IPO and Trust Account - The company completed its IPO on December 14, 2021, raising gross proceeds of $230 million from the sale of 23 million units at $10.00 per unit[11]. - A total of $234.6 million from the IPO and private placement was deposited into a trust account, which will be used for a business combination[12]. - As of December 31, 2023, the company had $2,171,553 in cash outside the Trust Account and a working capital deficit of $2,808,465, raising concerns about its ability to continue as a "going concern"[67]. - The Trust Account held $44,709,805 in funds available to complete the initial business combination as of December 31, 2023[190]. - The Trust Account funds may only be invested in direct U.S. Treasury obligations or certain money market funds, which could yield negative interest rates, potentially reducing the per-share redemption amount below $10.20[107]. Business Combination Plans - The company has extended the deadline for its initial business combination to December 14, 2024, allowing for a total of 27 months from the IPO closing date[15][18]. - The company is targeting financial services software or FinTech partners with revenues between $50 million and $100 million and valuations between $1 billion and $2 billion[22]. - The company plans to focus on businesses with competitive advantages, promising financial models, and experienced management teams[23][24][25]. - The acquisition process will involve extensive due diligence, including commercial and industry assessments, management meetings, and financial reviews[32]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% under certain conditions[35]. Redemption and Shareholder Rights - Public stockholders will have the opportunity to redeem shares at a price initially anticipated to be $10.20 per share, subject to potential reductions due to creditor claims[38]. - The company aims to limit public stockholders from redeeming more than 15% of their shares without prior consent to prevent large block accumulations[44]. - If the company fails to complete its initial business combination by December 14, 2024, it will cease operations and redeem public shares based on the amount in the Trust Account[45]. - If too many public stockholders exercise their redemption rights, the company may not meet the minimum cash requirements for a business combination, potentially leading to an unsuccessful transaction[74]. - If the initial business combination is not completed by December 14, 2024, public stockholders may receive approximately $10.20 per share or less upon liquidation of the Trust Account[104]. Financial Condition and Risks - The company has no operating history or revenues, making it difficult to evaluate its ability to achieve its business objectives[64]. - The company faces significant competition from other entities seeking business combinations, which may limit its ability to acquire larger target businesses[56]. - The company has identified a material weakness in its internal control over financial reporting, which could lead to misstatements in its financial statements[66]. - The ongoing geopolitical conditions, including the Russia-Ukraine conflict, may adversely affect the company's search for a business combination[67]. - The company may depend on loans from its management team or sponsor to fund its search for a target business if funds outside the Trust Account are insufficient[66]. Governance and Management - The management team believes it is well-suited to identify and execute acquisition opportunities that can generate attractive risk-adjusted returns for shareholders[28]. - The company must ensure that any initial business combination has a fair market value equal to at least 80% of the net assets held in the trust account[33]. - The completion of the initial business combination will require a majority vote from outstanding shares, with sponsors and directors agreeing to vote in favor[42]. - The sponsor, officers, and directors collectively hold approximately 58% of the company's outstanding capital stock, which may facilitate the approval of the initial business combination[69]. - The company is dependent on a small group of officers and directors, and their unexpected departure could adversely affect operations[168]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements for up to five years post-IPO[51]. - The company intends to utilize an extended transition period for complying with new accounting standards, which may affect the comparability of its financial statements[52]. - The SEC's new rules regarding SPACs create uncertainty about the applicability of the Investment Company Act, affecting the company's operations[124]. - Compliance with the new SPAC Rules may increase costs and extend the time required to negotiate and complete an initial business combination[131]. - The company must ensure it does not qualify as an investment company under the Investment Company Act, which could impose burdensome compliance requirements[121]. Potential Conflicts of Interest - The potential for conflicts of interest exists as the company's officers and directors may be involved with other entities engaged in similar business activities[178]. - Key personnel's ability to negotiate employment or consulting agreements with a target business may create conflicts of interest regarding business combination decisions[172]. - The company may pursue business combinations with affiliated entities if deemed in its best interests, despite potential conflicts of interest[183]. - The agreements with the sponsor, officers, and directors do not provide public stockholders with the ability to pursue remedies for breaches, limiting their recourse options[203]. - The company may face challenges in assessing the management of prospective target businesses, which could negatively impact post-combination operations[176]. Share Dilution and Securities - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, which could dilute existing shareholders' interests[162]. - Issuing additional shares may significantly dilute the equity interest of existing investors and could adversely affect prevailing market prices for the company's units, common stock, and/or warrants[164]. - The absence of a specified maximum redemption threshold may allow the company to complete the initial business combination despite substantial stockholder disagreement[198]. - The warrants may become exercisable for a security other than Class A common stock if the company is not the surviving entity in the initial business combination[140]. - If the registration statement for the Class A common stock is not effective within 60 business days post-business combination, warrant holders may exercise their warrants on a cashless basis[141].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 For the transition period from to . Commission File Number 001-41150 Southport Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1745 Grand Avenue Del Mar, Cali ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41150 Southport Acquisition Corporation (Exact name of registrant as specified in its charter) | Delaware | | -- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41150 Southport Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State ...

Table of Contents ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 92014 (Zip Code) Securities registered pursuant to Section 12(g) of the Act: None Registrant's telephone number, including area code: (917) 503-9722 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Address of principal executive offices) Registrant's telephone number, including area code: (917) 503-9722 Securities registered pursuant to Section 12(b) of the Act: | | Tra ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-41150 Southport Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware (State ...

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41150 Southport Acquisition Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 85-3483780 (I.R.S. Employer Identification Number) 1745 Grand ...