What changed in this filing

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Item 1. Financial Statements

2025-05-16 compared with 2024-11-14 · 192 added, 276 removed, 442 unchanged (51% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2024

March 31, 2025

Current Assets:

2 unchanged sentences

Non-Current Assets:

Marketable securities held in Trust Account

Marketable securities held in Trust Account (including $ 1,541 and $ 1,603 of accrued dividends as of March 31, 2025 and December 31, 2024, respectively)

Total Non-current Assets

5 unchanged sentences

Due to related party

Promissory note – related party

Administrative support fee – related party

8 unchanged sentences

200,000,000 shares authorized;

1,163,113 and 4,150,065 shares issued and outstanding subject to possible redemption at redemption value as of September 30, 2024 and December 31, 2023, respectively

37,987 shares issued and outstanding subject to possible redemption at redemption value as of March 31, 2025 and December 31, 2024, respectively

Stockholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

4,200,000 issued and outstanding (excluding 1,163,113 shares subject to possible redemption) as of September 30, 2024 and 4,200,000 issued and outstanding (excluding 4,150,065 shares subject to possible redemption) as of December 31, 2023

4,200,000 issued and outstanding (excluding 37,987 shares subject to possible redemption) as of March 31, 2025 and December 31, 2024

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

1,550,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023

1,550,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Nine Months

September 30,

Operating costs:

Insurance expense

Administrative expense

Administrative expense – related party

Administrative expenses

Administrative expenses – related party

Legal and accounting expenses

Franchise tax expense

Other operating costs

Franchise tax

Bank fees, general and administrative expenses

Total expenses

Loss from operations

Other income (loss):

Other income (expense):

Change in fair value of warrant liability

( 1,392,000 )

( 1,275,500 )

Non-redemption agreement expense

Dividend income on marketable securities held in Trust Account

Other (expense) income

( 1,226,500 )

(Loss) income before provision for income taxes

( 1,471,678 )

( 1,600,931 )

Provision for income taxes

( 1,253,934 )

Net (loss) income

( 1,495,898 )

( 1,739,275 )

Weighted average shares outstanding of redeemable Class A common stock

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

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

Weighted average shares outstanding of non-redeemable Class A and Class B common stock

3 unchanged sentences

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Class A common stock

6 unchanged sentences

( 8,501,447 )

Sponsor capital contribution for non-redemption agreements

Sponsor cash capital contribution

Redemption of Class A common stock

( 2,986,952 )

( 32,214,591 )

Excise tax liability

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

2 unchanged sentences

( 8,607,623 )

Sponsor cash capital contribution

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2024

( 4,226,914 )

( 3,580,689 )

Sponsor cash capital contribution

Remeasurement of Class A common stock subject to possible redemption

( 1,495,898 )

Balance – September 30, 2024

( 5,722,812 )

( 5,022,087 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Class A common stock

6 unchanged sentences

( 3,388,965 )

Remeasurement of Class A common stock subject to possible redemption

( 2,525,300 )

Balance – March 31, 2023

( 2,797,987 )

( 2,797,412 )

Sponsor conversion of Class B common stock

( 4,200,000 )

Sponsor capital contribution for non-redemption agreements

Sponsor cash capital contribution

Redemption of Class A common stock

1 unchanged sentence

( 32,214,591 )

Trust Account withdrawal for tax payments

Remeasurement of Class A common stock subject to possible redemption

( 2,477,247 )

( 2,864,208 )

Balance – June 30, 2023

( 3,157,987 )

( 3,157,412 )

Excise tax liability

( 1,976,947 )

Sponsor cash capital contribution

Sponsor capital contribution for non-redemption agreements

Trust Account withdrawal for tax payments

( 1,827,729 )

Remeasurement of Class A common stock subject to possible redemption

Balance – September 30, 2023

Balance – March 31, 2024

( 3,721,930 )

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months

September 30,

For the Three Months

Cash Flows from Operating Activities:

Net (loss) income

( 1,739,275 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Accrued dividend on marketable securities held in Trust Account

7 unchanged sentences

Prepaid expenses

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 1,989,167 )

1 unchanged sentence

Purchases of marketable securities held in Trust Account

( 5,932,442 )

Proceeds from marketable securities held in Trust Account

Net cash provided by investing activities

Net cash (used in) provided by investing activities

Cash Flows from Financing Activities:

1 unchanged sentence

( 32,214,591 )

( 197,694,657 )

Cash capital contribution from Sponsor

Net cash (used in) financing activities

( 31,661,363 )

Promissory note – related party

Net cash provided by (used in) financing activities

( 31,978,944 )

5 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Trust Account withdrawal for tax payments

Excess fair value of Class B common stock transferred by Sponsor

2 unchanged sentences

Cash paid for taxes

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

Trust Account withdrawal for tax payments

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

SOUTHPORT ACQUISTION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Organization and Business Operations

Southport Acquisition Corporation (the “Company” or “Southport”) is a blank check company formed in Delaware on April 13, 2021.

