What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-16 · 200 added, 139 removed, 495 unchanged (41% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2025

June 30, 2025

Current Assets:

2 unchanged sentences

Non-Current Assets:

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)

Marketable securities held in Trust Account (including $ 1,439 and $ 1,603 of accrued dividends as of June 30, 2025 and December 31, 2024, respectively)

Total Non-current Assets

16 unchanged sentences

200,000,000 shares authorized;

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

37,987 shares issued and outstanding subject to possible redemption at redemption value as of June 30, 2025 and December 31, 2024

Stockholders’ Deficit

4 unchanged sentences

200,000,000 shares authorized;

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

4,200,000 issued and outstanding (excluding 37,987 shares subject to possible redemption) as of June 30, 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 March 31, 2025 and December 31, 2024

1,550,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Additional paid-in capital

10 unchanged sentences

For the Three Months

For the Six Months

Operating costs:

Insurance expense

Administrative expenses

Administrative expenses – related party

Administrative expense

Administrative expense – related party

Legal and accounting expenses

Franchise tax

Bank fees, general and administrative expenses

Franchise tax expense

Formation, general and administrative expenses

Total expenses

Loss from operations

Other income (expense):

Other income (loss):

Change in fair value of warrant liability

( 1,217,750 )

( 1,158,850 )

Non-redemption agreement expense

Dividend income on marketable securities held in Trust Account

(Loss) income before provision for income taxes

Other (expense) income

( 1,213,229 )

( 1,149,835 )

Loss before provision for income taxes

( 1,555,467 )

( 1,568,822 )

Provision for income taxes

Net (loss) income

( 1,555,744 )

( 1,657,426 )

Weighted average shares outstanding of redeemable Class A common stock

1 unchanged sentence

Weighted average shares outstanding of 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)

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 unaudited condensed consolidated financial statements.

1 unchanged sentence

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

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Class A common stock

10 unchanged sentences

( 8,607,623 )

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Remeasurement of Class A common stock subject to possible redemption

( 1,555,744 )

Balance – June 30, 2025

( 10,873,445 )

( 10,167,888 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Class A common stock

17 unchanged sentences

( 3,009,671 )

Sponsor cash capital contribution

Remeasurement of Class A common stock subject to possible redemption

Balance – June 30, 2024

( 4,226,914 )

( 3,580,689 )

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months

For the Six Months

Cash Flows from Operating Activities:

Net (loss) income

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

( 1,657,426 )

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

Accrued dividend on marketable securities held in Trust Account

12 unchanged sentences

Proceeds from marketable securities held in Trust Account

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities:

Drawdowns on promissory note – related party

Payment to Class A common stockholders for redemptions

1 unchanged sentence

Cash capital contribution from Sponsor

Promissory note – related party

Net cash provided by (used in) financing activities

Net cash (used in) financing activities

( 31,881,363 )

5 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

Share redemption payable

Trust Account withdrawal for tax payments

Excess fair value of Class B common stock transferred by Sponsor

2 unchanged sentences

Cash paid for taxes

Trust Account withdrawal for tax payments

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

8 unchanged sentences

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.

As of June 30, 2025, the Company had not yet commenced any operations.

All activity from inception through June 30, 2025 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.

7 unchanged sentences

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.

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”).

15 unchanged sentences

(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 the Company’s Class A common stock and such warrants will cease to be outstanding;

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

2 unchanged sentences

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.

The Sponsor Support 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 2, 2024, the Company filed a definitive proxy statement (the “Original Third Extension 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.

2 unchanged sentences

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:

On October 29, 2024, the Company filed an amendment to the Original Third Extension Proxy Statement that amends and restates the Original Third Extension Proxy Statement 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.

1 unchanged sentence

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.

Accordingly, as of June 30, 2025, 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) and $ 438,166 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.

Agreement Amendment) and “Transaction Expenses” (as defined in the Merger Agreement Amendment) and (iii) amend the provision regarding expense statements.

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 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.

Management is currently evaluating the impact of the Russia-Ukraine war, the conflicts in the Middle East, tariff 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 June 30, 2025.

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 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.

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 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 stockholder vote to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024.

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 vote to approve the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.

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 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.

The Company evaluated the current status and probability of completing an initial Business Combination as of June 30, 2025 and determined that a contingent liability should be calculated and recorded.

