Angel Studios, Inc DEFR14A, filed Oct 29, 2024

Angel Studios, Inc. (ANGX)

DEFR14A 2024-10-29

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	FORWARD-LOOKING STATEMENTS					1
	QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING					2
	THE SPECIAL MEETING					19
	Date, Time, Place and Purpose of the Special Meeting					19
	Voting Power; Record Date					19
	Votes Required					19
	Voting					20
	Revocability of Proxies					20
	Attendance at the Special Meeting					21
	Solicitation of Proxies					21
	No Right of Appraisal					21
	Principal Executive Offices					21
	THE EXTENSION AMENDMENT PROPOSAL					22
	Background					22
	The Extension Amendment					23
	Reasons for the Proposal					24
	If the Extension Amendment Proposal Is Not Approved					24
	If the Extension Amendment Proposal Is Approved					25
	Redemption Rights					25
	Interests of the Sponsor and the Company’s Directors and Executive Officers					27
	U.S. Federal Income Tax Considerations					28
	U.S. Holders					30
	Information Reporting and Backup Withholding					32
	Non-U.S. Holders					32
	Information Reporting and Backup Withholding					34
	Inflation Reduction Act					34
	Required Vote					35
	Recommendation					36
	THE REDEMPTION LIMITATION AMENDMENT PROPOSAL					37
	Overview					37
	Reasons for the Redemption Limitation Amendment Proposal					37
	If the Redemption Limitation Amendment Proposal Is Not Approved					37
	If the Redemption Limitation Amendment Proposal Is Approved					38
	Interests of the Sponsor and the Company’s Directors and Executive Officers					38
	Redemption Rights					38
	Required Vote					38
	Recommendation					39
	THE ADJOURNMENT PROPOSAL					40
	Overview					40
	Consequences if the Adjournment Proposal Is Not Approved					40
	Required Vote					40
	Recommendation					40
	BENEFICIAL OWNERSHIP OF SECURITIES					41
	STOCKHOLDER PROPOSALS					44
	DELIVERY OF DOCUMENTS TO STOCKHOLDERS					45
	WHERE YOU CAN FIND MORE INFORMATION					46
	Annex A					A-1

				For additional information about the Merger Agreement and the related transactions, please see the Current Report on Form 8-K filed by the Company with the SEC on September 11, 2024. Our Board has determined that it is in the best interests of the Company to amend the Charter to further extend the date to consummate a business combination from December 14, 2024 to the Extended Date in order to allow the Company more time to complete a business combination. Furthermore, our Board believes it is in the best interests of the Company and its stockholders for the Company to be allowed to effect redemptions irrespective of the Redemption Limitation. Therefore, our Board is submitting the proposals described in this proxy statement for the stockholders to vote upon.
	Q: What is being voted on?			A: You are being asked to vote on each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal. The proposals are listed below: 1. Extension Amendment Proposal: a proposal to amend our Charter to extend the date by which the Company must consummate a business combination from December 14, 2024 to September 30, 2025. 2. Redemption Limitation Amendment Proposal: a proposal to amend our Charter to eliminate from our Charter the Redemption Limitation in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. 3. Adjournment Proposal: a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
	Q: What is the purpose of the Extension Amendment Proposal?			A: The purpose of the Extension Amendment Proposal is to provide the Company with additional time to complete an initial business combination. Our Charter currently provides that the Company must complete its initial business combination by December 14, 2024. On September 11, 2024, we entered into the Merger Agreement with Angel Studios and Merger Sub. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Angel Studios, with Angel Studios surviving the Merger as a wholly owned subsidiary of the Company, in accordance with the terms and subject to the conditions of the Merger Agreement. Our Board currently believes that there will not be sufficient time within the Combination Period to complete an initial business combination. Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an initial business combination. Therefore, our Board

				redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up. Additionally, holders of the Founder Shares (and any Public Shares issued upon conversion of Founder Shares) have waived their rights to participate in any liquidation distribution with respect to such shares. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to advance it the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. You are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on a business combination when one is submitted to the Public Stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem the Public Shares held by you for a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
	Q: What is the purpose of the Redemption Limitation Amendment Proposal?			A: The purpose of the Redemption Limitation Amendment Proposal is to allow the Company to proceed with the Extension Amendment even if redemptions of our Public Shares in connection with the Extension would cause us to have less than $5,000,001 of net tangible assets. Our Charter provides that we may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act)) of less than $5,000,001. Without the Redemption Limitation Amendment, the Company may not be able to implement the Extension or complete a business combination if following redemptions in connection with the Extension or upon the consummation of the business combination the Company has net tangible assets of less than $5,000,001 even if stockholders approve the Extension or if all contractual conditions to closing the business combination are met. You are not being asked to vote on any proposed business combination at this time. If the Redemption Limitation Amendment Proposal is implemented and you do not elect to redeem your Public Shares now, you will retain the right to vote on a business combination when one is submitted to the Public Stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem the Public Shares held by you for a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.
	Q: What is the purpose of the Adjournment Proposal?			A: The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates if we determine that additional time is necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the