Southport Acquisition Corporation (the “Company”, “SAC”, or “Southport”) is a blank check company formed in Delaware on April 13, 2021.

The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

2 unchanged sentences

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

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

As of September 30, 2024, the Company had not yet commenced any operations.

All activity from inception through September 30, 2024 related to the Company’s formation, initial public offering (the “IPO”), and pursuit of a Business Combination.

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

As of March 31, 2025, the Company had not yet commenced any operations.

All activity from inception through March 31, 2024 related to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a Business Combination.

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

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

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 Special Meeting.

In connection with the First 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 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.

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 First 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.

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.

1 unchanged sentence

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 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 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.

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.

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.

3 unchanged sentences

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.

Agreement and Plan of Merger

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”).

1 unchanged sentence

(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;

(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.”.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the approval of the Merger Agreement and the transactions contemplated thereby by the respective stockholders of Southport and Angel Studios, and the approval by Southport’s stockholders of an extension to Southport’s deadline to consummate a business combination to September 30, 2025 (see Note 11).

Sponsor Support Agreement

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.

2 unchanged sentences

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

Angel Studios Stockholder Support Agreement

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 .

Accordingly, as of March 31, 2025, there was 4,237,987 shares of Class A common stock issued and outstanding (including 37,987 shares of Class A common stock subject to possible redemption) and $ 433,645 held in the Trust Account.

On January 15, 2025, certain third-party investors in the Company transferred an aggregate of 262,502 shares of Class B common stock, par value $ 0.0001 per share, of the Company, 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.

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

1 to the Merger Agreement (the “Merger Agreement Amendment”), which amended the Merger Agreement to (i) remove the closing condition that SAC 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.

Risks and Uncertainties

Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “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 September 30, 2024.

Management is currently evaluating the impact of the Russia-Ukraine war, the conflicts in the Middle East, tariffs and trade restrictions, interest rate fluctuations, and the recently adopted Securities and Exchange Commission (the “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 March 31, 2025.

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

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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 First 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 Special Meeting.

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”.

1 unchanged sentence

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

The Company evaluated the current status and probability of completing an initial Business Combination as of September 30, 2024 and

determined that a contingent liability should be calculated and recorded.

As of September 30, 2024, the Company recorded $ 2,299,092 of excise tax liability calculated as 1% of shares redeemed.

The Company evaluated the current status and probability of completing an initial Business Combination as of March 31, 2025 and determined that a contingent liability should be calculated and recorded.

As of March 31, 2025, the Company recorded $ 2,424,524 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

As of September 30, 2024 and December 31, 2023, the Company had cash of $ 517,975 and $ 2,171,553 , respectively, and working capital deficit of $ 3,166,087 and $ 2,808,465 , respectively.

As of March 31, 2025 and December 31, 2024, the Company had cash of $ 354,346 and $ 494,974 , respectively, and working capital deficit of $ 4,027,523 and $ 3,862,447 , respectively.

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

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

Management plans to address this uncertainty through capital contributions or 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).

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 within the Combination Period.

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

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024, which contains the audited financial statements and notes thereto.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of

financial position, results of operations, or cash flows.

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on April 15, 2025, which contains the audited financial statements and notes thereto.

The financial information as of December 31, 2024 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

The interim results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.

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

3 unchanged sentences

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

5 unchanged sentences

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 $ 517,975 and $ 2,171,553 of cash and no cash equivalents as of September 30, 2024 and December 31, 2023, respectively.

The Company had $ 354,346 and $ 494,974 of cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

6 unchanged sentences

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

In connection with the First 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 .

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 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 .

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.

Accordingly, as of September 30, 2024 and December 31, 2023, there was $ 12,895,117 and $ 44,709,805 of marketable securities held in the Trust Account.

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 March 31, 2025 and December 31, 2024, there was $ 433,645 and $ 429,151 , respectively, of marketable securities held in the Trust Account.

Fair Value of Financial Instruments

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

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

Fair Value Measurements

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Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

As of September 30, 2024 and December 31, 2023, derivative liabilities are comprised of the warrant liability of $ 1,856,000 and $ 580,500 , respectively.

