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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 341 added, 233 removed, 925 unchanged (38% of the section changed)

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Based upon that evaluation, our Chief Executive Officer who also acts as our principal accounting officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

As of December 31, 2024, we identified a material weakness related to fact that we have not yet designed and maintained effective controls related to our process for recording accrued liabilities, specifically we did not relieve an accrual that was no longer due and payable once it became likely that it would not be due and payable.

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, 2024.

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.

In addition, as previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2023, as of December 31, 2023, 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, which continues to exist as of December 31, 2024.

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

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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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Remediation Plan

We will implement a remediation plan to address the material weakness identified as of December 31, 2024.

Our Chief Executive Officer will perform additional post-closing review procedures including confirmation with vendors of amounts owed and outstanding at each period end.

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.

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Other Information.

N o t a pplicable.

Not applicable.

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 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);

Levels Beyond (2012-2021);

ReverseVision (2012-2022);

He has been a chief executive officer, investor and board member of SaaS companies for the last 20 years.

He has served on the board of directors of 16 other software companies, including SmartAction (2018 to 2024), SimpleNexus (2018 to 2022);

Levels Beyond (2012 to 2021);

ReverseVision (2012 to 2022);

Docupace Technologies (2016 to 2020);

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NCNO) in January 2022 in a stock and cash transaction valued at approximately $1.2 billion.

SimpleNexus operates a digital platform for loan officers, borrowers and real estate agents that unites the people, systems and stages of the home buying process into a single end-to-end experience.

The SimpleNexus platform serves independent mortgage banks, banks and credit unions, and loan originators in the United States.

Spencer holds a B.A in Political Science from Boston College and an MBA from Harvard Business School.

Spencer holds a B.A.

in Political Science from Boston College and an MBA from Harvard Business School.

We believe that Mr.

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From 2001 to 2015, he was a co-founder, managing director and member of the investment committee of Northgate Capital, a global private equity investment firm, where he and his partners raised and invested approximately $4.5 billion in private equity capital.

Stone co-led an investment in Del Mar Datatrac, a provider of mortgage origination software to the mid-market that was sold to Fiserv (NASDAQ:

FISV) in 2005 and to Ellie Mae in 2011.

Since 2014, he has served on the board of directors of Centage Corporation, a cloud planning, budgeting and forecasting software company.

Prior to graduate school, Mr.

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At Ellie Mae, Mr.

Anderman served as chief executive officer and chairman of the board of directors from 1997 through January 2015 and as executive chairman of the board of directors from February 2015 until April 2019 when Ellie Mae was acquired by Thoma Bravo, a private equity firm that subsequently sold Ellie Mae to Intercontinental Exchange, Inc.

to Intercontinental Exchange, Inc.

Anderman co-founded American Home Shield Corporation, a home warranty company, in 1973, and served as its general counsel until 1979 and as its chief executive officer from 1979 to 1982.

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Matthew Hansen has served as a member of our board of directors since January 2022.

Matthew is currently the chief product officer for nCino, Inc.

He is the founder and a former chief executive officer of SimpleNexus, a nCino Company.

SimpleNexus is a homeownership software company with a digital platform for loan officers, borrowers and real estate agents.

SimpleNexus was acquired by nCino, Inc.

He is the founder and former Chief Executive Officer of SimpleNexus, a homeownership software company that offers a comprehensive digital platform connecting loan officers, borrowers, and real estate agents.

Under his leadership, SimpleNexus grew from a startup to an industry leader, ultimately leading to its acquisition by nCino, Inc.

NCNO) in January 2022.

Hansen founded SimpleNexus in 2011 and served as its chief executive officer until May 2021.

Hansen has over 20 years of software development experience.

Prior to founding SimpleNexus, Mr.

Hansen designed and led the implementation of enterprise software systems for multiple companies.

From 2009 to 2014, Mr.

Hansen led core development at Simplifile, a company that primarily facilitates the electronic recording of land-records documents to counties.

Prior to Simplifile, Mr.

Hansen was the development team lead at Amirsys, Inc.

from 2005 to 2009.

At Amirsys, Inc., he led a team of software engineers to build STATdx, an imaging diagnostic tool for radiologists.

Hansen also developed a point-of-sale system software for Micron, built software to manage training for unions, and built a point-of-sale system for motorsports and recreational vehicle dealerships.

Following the acquisition, Mr.

Hansen was the Chief Product Officer at nCino for two years, where he oversaw global product and engineering groups spanning Salt Lake City, London, Wilmington, NC, and Melbourne.

His leadership during this period was pivotal in integrating and scaling the combined product offerings, contributing to the company’s continued growth in the fintech space.

