsor for rent and costs incurred under the administrative support and services.

For the year ended December 31, 2023 and 2022, the Company has paid $ 10,500 and $ 118,000 under the agreement, respectively.

The Company has accrued $ 231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party

account on the balance sheets for the year ended December 31, 2023.

The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated.

Sponsor Cash Capital Contribution

For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $ 800,000 and zero , respectively, to the Company to fund outstanding payments to vendors.

The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions.

The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital.

Stockholders’ Deficit

3 unchanged sentences

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2022 and 2021, there were 23,000,000 shares of Class A common stock issued and outstanding, subject to possible redemption.

Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B, $ 0.0001 par value, common stock.

On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 27,200,000 shares of Class A common stock issued and outstanding , of which 4,200,000 shares were held by the Sponsor and not subject to possible redemption and 23,000,000 shares were subject to possible redemption.

On June 9, 2023, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the vote on the Extension Amendment Proposal, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, at December 31, 2023 and 2022, there were 8,350,065 and 23,000,000 shares of Class A common stock issued and outstanding , including 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively.

Class B common stock — The Company is authorized to issue up to 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s common stock are entitled to one vote for each share.

1 unchanged sentence

On November 25, 2021, the Sponsor surrendered 1,437,500 shares of Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of Class B common stock outstanding.

As of December 31, 2022 and 2021, as a result of the above surrender, there were 5,750,000 shares of Class B common stock issued and outstanding.

On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock, resulting in an aggregate of 1,550,000 shares of Class B common stock issued and outstanding.

Accordingly, as of December 31, 2023 and 2022, there were 1,550,000 and 5,750,000 shares of Class B common stock issued and outstanding , respectively.

The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one -for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like.

35 unchanged sentences

The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

If the Company is unable to complete a Business Combination by December 14, 2024 and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.

Accordingly, the warrants may expire worthless.

2 unchanged sentences

Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees.

If the Private Placement Warrants are held

by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants.

If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer.

12 unchanged sentences

Registration rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock).

The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock).

The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.

5 unchanged sentences

On December 13, 2021, the underwriter exercised the option in full, closing the sale of the 3,000,000 additional Units on December 14, 2021.

The underwriter was paid an underwriting

commission of $ 4,600,000 upon the closing of the IPO.

The underwriter was paid an underwriting commission of $ 4,600,000 upon the closing of the IPO.

In addition, the underwriter is entitled to a deferred fee of $ 0.35 per Unit, or $ 8,050,000 in the aggregate.

2 unchanged sentences

The $ 8,050,000 waived fee was recorded to accumulated deficit.

Non-redemption Agreements

On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties.

As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties.

The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”).

The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations.

The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $ 934,906 .

Fair Value Measurements

Recurring Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2023

Cash and marketable securities held in trust account

Marketable securities held in trust account

Public Warrants

1 unchanged sentence

December 31,2022

Cash and marketable securities held in trust account

Marketable securities held in trust account

Public Warrants

3 unchanged sentences

As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value.

This valuation is subject to re-measurement at each balance sheet date.

With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The fair value of the Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date.

With each re-measurement, the Public Warrants and Private Placement Warrants are adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The following table presents fair value information for the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

Significant deviations from these estimates and inputs could result in a material change in fair value.

The Company transferred the fair value of the Public Warrant liability from Level 3 to Level 1 of the fair value hierarchy as the Company’s Public Warrants detached and commenced separate public trading (PORT.W) on the New York Stock Exchange on January 31, 2022.

The fair value of the Private Placement Warrant liability was transferred from Level 3 to Level 2 of the fair value hierarchy as they are identical to the Public Warrants.

Derivative warrant liabilities at April 13, 2021 (inception)

Initial fair value at issuance of Public and Private Placement Warrants

Derivative warrant liabilities as of December 31,2021

Change in fair value

2 unchanged sentences

( 16,688,950 )

Level 3 derivative warrant liabilities as of December 31, 2021

Transfer of Public Warrants to Level 1 measurement

( 8,521,000 )

Transfer of Private Placement Warrants to Level 2 measurement

( 8,695,000 )

Derivative warrant liabilities as of December 31, 2022

Establishment of share repurchase liability

Share repurchase payment

( 197,694,657 )

Level 3 derivative warrant liabilities as of December 31, 2022

Change in fair value

Derivative warrant liabilities as of December 31, 2023

The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO.

