Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $1,657,247, which included $2,864,209 in dividend income from marketable securities held in the Trust Account[133]. - For the six months ended June 30, 2023, the company had a net income of $2,841,712, consisting of $5,389,508 in dividend income, offset by various expenses including $1,110,969 in income tax[134]. Cash and Working Capital - As of June 30, 2023, the company had cash of $461,464 and a working capital deficit of $199,924,069[138]. - The company plans to seek loans from its management team or sponsor to address expected working capital deficiencies, with up to $1,500,000 of such loans potentially convertible into warrants[145]. Investment Activities - The company incurred net cash used in investing activities of $3,923,712 for the six months ended June 30, 2023, primarily for purchases of marketable securities[141]. - The net proceeds from the IPO and Private Placement are invested in U.S. government securities or money market funds, minimizing exposure to interest rate risk[164]. Business Operations - As of June 30, 2023, the company had not commenced any operations and had not generated any operating revenues[131]. - The company has extended the deadline to consummate its initial business combination from June 14, 2023, to September 14, 2023, with the possibility of further extensions[130]. Expenses and Liabilities - The company has incurred increased expenses due to being a public company, including legal and accounting compliance costs[132]. - The Company has no long-term debt, capital lease obligations, or long-term liabilities as of June 30, 2023[152]. Shareholder Activity - On May 25, 2023, the Sponsor converted 4,200,000 shares of Class B common stock into Class A common stock, resulting in a total of 27,200,000 shares of Class A common stock issued and outstanding[150]. - As of June 9, 2023, holders of 18,849,935 shares of Class A common stock redeemed their shares for $197,694,657 in cash, leaving 4,150,065 shares subject to possible redemption[150]. - The Company entered into Non-Redemption Agreements with third parties, resulting in the transfer of up to 1,499,996 shares of Class B common stock in exchange for not redeeming 4,000,000 shares of Class A common stock[159]. IPO and Fees - The underwriter of the IPO was entitled to a deferred fee of $8,050,000, which was waived on August 22, 2022, and recorded to accumulated deficit[158]. - The excess fair value of the 500,000 Class B shares transferred upon the consummation of the Extension was determined to be $386,961[160].

Financial Performance - The Company had a net income of $1,184,465 for the three months ended March 31, 2023, consisting of $2,525,300 in dividend income from marketable securities, offset by various expenses totaling $1,340,878[120]. - The Company has not yet commenced any operations and has not generated any operating revenues to date[118]. Cash and Working Capital - As of March 31, 2023, the Company had cash of $16,721 and a working capital deficit of $1,728,262[122]. - The Company expects to incur approximately $1,065,000 in liquidity requirements over the next 12 months, including $180,000 for office space and $300,000 for legal and accounting fees[126]. - The Company plans to seek loans from its management team or sponsor to address working capital deficiencies, with up to $1,500,000 of such loans potentially convertible into warrants[127]. IPO and Financing - The Company generated gross proceeds of $230,000,000 from its IPO, with an additional $11,700,000 raised through a private placement of warrants[114]. - The Trust Account held $43,525,120 as of June 9, 2023, after 18,849,935 shares of Class A common stock were redeemed for $197,694,657 in cash[131]. - The underwriter waived its entitlement to a deferred underwriting fee of $8,050,000, which was contingent upon completing a business combination[134]. - The underwriter exercised a full option to purchase 3,000,000 additional units at the IPO price, resulting in an underwriting commission of $4,600,000[137]. - A deferred fee of $8,050,000 was waived by the underwriter, which was recorded to accumulated deficit[138]. Expenses and Compliance - The Company has incurred increased expenses due to being a public company, including legal and accounting compliance costs[119]. - The company has not identified any critical accounting estimates as of March 31, 2023[139]. Investment and Risk Management - The net proceeds from the IPO and Private Placement are invested in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[142]. - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[132].