Hansen’s career spans over 20 years in software development, with a strong focus on leadership roles that drive innovation and growth.

Before founding SimpleNexus, Mr.

Hansen led core development at Simplifile (2009 to 2014), a company specializing in the electronic recording of land records.

His technical and leadership expertise were also instrumental in the development of Amirsys, Inc., building diagnostic imaging software for radiologists and pathologists (2005 to 2009).

Hansen’s early career includes developing sophisticated point-of-sale systems for Micron, motorsports, and recreational vehicle dealerships, as well as software solutions for union training management.

We believe that Mr.

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Schreiner Gates was also a member of the board of directors of SimpleNexus from March 2020 until January 2022.

She served as the

President of SimpleNexus from August 2020 until she became the company’s chief executive officer.

She served as the President of SimpleNexus from August 2020 until she became the company’s chief executive officer.

Prior to SimpleNexus, she was the executive vice president of Sales and Marketing at Ellie Mae, Inc.

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ICE), from March 2015 to July 2019 and was senior vice president of Sales and Client Services at Ellie Mae from February 2012 to March 2015.

Schreiner Gates is the chief executive officer of Trifecta Consulting LLC, a Go-To-Market consulting company she founded in 2019.

Schreiner Gates is the chief executive officer of Trifecta Consulting LLC, a Go-To-Market

consulting company she founded in 2019.

She has spent the last 10 years in the mortgage FinTech sector and has over 30 years of experience in enterprise software/SaaS, spanning multiple industries and ranging from venture-backed, early-stage companies to larger public companies, all with a high-growth focus.

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an audit committee.

Because we are a “controlled company” under applicable rules of the NYSE, we are not required to have a compensation committee composed of independent directors, nor do we have a nominating and corporate governance committee.

Because we are a “controlled company,” we are not required to have a compensation committee composed of independent directors, nor do we have a nominating and corporate governance committee.

Audit Committee

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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 five meetings during 2023.

The audit committee held six meetings during 2024.

Each member of the audit committee is financially literate.

In addition, our board of directors has determined that each of Sigmund Anderman, Jennifer Nuckles and David Winfield qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

Our board of directors has also determined that Sigmund Anderman, Jennifer Nuckles and David Winfield are independent directors under applicable NYSE rules and Rule 10A-3 under the Exchange Act.

Our board of directors has also determined that Sigmund Anderman, Jennifer Nuckles and David Winfield are independent directors under Rule 10A-3 under the Exchange Act.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

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Director Nominations

We do not have a standing nominating committee, although we intend to form a corporate governance and nominating committee as and when required to do so by law or by the rules of the NYSE.

We do not have a standing nominating committee, although we intend to form a corporate governance and nominating committee as and when required to do so by law.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a

special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

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Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation and us.

In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able to serve as an officer or director.

In the absence of the “corporate opportunity” waiver in our amended and restated certificate of incorporation, certain candidates would not be able to serve as an officer or director.

We believe we substantially benefit from having representatives, who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended and restated certificate of incorporation provides us with greater flexibility to attract and retain the officers and directors that we feel are the best candidates.

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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 December 14, 2024, 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.

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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 December 14, 2024, 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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Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities.

Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or

directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and none of our directors or officers will be required to offer any such corporate opportunity of which he or she may become aware to us.

Furthermore, our amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have, and none of our directors or officers will be required to offer any such corporate opportunity of which he or she may become aware to us.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.

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None of our officers or directors have received any compensation for services rendered to us.

Commencing on December 10, 2021, the date that our units were first listed on the NYSE, through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial and administrative services.

Commencing on December 10, 2021, through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial and administrative services.

In addition, our sponsor, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

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Compensation Committee Interlocks and Insider Participation

In the past year, Jeb Spencer, who serves, and in the past year served, as our Chief Executive Officer, served as a member of the board of directors of SimpleNexus, a company in which Cathleen Schreiner Gates, one of the members of our board of directors, currently serves, and in the past year served as chief executive officer, and in which Matthew Hansen, another member of our board of directors, served as chief executive officer in the past year.

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

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 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:

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2025, 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)

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

RiverNorth SPAC Arbitrage Fund, LP (5)

Radcliffe SPAC Master Fund, L.P.

Kepos Special Opportunities Masters Fund L.P.

Polar Multi-Strategy Master Fund, L.P.

Sandia Investment Management L.P.

and affiliated entities and persons (9)

Radcliffe Capital Management, L.P.

and affiliated entities and persons (7)

Directors and Executive Officers:

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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 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) 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 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.

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

(1) Based on 4,237,987 shares of Class A common stock outstanding as of March 31, 2025, 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 March 31, 2025.

