Southport Acquisition Corp

Previous wording

As of March 31, 2024, the board of directors of the Company approved six monthly extensions from September 14, 2023 to March 14, 2024.

Current wording

Prior to March 31, 2024, the board of directors of the Company approved six monthly extensions from September 14, 2023 to March 14, 2024.

Previous wording

For the three months ended March 31, 2023, we had net income of $1,184,465, which consisted of $2,525,300 dividend income on marketable securities held in the Trust Account and offset by a $542,100 loss on the change in fair value of warrant liability, provision for income tax of $519,957, $76,671 in legal and accounting expenses, $49,315 of franchise tax expense, $22,092 of administrative expenses (of which $0 are due to related party), $129,063 of insurance expense, and $1,637 of bank fees.

Current wording

For the three months ended June 30, 2024, we had net loss of $504,983, which consisted of $163,615 dividend income on marketable securities held in the Trust Account, offset by a $331,450 loss on the change in fair value of warrant liability, provision for income tax of $49,421, $82,785 in legal and accounting expenses, $50,000 of franchise tax expense, $57,079 of administrative expenses (of which $45,000 are due to related party), $80,138 of insurance expense, $21,250 of listing fees, and $1,476 of bank fees.

Previous wording

For the three months ended March 31, 2024, we had net income of $261,607, which consisted of $559,907 dividend income on marketable securities held in the Trust Account and a $447,950 gain on the change in fair value of warrant liability and offset by a non-redemption agreement expense of $274,973 related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $64,703, $60,546 in legal and accounting expenses, $75,874 of franchise tax expense, $151,749 of administrative expenses (of which $45,000 are due to related party), $95,151 of insurance expense, $21,250 of listing fees, and $2,004 of bank fees.

Current wording

For the six months ended June 30, 2024, we had net loss of $243,377, which consisted of $723,522 dividend income on marketable securities held in the Trust Account and a $116,500 gain on the change in fair value of warrant liability, offset by a non-redemption agreement expense of $274,973 related to the excess fair value of Class B common stock transferred by the Sponsor, provision for income tax of $114,124, $143,331 in legal and accounting expenses, $125,874 of franchise tax expense, $203,828 of administrative expenses (of which $90,000 are due to related party), $175,289 of insurance expense, $42,500 of listing fees, and $3,480 of bank fees.

Previous wording

As of March 31, 2024 and December 31, 2023, we had cash of $523,168 and $2,171,553, respectively, and working capital deficit of $2,877,121 and $2,808,465, respectively.

Current wording

As of June 30, 2024 and December 31, 2023, we had cash of $490,693 and $2,171,553, respectively, and working capital deficit of $3,116,689 and $2,808,465, respectively.

Previous wording

As of March 31, 2024, net cash used in by operating activities was $1,989,167. Net income of $261,607 was increased by a non-redemption agreement expense of $274,973 related to the transfer of Class B shares by the Sponsor, and decreased by a $447,950 gain on the change in fair value of warrant liability, $175,923 of accrued dividends on marketable securities held in the Trust Account, and $1,901,874 decrease in changes in operating assets and liabilities.

Current wording

For the six months ended June 30, 2024, net cash used in by operating activities was $1,833,885. Net income of $243,377 was increased by a non-redemption agreement expense of $274,973 related to the transfer of Class B shares by the Sponsor, and decreased by a $116,500 gain on the change in fair value of warrant liability, $54,200 of accrued dividends on marketable securities held in the Trust Account, and $1,694,781 decrease in changes in operating assets and liabilities.

Previous wording

As of March 31, 2023, net cash provided by operating activities was $1,578,970. Net income of $1,184,465 was increased by a $542,100 gain on the fair value of the warrant liability and a $764,598 increase in changes in operating assets and liabilities, and decreased by $912,193 of accrued dividends on marketable securities held in the Trust Account,

Current wording

For the six months ended June 30, 2023, net cash provided by operating activities was $4,334,318. Net income of $2,841,712 was increased by a $400,950 loss on the fair value of the warrant liability, a $386,961 non-cash financing expense related to the transfer of Class B shares by the Sponsor, and a $1,710,491 increase in changes in operating assets and liabilities, offset by a decrease for $1,005,796 of accrued dividends on marketable securities held in the Trust Account.

Previous wording

As of March 31, 2024, we had marketable securities held in the Trust Account of $12,566,002, consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less.

Current wording

As of June 30, 2024 and December 31, 2023, we had marketable securities held in the Trust Account of $12,729,617 and $44,709,805, respectively, consisting of securities held in a money market fund that invests in U.S. Treasury securities with a maturity of 185 days or less.

Previous wording

As of March 31, 2024, we had cash of $523,168 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Current wording

As of June 30, 2024 and December 31, 2023, we had cash of $490,693 and $2,171,553, respectively, held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

Previous wording

Our management does not expect that we will be able to fund our liquidity requirements in the next 12 months from our current working capital. In order to fund the expected working capital deficiency or to finance transaction costs in connection with an intended initial Business Combination, our management plans to seek capital contributions or loans from our management team or our Sponsor or any of their respective affiliates. However, neither our management team nor our Sponsor or their respective affiliates are obligated to provide capital contributions or loan us these funds, and, as such, there is no assurance that we will be able to obtain sufficient loans to fund any working capital deficiency. If we receive such loans, up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. These warrants would be identical to the Private Placement Warrants. For the three months ended March 31, 2024, the Sponsor has provided $235,647 in cash through a capital contribution and no amounts through loans.

Current wording

Our management does not expect that we will be able to fund our liquidity requirements in the next 12 months from our current working capital. In order to fund the expected working capital deficiency or to finance transaction costs in connection with an intended initial Business Combination, our management plans to seek capital contributions or loans from our management team or our Sponsor or any of their respective affiliates. However, neither our management team nor our Sponsor or their respective affiliates are obligated to provide capital contributions or loan us these funds, and, as such, there is no assurance that we will be able to obtain sufficient loans to fund any working capital deficiency. If we receive such loans, up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. These warrants would be identical to the Private Placement Warrants. For the three and six months ended June 30, 2024, the Sponsor has provided $97,581 and $333,228, respectively, in cash through a capital contribution and no amounts through loans. For the three and six months ended June 30, 2023, the Sponsor did not provide cash through a capital contribution or loans.

Previous wording

On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of March 31, 2024, the Company had extended the deadline to complete the business combination six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties.

Current wording

On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. Prior to March 31, 2024, the Company had extended the deadline to complete the business combination six times, to March 14, 2024, resulting in a total of 1,499,996 shares of Class B common stock being transferred to such third parties.

Previous wording

The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed statements of operations for the three months ended March 31, 2024. The Company determined the excess fair value of the 1,499,996 Class B shares transferred to such third parties to be $1,209,879.

Current wording

The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor, and recognized the excess fair value of the transferred Class B common stock as a non-redemption agreement expense on the condensed statements of operations for the three and six months ended June 30, 2024. The Company determined the excess fair value of the 1,499,996 Class B shares transferred to such third parties to be $1,209,879.