Business Context and Reporting Period
This Form 8-K is filed by Southport Acquisition Corporation (not Angel Studios, Inc.) on March 21, 2024. The registrant is a Delaware corporation and an emerging growth company. Its securities (Class A common stock, warrants, and units) were previously listed on the New York Stock Exchange (NYSE) under the ticker symbols PORT, PORT.W, and PORT.U.
Key Financial Metrics and Liquidity
This filing does not contain audited financial statements, revenue, profit, or cash flow data. Key liquidity and capitalization details include:
- Delisting Trigger: The company failed to maintain the NYSE continued listing standard requiring an average aggregate global market capitalization of at least $40,000,000 over a consecutive 30 trading-day period.
- Trust Account: Public shares are redeemable for cash equal to the aggregate amount on deposit in the trust account, including interest earned (less up to $100,000 for dissolution expenses and taxes).
- Warrant Exercise Price: $11.50 per share.
Material Changes
The primary material change reported is the initiation of delisting proceedings by the NYSE Regulation staff. Consequently:
- Trading on the NYSE was suspended immediately.
- Beginning March 22, 2024, securities are expected to trade in the over-the-counter (OTC) market under the same ticker symbols.
- The company has until December 14, 2024, to complete an initial business combination following a recent extension amendment.
Outlook, Risks, and Management Commentary
Management Intent: The company intends to seek a listing on the Nasdaq Stock Market prior to or in connection with a business combination, though there is no assurance this will occur.
Liquidation Risk: If the company fails to complete a business combination by December 14, 2024, it will redeem public shares and dissolve. This redemption will completely extinguish public stockholders' rights.
Appeal Process: The company has the right to request a review of the delisting determination by a Committee of the NYSE Board of Directors.
Investor Verification Checklist
- Verify the current trading status and ticker symbols on OTC markets (PORT, PORT.W, PORT.U).
- Confirm the exact balance and interest accrual in the trust account to calculate the potential redemption price per share.
- Monitor the status of the company's appeal against the NYSE delisting decision.
- Track progress toward a business combination before the December 14, 2024 deadline to avoid forced liquidation.
- Review the attached press release (Exhibit 99.1) for any additional details on the delisting rationale.