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[15]. - 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, assuming no redemptions[16]. - The underwriter waived its entitlement to a deferred fee of $8.05 million from the trust account, which was initially payable upon completion of a business combination[16]. - Public stockholders have the opportunity to redeem shares at an anticipated price of $10.20 per share upon completion of the initial business combination[37]. - If the initial business combination is not completed by June 14, 2023, public shares will be redeemed at the amount in the Trust Account, subject to certain conditions[44]. - The Trust Account may be reduced below $234,600,000 due to negative interest rates, potentially lowering the per share redemption amount below $10.20[113]. - If the initial business combination is not completed by June 14, 2023, public stockholders may receive only $10.20 per share upon redemption, or potentially less[77]. - The Trust Account funds may be subject to claims from creditors, which could reduce the per share amount available to public stockholders[128]. - The sponsor is liable if claims reduce the Trust Account amount below $10.20 per public share, but there is no guarantee the sponsor can fulfill this obligation[120]. - The Trust Account will only release funds under specified circumstances, ensuring protection for public stockholders[212]. Business Combination Strategy - The company is focused on acquiring a financial services software or FinTech partner with revenues between $50 million and $100 million and a valuation of $1 billion to $2 billion[21]. - The acquisition process will involve extensive due diligence, including commercial and industry assessments, management meetings, and financial reviews[30]. - The company aims to complete its initial business combination with a target business that has a fair market value equal to at least 80% of the net assets held in the trust account[31]. - The management team will seek companies with a competitive advantage, promising financial models, and experienced management teams[22][23][24]. - The company plans to focus on businesses in growing industries with favorable dynamics and potential for consolidation[25]. - The initial business combination may involve acquiring less than 100% of the target business, but the post-transaction company must own at least 50% of the voting securities[34]. - The company may seek additional funds through equity or debt offerings in connection with the completion of its initial business combination[36]. - 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]. - The company may not be able to complete its initial business combination if the securities in the Trust Account bear a negative rate of interest, reducing the per share redemption amount[66]. - The company may pursue multiple business combinations simultaneously, which could increase costs and risks, negatively impacting financial results[203]. Competition and Market Conditions - The company faces intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[54]. - The ongoing geopolitical tensions, particularly due to the invasion of Ukraine, could adversely affect the company's search for a business combination and the operations of potential target businesses[79]. - The COVID-19 pandemic has previously impacted global economies and could hinder the ability to complete a business combination if travel restrictions or economic downturns persist[82]. - Increased competition among special purpose acquisition companies (SPACs) may make it more challenging to find attractive targets, potentially increasing costs or delaying business combinations[86]. - The market for directors and officers liability insurance has become less favorable, which could complicate negotiations for completing an initial business combination[89]. - The company may face challenges in finding attractive business combination targets due to increased competition from other special purpose acquisition companies[61]. Financial Condition and Reporting - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements for up to five years post-IPO[50]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, including only two years of audited financial statements[53]. - As of December 31, 2022, the company had $50,858 in cash held outside the Trust Account and a working capital deficit of $929,527[66]. - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives[64]. - The company expects to incur significant costs in pursuit of acquisition plans, which may require additional loans from affiliates[109]. - The company may incur substantial debt to complete the initial business combination, which could adversely affect leverage, liquidity, and financial condition[197]. Governance and Management - The company currently has one officer and does not plan to hire full-time employees before completing the initial business combination[58]. - The company identified a material weakness in its internal control over financial reporting, which could lead to misstatements in financial statements[66]. - The company's sponsor, officers, and directors may vote in favor of the initial business combination, potentially influencing the outcome despite public stockholder votes[68]. - The management team may face conflicts of interest due to their involvement in other business activities, potentially impacting the ability to complete the initial business combination[172]. - The company has not adopted a policy to prevent its sponsor, officers, or directors from having financial interests in other entities, which may lead to conflicts of interest[189]. - The unexpected loss of key personnel could have a detrimental effect on the company, as operations depend on a relatively small group of individuals[174]. - The company does not have employment agreements or key-man insurance for its officers and directors, which could pose risks if key personnel depart[174]. Regulatory and Compliance Issues - The company is required to file regular reports with the SEC, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q[46]. - The SEC proposed new rules for special purpose acquisition companies (SPACs) that would require them to complete initial business combinations within 24 months of their IPO registration statement effective date[132]. - If a SPAC fails to complete its business combination within the specified timeframe, it may be deemed an unregistered investment company, potentially leading to liquidation[133]. - Changes in laws or regulations could materially affect the company's ability to negotiate and complete its initial business combination[135]. - The SEC's proposed rules may impose additional disclosure requirements and amend financial statement requirements for SPACs, but the timeline for adoption remains uncertain[137]. Stockholder Rights and Redemption - Redemption rights are limited to a maximum of 15% of public shares for stockholders acting in concert without prior consent[43]. - If too many public stockholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially limiting its options[72]. - The company must complete its initial business combination by June 14, 2023, or it will cease operations and redeem public shares at approximately $10.20 per share[61]. - The company must redeem 100% of public shares if the initial business combination is not completed by June 14, 2023, or during any Extension Period[213]. - Stockholders may pursue remedies for breaches of the amended and restated certificate of incorporation, but must do so through derivative actions[213]. - The company has established a framework to ensure that public stockholders have rights to redeem their shares in connection with initial business combinations[213].

