Southport Acquisition Corp

DEF 14A 1 tm247192-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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Southport Acquisition Corporation

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 14, 2024

TO THE STOCKHOLDERS OF SOUTHPORT ACQUISITION CORPORATION:

You are cordially invited to attend a special meeting (the “Special Meeting”) of stockholders of Southport Acquisition Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), to be held at 9:00 a.m. Eastern time, on March 14, 2024. The Special Meeting will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/southportacquisition/2024.

At the Special Meeting, the stockholders will consider and vote upon the following proposals:

a proposal to amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, our “Charter”) to extend the date by which the Company must consummate an initial business combination (the “Extension”) from March 14, 2024 to December 14, 2024 (the “Extended Date” and such proposal, the “Extension Amendment Proposal”); and

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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 we determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

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Each of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal is more fully described in the accompanying proxy statement. No other business shall be transacted at the Special Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to provide the Company with additional time to complete an initial business combination.

On June 9, 2023, we held a special meeting of stockholders (the “Prior Meeting”) and obtained stockholder approval to extend the period of time to consummate an initial business combination from June 14, 2023 to September 14, 2023 and to allow our Board, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. As previously disclosed, the Board elected to exercise all six one-month extensions, extending the date by which the Company must consummate an initial business combination to March 14, 2024.

In connection with the Prior Meeting, on May 25, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem Public Shares (as defined below) in connection with the Prior Meeting. In exchange for the foregoing commitments not to redeem Public Shares, the Company agreed to transfer to such third parties an aggregate of up to 1,499,996 Founder Shares (as defined below) held by Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

In connection with the Prior Meeting and the entry into the non-redemption agreements, on May 25, 2023, pursuant to the terms of our Charter, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into Public Shares (the “Conversion”).

Our Charter currently provides that the Company must complete its initial business combination by March 14, 2024. Our Board currently believes that there will not be sufficient time before March 14, 2024 to complete an initial business combination (the “Combination Period”). Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an initial business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates if we determine that additional time is 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 we determine that additional time is necessary to effectuate the Extension.

The affirmative vote of at least 65% of the Company’s outstanding Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” or the “Public Shares”), and Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” or the “Founder Shares” and, together with the Public Shares, the “Common Stock”), voting together as a single class, will be required to approve the Extension Amendment Proposal. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

Our Board has fixed the close of business on March 4, 2024 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

In connection with the Extension Amendment Proposal, holders of Public Shares (the “Public Stockholders”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account established by the Company in connection with the Company’s initial public offering (the “IPO”) (the “Trust Account”) as of two business days prior to such approval, including interest not previously released to the Company to pay taxes, divided by the number of then-outstanding Public Shares (the “Election”), regardless of whether such Public Stockholders vote on the Extension Amendment Proposal. However, the Company may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, holders of Public Shares that do not make the Election will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our Charter, as amended by the Extension Amendment. In addition, Public Stockholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

To exercise your redemption rights, you must demand that the Company redeem your shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or March 12, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

Based upon the amount in the Trust Account as of the record date, the Company estimates that the per-share price at which the Public Shares may be redeemed from cash held in the Trust Account will be approximately $10.87 at the time of the Special Meeting; provided, that the Company may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. The closing price of the Company’s Class A Common Stock on March 4, 2024, the record date of the Special Meeting, was $10.72. Accordingly, if the market price were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a Public Stockholder receiving approximately $0.15 more per share than if such stockholder sold the Public Shares in the open market. The Company cannot assure Public Stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, as contemplated by the prospectus from our IPO and in accordance with our Charter, or if the Extension Amendment Proposal is approved but the Company does not consummate an initial business combination by the Extended Date in accordance with our Charter as amended by the Extension Amendment, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, including the warrants included in the units sold in the IPO, which will expire worthless in the event the Company winds up.

The Sponsor and members of the Company’s Board and management team have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares (including Public Shares owned as a result of the Conversion) in connection with a stockholder vote to approve an amendment to the Charter.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your Public Shares in connection with the Extension, you will retain the right to vote on a business combination when it is submitted to the Public Stockholders (provided that you are a stockholder on the record date for a meeting to consider a business combination) and the right to redeem the Public Shares then held by you for a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and, if presented, the Adjournment Proposal.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote virtually at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote virtually at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against the Extension Amendment Proposal, and an abstention or broker non-vote will have the same effect as voting against the Extension Amendment Proposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 14, 2024: This notice of meeting and the accompanying proxy statement are available athttps://www.cstproxy.com/southportacquisition/2024.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 14, 2024

PROXY STATEMENT

A special meeting of stockholders (the “Special Meeting”) of Southport Acquisition Corporation, a Delaware corporation (the “Company,” “we,” “us” or “our”), will be held at 9:00 a.m. Eastern time, on March 14, 2024. The Special Meeting will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/southportacquisition/2024.

At the Special Meeting, the stockholders will consider and vote upon the following proposals:

a proposal to amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time, our “Charter”) to extend the date by which the Company must consummate an initial business combination (the “Extension”) from March 14, 2024 to December 14, 2024 (the “Extended Date” and such proposal, the “Extension Amendment Proposal”); and

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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 we determine that additional time is necessary to effectuate the Extension (the “Adjournment Proposal”). The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

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Each of the Extension Amendment Proposal and, if necessary the Adjournment Proposal, is more fully described herein. No other business shall be transacted at the Special Meeting.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to provide the Company with additional time to complete an initial business combination.