As of March 31, 2025 and December 31, 2024, derivative liabilities are comprised of the warrant liability of $ 4,580,100 and $ 4,639,000 , respectively.

Warrant Liability

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

Accordingly, at September 30, 2024 and December 31, 2023, 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively.

Accordingly, at March 31, 2025 and December 31, 2024, 37,987 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet, respectively.

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

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

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 at a redemption price of approximately $ 10.49 per share of Class A common stock, for an aggregate redemption amount of $ 197,694,657 .

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 at a redemption price of approximately $ 10.79 per share of Class A common stock, for an aggregate redemption amount of $ 32,214,591 .

For the three and nine months ended September 30, 2024, the Company has recorded accretion of $ 165,500 and $ 889,022 , respectively.

As of September 30, 2024 and December 31, 2023, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables:

Class A common stock subject to possible redemption, December 31, 2022

Remeasurement of Class A common stock subject to possible redemption

Share redemptions payable

( 197,694,657 )

Trust Account withdrawal for tax payments

( 2,287,729 )

For the three months ended March 31, 2025 and 2024, the Company has recorded accretion of $ 4,494 and $ 559,907 , respectively, to remeasure the value of Class A common stock subject to possible redemption value of $ 433,645 and $ 12,566,002 , respectively.

As of March 31, 2025 and December 31, 2024, the Class A common stock, classified as temporary equity in the condensed consolidated balance sheets, are reconciled in the following tables:

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

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Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, September 30, 2024

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

Remeasurement of Class A common stock subject to possible redemption

Class A common stock subject to possible redemption, March 31, 2025

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or

deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

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

There were no unrecognized tax benefits and $ 468 accrued for interest and penalties related to 2021 California franchise taxes as of September 30, 2024.

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 a change in accounting estimate related to the Company’s 2024 Delaware franchise tax accrual.

The Company has adjusted the 2024 Delaware franchise tax accrual from $ 219,400 , comprised of $ 200,000 of franchise tax and $ 19,400 of related interest and penalties as of December 31, 2024, to $ 18,746 , comprised of $ 16,400 of franchise tax and $ 2,346 of related interest and penalties as of March 31, 2025, to agree to the 2024 Delaware franchise tax filing submission.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025, other than those previously mentioned.

Net Income (Loss) Per Common Stock

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

The condensed consolidated 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 (loss) per common stock.

The condensed 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 (loss) 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 three and nine months ended September 30, 2024 and 2023, as a result of shareholder redemptions.

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 three months ended March 31, 2025 and 2024 as a result of shareholder redemptions.

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

For the Three Months Ended

September 30, 2024

( 1,495,898 )

March 31, 2025

Remeasurement of Class A redeemable shares to redemption value

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

( 1,661,398 )

For the Three Months Ended

September 30, 2024

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Weighted average shares ratio

Net loss allocated based on weighted average shares ratio

( 1,244,217 )

( 1,495,898 )

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

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

Total loss based on weighted average shares ratio

( 1,381,872 )

( 1,495,898 )

Weighted average shares outstanding

Basic and diluted net loss per share

For the Nine Months Ended

September 30, 2024

( 1,739,275 )

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments

( 2,139,178 )

For the Nine Months Ended

September 30, 2024

March 31, 2025

Class A and Class B

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Total number of shares

Weighted average shares ratio

Net loss allocated based on weighted average shares ratio

( 1,295,477 )

( 1,739,275 )

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

Ownership percentage

Net loss allocated based on ownership percentage

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

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

Total income (loss) based on weighted average shares ratio

( 1,593,340 )

( 1,739,275 )

Total income (loss) based on ownership percentage

Weighted average shares outstanding

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For the Three Months Ended

September 30, 2023

March 31, 2024

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

Net income including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments

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

For the Three Months Ended

September 30, 2023

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

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

( 1,827,729 )

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

Total (loss) income based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net (loss) income per share

For the Nine Months Ended

September 30, 2023

Trust Account withdrawals for tax payments

Remeasurement of Class A redeemable shares to redemption value

( 6,120,704 )

Net loss including accretion of Class A redeemable shares to redemption value and Trust Account withdrawals for tax payments

( 1,001,781 )

For the Nine Months Ended

September 30, 2023

March 31, 2024

Class A and Class B

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

( 4,440,608 )

( 1,680,096 )

( 6,120,704 )

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 weighted average shares ratio

Total income based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net income per share

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

As of September 30, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

As of March 31, 2025 and December 31, 2024, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Recent Accounting Pronouncements

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

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

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

individual jurisdictions.

