8-K
Angel Studios, Inc. (ANGX)
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
January 28, 2022
Date of Report (Date of earliest event reported)
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.) |
| 1745 Grand AvenueDel Mar, California | 92014 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (917) 503-9722
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| 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 | PORT.U | The New York Stock Exchange |
| Class A common stock, par value $0.0001 per share | PORT | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment | PORT.W | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events
On January 28, 2022, Southport Acquisition Corporation (the “Company”) announced that, commencing January 31, 2022, the holders of the units sold in the Company’s initial public offering may elect to separately trade the shares of the Company’s Class A common stock and the warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of Class A common stock and warrants that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “PORT” and “PORT.W,” respectively. The units that are not separated will continue to trade on the NYSE under the symbol “PORT.U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the shares of Class A common stock and the warrants included in the units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated January 28, 2022 |
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SIGNATURES
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.
Dated: January 31, 2022
| SOUTHPORT ACQUISITION CORPORATION | |
|---|---|
| By: | /s/ Jeb Spencer |
| Name: Jeb Spencer | |
| Title: Chief Executive Officer |
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Exhibit 99.1
Southport Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Warrants,Commencing January 31, 2022
DEL MAR, CA--(January 28, 2022)—Southport Acquisition Corporation (the “Company”) announced that, commencing January 31, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade the shares of the Company’s Class A common stock and the warrants included in the units.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of Class A common stock and warrants that are separated will trade on the New York Stock Exchange (the “NYSE”) under the symbols “PORT” and “PORT.W,” respectively. The units that are not separated will continue to trade on the NYSE under the symbol “PORT.U.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission (“SEC”) and became effective on December 9, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Southport Acquisition Corporation
Southport Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, the Company intends to focus on acquisition opportunities in the financial software space with particular focus on mortgage and real estate verticals in the United States.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s plans with respect to the target industry for a potential business combination. No assurance can be given that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.