IPO and Financial Proceeds - 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[131]. - A total of $234.6 million of net proceeds from the IPO and Private Placement were deposited into a Trust Account for future business combinations[132]. Business Combination and Merger Agreement - The Company entered into a Merger Agreement with Angel Studios on September 11, 2024, valuing the transaction at $1.5 billion plus any capital raised by Angel Studios prior to closing[140]. - The Merger Agreement is subject to stockholder approval and includes a proposal to extend the deadline for consummating the business combination to September 30, 2025[141]. - The Company has not identified any business combination target as of the latest reporting date[130]. - At the Third Special Meeting on November 13, 2024, stockholders approved the extension of the business combination deadline and a proposal to eliminate redemption limitations[145]. Financial Performance and Losses - For the three months ended September 30, 2024, the company reported a net loss of $1,495,898, which included $165,500 in dividend income and a $1,392,000 loss on the change in fair value of warrant liability[148]. - For the nine months ended September 30, 2024, the company had a net loss of $1,739,275, with $889,022 in dividend income and a $1,275,000 loss on the change in fair value of warrant liability[149]. Cash and Working Capital - As of September 30, 2024, the company had cash of $517,975 and a working capital deficit of $3,166,088[152]. - For the nine months ended September 30, 2024, net cash used in operating activities was $1,860,000, with a net loss of $1,739,275 adjusted by various expenses and changes in operating assets and liabilities[153]. - As of September 30, 2024, the company held marketable securities in the Trust Account valued at $12,895,117, down from $44,709,805 as of December 31, 2023[155]. Liquidity and Financing Needs - The company does not expect to fund its liquidity requirements in the next 12 months from current working capital and plans to seek capital contributions or loans from management or the Sponsor[157]. - The Sponsor provided $220,000 and $553,227 in cash through capital contributions for the three and nine months ended September 30, 2024, respectively[157]. - The company may need additional financing to complete its initial Business Combination or to redeem public shares, which could involve issuing additional securities or incurring debt[159]. - The company accounted for Non-Redemption Agreements as a capital contribution, recognizing an excess fair value of $1,209,879 for the transferred Class B shares[171]. - The company raised substantial doubt about its ability to continue as a going concern for a period within 12 months from September 30, 2024[158]. Operations Status - As of September 30, 2024, the Company had not commenced any operations and had not generated any operating revenues[147]. - The Company incurred expenses related to being a public entity and anticipates continued increased expenses for legal and compliance matters[147].
Southport Acquisition (PORT) - 2024 Q3 - Quarterly Report