(3) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Southport Acquisition Corporation, 268 Post Road, Suite 200, Fairfield, CT 06824.

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, who serve as the only members of the sponsor’s board of managers.

(5) Based on information contained in a Schedule 13G filed with respect to SAC on February 14, 2024, RiverNorth Capital Management, LLC had shared voting and dispositive power over 700,000 shares of Class A common stock.

Based on company records, in connection with the Third Extension Special Meeting, RiverNorth Capital Management, LLC and its affiliates exercised their redemption rights with respect to substantially all of such shares.

In addition, based on company records, RiverNorth SPAC Arbitrage Fund, LP owned 262,496 shares of Class B common stock received in connection with the First Extension Special Meeting.

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

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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.

Based on SAC company records, Radcliffe SPAC Master Fund, L.P.

owned 187,498 shares of Class B common stock received in connection with the First Extension Special Meeting.

Pursuant to an investment management agreement, Radcliffe Capital Management, L.P.

(“RCM”) serves as the investment manager of the Radcliffe SPAC Master Fund, L.P.

RGC Management Company, LLC (“Management”) is the general partner of RCM.

Steve Katznelson and Christopher Hinkel serve as managing members of Management.

Each of the parties in this footnote disclaims any beneficial ownership of the shares held by Radcliffe SPAC Master Fund, L.P.

other than to the extent of any pecuniary interest the party may have therein.

The business address of Radcliffe SPAC Master Fund, L.P.

is c/o Radcliffe Capital Management, L.P., 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

Based on SAC company records, Kepos Special Opportunities Master Fund L.P.

owned 262,496 shares of Class B common stock received in connection with the First Extension Special Meeting.

Kepos Capital LP is the investment manager of Kepos Special Opportunities Master Fund L.P.

and Kepos Partners LLC is the General Partner of Kepos Special Opportunities Master Fund L.P.

and each may be deemed to have voting and dispositive power with respect to the shares held by Kepos Special Opportunities Master Fund L.P.

The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”).

Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by Kepos Special Opportunities Master Fund L.P.

Carhart disclaims beneficial ownership of the shares held by Kepos Special Opportunities Master Fund L.P.

The business address of Kepos Special Opportunities Master Fund L.P.

is c/o Kepos Capital LP, 11 Times Square, 35th Floor, New York, NY 10036.

Based on SAC company records, Polar Multi-Strategy Master Fund owned 262,502 shares of Class B common stock received in connection with the First Extension Special Meeting.

The Polar Multi-Strategy Master Fund (“Polar”) is under management by Polar Asset Management Partners Inc.

PAMPI serves as investment advisor to Polar and has control and discretion over the shares held by Polar.

As such, PAMPI may be deemed the beneficial owner of the shares held by Polar.

PAMPI disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest therein.

The ultimate natural person who has voting and dispositive power over the shares held by Polar is Paul Sabourin, Chief Investment Officer of PAMPI.

The business address of Polar is c/o Polar Asset Management Partners Inc., 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6, Canada.

Based on information contained in a Schedule 13G/A filed with respect to SAC on November 14, 2024, each of Sandia Investment Management L.P.

and Timothy J.

Sichler had shared voting and dispositive power over 154,564 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.

Based on SAC company records, in connection with the Third Extension Special Meeting, Sandia Investment Management L.P.

and its affiliates exercised their redemption rights with respect to substantially all of such shares.

In addition, based on SAC company records, Sandia Crest LP owned 37,502 shares of Class B common stock, Walleye Investments Fund LLC owned 18,748 shares of Class B common stock, Walleye Opportunities Master Fund Ltd owned 37,502 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.

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.

owned 112,500 shares of Class B common stock, Crestline Summit Master, SPC - Peak SP owned 34,857 shares of Class B common stock and Crestline Summit Master, SPAC - Crestline Summit Apex SP owned 21,393 shares of Class B common stock, in each case, which shares were received in connection with the First Extension 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 each of Walleye Opportunities Master Fund Ltd and Walleye Investments Fund LLC is 2800

Niagara Lane, Plymouth, MN 55447.

The business address of WWJr.

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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 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.

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

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

As of March 31, 2025, our sponsor holds 312,506 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.

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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 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.

If we do not complete our initial business combination by September 30, 2025, 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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(g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement, as amended, upon dissolution of our sponsor;

or (h) in the event of our completion of a liquidation, merger, stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination;

securities or other property subsequent to our completion of our initial business combination;

or (i) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (h) above, provided, however, that in the case of clauses (a) through (e) and (i), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

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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.

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 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 First Extension 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.