As of June 30, 2025, the Company recorded $ 2,424,524 of excise tax liability calculated as 1% of shares redeemed.

Going Concern

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.

As of June 30, 2025 and December 31, 2024, the Company had cash of $ 328,610 and $ 494,974 , respectively, and working capital deficit of $ 4,370,038 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 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).

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).

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.

4 unchanged sentences

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 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.

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 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.

The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future interim periods.

Emerging Growth Company

11 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 $ 354,346 and $ 494,974 of cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

The Company had $ 328,610 and $ 494,974 of cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

Following the closing of the IPO on December 14, 2021, an amount of $ 234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under

the Investment Company Act which invest only in direct U.S.

government treasury obligations.

9 unchanged sentences

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.

Accordingly, as of June 30, 2025 and December 31, 2024, there was $ 438,166 and $ 429,151 , respectively, of marketable securities held in the Trust Account.

Fair Value of Financial Instruments

11 unchanged sentences

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

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

As of June 30, 2025 and December 31, 2024, derivative liabilities are comprised of the warrant liability of $ 5,797,850 and $ 4,639,000 , respectively.

Warrant Liability

8 unchanged sentences

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 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.

Accordingly, at June 30, 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.

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:

For the three and six months ended June 30, 2025, the Company has recorded accretion of $ 4,521 and $ 9,015 , respectively, to remeasure the value of Class A common stock subject to possible redemption value of $ 438,166 .

For the three and six months ended June 30, 2024, the Company has recorded accretion of $ 163,615 and $ 723,522 , respectively, to remeasure the value of Class A common stock subject to possible redemption value of $ 12,729,617 .

As of June 30, 2025 and December 31, 2024, the Class A common stock, classified as temporary equity in the condensed balance sheets, are reconciled in the following tables:

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

5 unchanged sentences

Remeasurement of Class A common stock subject to possible redemption

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

Class A common stock subject to possible redemption, June 30, 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.

1 unchanged sentence

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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

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 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.

The 2024 Delaware franchise tax of $ 18,746 was paid on March 20, 2025.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025, other than those previously mentioned.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the U.S.

As the legislation was signed into law after June 30, 2025, its impacts are not reflected in the Company’s results for the three and six months ended June 30, 2025.

The Company is in the process of evaluating the OBBBA and has not estimated its financial impact at this time.

Net Income (Loss) Per Common Stock

4 unchanged sentences

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 months ended March 31, 2025 and 2024 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 and six months ended June 30, 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

March 31, 2025

June 30, 2025

( 1,555,744 )

Remeasurement of Class A redeemable shares to redemption value

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

( 1,560,265 )

For the Three Months Ended

March 31, 2025

June 30, 2025

Class A and Class B

4 unchanged sentences

Net loss allocated based on ownership percentage

( 1,545,534 )

( 1,555,744 )

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 ownership percentage

Total loss based on ownership percentage

( 1,550,025 )

( 1,555,744 )

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2025

( 1,657,426 )

Remeasurement of Class A redeemable shares to redemption value

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

( 1,666,441 )

For the Six Months Ended

June 30, 2025

Class A and Class B

Redeemable Shares

Non-redeemable shares

Total number of shares

Ownership percentage

Net loss allocated based on ownership percentage

( 1,646,548 )

( 1,657,426 )

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 loss based on ownership percentage

( 1,655,504 )

( 1,657,426 )

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Three Months Ended

March 31, 2024

Trust Account withdrawals for tax payments

June 30, 2024

Remeasurement of Class A redeemable shares to redemption value

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

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

For the Three Months Ended

March 31, 2024

June 30, 2024

Class A and Class B

3 unchanged sentences

Weighted average shares ratio

Net income allocated based on weighted average shares ratio

Net loss allocated based on weighted average shares ratio

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 income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income (loss) per share

For the Six Months Ended

June 30, 2024

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

For the Six Months Ended

June 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

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

2 unchanged sentences

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

Total income based on weighted average shares ratio

Total income (loss) based on weighted average shares ratio

Weighted average shares outstanding

Basic and diluted net income per share

Basic and diluted net income (loss) per share

Related Parties

3 unchanged sentences

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 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.

