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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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:
| 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) | |
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| 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:
| Title of each class | Trading Symbol(s) |
Name
of each exchange on which registered | ||
| , $0.0001 par value, and one-half of one warrant | ||||
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
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2023, Southport Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote upon the Extension Amendment Proposal (as defined below). At the Special Meeting, the Company’s stockholders approved the Extension Amendment Proposal, and promptly thereafter, the Company filed with the Secretary of State of the State of Delaware an amendment to its Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to implement the Extension Amendment Proposal.
The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2023, the Company convened the Special Meeting for the purposes of considering and voting upon the following proposals, each of which is described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 22, 2023:
| · | a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination (the “Extension”) from June 14, 2023 (the date that is 18 months from the closing date of the Company’s initial public offering) to September 14, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, up to March 14, 2024 (the “Extension Amendment Proposal”); and |
| · | 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 the Company determines that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”). |
Holders of 21,442,128 shares of common stock of the Company held of record as of May 12, 2023, the record date for the Special Meeting, were present virtually or by proxy, representing approximately 74.6% of the voting power of the Company’s shares of common stock as of the record date for the Special Meeting, and constituting a quorum for the transaction of business.
A summary of the voting results at the Special Meeting is set forth below.
Proposal No. 1: The Extension Amendment Proposal
The voting results for the Extension Amendment Proposal were as follows:
| For | Against | Abstain | ||
| 20,479,579 | 962,549 | 0 |
Proposal No. 2: The Adjournment Proposal
The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Special Meeting to a later date or dates, if the Company determined that additional time was necessary to effectuate the Extension. As sufficient shares were voted in favor of the Extension Amendment Proposal, the Adjournment Proposal was not voted upon at the Special Meeting.
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Item 8.01 Other Events.
In connection with the vote to approve the Extension Amendment Proposal, the holders of 18,849,935 shares of Class A common stock, par value $0.0001, of the Company (“Class A Common Stock”) properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.49 per share of Class A Common Stock, for an aggregate redemption amount of approximately $198 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 | Amendment to the Amended and Restated Certificate of Incorporation of Southport Acquisition Corporation dated June 9, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: June 9, 2023 | By: | /s/ Jeb Spencer |
| Name: Jeb Spencer | ||
| Title: Chief Executive Officer | ||
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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SOUTHPORT ACQUISITION CORPORATION
June 9, 2023
Southport Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Southport Acquisition Corporation”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 13, 2021 (the “Original Certificate”).
2. An Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), which both restated and amended the provisions of the Original Certificate, was filed with the Secretary of State of the State of Delaware on December 13, 2021.
3. This Amendment to the Amended and Restated Certificate (this “Amendment”) amends the Amended and Restated Certificate.
4. This Amendment has been approved and declared advisable by the Board of Directors of the Corporation, and was duly adopted by the affirmative vote of the holders of 65% of the common stock of the Corporation entitled to vote at a meeting of stockholders in accordance with the provisions of the Amended and Restated Certificate and Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
5. This Amendment shall become effective on the date of filing with the Secretary of State of Delaware.
6. The text of Section 9.1(b) of Article IX is hereby restated and amended in its entirety to read as follows:
| (b) | Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 24, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for withdrawals of interest earned on the funds held in the Trust Account to the extent necessary to pay the Corporation’s taxes (“Permitted Withdrawals”), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of one hundred percent (100%) of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by September 14, 2023 (or March 14, 2024 at the election of the Board, in six separate one-month extensions) (the “Deadline Date”) and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to provide Public Stockholders with the opportunity to have their Offering Shares redeemed in connection with an initial Business Combination or to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of the Class A Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” |
7. The text of Section 9.2(d) of Article IX is hereby restated and amended in its entirety to read as follows:
| (d) | In the event that the Corporation has not consummated an initial Business Combination by the Deadline Date, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) Business Days thereafter subject to lawfully available funds therefor, redeem one hundred percent (100%) of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on funds held in the Trust Account (net of Permitted Withdrawals and up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish the rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. |
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8. The text of Section 9.7 of Article IX is hereby restated and amended in its entirety to read as follows:
If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (A) to modify the substance or timing of the Corporation’s obligation to provide Public Stockholders with the opportunity to have their Offering Shares redeemed in connection with an initial Business Combination or to redeem one hundred percent (100%) of the Offering Shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (B) with respect to any other provision of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on funds held in the Trust Account (net of Permitted Withdrawals), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
[Signature page follows]
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IN WITNESS WHEREOF, Southport Acquisition Corporation has caused this Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of the date first set forth above.
| SOUTHPORT ACQUISITION CORPORATION | |||
| By: | /s/ Jeb Spencer | ||
| Name: | Jeb Spencer | ||
| Title: | Chief Executive Officer | ||
[Signature Page to Amendment to Amended and Restated Certificate of Incorporation]