Additionally, in connection with the Non-Redemption Agreements entered into with unaffiliated third parties on May 25, 2023, the sponsor agreed to transfer 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 First 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 First Extension Special Meeting.

The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties from the sponsor.

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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There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

We have entered into a letter agreement with our sponsor pursuant to which we are required to pay our sponsor a total of $15,000 per month for office space, utilities, and secretarial and administrative services, commencing on December 10, 2021, the date that our securities were first listed on the NYSE.

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 December 14, 2024, our sponsor will be paid a total of $411,500 for these services.

Accordingly, assuming the consummation of our initial business combination takes until September 30, 2025, our sponsor will be paid a total of $546,500 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.

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These loans were repaid upon completion of the IPO out of the $2,500,000 of offering proceeds that was allocated for the payment of offering expenses (other than underwriting fees) and amounts not to be held in the Trust Account.

On October 3, 2024, our sponsor agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Business Combination.

The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which we consummate a Business Combination.

If we do not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that we have funds available to outside of the trust account.

As of December 31, 2024, $439,004 was outstanding under the Sponsor Promissory Note.

On January 15, 2025, certain of the Company’s unaffiliated third-party investors transferred an aggregate of 262,502 shares of our Class B common stock back to the sponsor for no additional consideration in connection with the liquidation of certain of such investors’ investment vehicles.

Accordingly, the sponsor holds 4,200,000 shares of our Class A common stock, 312,506 shares of our Class B common stock and 11,700,000 private placement warrants.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our management team and our sponsor and any of their respective affiliates may, but none of them is obligated to, loan us funds as may be required.

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 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.

In the event that our initial business combination is not completed by September 30, 2025 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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Director Independence

We are a “controlled company” within the meaning of the rules of the NYSE prior to the consummation of our initial business combination.

As a controlled company, we will not be required to comply with the rules of the NYSE that require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person that, in the opinion of the Company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

Our board has determined that each of Sigmund Anderman, Jennifer Nuckles and David Winfield is an independent director under applicable NYSE rules, and that each of Sigmund Anderman, Matthew Hansen, Jennifer Nuckles, Cathleen Schreiner Gates and David Winfield is an independent director under Rule 10A-3 under the Exchange Act.

Our board has determined that each of Sigmund Anderman, Matthew Hansen, Jennifer Nuckles, Cathleen Schreiner Gates and David Winfield is an independent director under Rule 10A-3 under the Exchange Act.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Underwriting Agreement, dated December 9, 2021, by and between the Company and BofA Securities, Inc., as underwriter (2)

Agreement and Plan of Merger, dated as of September 11, 2024 (7)

Amendment No.

1 to Agreement and Plan of Merger, dated as of February 14, 2025 (10)

Amended and Restated Certificate of Incorporation of the Company (2)

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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)

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

Third Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated November 13, 2024 (9)

Specimen Unit Certificate (1)

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Form of Indemnity Agreement (1)

Sponsor Support Agreement, dated as of September 11, 2024 (7)

Angel Studios Stockholder Support Agreement, dated as of September 11, 2024 (7)

Promissory Note, dated October 3, 2024, issued to Southport Acquisition Sponsor LLC (8)

Certification of the Chief Executive Officer (and Principal Financial Officer) required by Rule 13a-14(a) or Rule 15d-14(a)

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

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 11, 2024 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2024 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2024 (File No.

Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2025 (File No.

SOUTHPORT ACQUISITION CORP.

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Financial Statements:

Balance Sheets as of December 31, 2023 and 2022

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

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Common Stock Subject to Possible Redemption and Stockholders’ Deficit for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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Southport Acquisition Corporation

Del Mar, California

Opinion on the Financial Statements

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.

Fairfield, Connecticut

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Southport Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated 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 “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its 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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its successful completion of the proposed business combination described in Note 1 to the financial statements.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company does not have sufficient cash and working capital to sustain its operations and the Company’s ability to execute its business plan is dependent upon its successful completion of the proposed business combination described in Note 1 to the consolidated financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

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SOUTHPORT ACQUISITION CORPORATION

BALANCE SHEETS

December 31, 2023

December 31, 2022

CONSOLIDATED BALANCE SHEETS

Current assets:

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Non-current assets:

Marketable securities held in Trust Account

Marketable securities held in Trust Account (including $ 1,603 and $ 198,419 of accrued dividends as of December 31, 2024 and 2023, respectively)

Total Non-current Assets

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Due to related party

Promissory note – related party

Administrative support fee – related party

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200,000,000 shares authorized;

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

4,200,000 issued and outstanding (excluding 37,987 shares subject to possible redemption) as of December 31, 2024 and 4,200,000 issued and outstanding (excluding 4,150,065 shares subject to possible redemption) as of December 31, 2023

Class B common stock, $ 0.0001 par value;

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TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

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

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

Operating costs:

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( 1,670,440 )

Other income (expense):

Other (expense) income, net:

Change in fair value of warrant liability

( 4,058,500 )

Dividend income on marketable securities held in Trust Account

Financing expense

Income before provision for income taxes

Other (expense) income

( 3,367,299 )

(Loss) income before provision for income taxes

( 4,954,585 )

Provision for income taxes

( 1,319,280 )

Net (loss) income

( 5,107,051 )

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 net (loss) 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.