				Extension or the Redemption Limitation Amendment Proposal. The Adjournment Proposal will be presented at the Special Meeting only if there are not sufficient votes to approve the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension or the Redemption Limitation Amendment Proposal.
	Q: Why should I vote for the Extension Amendment Proposal?			A: Our Board believes stockholders will benefit from the Company consummating a business combination and is proposing the Extension Amendment Proposal to extend the date by which the Company must complete a business combination until the Extended Date. The Extension would give the Company the opportunity to complete a business combination, which our Board believes is in the best interests of the stockholders. Our Charter provides that if our stockholders approve an amendment to our Charter that would modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete a business combination within the Combination Period, we will provide our Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon such approval at a per share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to such approval, including interest not previously released to the Company to pay taxes, divided by the number of then-outstanding Public Shares. The Company believes that this Charter provision was included to protect the Company’s stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the Charter. The Company also believes, however, that given the Company’s expenditure of time, effort and money on pursuing a business combination, circumstances warrant providing the Company with additional time to complete an initial business combination. Our Board recommends that you vote in favor of the Extension Amendment Proposal but expresses no opinion as to whether you should redeem your Public Shares.
	Q: Why should I vote for the Redemption Limitation Amendment Proposal?			A: Our Board believes stockholders will benefit from the Company implementing the Extension and is proposing the Redemption Limitation Amendment Proposal to eliminate the Redemption Limitation. If the Redemption Limitation Amendment Proposal is not approved and there are significant requests for redemption (including as a result of the Redemption Limitation Amendment Proposal) such that the Company’s net tangible assets would be less than $5,000,001 following the redemptions, we would be unable to implement the Extension. Our Board recommends that you vote in favor of the Redemption Limitation Amendment Proposal.

	Q: Why should I vote for the Adjournment Proposal?			A: If the Adjournment Proposal is presented and not approved by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Redemption Limitation Amendment Proposal. Our Board recommends that you vote in favor of the Adjournment Proposal.
	Q: When would our Board abandon the Extension Amendment Proposal?			A: Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders. We will not proceed with the Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account redemptions of Public Shares.
	Q: When would our Board abandon the Redemption Limitation Amendment Proposal?			A: Our Board will abandon the Redemption Limitation Amendment if our stockholders do not approve the Redemption Limitation Amendment Proposal or the Extension Amendment Proposal. In addition, notwithstanding stockholder approval of the Redemption Limitation Amendment Proposal or the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Redemption Limitation Amendment at any time without any further action by our stockholders.
	Q: How do the Company insiders intend to vote their shares?			A: Our Sponsor and all of our directors, officers and their respective affiliates are expected to vote any Common Stock over which they have voting control (including any Public Shares owned by them) in favor of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Adjournment Proposal. Our Sponsor, directors and officers and their respective affiliates are not entitled to redeem the Founder Shares or any Public Shares held by them. As of the record date, our Sponsor, directors and executive officers beneficially owned, and were entitled to vote, 50,004 Founder Shares and 4,200,000 Public Shares, which represents 61.5% of the Company’s issued and outstanding Common Stock. Our Sponsor, directors, officers and their respective affiliates may choose to buy Public Shares in the open market and/or through privately negotiated purchases. In the event that such purchases do occur, the purchasers may seek to purchase Public Shares from stockholders who would otherwise have voted against the Extension Amendment Proposal. Any Public Shares held by or subsequently purchased by our Sponsor, directors, officers and their respective affiliates will be voted in favor of the Extension Amendment Proposal and the Adjournment Proposal, if applicable.

