Angel Studios, Inc 8-K, filed May 8, 2023
Angel Studios, Inc. (ANGX)
About this 8-K
Angel Studios, Inc filed this 8-K on May 8, 2023, reporting on events of May 3, 2023.
Items reported
- Item 4.02: Earlier financial statements no longer reliable
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the preparation of Southport Acquisition Corporation’s (the “Company”) financial statements as of and for the year ended December 31, 2022, the Company’s management identified a correction required to be made to its previously issued financial statements as of and for the three and nine months ended September 30, 2022 (the “Original Financial Statements”), which financial statements were included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022. The errors arose from the presentation of the Company’s Statement of Cash Flows. Specifically, the Company previously presented dividend and interest income on marketable securities held in the trust account as an adjustment to net income in the cash flows from operating activities section of the Statement of Cash Flows. Management has since determined that it should present dividend and interest income on marketable securities held in the trust account within the cash flows from investing activities section of the Statement of Cash Flows. Additionally, a sale and purchase of marketable securities held in the trust account was not presented within the cash flows from investing activities section of the Statement of Cash Flows. As a result, management has noted a required reclassification related to dividend and interest income on marketable securities of $990,869 held in the trust account from the cash flows from operating section to the cash flows from investing section of the Statement of Cash Flows. The Company will also present the sale and purchase of marketable securities held in the trust account of $235,156,272 within the cash flows from investing section of the Statement of Cash Flows. These adjustments have resulted in a restatement of the Original Financial Statements.
As a result, after discussion with BDO LLP, the Company’s independent registered public accounting firm, on May 3, 2023, the Company’s management and the audit committee of the Company’s board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order to correct the presentation errors on the Statements of Cash Flows. Accordingly, the Company will disclose the impact of such restatement on its Original Financial Statements in its Annual Report on Form 10-K as of and for the year ended December 31, 2022 (the “2022 Form 10-K”), which the Company intends to file with the SEC as soon as reasonably practicable after the filing of this Current Report on Form 8-K. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. The financial information that has been previously filed or otherwise reported in the Original Financial Statements will be superseded by the information in the 2022 Form10-K.
The Company’s management has concluded that in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no duty to update these forward-looking statements.
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: May 8, 2023 | By: | /s/ Jeb Spencer | |
| Name: | Jeb Spencer | ||
| Title: | Chief Executive Officer | ||
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