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

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

For the Year Ended December 31, 2024

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Excise tax liability

( 1,976,947 )

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor cash capital contributions

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Trust Account withdrawal for tax payments

( 2,287,729 )

Remeasurement of Class A common stock subject to possible redemption

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( 1,456,577 )

Excise tax liability

( 1,976,947 )

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

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( 6,707,678 )

Gain on waiver of deferred underwriter commissions by underwriter

Balance – December 31, 2023

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( 3,388,965 )

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

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHPORT ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Net (loss) income

( 5,107,051 )

Adjustments to reconcile net income to net cash provided by operating activities:

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Change in fair value of warrant liability

( 16,688,950 )

Sponsor capital contribution for non-redemption agreements

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Accounts payable and accrued expenses

( 1,592,531 )

Administrative support fee – related party

Due to related party

Accrued offering costs

Prepaid expenses

Net cash provided by operating activities

Net cash (used in) provided by operating activities

( 2,284,359 )

Cash Flows from Investing Activities:

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( 6,509,259 )

( 237,780,570 )

Proceeds from marketable securities held in Trust Account

Net cash provided by (used in) investing activities

( 2,624,298 )

Net cash provided by investing activities

Cash Flows from Financing Activities:

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( 44,757,709 )

( 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

Net cash (used in)provided by financing activities

Payments made by Sponsor under promissory note – related party, net

Net cash used in financing activities

( 43,674,478 )

( 196,894,657 )

Net Change in Cash

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Remeasurement of Class A common stock subject to possible redemption

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

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

Supplemental Cash Flow Information:

Cash paid for taxes

Trust Account withdrawal for tax payments

( 2,287,729 )

The accompanying notes are an integral part of these consolidated financial statements.

SOUTHPORT ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization and Business Operations

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Sigma Merger Sub, Inc.

(“Merger Sub”), a direct wholly owned subsidiary of the Company, was formed in Delaware on September 9, 2024.

The Company’s condensed financial statements include Merger Sub and are presented on a consolidated basis.

As of December 31, 2024, the Company had not yet commenced any operations.

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(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”).

On June 9, 2023 (the “First Extension Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “First 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.

Prior to the First Extension 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 First Extension Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Extension Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).

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 First Extension Special Meeting.

In connection with the First Extension 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.

In connection with the First Extension 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.

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.

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

In connection with each of the six 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 the Non-Redemption Agreements.

In addition, on March 14, 2024 (the “Second Extension Special Meeting”), 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 (the “Second Extension”).

In connection with the Second Extension Special Meeting, 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.

Accordingly, as of September 30, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding (including 1,163,113 shares of Class A common stock subject to possible redemption) and $ 12,895,117 held in the Trust Account.

On April 8, 2024, the New York Stock Exchange (the “NYSE”) filed a Form 25 to delist the Company’s Class A common stock, warrants, with each whole warrant exercisable for one share of Class A common stock at an exercise price of $ 11.50 , subject to adjustment (“Warrants”) and Units, each consisting of one share of Class A common stock and one -half of one Warrant and remove such securities from registration under Section 12(b) of the Exchange Act.

The delisting became effective 10 days after the filing of the Form 25.

The deregistration of the Company’s Class A common stock, Warrants and Units under Section 12(b) of the Exchange Act became effective 90 days after the Form 25 filing.

Upon deregistration of the Company’s securities under Section 12(b) of the Exchange Act, the Company’s securities will remain registered under Section 12(g) of the Exchange Act.

The Company’s Class A common stock, Warrants and Units began trading on the OTC Pink Marketplace on or about March 22, 2024 under the symbols “PORT”, “PORTW” and “PORTU”, respectively.

On September 11, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Merger Sub and Angel Studios, Inc., a Delaware Corporation (“Angel Studios”).