	October 29, 2024			By Order of the Board of Directors,
				/s/ Jared Stone Jared Stone Chairman

	Q: Does our Board recommend voting for the approval of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal?			A: Yes. After careful consideration of the terms and conditions of the proposals, our Board has determined that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote “FOR” the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and, if presented, the Adjournment Proposal.
	Q: What vote is required to adopt the Extension Amendment Proposal?			A: Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s outstanding Class A Common Stock and Class B Common Stock, voting together as a single class, including those shares held as a constituent part of our Units, on the record date.
	Q: What vote is required to adopt the Redemption Limitation Amendment Proposal?			A: Approval of the Redemption Limitation Amendment Proposal will require the affirmative vote of holders of at least 65% of the Company’s outstanding Class A Common Stock and Class B Common Stock, voting together as a single class, including those shares held as a constituent part of our Units, on the record date.
	Q: What vote is required to adopt the Adjournment Proposal?			A: If presented, the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders represented in person (including virtually) or by proxy at the Special Meeting.
	Q: What happens if I sell my Public Shares or Units before the Special Meeting?			A: The October 2, 2024 record date is earlier than the date of the Special Meeting. If you transfer your Public Shares, including those shares held as a constituent part of our Units, after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your Public Shares prior to the record date, you will have no right to vote those shares at the Special Meeting. If you acquired your Public Shares after the record date, you will still have an opportunity to redeem them if you so decide.
	Q: What if I do not want to vote for the Extension Amendment Proposal?			A: If you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. You will be entitled to redeem your Public Shares for cash in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you make an Election. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.
	Q: What if I do not want to vote for the Redemption Limitation Amendment Proposal?			A: If you do not want the Redemption Limitation Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposal. You will be entitled to redeem your Public Shares for cash in connection with this vote whether or not you vote on the Redemption Limitation Amendment Proposal so long as you make an Election. If the Redemption Limitation Amendment Proposal is approved, and the Redemption Limitation Amendment is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.

	Q: What if I don’t want to vote for the Adjournment Proposal?			A: If you do not want the Adjournment Proposal to be approved, you must vote against the proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment Proposal.
	Q: Will you seek any further extensions to liquidate the Trust Account?			A: Other than the Extension until the Extended Date as described in this proxy statement, the Company has not determined whether it may seek any further extension to consummate its initial business combination, although it may determine to do so in the future.
	Q: What happens if the Extension Amendment Proposal is not approved?			A: If the Extension Amendment Proposal is not approved and the Company has not consummated an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Public Shares owned as a result of the Conversion or Private Placement Units. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event we wind up.
	Q: If the Extension Amendment Proposal is approved, what happens next?			A: If the Extension Amendment Proposal is approved, the Company will continue to attempt to consummate an initial business combination until the Extended Date. If the Extension Amendment Proposal is approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form of Annex A hereto. The Company will remain a reporting company under the Exchange Act, and its Units, Public Shares and Public Warrants will remain publicly traded. If the Extension Amendment Proposal is approved, the Company will remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for the Company’s use in connection with consummating an initial business combination on or before the

				Extended Date. The Company will not proceed with the Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account redemptions of Public Shares.
				If the Extension Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of the Common Stock held by the Sponsor and our directors and officers. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $12,896,826 that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
	Q: What happens if the Redemption Limitation Amendment Proposal is not approved?			A: If the Redemption Limitation Amendment Proposal is not approved, we will not redeem Public Shares to the extent that accepting all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the Redemption Limitation Amendment Proposal is not approved and we receive notice of redemptions of Public Shares approaching or in excess of the Redemption Limitation, we and/or the Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, (b) entering into non-redemption agreements with certain of our significant stockholders and (c) seeking redemption reversals from our significant stockholders. If the Redemption Limitation Amendment Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Extension and we will not redeem any Public Shares. In such case, Public Shares which a Public Stockholder elects to redeem but which are not redeemed shall be returned to such Public Stockholder or such Public Stockholder’s account and such Public Stockholder will retain the right to have their Public Shares redeemed for cash if we have not completed an initial business combination by December 14, 2024.
	Q: If the Redemption Limitation Amendment Proposal is approved, what happens next?			A: If the Redemption Limitation Amendment Proposal is approved, the Company will file an amendment to the Charter with the Secretary of State of the State of Delaware in the form of Annex A. If the Redemption Limitation Amendment Proposal is approved, the Company will remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed Public Shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for the Company’s use in connection with consummating an initial business combination on or before the