On June 9, 2023, we held a special meeting of stockholders (the “Prior Meeting”) and obtained stockholder approval to extend the period of time to consummate an initial business combination from June 14, 2023 to September 14, 2023 and to allow our Board, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024. As previously disclosed, the Board elected to exercise all six one-month extensions, extending the date by which the Company must consummate an initial business combination to March 14, 2024.

In connection with the Prior Meeting, on May 25, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem Public Shares (as defined below) in connection with the Prior Meeting. In exchange for the foregoing commitments not to redeem Public Shares, the Company agreed to transfer to such third parties an aggregate of up to 1,499,996 Founder Shares (as defined below) held by the Sponsor (as defined below).

In connection with the Prior Meeting and the entry into the non-redemption agreements, on May 25, 2023, pursuant to the terms of our Charter, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into Public Shares (the “Conversion”).

Our Charter currently provides that the Company must complete its initial business combination by March 14, 2024. The Company’s board of directors (our “Board”) currently believes that there will not be sufficient time before March 14, 2024 to complete an initial business combination (the “Combination Period”). Accordingly, our Board believes that the Extension is necessary in order to be able to consummate an initial business combination. Therefore, our Board has determined that it is in the best interests of our stockholders to extend the date by which the Company must consummate a business combination to the Extended Date in order to provide our stockholders with the opportunity to participate in the prospective investment.

The purpose of the Adjournment Proposal is to allow the Company to adjourn the Special Meeting to a later date or dates if we determine that additional time is 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 we determine that additional time is necessary to effectuate the Extension.

The affirmative vote of at least 65% of the Company’s outstanding Class A Common Stock (“Class A Common Stock” or the “Public Shares”) and Class B Common Stock (“Class B Common Stock” or the “Founder Shares” and, together with the Public Shares, the “Common Stock”), voting together as a single class, will be required to approve the Extension Amendment Proposal. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

Our Board has fixed the close of business on March 4, 2024 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.

In connection with the Extension Amendment Proposal, holders of Public Shares (“Public Stockholders”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account established by the Company in connection with the Company’s initial public offering (the “IPO”) (the “Trust Account”) as of two business days prior to such approval, including interest not previously released to the Company to pay taxes, divided by the number of then-outstanding Public Shares (the “Election”), regardless of whether such Public Stockholders vote on the Extension Amendment Proposal. However, the Company may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the holders of Public Shares that do not make the Election will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of a business combination, subject to any limitations set forth in our Charter, as amended. In addition, Public Stockholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

To exercise your redemption rights, you must demand that the Company redeem your shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or March 12, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account after such withdrawal may be only a fraction of the $45,113,058 that was in the Trust Account as of the record date. In such event, the Company may still seek to obtain additional funds to complete a business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

Based upon the amount in the Trust Account as of the record date, the Company estimates that the per-share price at which the Public Shares may be redeemed from cash held in the Trust Account will be approximately $10.87 at the time of the Special Meeting; provided, that the Company may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. The closing price of the Company’s Class A Common Stock on March 4, 2024, the record date of the Special Meeting, was $10.72. Accordingly, if the market price were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a Public Stockholder receiving approximately $0.15 more per share than if such stockholder sold the Public Shares in the open market. The Company cannot assure Public Stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, as contemplated by the prospectus from our IPO and in accordance with our Charter, or if an Extension Amendment Proposal is approved but the Company does not consummate an initial business combination by the Extended Date in accordance with our Charter as amended by the Extension Amendment, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, and subject to having lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

Southport Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and members of the Company’s Board and management team have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares owned as a result of the Conversion in connection with a stockholder vote to approve an amendment to the Charter.

If the Company liquidates, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a business combination agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the Trust Account assets, in each case net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third party (including a prospective target business) who executed a waiver of any and all rights to seek access to the monies held in the Trust Account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriter of our IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that the Sponsor’s only material assets are securities of the Company. Therefore, we cannot assure that the Sponsor would be able to satisfy those obligations. Based upon the amount in the Trust Account as of the record date, we anticipate that the per-share price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.87; provided, that the Company may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. Nevertheless, we cannot assure you that the per-share distribution from the Trust Account, if the Company liquidates, will not be less than $10.87, plus interest, due to unforeseen claims of creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. Because the Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent 10 years following our dissolution. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment Proposal is approved, such approval will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed at a per-share price equal to the aggregate amount on deposit in the Trust Account as of two business days prior to such approval, including interest not previously released to the Company to pay taxes, divided by the number of then-outstanding Public Shares and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved.

Our Board has fixed the close of business on March 4, 2024 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting. Only record holders of the Company’s Common Stock at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. On the record date, there were 8,350,065 outstanding shares of the Company’s Class A Common Stock and 1,550,000 outstanding shares of the Company’s Class B Common Stock, which vote together as a single class with respect to the Extension Amendment Proposal. The Company’s warrants do not have voting rights in connection with the Extension Amendment Proposal or, if presented, the Adjournment Proposal.

This proxy statement contains important information about the Special Meeting and the proposals to be voted on at the Special Meeting. Please read it carefully and vote your shares.

This proxy statement is dated March 7, 2024 and is first being mailed to stockholders on or about that date.