The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger”);

(ii) at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of common stock, par value $ 0.0001 per share, of Southport (“Southport Common Stock”), in an aggregate amount equal to (x) $ 1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $ 10.00 ;

(iii) at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of Southport Common Stock (subject to appropriate adjustments to the number of shares of Southport Common Stock underlying such options and the exercise price of such options);

(iv) subject to the approval of the holders of Southport’s public warrants, Southport will amend its public warrants so that,

immediately prior to the Closing, each of the issued and outstanding Southport public warrants automatically will convert into 0.1 newly issued share of Southport Class A Common Stock and such warrants will cease to be outstanding;

and (v) at the Closing, Southport will be renamed “Angel Studios, Inc.”.

On September 11, 2024, Southport also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among Southport, the Sponsor, and Angel Studios, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of Southport Common Stock in connection therewith.

In addition, the Sponsor has agreed to forfeit all of the Southport private placement warrants held by it at the Closing for no additional consideration.

The Sponsor has also agreed to cover certain expenses incurred by Southport that are unpaid and payable at the Closing in excess of a specified cap.

The Sponsor Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties.

On September 11, 2024, Southport also entered into a Stockholder Support Agreement (the “Angel Studios Stockholder Support Agreement”) by and among Southport, Angel Studios and certain stockholders of Angel Studios (the “Key Stockholders”).

Under the Angel Studios Stockholder Support Agreement, the Key Stockholders agreed, with respect to the outstanding shares of Angel Studios common stock held by such Key Stockholders, to vote their shares or execute and deliver a written consent adopting the Merger Agreement and related transactions and approving the Merger Agreement and transactions contemplated thereby.

On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third Extension Special Meeting”) to obtain stockholder approval to further amend the Company’s amended and restated certificate of incorporation to extend the time by which the Company must consummate its initial Business Combination from December 14, 2024 to September 30, 2025, as contemplated by the Merger Agreement (the “Third Extension Amendment Proposal”).

On October 11, 2024, the Company received a redemption report from the Trustee indicating that, as of October 11, 2024, the holders of 985,170 shares of the Company’s Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.08 per share.

On October 14, 2024, the Company determined to postpone the Third Extension Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals.

On October 21, 2024, the Company cancelled the Third Extension Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to amend the Company’s amended and restated certificate of incorporation to eliminate the limitation that the Company may not redeem its outstanding shares of Class A common stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $ 5,000,001 , in order to allow the Company to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”).

Accordingly, the redemptions indicated on the October 11, 2024 redemption report from the Trustee in connection with the Third Extension Special Meeting were not processed.

On October 29, 2024, the Company filed an amendment to the Original Filing that amends and restates the Original Filing to:

1) reschedule the Third Extension Special Meeting originally scheduled for October 15, 2024 and postponed to October 22, 2024 (as previously disclosed in the Current Report on Form 8-K filed with the SEC on October 15, 2024) to November 13, 2024 and 2) reflect the addition of the Redemption Limitation Amendment Proposal.

On November 13, 2024, the Company held the Third Extension Special Meeting, at which the Company’s stockholders approved the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.

In connection with the vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $ 11.15 per Public Share, for an aggregate redemption amount of $ 12,543,118 .

Risks and Uncertainties

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.

Management is currently evaluating the impact of the Russia-Ukraine war, the war in the Middle East, 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, 2024.

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

8 unchanged sentences

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.

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 First Extension Special Meeting.

On March 14, 2024, 2,986,952 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $ 32,214,591 in connection with the Second Extension Special Meeting.

On November 13, 2024, 1,125,126 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $ 12,543,118 in connection with the Third Extension Special Meeting.

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

7 unchanged sentences

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 5).

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.

Management plans to address this uncertainty through a promissory note with the Sponsor and 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 5).

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.

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

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The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and Merger Sub.

All intercompany transactions and balances have been eliminated upon consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 2,171,553 and $ 50,858 of cash and no cash equivalents as of December 31, 2023 and 2022.

The Company had $ 494,974 and $ 2,171,553 of cash and no cash equivalents as of December 31, 2024 and 2023, respectively.

Marketable Securities Held in Trust Account

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(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 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.

(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 September 30, 2025 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 September 30, 2025.

In connection with the First Extension Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.49 per share of Class A common stock, for an aggregate redemption amount of $ 197,694,657 .

The Trustee redeemed $ 197,694,657 of marketable securities held in the Trust Account to pay the holders redeeming 18,849,935 shares of Class A common stock on July 7, 2023.

In connection with the Second Extension Special Meeting, 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 .

The Trustee redeemed the $ 32,214,591 of marketable securities held in the Trust Account to pay the holders redeeming 2,986,952 shares of Class A common stock on March 27, 2024.

In connection with the Third Extension Special Meeting, the holders of 1,125,126 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.15 per share of Class A common stock, for an aggregate redemption amount of $ 12,543,118 .