				Extended Date. If the Redemption Limitation Amendment Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of the Common Stock held by the Sponsor and our directors and officers. We cannot predict the amount that will remain in the Trust Account if the Redemption Limitation Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $12,896,826 that was in the Trust Account as of the record date. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.
	Q: If I do not redeem my shares now, would I still be able to vote on an initial business combination and exercise my redemption rights with respect to an initial business combination?			A: Yes. If you do not redeem your shares in connection with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, then, assuming you are a stockholder as of the record date for voting on a business combination, you will be able to vote on the business combination when it is submitted to stockholders. You will also retain your right to redeem the Public Shares then held by you upon consummation of a business combination, subject to any limitations set forth in the Charter, as amended by the Extension Amendment and the Redemption Limitation Amendment.
	Q: When and where is the Special Meeting?			A: The Special Meeting will be held at 10:00 a.m. Eastern time, on November 13, 2024, in virtual format. You may attend, vote and examine the list of stockholders entitled to vote at the Special Meeting by visiting https://www.https://www.cstproxy.com/southportacquisition/2024 and entering the control number found on your proxy card, voting instruction form or notice included in your proxy materials. You may also attend the Special Meeting telephonically by dialing (800) 450-7155 (toll-free within the United States and Canada) or (857) 999-9155 (outside of the United States and Canada, standard rates apply). The pin number for telephone access is 0946702, but please note that you will not be able to vote or ask questions if you choose to participate telephonically. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.
	Q: How do I attend the Special Meeting, and will I be able to ask questions?			A: If you are a registered stockholder, you received a proxy card from the Company’s transfer agent, Continental Stock Transfer & Trust Company (the “Transfer Agent”). The form contains instructions on how to attend the Special Meeting, including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at the phone number or email address below. The Transfer Agent support contact information is as follows: (917) 262-2373, or email proxy@continentalstock.com. You can pre-register to attend the Special Meeting starting November 7, 2024 at 5:00 p.m. Eastern time. Enter the following URL address into your browser: https://www.cstproxy.com/southportacquisition/2024/, enter your control number, name and

				email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the Special Meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Special Meeting. Beneficial holders who own their investments through a bank or broker will need to contact the Transfer Agent to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the Transfer Agent for specific instructions on how to receive the control number. The Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number. If you do not have internet capabilities, you can listen only to the Special Meeting by dialing (800) 450-7155, within the U.S. and Canada, or (857) 999-9155 (standard rates apply) outside the U.S. and Canada; when prompted enter the pin number 0946702. This is listen only; you will not be able to vote or enter questions during the Special Meeting.
	Q: How do I vote?			A: If you are a holder of record of Common Stock, including those shares held as a constituent part of our Units, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote virtually if you have already voted by proxy. If your shares of Common Stock, including those shares held as a constituent part of our Units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
	Q: How do I change my vote?			A: If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the Special Meeting or by voting virtually at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 8 Bolling Place, Greenwich, CT 06830, Attn: Chief Executive Officer.
	Q: How are votes counted?			A: Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Because approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal requires the

				affirmative vote of the stockholders holding at least 65% of the shares of Class A Common Stock and Class B Common Stock outstanding on the record date, voting together as a single class, abstentions and broker non-votes will have the same effect as votes against the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by stockholders represented in person (including virtually) or by proxy. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.
	Q: If my shares are held in “street name,” will my broker automatically vote them for me?			A: No. Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. It is expected that all proposals to be voted on at the Special Meeting will be treated as “non-routine” matters and therefore, we do not expect there to be any broker non-votes at the Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your bank, broker or other nominee to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
	Q: What is a quorum requirement?			A: A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of Common Stock on the record date, including those shares held as a constituent part of our Units, are represented in person (including virtually) or by proxy at the Special Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Because all of the proposals to be voted on at the Special Meeting are expected to be treated as “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any proposals unless instructed, so we do not expect there to be any broker non-votes at the Special Meeting. If there is no quorum, the presiding officer of the Special Meeting may adjourn the Special Meeting to another date.
	Q: Who can vote at the Special Meeting?			A: Only holders of record of the Common Stock, including those shares held as a constituent part of our Units, at the close of business on October 2, 2024 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. As of the record date, 5,363,113 shares of Class A Common Stock and 1,550,000 shares of Class B Common Stock were outstanding and entitled to vote.

				Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or Units were registered directly in your name with the Transfer Agent, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted. Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or Units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.
	Q: What interests do the Company’s directors and executive officers have in the approval of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal?			A: The Company’s directors and executive officers have interests in the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by them or their affiliates of Founder Shares (and Public Shares issued in connection with the Conversion), and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal — Interests of the Sponsor and the Company’s Directors and Officers.”
	Q: What if I object to the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and/or the Adjournment Proposal? Do I have appraisal rights?			A: Stockholders do not have appraisal rights in connection with any of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal or, if presented, the Adjournment Proposal under the DGCL.
	Q: What happens to the Company’s warrants if the Extension Amendment Proposal is not approved?			A: If the Extension Amendment Proposal is not approved and the Company has not consummated an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders

