M&A - Southport Acquisition Corp

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: Update

Accession Number: 000141057825000747

Filing Summary: Southport Acquisition Corp is in the process of completing a merger with Angel Studios, which marks a significant strategic move toward expanding its operational footprint in the media and entertainment sector. The expected completion date of the merger aligns with the company's business combination deadline. However, various risks have been identified, including potential delays and the requirement for shareholder approval before finalizing the merger. As of the report date, there are 4,237,987 shares of Class A common stock and 1,550,000 shares of Class B common stock outstanding. This annual filing provides essential insights into the company's financial health as it transitions towards becoming a publicly traded entity post-merger. Key sections of the report include discussions on risk factors, management analysis, and financial conditions leading up to this merger agreement.

Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925013470

Filing Summary: On February 14, 2025, Southport Acquisition Corporation, Angel Studios, and Merger Sub entered into Amendment No. 1 to Agreement and Plan of Merger, amending the previously announced Merger Agreement from September 11, 2024. This amendment modifies the closing conditions, specifically removing the requirement for Southport to have at least $5,000,001 of net tangible assets upon the closing. Additionally, it revises definitions related to ‘Acquiror Expense Cap’ and ‘Transaction Expenses’, and alters provisions concerning expense statements. Other parts of the original Merger Agreement remain unchanged and are still in effect. A registration statement on Form S-4 was filed with the SEC on November 12, 2024, for the proposed transaction, which has not yet become effective. Stockholders are advised to read the registration statement and other related documents for crucial details regarding the transaction.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925013469

Filing Summary: On February 14, 2025, Southport Acquisition Corporation entered into Amendment No. 1 to its Agreement and Plan of Merger with Sigma Merger Sub, Inc. and Angel Studios, Inc. This amendment removes the closing condition related to Southport having at least $5,000,001 of net tangible assets at closing, modifies definitions concerning 'Acquiror Expense Cap' and 'Transaction Expenses', and updates provisions regarding expense statements. The original Merger Agreement, facilitating the merger where Angel Studios becomes a wholly owned subsidiary of Southport, remains effective except for the specified amendments. The document elaborates on the conditions for the merger including approvals needed from stockholders and compliance with regulatory requirements.