Item 8.01. Other Events.
As
previously disclosed in the definitive proxy statement filed by Southport Acquisition Corporation (the “Company”) with the
U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2023 (the “Proxy Statement”), the Company
expects to hold a special meeting of stockholders on June 9, 2023 (the “Special Meeting”) to consider and approve an extension
of time for the Company to consummate an initial business combination from June 14, 2023 to September 14, 2023, or at the election
of the board of directors of the Company (the “Board”), March 14, 2024, in six separate additional one-month extensions
(the “Extension” and such proposal, the “Extension Amendment Proposal”). As described in further detail
in the Proxy Statement, in connection with the Extension Amendment Proposal, holders of the Company’s Class A common stock, par
value $0.0001 per share (the “Class A Common Stock”), received a right to redeem such shares for a pro rata portion of the
funds in the Company’s trust account. The deadline to submit such redemption requests was 5:00 p.m. Eastern time on June 7, 2023.
Additionally, as previously
disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 26, 2023, the Company entered into voting
and non-redemption agreements (collectively, the “Non-Redemption Agreements”) with unaffiliated third parties,
pursuant to which such third parties agreed (i) not to redeem an aggregate of 4,000,000
shares of Class A Common Stock (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, Southport Acquisition Sponsor LLC, the Company’s sponsor (the “Sponsor”), agreed to transfer to such third
parties an aggregate of up to 1,499,996 shares of the Company’s 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 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. The Non-Redemption Agreements are expected to increase the
likelihood that the Extension Amendment Proposal is approved by Company’s stockholders, and increase the amount of funds that remain
in the trust account following the Special Meeting, relative to the amount of funds that would be expected to be remaining in the trust
account following the Special Meeting had the Non-Redemption Agreements not been entered into and the shares subject to such agreements
been redeemed.
As of the date of this Current
Report on Form 8-K, the third parties under the Non-Redemption Agreements have purchased 2,571,922
shares of Class A Common Stock in the open market and/or through negotiated private transactions at purchase prices that did not
exceed the estimated redemption price described below.
In
connection with the Extension Amendment Proposal, the holders of 18,849,935 shares of Class A Common Stock properly exercised their right
to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.49 per share
of Class A Common Stock, for an aggregate redemption amount of approximately $198 million.
Forward-Looking Statements
This communication includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Statements in this filing about the Company that are not historical facts are forward-looking statements based on
the Company’s current expectations, assumptions, estimates and projections. These forward-looking statements are subject to risks
and uncertainties that could cause actual future events or results to differ materially from such statements. These forward-looking statements
are based on our current expectations, which may not prove to be accurate. The words “believe,” “may,” “will,”
“estimate,” “potential,” “continue,” “anticipate,” “intend,” “expect,”
“could,” “would,” “project,” “plan,” “target” and similar expressions are
intended to identify forward-looking statements. These forward-looking statements and factors that may cause such differences include,
without limitation, uncertainties relating to the approval by the Company’s stockholders of the Extension Amendment Proposal, the
Company’s inability to complete an initial business combination within the required time period and other risks and uncertainties
indicated from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022 under the heading “Risk Factors” and other documents the Company has filed, or will file, with the SEC.
Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances
on which any statement is based.
Participants in the Solicitation
The Company and its directors
and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company’s stockholders
in respect of the Extension Amendment Proposal. Information regarding the Company’s directors and executive officers is available
in its annual report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information
The Company has filed with
the SEC the Proxy Statement to consider and vote upon the Extension Amendment Proposal and other matters, and, beginning on or about May
22, 2023, first mailed the Proxy Statement and other relevant documents to its stockholders as of the May 12, 2023 record date for the
Special Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy Statement and any other relevant
documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Special
Meeting because these documents will contain important information about the Company, the Extension Amendment Proposal, the Extension
and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Morrow Sodali
LLC at (800) 662-5200 (toll free) or (203) 658-9400 (bank and brokers can call collect).
