IPO and Business Combination - The Company completed its IPO on December 14, 2021, raising a total of $234.6 million from the issuance of 23,000,000 units and 11,700,000 private placement warrants[144]. - The Company has extended the deadline to consummate its initial business combination to March 14, 2024, allowing for a total of 27 months from the IPO closing date[148]. - The Merger Agreement with Angel Studios involves a total valuation of $1.5 billion, with shares to be converted at a rate of $10.00 per share[163]. - The Company’s stockholders approved the Third Extension Amendment Proposal, allowing for further extensions to the business combination deadline[160]. - The Company plans to rename itself "Angel Studios, Inc." upon the closing of the merger with Angel Studios[163]. Shareholder Actions and Stock Performance - As of October 11, 2024, holders of 985,170 shares of Class A common stock redeemed their shares for cash at a redemption price of approximately $11.08 per share[157]. - Following the Second Extension Special Meeting, 2,986,952 shares of Class A common stock were redeemed for an aggregate amount of $32,214,591[154]. - The Company’s Class A common stock was delisted from the NYSE due to falling below the required market capitalization of $40 million[155]. - The Company entered into Non-Redemption Agreements on May 25, 2023, with third parties agreeing not to redeem 4,000,000 shares of Class A common stock[195]. - The Sponsor will transfer up to 1,499,996 shares of Class B common stock to third parties, with 500,000 shares transferred upon the First Extension and 166,666 shares monthly from September 14, 2023, to February 14, 2024[195]. Financial Performance and Position - For the three months ended March 31, 2025, the company reported a net loss of $101,682, which included $4,494 in dividend income and a $58,900 gain on the change in fair value of warrant liability[176]. - As of March 31, 2025, the company had cash of $354,346 and a working capital deficit of $4,027,523[178]. - The company incurred net cash used in operating activities of $341,803 for the three months ended March 31, 2025[179]. - The sponsor has committed to loan the company up to $1,000,000 to cover expenses related to the business combination, with $643,132 drawn as of March 31, 2025[184]. - As of March 31, 2025, the company held marketable securities in the Trust Account valued at $433,645[181]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[175]. - The company had cash contributions from the sponsor of $0 for the three months ended March 31, 2025, compared to $235,647 for the same period in 2024[183]. - The company expects to incur significant costs related to identifying a target business and negotiating an initial business combination, raising substantial doubt about its ability to continue as a going concern[185]. - The underwriter waived its entitlement to a deferred fee of $8,050,000, which was recorded to accumulated deficit[194]. - The company has no long-term debt or capital lease obligations as of March 31, 2025[188]. Accounting and Estimates - The Company’s Trust Account proceeds are restricted until the completion of the initial business combination or other specified conditions[145]. - The Company has not identified any critical accounting estimates as of March 31, 2025[198]. - The excess fair value of the 1,499,996 Class B shares transferred was determined to be $1,209,879, recognized as a non-redemption agreement expense[197]. - Certain third-party investors transferred 262,502 shares of Class B common stock back to the Sponsor for no additional consideration on January 15, 2025[196].
Southport Acquisition (PORT) - 2025 Q1 - Quarterly Report