This report, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Those forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not a forward-looking statement. Forward-looking statements in this report may include, for example, statements about:
| ● | our ability to select an attractive target business or businesses; |
| ● | our ability to complete our initial business combination on favorable terms in a timely manner, or at all; |
| ● | our expectations around the performance of a prospective target business or businesses; |
| ● | our officers and directors allocating some of their time to other businesses and potentially having conflicts of interest with us or in approving our initial business combination; |
| ● | actual and potential conflicts of interest relating to our management team, or our sponsor or any of their respective affiliates; |
| ● | our ability to draw from the support and expertise of affiliates of our sponsor; |
| ● | our potential ability to obtain additional financing to complete our initial business combination on favorable terms, or at all; |
| ● | our pool of prospective target businesses, including the location and industry of such target businesses; |
| ● | the ability of our management team to generate a number of potential business combination opportunities; |
| ● | our public securities’ potential liquidity and trading; |
| ● | the lack of an active trading market for our securities; |
| ● | the use of proceeds not held in the Trust Account (as hereinafter defined) or available to us from interest income on the Trust Account balance; |
| ● | our financial performance. |
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PART I
Unless otherwise stated or the context otherwise requires, references in this report to: (i) “we,” “us,” “our,” “the Company” or “our Company” are to Southport Acquisition Corporation; (ii) “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our IPO (as defined herein), and the shares of our Class A common stock issued upon the conversion thereof; (iii) “initial business combination” has the meaning set forth in the immediately following paragraph; (iv) “management” or our “management team” are to our officers and directors; (v) “permitted withdrawals for tax” are to amounts withdrawn from interest earned on the funds held in the Trust Account (as defined herein) in order to pay our taxes; (vi) “private placement warrants” are to our warrants purchased by our sponsor in the Private Placement (as defined herein); (vii) “public shares” are to shares of our Class A common stock included in the units sold in our IPO (whether they were purchased in our IPO or thereafter in the open market); (viii) “public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that the status of our sponsor and each member of our management team as a “public stockholder” shall only exist with respect to such public shares; (ix) “public warrants” are to our warrants included in the units sold in our IPO (whether they were purchased in our IPO or thereafter in the open market) and to the private placement warrants if held by third parties other than our sponsor or its permitted transferees; (x) “sponsor” are to Southport Acquisition Sponsor LLC, a Delaware limited liability company; (xi) “underwriter” are to BofA Securities, Inc., the underwriter of our IPO; and (xii) “warrants” are to the public warrants and the private placement warrants.
