UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 14, 2025
Southport
Acquisition Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
001-41150 |
86-3483780 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
268
Post Road
Suite 200
Fairfield, CT |
06824 |
| (Address
of principal executive offices) |
(Zip
Code) |
(917) 503-9722
(Registrant’s telephone number, including
area code)
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: None.
Securities registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units, each
consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant |
|
PORTU |
|
OTC |
| Class A common stock, $0.0001 par value per
share |
|
PORT |
|
OTC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to
adjustment |
|
PORTW |
|
OTC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on September 11,
2024, Southport Acquisition Corporation, a Delaware corporation (“Southport”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Southport, Sigma Merger Sub, Inc.,
a Delaware corporation and a direct wholly owned subsidiary of Southport (“Merger Sub”), and Angel Studios, Inc.,
a Delaware corporation (“Angel Studios”), pursuant to which Merger Sub will merge with and into Angel Studios,
with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of Southport (the “Merger”).
As previously disclosed, the
Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the
expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
which occurred on December 5, 2024, (ii) the absence of any law or injunction
prohibiting the consummation of the Merger, (iii) the effectiveness of the registration statement on Form S-4 to be filed
by Southport in connection with the transaction, (iv) the approval of the Merger Agreement and the transactions contemplated thereby
by the respective stockholders of Southport and Angel Studios, (v) the approval by Southport’s stockholders of an extension
to Southport’s deadline to consummate a business combination to September 30, 2025, which approval was obtained on November 13,
2024, (vi) the receipt of approval for listing on the New York Stock Exchange or the Nasdaq Stock Market (or any other nationally
recognized stock exchange in the United States as may be agreed by Angel Studios and Southport) of the Southport Class A Common Stock
(including shares issued in the transaction), and (vii) Southport having at least $5,000,001 of net tangible assets upon the Closing.
On February 14, 2025, Southport, Angel Studios
and Merger Sub entered into the Amendment No. 1 to Agreement and Plan of Merger (the “Merger Agreement Amendment”),
which amends the Merger Agreement to (i) remove the closing condition set forth in clause (vii) of the foregoing paragraph,
(ii) amend the definitions of “Acquiror Expense Cap” (as defined in the Merger Agreement Amendment) and “Transaction
Expenses” (as defined in the Merger Agreement Amendment) and (iii) amend the provision regarding expense statements.
Other than as expressly modified
by the Merger Agreement Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K/A filed by
Southport with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2024, remains in full
force and effect. The foregoing description of the Merger Agreement Amendment does not purport to be complete and is subject to,
and qualified in their entirety by reference to, the full text of the Merger Agreement Amendment, which is attached as Exhibit 2.1
and incorporated herein by reference.
Additional Information
and Where to Find It
In
connection with the proposed transaction, Southport filed a registration statement on Form S-4 (as it may be amended, the “Registration
Statement”) with the SEC on November 12, 2024, which includes a preliminary prospectus and joint proxy statement of Southport
and Angel Studios, referred to as a joint proxy statement/prospectus. The Registration Statement has not yet become effective. When available,
a final joint proxy statement/prospectus will be sent to all Southport and Angel Studios stockholders. Southport and Angel Studios will
also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
will be able to obtain free copies of the Registration Statement, the joint proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC by Southport and Angel Studios (when available) through the website maintained by the SEC at
http://www.sec.gov. The documents filed by Southport with the SEC also may be obtained free of charge upon written request to 268 Post
Road, Suite 200, Fairfield, CT 06824. The documents filed by Angel Studios with the SEC also may be obtained free of charge on Angel
Studios’ website at https://www.angel.com/legal/sec-filings or upon written request to 295 W
Center Street, Provo, UT 84601.
Participants in Solicitation
Southport, Angel Studios
and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Southport, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in Southport’s Annual Report on Form 10-K for its fiscal
year ended December 31, 2023, which was filed with the SEC on April 1, 2024, under the headings “Directors, Executive
Officers and Corporate Governance,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence.”
To the extent holdings of Southport Common Stock by the directors and executive officers of Southport have changed from the amounts of
Southport Common Stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of Angel Studios, including a description
of their direct or indirect interests, by security holdings or otherwise, is set forth in Angel Studios’ amended Form 10, which
was filed with the SEC on May 13, 2024, under the headings “Security Ownership of Certain Beneficial Owners and Management,”
“Directors and Executive Officers,” “Executive Compensation,” and “Certain Relationships and Related Transactions,
and Director Independence.” To the extent holdings of Angel Studios common stock by the directors and executive officers of Angel
Studios have changed from the amounts of Angel Studios common stock held by such persons as reflected therein, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants
in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are contained
in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when
such materials become available. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment
decisions. You may obtain free copies of any of the documents referenced herein from Southport or Angel Studios using the sources indicated
above.
No Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Statement Regarding
Forward-Looking Statements
This
communication may contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between Angel Studios and Southport. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking
statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of the combined company’s securities, (ii) the risk that the
proposed transaction may not be completed by Southport’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline, (iii) the failure to satisfy the conditions to the consummation of the proposed transaction,
including the adoption of the Merger Agreement by the stockholders of Southport and Angel Studios, (iv) the lack of a third party
valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the transaction
on Angel Studios’ business relationships, operating results, and business generally, (vii) risks that the proposed transaction
disrupts current plans and operations of Angel Studios or diverts management’s attention from Angel Studios’ ongoing business
operations and potential difficulties in Angel Studios employee retention as a result of the announcement and consummation of the proposed
transaction, (viii) the outcome of any legal proceedings that may be instituted against Angel Studios or against Southport related
to the Merger Agreement or the proposed transaction, (ix) the ability to list the combined company’s securities on a national
securities exchange in connection with the transaction, (x) the price of Southport’s securities may be volatile due to a variety
of factors, including changes in the competitive and highly regulated industries in which Southport plans to operate or Angel Studios
operates, variations in operating performance across competitors, changes in laws and regulations affecting Southport’s or Angel
Studios’ business, and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xii) the
ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain
its management and key employees, (xiii) the evolution of the markets in which Angel Studios competes, (xiv) the costs related
to the proposed transaction, (xv) Angel Studios’ expectations regarding its market opportunities, (xvi) risks related
to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict and the war in the Middle
East, and (xvii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Angel Studios
operates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of Southport’s and Angel Studios’ annual reports on Form 10-K
and Form 10, respectively, and quarterly reports on Form 10-Q, the Registration Statement on Form S-4, including those
under “Risk Factors” therein, and other documents filed by Southport and Angel Studios from time to time with the SEC. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and Angel Studios and Southport assume no obligation and do not intend to update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Angel Studios
nor Southport gives any assurance that either Angel Studios or Southport, or the combined company, will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Southport Acquisition Corporation |
| |
|
| Date: February 14, 2025 |
By: |
/s/ Jeb Spencer |
|
|
Name: |
Jeb Spencer |
|
|
Title: |
Chief Executive Officer |
Exhibit 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1
to Agreement and Plan of Merger (this “Amendment”) is entered into as of February 14, 2025, by and among Southport
Acquisition Corporation, a Delaware corporation (“Acquiror”), Sigma Merger Sub, Inc., a Delaware corporation and
a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and Angel Studios, Inc., a Delaware corporation (the
“Company”, together with Acquiror and Merger Sub, the “Parties” and each, a “Party”).
Capitalized terms used but not defined herein shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as
of September 11, 2024, by and among the Parties (the “Agreement”).
R E C I T A L S
WHEREAS, Section 11.11
of the Agreement provides that the Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing
executed by each of the Parties and which makes reference to the Agreement; and
WHEREAS, the Parties wish
to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration
of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties
agree as follows:
1. Amendment
to Section 1.1. The definition of “Acquiror Expense Cap” set forth in Section 1.1 of the Agreement is hereby
amended and restated as follows:
““Acquiror
Expense Cap” means an amount equal to (a) $11,415,000 minus (b) the aggregate amount of reasonable and documented
Transaction Expenses; provided that the amount in clause (b) shall not exceed $3,863,342.4.”
2. Amendment
to Section 1.1. The definition of “Transaction Expenses” set forth in Section 1.1 of the Agreement is hereby
amended and restated as follows:
““Transaction
Expenses” means the following out-of-pocket fees and expenses paid or payable by the Company or any of its Subsidiaries (whether
or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the transactions
contemplated hereby: (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial
advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) all bonuses,
change in control payments, severance, retention or similar payments or success fees payable to any current or former officer, employee,
natural individual independent contractor or director of the Company or any of its Subsidiaries solely as a result of the consummation
of the transactions contemplated hereby, and the employer portion of employment, payroll or similar Taxes payable as a result of the foregoing,
(iii) all filing fees payable by the Company or any of its Subsidiaries to the Antitrust Authorities in connection with the transactions
contemplated hereby, and (iv) costs and expenses related to the preparation, filing and distribution of the Joint Proxy Statement/Registration
Statement and other Company SEC Filings; provided that in no event will the fees paid to the Company’s outside legal counsel
exceed $2,875,000.”
3. Amendment
to Section 8.7. Section 8.7 is hereby deleted and replaced in its entirety with the following:
“Section 8.7. Expense
Statements. At least three (3) Business Days prior to the Closing Date, (a) Acquiror shall deliver to the Company a written
statement (email being sufficient) setting forth Acquiror’s good faith estimate of each accrued and unpaid Acquiror Transaction
Expense as of the Closing Date and (b) the Company shall deliver to Acquiror a written statement (email being sufficient) setting
forth the Company’s good faith estimate of each accrued and unpaid Transaction Expense as of the Closing Date, which shall include
the respective amounts and wire transfer instructions for the payment thereof and, if reasonably required by Continental, the Taxpayer
Identification Numbers of each payee. Acquiror and the Company shall use commercially reasonable efforts to cause the aggregate amount
of accrued and unpaid Acquiror Transaction Expenses and Transaction Expenses payable at Closing to be $11,415,000 or less; provided
that any expenses in excess of such cap shall be paid as set forth in Section 2.4(c).”
4. Amendment
to Section 9.1. Section 9.1(f) of the Agreement is hereby deleted and replaced in its entirety with the following:
“(f)
[RESERVED].”
5. Full
Force and Effect; Amendment. Except as expressly amended hereby, each term and provision of the Agreement will and does remain in
full force and effect.
6. References
to the Agreement. After giving effect to this Amendment, each reference in the Agreement to “this Agreement,” “hereof,”
“hereunder” or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment.
7. Miscellaneous.
Sections 11.3 through 11.8 and Sections 11.10 through 11.16 of the Agreement are incorporated herein by reference, mutatis mutandis.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties
have executed this Amendment as of the date first above written.
| |
SOUTHPORT ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/
Jeb Spencer |
| |
Name: |
Jeb Spencer |
| |
Title: |
Chief Executive Officer |
| |
|
| |
SIGMA MERGER SUB, INC. |
| |
|
| |
By: |
/s/ Jeb Spencer |
| |
Name: |
Jeb Spencer |
| |
Title: |
Chief Executive Officer |
| |
|
| |
ANGEL STUDIOS, INC. |
| |
|
| |
By: |
/s/ Neal Harmon |
| |
Name: |
Neal Harmon |
| |
Title: |
Chief Executive Officer |
[Signature Page to Amendment
No. 1 to Agreement and Plan of Merger]
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