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Angel Studios, Inc.

For the period ended Dec 31, 2024. Filed Apr 15, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Apr 15, 2025

ANGX$3.69+8.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Cautionary Note Regarding Forward-Looking Statements

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. 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. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to:

●the risk that the proposed transaction with Angel Studios (as hereinafter defined) may not be completed in a timely manner or at all, which may adversely affect the price of the combined company’s securities;
●the risk that the proposed transaction with Angel Studios may not be completed by Southport’s business combination deadline and the potential failure to obtain an extension of the business combination deadline;
●the failure to satisfy the conditions to the consummation of the proposed transaction with Angel Studios, including the adoption of the Merger Agreement (as hereinafter defined) by the stockholders of Southport and Angel Studios;
●the lack of a third party valuation in determining whether or not to pursue the proposed transaction with Angel Studios;
●the effect of the announcement or pendency of the proposed transaction on Angel Studios’ business relationships, operating results, and business generally;
●risks that the proposed transaction with Angel Studios disrupts current plans and operations of Angel Studios or diverts management’s attention from Angel Studios’ ongoing business operations and potential difficulties in Angel Studios employee retention as a result of the announcement and consummation of the proposed transaction;
●the outcome of any legal proceedings that may be instituted against Angel Studios or against Southport related to the Merger Agreement or the proposed transaction;
●the ability to list the combined company’s securities on a national securities exchange in connection with the proposed transaction with Angel Studios;
●the price of Southport’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Southport plans to operate or Angel Studios operates, variations in operating performance across competitors, changes in laws and regulations affecting Southport’s or Angel Studios’ business, and changes in the combined capital structure;
●the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction with Angel Studios, and identify and realize additional opportunities;
●the ability to recognize the anticipated benefits of the proposed transaction with Angel Studios, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
●the evolution of the markets in which Angel Studios competes;
●the costs related to the proposed transaction with Angel Studios;
●Angel Studios’ expectations regarding its market opportunities;
●risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine conflict and the war in the Middle East;
●the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Angel Studios operates;
●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 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,” “SAC,” “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” or “SAC Private Placement Warrants” are to our warrants purchased by our sponsor in the Private Placement (as defined herein); (vii) “public shares” or “SAC 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” or “SAC 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; (xii) “warrants” are to the public warrants and the private placement warrants, (xiii) “SAC Units” or “units” are to the units sold in our IPO; (xiv) “Angel Studios” or “ASI” are to Angel Studios, Inc.; (xv) “Third-Party SAC Investors” are to certain unaffiliated third parties to which the sponsor transferred shares of our Class B common stock in exchange for the commitments made by such third parties in the Non-Redemption Agreements (as defined herein); and (xvi) “Merger Sub” are to Sigma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company.

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