The Trustee redeemed the $ 12,543,118 of marketable securities held in the Trust Account to pay the holders redeeming 1,125,126 shares of Class A common stock on November 15, 2024.

Accordingly, as of December 31, 2024 and 2023, there was $ 429,151 and $ 44,709,805 , respectively, of marketable securities held in the Trust Account.

Fair Value of Financial Instruments

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Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.

For the year ended December 31, 2023, the Company has recorded accretion of $ 6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $ 44,709,805 .

For the year ended December 31, 2024, the Company has recorded accretion of $ 966,174 to remeasure the value of Class A common stock subject to possible redemption value of $ 429,151 , which is offset by $ 44,757,709 of Class A stockholder redemptions and $ 489,119 of withdrawals from the Trust Account for income taxes.

As of December 31, 2024 and 2023, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table:

1 unchanged sentence

Remeasurement of Class A common stock subject to possible redemption

Redemption of Class A common stock

( 197,694,657 )

Trust Account withdrawal for tax payments

( 2,287,729 )

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

Remeasurement of Class A common stock subject to possible redemption

Share redemptions payable

Redemption of Class A common stock

( 44,757,709 )

Trust Account withdrawal for tax payments

( 2,287,729 )

Class A common stock subject to possible redemption, December 31, 2024

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

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.

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 interest of $ 11,400 related to late payments of the Company’s 2024 Delaware franchise tax, penalties and interest of $ 19,203 related to late and overdue payments of the Company’s 2023 Delaware franchise tax, and penalties and interest of $ 22,062 related to late filing of the Company’s 2022 federal and state tax returns.

Net Income (Loss) Per Common Stock

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

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.

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.

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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):

The following table reflects the calculation of basic and diluted net loss per common stock for the year ended December 31, 2024 (in dollars, except per share amounts):

For the Year Ended

December 31, 2024

( 5,107,051 )

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

( 6,707,678 )

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

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Weighted average shares ratio

Net income allocated 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

Net loss allocated based on ownership percentage

( 1,118,969 )

1 unchanged sentence

( 5,107,051 )

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

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

( 4,360,613 )

( 5,107,051 )

Weighted average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net loss per share

The following table reflects the calculation of basic and diluted net income (loss) per common stock for the year ended December 31, 2023 (in dollars, except per share amounts):

For the Year Ended

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

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Total number of shares

Ownership percentage

Weighted average shares ratio

Net income allocated based on ownership percentage

Remeasurement of Class A redeemable shares to redemption value 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 )

( 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

1 unchanged sentence

Weighted average shares outstanding

Basic and diluted net income per share

Basic and diluted net income (loss) per share

Related Parties

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No.

2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

ASU 2020-06 became effective on January 1, 2022, with early adoption permitted.

The Company did not early adopt ASU 2020-06.

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

In November 2023, the FASB issued Accounting Standard Update 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses.

The standard was effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this ASU for the annual period ended December 31, 2024 and applied the provisions retrospectively to each period presented in the financial statements.

Adoption of the new standard did not have a material impact on our financial statements.

In December 2023, the FASB issued ASU No.

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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.

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

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As of December 31, 2024 and 2023, no Working Capital Loans were outstanding.

Sponsor Promissory Note

On October 3, 2024, the Sponsor agreed to loan the Company an aggregate of up to $ 1,000,000 to cover expenses related to the Business Combination (the “Sponsor Promissory Note”).

The Sponsor Promissory Note is non-interest bearing and payable on the earlier of September 30, 2025 or the date on which the Company consummates a Business Combination.

If the Company does not consummate a Business Combination, the Sponsor Promissory Note will not be repaid and all amounts owed under the Sponsor Promissory Note will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account.

As of December 31, 2024 and 2023, the Company had $ 439,004 and $ 0 , respectively, outstanding under the Sponsor Promissory Note

Due to and due from Related Party

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For the year ended December 31, 2024 and 2023, the Company has paid $ 0 and $ 10,500 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 Company has accrued $ 411,500 and $ 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, 2024 and 2023, respectively.

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.

For the years ended December 31, 2024 and 2023, the Sponsor made capital contributions of $ 644,227 and $ 800,000 , respectively, to the Company to fund outstanding payments to vendors.

The Sponsor can, but is not obligated 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.

Sponsor Support Agreement

On September 11, 2024, the Company also entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), by and among the Company, the Sponsor and Angel Studios, pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Merger Agreement and the transactions contemplated thereby and (ii) not redeem its shares of the Company’s common stock in connection therewith.

In addition, the Sponsor has agreed to forfeit all of the private placement warrants held by it at the Closing for no additional consideration.

The Sponsor has also agreed to cover certain expenses incurred by the Company that are unpaid and payable at the Closing in excess of a specified cap.