The Company used a Black-Scholes-Merton formula to value the warrants.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

Class B common stock (permanent equity) based on their relative fair values at the initial measurement date.

As of December 31, 2023, the Public Warrants have detached from the Units and are separately tradable on the New York Stock Exchange (PORT.W).

The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of December 31, 2023.

The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2021:

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at December 31, 2023 and 2022:

Common stock price

3 unchanged sentences

Dividend yield

Non-recurring Fair Value Measurements

On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8).

The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a financing expense in accordance with SAB Topic 5T.

The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the extension of the deadline to complete a business combination from June 14, 2023 to September 14, 2023 at $ 387,000 , or $ 0.77 per share.

In connection with the subsequent extensions to January 14, 2024, the Sponsor transferred an additional 666,664 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements.

The Company estimated the fair value of the 166,666 Class B shares transferred at $ 0.82 to $ 0.83 per share.

The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”).

The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023 and December 13, 2023 as the measurement dates for the transfer of the 166,666 Class B shares ( 666,664 Class B shares in the aggregate) transferred in connection with the Subsequent Extensions, respectively.

The following are the key inputs into the calculations at the measurement dates:

September 30,

Common stock price

Estimated probability of an Initial Business Combination

Estimated volatility

Risk-free rate

Time to expiration

The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows:

Deferred tax assets:

Capitalized start-up costs

Accrued dividends on marketable securities

Net operating loss carryforward

1 unchanged sentence

Valuation allowance

Deferred tax assets

Net deferred tax assets

Deferred tax liabilities:

Accrued dividends on marketable securities held in Trust Account

Total deferred tax liabilities

Net deferred tax assets (liabilities)

The income tax provision for the years ended December 31, 2023 and 2022 consists of the following:

4 unchanged sentences

As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $ 0 and $ 0 , respectively, that may be carried forward indefinitely.

As of December 31, 2022 and 2021, the Company has gross state NOL carryforwards of $ 0 and $ 143,562 , respectively, which begin to expire in 2041.

As of December 31, 2023 and 2022, the Company has gross state net operating loss carryforwards of $ 570,536 and $ 0 , respectively, which begin to expire in 2041.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized.

15 unchanged sentences

Subsequent Events

The Company’s 2022 income tax returns were filed and accepted on May 22, 2023.

As the Company did not timely file their fiscal year 2022 federal and state income tax returns, the Company may be subject to penalties and interest as a result.

As previously disclosed in the definitive proxy statement filed by the Company with the SEC on May 22, 2023, the Company expects to hold a special meeting of stockholders (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination from June 14, 2023 to September 14, 2023, or at the election of the board of directors of the Company, March 14, 2024, in six separate additional one-month extensions (the “Extension” and such proposal, the “Extension Proposal”).

On May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial business combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting.

Following such conversion, the Company will have an aggregate of 27,200,000 shares of Class A common stock issued and outstanding and 1,550,000 shares of Class B common stock issued and outstanding.

In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024.

In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties.

On January 19, 2024, the Company paid $ 1,450,000 for 2023 estimated federal income taxes and $ 362,282 for outstanding 2022 federal income taxes.

On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws.

On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024.

At the special meeting, the Company’s stockholders approved the extension proposal.

In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $ 32,214,591 .

As a result of the redemptions, 1,163,113 shares of Class A common stock were issued and outstanding and subject to possible redemption.

On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from the NYSE pursuant to Section 802.01 of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $ 40,000,000 .

The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE.

The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision.

Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024.

Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively.

The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur.

As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination.

If the Company does not complete an initial Business Combination by such date, it will, as promptly as reasonably possible, but not more than ten business days thereafter redeem the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any).

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

Southport Acquisition Corporation

5 unchanged sentences

(Principal Executive Officer and Principal Financial and Accounting Officer)

April 1, 2024

/s/ Jared Stone

Chairman of the Board of Directors

April 1, 2024

/s/ Sigmund Anderman

April 1, 2024

Sigmund Anderman

/s/ Matthew Hansen

April 1, 2024

Matthew Hansen

/s/ Jennifer Nuckles

April 1, 2024

Jennifer Nuckles

/s/ Cathleen Schreiner Gates

April 1, 2024

Cathleen Schreiner Gates

/s/ David Winfield

April 1, 2024

David Winfield

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures