Southport Acquisition (US:PORT)2025-08-14 20:08IPO and Financing - The company completed its IPO on December 14, 2021, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit [149]. - A total of $234.6 million from the IPO and Private Placement proceeds was deposited in a Trust Account for the benefit of public stockholders [150]. - The underwriter waived its entitlement to a deferred underwriting fee of $8,050,000, which was recorded to accumulated deficit [203]. - 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 [202]. - The Sponsor has committed to loan the Company up to $1.0 million to cover expenses related to the Business Combination, with $814.1 thousand drawn as of June 30, 2025 [191]. - The Sponsor agreed to lend SAC up to $1.0 million to cover expenses related to the Business Combination, with repayment due by September 30, 2025 [199]. Business Combination and Mergers - The company entered into a Merger Agreement with Angel Studios on September 11, 2024, as part of its initial Business Combination strategy [162]. - The Company entered into a Merger Agreement on September 11, 2024, to merge with Angel Studios, with a total valuation of $1,500,000,000 plus any capital raised by Angel Studios prior to the Closing [169]. - The Merger Agreement includes a provision for the conversion of all outstanding public warrants into 0.1 newly issued shares of Class A common stock immediately prior to the Closing [175]. - The Merger Agreement may be terminated if certain stockholder approvals are not obtained or if the Closing does not occur by September 30, 2025 [173]. - The company has extended the deadline to consummate its initial Business Combination to September 30, 2025, as approved by stockholders [163]. - The company has approved six monthly extensions to complete its initial Business Combination, extending the deadline to March 14, 2024 [156]. - The company has entered into Non-Redemption Agreements with third-party investors to prevent the redemption of 4,000,000 shares during the First Extension [154]. - The company has entered into Non-Redemption Agreements with Third-Party SAC Investors, resulting in the transfer of up to 1,499,996 shares of SAC Class B common stock [204]. - The excess fair value of the transferred SAC Class B Common Stock recognized as a non-redemption agreement expense is estimated at $1.2 million as of June 30, 2025 [205]. Financial Performance - For the three months ended June 30, 2025, the Company reported a net loss of $1.6 million, which included $4.5 thousand in dividend income and a $1.2 million loss on the change in fair value of warrant liability [181]. - As of June 30, 2025, the Company had cash of $328.6 thousand and a working capital deficit of $4.4 million [185]. - The Company incurred net cash used in operating activities of $534.0 thousand for the six months ended June 30, 2025 [186]. - The Company has not generated any operating revenues to date and expects to incur significant costs in connection with the initial Business Combination [180]. - As of June 30, 2025, the Company held marketable securities in the Trust Account valued at $438.2 thousand [188]. - The company anticipates increased expenses due to being a public company, including legal and financial reporting costs [180]. - As of June 30, 2025, the company has no long-term debt, capital lease obligations, or long-term liabilities [197]. Stockholder Activity - As of September 11, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding, including 1,163,113 shares subject to possible redemption, with approximately $12.8 million held in the Trust Account [159]. - In connection with the Third Extension Special Meeting, stockholders redeemed 1,125,126 shares for an aggregate amount of $12.5 million, leaving 4,237,987 shares outstanding [165]. - On June 9, 2023, holders of 18,849,935 shares of SAC Class A Common Stock redeemed their shares for $197.7 million in cash [195]. Regulatory and Compliance - The company received a delisting notice from NYSE due to falling below the required market capitalization of $40.0 million [160]. - The company has not commenced any operations as of June 30, 2025, with all activities related to its formation and IPO [168]. - The company has no off-balance sheet arrangements or obligations as of June 30, 2025 [196]. - The company is required to pay the Sponsor $15,000 per month for office space and administrative services [200].