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

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

The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

Initial Public Offering

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

As of September 30, 2024 and December 31, 2023, $ 12,895,117 and $ 44,709,805 was held in the Trust Account, respectively.

In addition, as of September 30, 2024 and December 31, 2023, $ 517,975 and $ 2,171,553 of cash was not held in the Trust Account and is available for working capital purposes, respectively.

As of March 31, 2025 and December 31, 2024, $ 433,645 and $ 429,151 was held in the Trust Account, respectively.

In addition, as of March 31, 2025 and December 31, 2024, $ 354,346 and $ 494,974 of cash was not held in the Trust Account and is available for working capital purposes, respectively.

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

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(A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Notwithstanding the foregoing, if the closing price of the Company’s

Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up.

Related Party Loans

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

As of September 30, 2024 and December 31, 2023, no Working Capital Loans were outstanding.

As of March 31, 2025 and 2024, 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 March 31, 2025 and December 31, 2024, the Company had $ 643,132 and $ 439,004 , respectively, outstanding under the Sponsor Promissory Note.

Due to Related Party

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

As of September 30, 2024 and December 31, 2023, the Company owed $ 270,590 and $ 236,233 , respectively.

As of March 31, 2025 and December 31, 2024, the Company owed $ 270,590 to the Sponsor.

Administrative Support Agreement

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

For the three and nine months ended September 30, 2024, the Company has paid $ 0 under the agreement.

For the three and nine months ended September 30, 2023, the Company has paid $ 10,500 under the agreement.

The Company has accrued $ 366,500 and $ 231,500 related to the unpaid amounts under the administrative support agreement as of September 30, 2024 and December 31, 2023, respectively, which is recorded to administrative support fee – related party liability on the balance sheets.

For the three months ended March 31, 2025 and 2024, the Company has paid $ 0 under the agreement.

The Company has accrued $ 456,500 and $ 411,500 related to the unpaid amounts under the administrative support agreement as of March 31, 2025 and December 31, 2024, respectively, which is recorded to administrative support fee – related party liability on the balance sheets.

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

Sponsor Cash Capital Contribution

As of September 30, 2024, the Sponsor made capital contributions of $ 1,353,228 to the Company to fund outstanding payments to the Company’s vendors.

The Sponsor made $ 220,000 and $ 553,228 of contributions for the three and nine months ended September 30, 2024, respectively.

The Sponsor made $ 0 of contributions for the three and nine months ended September 30, 2023.

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

As of March 31, 2025, the Sponsor made capital contributions of $ 1,444,227 to the Company to fund outstanding payments to the Company’s vendors.

The Sponsor made $ 0 and $ 235,647 of contributions for the three months ended March 31, 2025 and 2024, respectively.

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’ Equity

Preferred stock — The Company is authorized to issue up to 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

At September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

At March 31, 2025 and December 31, 2024, there were no shares of preferred stock issued or outstanding.

Class A common stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

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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 First 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 Special Meeting, resulting in 1,163,113 shares of Class A common stock issued and outstanding and subject to possible redemption.

Accordingly, at September 30, 2024 and December 31, 2023, there were 5,363,113 and 8,350,065 shares of Class A common stock issued and outstanding , including 1,163,113 and 4,150,065 shares of Class A common stock subject to possible redemption, respectively.

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 March 31, 2025 and December 31, 2024, there were 4,237,987 shares of Class A common stock issued and outstanding, including 37,987 shares of Class A common stock subject to possible redemption, respectively.

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

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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 1,550,000 shares of Class B common stock issued and outstanding.

Accordingly, as of September 30, 2024 and December 31, 2023, there were 1,550,000 shares of Class B common stock issued and outstanding, of which 50,004 shares are held by the Sponsor and 1,499,996 were transferred to third party investors pursuant to the Non-Redemption Agreements.

Accordingly, as of March 31, 2025 and December 31, 2024, there were 1,550,000 shares of Class B common stock issued and outstanding, of which 312,506 are held by the Sponsor and 1,237,494 were transferred to third-party investors pursuant to the Non-Redemption Agreements.

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.

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.

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In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, (i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price and the $ 10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

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

12 unchanged sentences

If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

There has been no change in the classification of the warrants as of September 30, 2024.

In connection with the Merger Agreement and 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 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.

Additionally, in connection with the Sponsor Support Agreement, the Sponsor has agreed to forfeit all of the Private Placement Warrants held by it at the Closing for no additional consideration.

