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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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or other jurisdiction of incorporation) |
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File Number) |
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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) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| 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: None.
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| OTC | ||||
| OTC | ||||
| OTC |
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 November 13, 2024, Southport Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote upon the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (each as defined below). At the Special Meeting, the Company’s stockholders approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, and promptly thereafter, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) to implement the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter 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 November 13, 2024, 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 amended and restated definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 29, 2024:
| · | a proposal to amend the Charter to extend the date by which the Company must consummate an initial business combination (the “Extension”) from December 14, 2024 to September 30, 2025 (the “Extension Amendment Proposal”); |
| · | a proposal to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem its outstanding Class A Common Stock, par value $0.0001 per share (“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 Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment,” and such proposal, the “Redemption Limitation 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 the Redemption Limitation Amendment Proposal or if the Company determines that additional time is necessary to effectuate the Extension or the Redemption Limitation Amendment (the “Adjournment Proposal”). |
Holders of 5,754,104 shares of common stock of the Company held of record as of October 2, 2024, the record date for the Special Meeting, were present virtually or by proxy, representing approximately 83.2% 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 | Broker Non-Votes | |||
| 5,754,087 | 2 | 15 | 0 |
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Proposal No. 2: The Redemption Limitation Amendment Proposal
The voting results for the Redemption Limitation Amendment Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 5,753,981 | 2 | 15 | 106 |
Proposal No. 3: 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 or the Redemption Limitation Amendment. As sufficient shares were voted in favor of the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not voted upon at the Special Meeting.
| Item 8.01 | Other Events. |
In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 1,125,126 Public Shares properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.08 per Public Share, for an aggregate redemption amount of approximately $12 million.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 | Third Amendment to the Amended and Restated Certificate of Incorporation of Southport Acquisition Corporation dated November 13, 2024. |
| 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: November 13, 2024 | By: | /s/ Jeb Spencer | |
| Name: | Jeb Spencer | ||
| Title: | Chief Executive Officer | ||
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Exhibit 3.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SOUTHPORT ACQUISITION CORPORATION
November 13, 2024
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. A first amendment to the Amended and Restated Certificate, which amended the provisions of the Amended and Restated Certificate, was filed with the Secretary of State of the State of Delaware on June 9, 2023 (the “First Amendment”).
4. A second amendment to the Amended and Restated Certificate, which amended the provisions of the Amended and Restated Certificate, as amended by the First Amendment, was filed with the Secretary of State of the State of Delaware on March 14, 2024 (the “Second Amendment”).
5. This third amendment to the Amended and Restated Certificate, as amended by the First Amendment and the Second Amendment (this “Amendment”), further amends the Amended and Restated Certificate.
6. 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”).
7. This Amendment shall become effective on the date of filing with the Secretary of State of Delaware.
8. The text of Section 9.1(b) of Article IX is hereby amended and restated 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 30, 2025 (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.”” |
9. The text of Section 9.2(a) of Article IX is hereby amended and restated in its entirety to read as follows:
| “(a) | Prior to the consummation of the initial Business Combination, the Corporation shall provide all Public Stockholders with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.” |
10. The text of Section 9.2(e) of Article IX is hereby amended and restated in its entirety to read as follows:
| “(e) | If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).” |
11. The text of Section 9.2(f) of Article IX is hereby deleted in its entirety.
12. The text of Section 9.7 of Article IX is hereby amended and restated in its entirety to read as follows:
“Section 9.7 Additional Redemption Rights. 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.”
[Signature page follows]
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 Third Amendment to Amended and Restated Certificate of Incorporation]