The Sponsor Support Agreement will terminate upon the earlier of the termination of the Merger Agreement or written agreement by the parties.

Stockholders’ Deficit

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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.

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 First Extension Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption.

On March 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Second Extension Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.

On November 13, 2024, the holders of 1,125,126 shares of Class A common stock properly exercised their right to redeem their shares for cash in connection with the Third Extension Special Meeting, resulting in 37,987 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, at December 31, 2024 and 2023, there were 4,237,987 and 8,350,065 shares of Class A common stock issued and outstanding , including 37,987 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively.

4 unchanged sentences

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.

Accordingly, as of December 31, 2024 and 2023, there were 1,550,000 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.

In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20 % of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans.

Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination.

Holders of shares

of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination.

The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

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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 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.

If the Company is unable to complete a Business Combination by September 30, 2025 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.

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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.

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 First Extension Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Extension 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 First 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 First Extension Special Meeting.

The Company previously extended the deadline six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock 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 .

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 non-redemption agreement expense on the condensed consolidated statements of operations.

The Company determined the excess fair value of the 1,499,996 shares of Class B common stock transferred to such third parties upon the consummation of the First Extension to be $ 1,209,879 .

Fair Value Measurements

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Private Placement Warrants

The following table presents the changes in the fair value of the Company’s liabilities classified as Level 2 as of December 31, 2024 and 2023.

Warrant Liabilities

Level 2 Derivative warrant liabilities as of December 31, 2023

Change in fair value of Private Placement Warrant liability

Transfer of Public Warrant liability to Level 2

Level 2 Derivative warrant liabilities as of December 31, 2024

The Public Warrants were reclassified from Level 1 to Level 2 as a result of the delisting of the Company’s Class A common stock and Public Warrants from the NYSE on March 21, 2024.

At December 31, 2024 and 2023, the Company’s warrant liability was valued at $ 4,639,000 and $ 580,500 , respectively.

7 unchanged sentences

Derivative warrant liabilities as of December 31, 2022

Change in fair value

( 8,259,950 )

( 8,429,000 )

( 16,688,950 )

Derivative warrant liabilities as of December 31, 2022

Establishment of share repurchase liability

3 unchanged sentences

Derivative warrant liabilities as of December 31, 2023

Change in fair value

Derivative warrant liabilities as of December 31, 2024

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 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.

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 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.

As of December 31, 2024, the Public Warrants have detached from the Units and are separately tradable on the over-the-counter markets.

The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of December 31, 2024.

7 unchanged sentences

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 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 First 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 March 14, 2024, the Sponsor transferred an additional 999,996 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements.

The Company estimated the fair value of the 999,996 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 Company utilized June 9, 2023, the date of the consummation of the First 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, December 13, 2023, January 12, 2024 and February 14, 2024 as the measurement dates for the transfer of the 166,666 Class B shares ( 999,996 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:

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Valuation allowance

( 1,332,345 )

Net deferred tax assets

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The Company considers Delaware to be a significant state tax jurisdiction.

Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

The CODM uses net income or loss to manage the business and forecasts to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews significant expenses, which are consistent with those reported on the statements of operations, to manage, maintain, and enforce contractual agreements to ensure costs are aligned with agreements and the budget.

The measure of segment assets is reported on the balance sheets as total assets.

All segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.

Subsequent Events

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).

On January 14, 2025, the Company made a $ 140,000 payment to the Internal Revenue Service for 2024 estimated federal taxes.

On January 15, 2025, certain third-party investors in the Company transferred an aggregate of 262,502 shares of Class B Common Stock, which had previously been transferred by the Sponsor to such investors, back to the Sponsor for no additional consideration in connection with the liquidation of certain of such investors’ investment vehicles.

Accordingly, as of January 15, 2025, the Sponsor holds 4,200,000 shares of Class A common stock, par value $ 0.0001 per share, of the Company, 312,506 shares of Class B Common Stock and 11,700,000 private placement warrants of the Company.

On February 14, 2025, Southport, Angel Studios and Merger Sub entered into the Amendment No.

1 to Agreement and Plan of Merger (the “Merger Agreement Amendment”), which amends the Merger Agreement to (i) remove the closing condition requiring the Company to have at least $ 5,000,001 of net tangible assets upon the Closing, (ii) amend the definitions of “Acquiror Expense Cap” (as defined in the Merger Agreement Amendment) and “Transaction Expenses” (as defined in the Merger Agreement Amendment) and (iii) amend the provision regarding expense statements.

Other than as expressly modified by the Merger Agreement Amendment, the Merger Agreement remains in full force and effect.

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.

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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