IPO and Financing - 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[108]. - The underwriter of the IPO was entitled to a deferred fee of $8,050,000, payable only if a business combination is completed[127]. - The underwriter waived a deferred underwriting fee of $8,050,000, which was recorded to accumulated deficit[131]. - The company expects to incur approximately $300,000 for legal, accounting, due diligence, travel, and other expenses related to any business combination over the next 12 months[120]. - The company may need to seek additional financing to complete its initial business combination if cash available from the Trust Account is insufficient[123]. Financial Performance - As of September 30, 2022, the company reported a net income of $1,306,458 for the three months ended, driven by a $593,000 gain on the change in fair value of warrant liabilities and $657,605 unrealized gain on marketable securities[115]. - For the nine months ended September 30, 2022, the company achieved a net income of $15,047,487, primarily from a $14,872,000 gain on the change in fair value of warrant liabilities[116]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[114]. Assets and Liabilities - The company had cash of $173,387 and a working capital deficit of $213,445 as of September 30, 2022[117]. - The company has no long-term debt or capital lease obligations as of September 30, 2022[126]. - As of September 30, 2022, 23,000,000 shares of Class A common stock subject to possible redemption were presented as temporary equity at a redemption value of $235,999,921[133][136]. - For the three and nine months ended September 30, 2022, the company recorded accretion of $1,065,967 and $1,399,231 to remeasure the value of Class A common stock subject to possible redemption[136]. Operational Agreements - The company has entered into an agreement to pay its sponsor $15,000 per month for office space and administrative services until the completion of its initial business combination[128]. Accounting and Reporting - The company uses the two-class method for calculating net income per share, allocating 80% to Class A redeemable common stock and 20% to non-redeemable common stock for the same periods[138]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[140]. Investment Strategy - The company invests net proceeds from its IPO and Private Placement in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[142].

Financial Performance - For the three months ended June 30, 2022, the company reported a net income of $3,371,189, primarily from a $3,427,000 gain on the change in fair value of warrant liabilities[113] - For the six months ended June 30, 2022, the company reported a net income of $13,741,030, with a $14,279,000 gain on the change in fair value of warrant liabilities[114] - The company has not generated any operating revenues to date and will not until after completing its initial business combination[112] IPO and Financing - The company generated gross proceeds of $230 million from its IPO, selling 23 million units at $10.00 per unit[106] - The company has deposited $234.6 million of net proceeds from its IPO and private placement into a trust account[107] - The company expects to incur approximately $300,000 for legal, accounting, and due diligence expenses related to any business combination[118] - The company may need to seek additional financing to complete its initial business combination if cash available is insufficient[121] - The underwriter is entitled to a deferred fee of $8,050,000, payable only upon completion of a business combination[125] Cash and Working Capital - As of June 30, 2022, the company had cash of $472,622 and working capital of $139,063[115] - The company has no long-term debt or capital lease obligations as of June 30, 2022[124] Stock and Equity - As of June 30, 2022, the company has 23,000,000 shares of Class A common stock subject to possible redemption, presented as temporary equity at a redemption value of $234,933,954[130][131] - For the three and six months ended June 30, 2022, the company recorded accretion of $22,304 and $333,264 to remeasure the value of Class A common stock subject to possible redemption[131] - The company allocates net income using an 80% ratio for Class A redeemable common stock and 20% for non-redeemable common stock for the three and six months ended June 30, 2022[135] Regulatory and Accounting Considerations - The company is currently assessing the impact of ASU 2020-03 and ASU 2020-06 on its financial position, results of operations, or cash flows[138] Investment Strategy - The company invests net proceeds from its IPO and Private Placement in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[140]

IPO and Financial Position - 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[104]. - The company has deposited $234.6 million of net proceeds from its IPO and private placement into a trust account, which will be used for a business combination[105]. - The underwriter of the IPO is entitled to a deferred fee of $8,050,000, payable only upon the completion of a business combination[123]. - The company had cash of $531,095 and working capital of $407,302 as of March 31, 2022, indicating a decrease from $1,950,543 and $1,010,298, respectively, as of December 31, 2021[112]. Income and Revenue - As of March 31, 2022, the company reported a net income of $10,369,840, primarily due to a $10,852,000 gain on the change in fair value of warrant liabilities[111]. - The company has not generated any operating revenues to date and will not do so until after completing its initial business combination[110]. Business Strategy and Plans - The company is focused on identifying a target business in the financial software space, particularly in mortgage and real estate verticals, with revenues between $50 million and $100 million and a valuation of $1 billion to $2 billion[103]. - The company expects to incur approximately $300,000 for legal, accounting, and due diligence expenses related to potential business combinations over the next 12 months[114]. - The company plans to seek loans from its management team or sponsor to address potential working capital deficiencies, with up to $1,500,000 of such loans convertible into warrants[117]. Equity and Stock - As of March 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity at a redemption value of $234,622,994[130][131]. - For the three months ended March 31, 2022, the company recorded accretion of $22,304 to remeasure the value of Class A common stock subject to possible redemption[131]. - The company allocates net income using an 80% ratio for Class A redeemable common stock and 20% for non-redeemable common stock for the three months ended March 31, 2022[133]. Liabilities and Accounting - The company has no long-term debt or capital lease obligations as of March 31, 2022[122]. - The company accounts for warrants not indexed to its own shares as liabilities at fair value, with changes recognized as other income (expense), net[132]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows[135]. Investment Strategy - The company invests net proceeds from its IPO and Private Placement in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[137].

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 ...