There has been no change in the classification of the warrants as of March 31, 2024.

Commitments and Contingencies

13 unchanged sentences

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 (the “Non-Redeemed Shares”) in connection with the First Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First 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 Special Meeting.

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).

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 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 .

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.

Fair Value Measurements

Recurring Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2024, and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30, 2024

The following table presents information about the Company’s assets and liabilities that are measured at fair value at March 31, 2025, and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2025

Marketable securities held in trust account

5 unchanged sentences

Private Placement Warrants

At September 30, 2024, and December 31, 2023, the Company’s warrant liability was valued at $ 1,856,000 and $ 580,500 .

The following table presents the changes in the fair value of the Company’s liabilities classified as Level 2 as of March 31, 2025 and December 31, 2024:

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

Change in fair value of warrant liabilities

Level 2 Derivative warrant liabilities as of March 31, 2025

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 March 31, 2025, and December 31, 2024, the Company’s warrant liability was valued at $ 4,580,100 and $ 4,639,000 .

Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment.

1 unchanged sentence

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

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

The following table presents fair value information for the three and nine months ended September 30, 2024, and 2023, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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

The following table presents fair value information for the three months ended March 31, 2025, and 2024, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

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

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

For the Three and Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Derivative warrant liabilities as of December 31, 2024

1 unchanged sentence

Derivative warrant liabilities as of March 31, 2025

Change in fair value

Derivative warrant liabilities as of June 30, 2024

Change in fair value

Derivative warrant liabilities as of September 30, 2024

For the Three and Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Derivative warrant liabilities as of December 31, 2023

1 unchanged sentence

Derivative warrant liabilities as of March 31, 2024

Establishment of share repurchase liability

Change in fair value

Derivative warrant liabilities as of June 30, 2023

Share repurchase payment

( 197,694,657 )

Change in fair value

Derivative warrant liabilities as of September 30, 2023

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

The Company 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 September 30, 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 September 30, 2024.

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at September 30, 2024 and 2023:

September 30,

As of March 31, 2025, 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 March 31, 2025.

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at March 31, 2025 and 2024:

Common stock price

19 unchanged sentences

The Company utilized the discrete method for estimating its interim income tax provision.

During the three and nine months ended September 30, 2024, the Company recorded an income tax provision of $ 24,220 and $ 138,344 , respectively, and our effective tax rate was 1.65 % and 8.64 % respectively.

During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $ 142,965 and $ 1,253,934 , respectively, and our effective tax rate was 107.94 % and 30.70 %, respectively.

During the three months ended March 31, 2025 and 2024, the Company recorded an income tax provision of $ 88,327 and $ 64,703 , respectively, and our effective tax rate was ( 661.36 )% and 19.83 %, respectively.

The effective tax rate differs from the Federal statutory tax rate of 21 % due to changes in the fair value of warrant liabilities and valuation allowance on the deferred tax assets.

The income tax provision of $ 88,327 for the three months ended March 31, 2025 includes a return to provision adjustment of $ 35,014 .

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of capitalized startup costs.

The Company considered the history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not

realize the benefits of its deferred tax assets.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of September 30, 2024.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of March 31, 2025.

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

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 as funds available to it outside of the Trust Account.

On October 2, 2024, the Company filed a definitive proxy statement with respect to a third special meeting of stockholders (the “Third 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 14, 2024, the Company determined to postpone the Third 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 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 Special Meeting were not processed.

On October 29, 2024, the Company filed an amendment to the definitive proxy statement that was filed with the SEC on October 2, 2024 (the “Original Filing”) that amends and restates the Original Filing to:

1) reschedule the Third 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 12, 2024, the Company filed a Registration Statement on Form S-4 with the SEC in connection with the Business Combination with Angel Studios.

On November 13, 2024, the Company held the Third 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 $ 11.08 per Public Share, for an aggregate redemption amount of approximately $ 12 million.

On April 25, 2025, the Company filed its 2024 federal tax return.

The Company did no t make any additional payments with the return as the Company made estimated payments in excess of the tax liability for the year ended December 31, 2024.

On April 28, 2025, the Company filed its 2024 Delaware franchise tax report.

The Company paid $ 18,476 which is comprised of 2024 Delaware franchise tax of $ 16,400 , a $ 200 penalty, $ 1,826 of monthly interest on late payment, and a $ 50 annual filing fee.

The Company determined that these events represent conditions that existed as of the balance sheet date and have been adjusted for in the financial statements as of and for the three months ended March 31, 2025.

Refer to Note 2 and Note 10.

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-Q

Item 1. Financial Statements