As of June 30, 2025, 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 currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

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

Initial Public Offering

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

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 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.

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 June 30, 2025 and December 31, 2024, $ 438,166 and $ 429,151 was held in the Trust Account, respectively.

In addition, as of June 30, 2025 and December 31, 2024, $ 328,610 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 addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”).

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $ 1.00 per warrant.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital

Loans may be convertible into warrants, at a price of $ 1.00 per warrant.

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

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

As of March 31, 2025 and 2024, no Working Capital Loans were outstanding.

As of June 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

Sponsor Promissory Note

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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.

As of June 30, 2025 and December 31, 2024, the Company had $ 814,146 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 March 31, 2025 and December 31, 2024, the Company owed $ 270,590 to the Sponsor.

As of June 30, 2025 and December 31, 2024, the Company owed $ 270,590 .

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 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.

For the three and six months ended June 30, 2025, the Company has paid $ 0 under the agreement.

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

The Company has accrued $ 501,500 and $ 411,500 related to the unpaid amounts under the administrative support agreement as of June 30, 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 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.

As of June 30, 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 no contributions for the three and six months ended June 30, 2025.

The Sponsor made $ 97,581 and $ 333,228 of contributions for the three and six months ended June 30, 2024, respectively.

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

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

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

At June 30, 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 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 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 First Extension Special Meeting, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption.

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.

Accordingly, at June 30, 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.

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 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.

Accordingly, as of June 30, 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.

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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The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or the Company’s liquidation.

The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

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The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 -day redemption period (or, in the case of a redemption described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 ,” the Company requires or permits the Public Warrants to be exercised on a cashless basis as described below), except, in the case of a redemption described above under “Redemption of warrants when the price per Class A common stock equals or exceeds $ 10.00 ,” if the sale of those shares of Class A common stock pursuant to the cashless exercise of the warrants is exempt from registration under the Securities Act.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the sale of

the shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state securities laws or the Company is unable to effect such registration or qualification.

If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

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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.

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

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.

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.

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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 March 31, 2024.

There has been no change in the classification of the warrants as of June 30, 2025.

Commitments and Contingencies

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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 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.

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

The Company previously had 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.

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Recurring Fair Value Measurements

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value at June 30, 2025, and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 2025

Marketable securities held in trust account

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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 March 31, 2025 and December 31, 2024:

The following table presents the changes in the fair value of the Company’s liabilities classified as Level 2 as of June 30, 2025 and December 31, 2024:

Warrant Liabilities

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Change in fair value of warrant liabilities

Level 2 Derivative warrant liabilities as of March 31, 2025

Level 2 Derivative warrant liabilities as of June 30, 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 .

At June 30, 2025, and December 31, 2024, the Company’s warrant liability was valued at $ 5,797,850 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.

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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 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.

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 six months ended June 30, 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 Months Ended March 31, 2025

For the Three and Six Months Ended June 30, 2025

Derivative warrant liabilities as of December 31, 2024

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Derivative warrant liabilities as of March 31, 2025

For the Three Months Ended March 31, 2024

Change in fair value

Derivative warrant liabilities as of June 30, 2025

For the Three and Six Months Ended June 30, 2024

Derivative warrant liabilities as of December 31, 2023

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Derivative warrant liabilities as of March 31, 2024

Change in fair value

Derivative warrant liabilities as of June 30, 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 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:

As of June 30, 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 June 30, 2025.

The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at June 30, 2025 and 2024:

Common stock price

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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 non-redemption agreement 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 at $ 387,000 , or $ 0.77 per share.

The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the Extension 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.

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

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.

During the three and six months ended June 30, 2025, the Company recorded an income tax provision of $ 277 and $ 88,604 , respectively, and our effective tax rate was ( 0.02 )% and ( 5.65 )%, respectively.

During the three and six months ended June 30, 2024, the Company recorded an income tax provision of $ 49,421 and $ 114,124 , respectively, and our effective tax rate was ( 9.79 )% and ( 88.30 )%, 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 March 31, 2025.

As such, the Company recorded a full valuation allowance against net deferred tax assets as of June 30, 2025.

Segment Information

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Subsequent Events

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.

On July 22, 2025, the Company received a notice of effectiveness from the SEC with respect to the Form S-4 registration statement of the Company and Angel Studios.

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