				and our Board, in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Public Shares owned as a result of the Conversion or the Private Placement Warrants. Additionally, there will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event the Company winds up.
	Q: What happens to the Company warrants if the Extension Amendment Proposal is approved?			A: If the Extension Amendment Proposal is approved, the Company will continue its efforts to consummate a business combination until the Extended Date and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms.
	Q: How do I redeem my Public Shares?			A: If the Extension and/or the Redemption Limitation Amendment are implemented, each Public Stockholder may seek to redeem all or a portion of its Public Shares at a per share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the approval of the Extension and/or the Redemption Limitation Amendment, including interest not previously released to the Company to pay taxes, divided by the number of then-outstanding Public Shares. The Company will not proceed with the Extension unless (i) the Redemption Limitation Amendment Proposal is approved or (ii) if the Company will have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account redemptions of Public Shares. The Company will not proceed with the Redemption Limitation Amendment unless the Extension Amendment Proposal is approved. You will also be able to redeem your Public Shares in connection with any stockholder vote to approve a business combination, or if the Company has not consummated a business combination by the Extended Date. You will be entitled to receive cash for any Public Shares to be redeemed only if, prior to 5:00 p.m. Eastern time on November 11, 2024 (two business days prior to the Special Meeting), you (i) submit a written request, including the name, phone number, and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, that the Company redeem your Public Shares for cash and (ii) deliver your Public Shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”), based on the manner in which you hold your shares. Holders of Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their

				You may make such request by contacting our Transfer Agent at the address listed above. In the event that a Public Stockholder tenders shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The Company anticipates that a Public Stockholder who tenders shares for redemption in connection with the vote to approve the Extension would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment. The Transfer Agent will hold the certificates of Public Stockholders that make the Election until such shares are redeemed for cash or returned to such stockholders.
	Q: If I am a Unit holder, can I exercise redemption rights with respect to my Units?			A: No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to the Transfer Agent with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. If you hold you Units in an account at a brokerage firm or bank, you must notify you broker or bank that you elect to separate the Units into the underlying Public Shares and Public Warrants.
	Q: What should I do if I receive more than one set of voting materials?			A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Common Stock.
	Q: Who is paying for this proxy solicitation?			A: The Company will pay for the entire cost of soliciting proxies from its working capital. The Company has engaged Sodali & Co (“Sodali”) to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Sodali a fee of $10,000. The Company will also reimburse Sodali for reasonable and customary out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and executive officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. The Company may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the

	Class A Common Stock				Class B Common Stock				Approximate Percentage of Outstanding Common Stock
Name of Beneficial Owner(1)	Number of Shares Beneficially Owned		Approximate Percentage of Class		Number of Shares Beneficially Owned		Approximate Percentage of Class		Approximate Percentage of Outstanding Common Stock
Southport Acquisition Sponsor LLC(2)		4,200,000		78.3%		50,004		3.2%		61.5%
RiverNorth Capital Management, LLC and affiliated entities and persons(3)		700,000		13.1%		262,496		16.9%		13.9%
Sandia Investment Management L.P. and affiliated entities and persons(4)		450,000		8.4%		262,502		16.9%		10.3%
Radcliffe SPAC Master Fund, L.P.(5)		—		—		187,498		12.1%		2.7%
Kepos Special Opportunities Master Fund L.P.(6)		—		—		262,496		16.9%		3.8%
Polar Multi-Strategy Master Fund, L.P.(7)		—		—		262,502		16.9%		3.8%
Castle Creek Strategies, LLC and affiliated entities and persons(8)		—		—		262,502		16.9%		3.8%
Jeb Spencer(9)		4,200,000		78.3%		50,004		3.2%		61.5%
Jared Stone(9)		4,200,000		78.3%		50,004		3.2%		61.5%
Sigmund Anderman*		—		—		—		—		—
Matthew Hansen*		—		—		—		—		—
Jennifer Nuckles*		—		—		—		—		—
Cathleen Schreiner Gates*		—		—		—		—		—
David Winfield*		—		—		—		—		—
All officers and directors as a group (seven individuals)		4,200,000		78.3%		50,004		3.2%		61.5%

				Extension is implemented, we do not expect such payments to have a material effect on our ability to consummate an initial business combination.
	Q: Where do I find the voting results of the Special Meeting?			A: We will announce preliminary voting results at the Special Meeting. The final voting results will be tallied by the inspector of election and published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Special Meeting.
	Q: Who can help answer my questions?			A: If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact: Southport Acquisition Corporation 8 Bolling Place Greenwich, Connecticut 06830 Attn: Chief Executive Officer You may also contact the Company’s proxy solicitor at: Sodali & Co 333 Ludlow Street 5th Floor, South Tower Stamford, Connecticut 06902 Individuals (toll-free): (800) 662-5200 Banks and brokerage firms, please call collect: (203) 658-9400 Email: PORT.info@investor.sodali.com You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”