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Southport Acquisition Corp-A 2024年度报告

2025-04-15 美股财报 静心悟动
报告封面

Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ The aggregate market value of the common stock held by non-affiliates of the registrant, computed as of June 30, 2024 (the last business day of theregistrant’s most recently completed second fiscal quarter), was $58,404,301. As of April 15, 2025, there were4,237,987shares of Class A common stock and1,550,000shares of Class B common stock of the registrant issued DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements2Item 1.Business4Item 1A.Risk Factors13Item 1B.Unresolved Staff Comments54Item 1C.Cybersecurity54Item 2.Properties54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosures54Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities55Item 6.[Reserved]55Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations55Item 7A.Quantitative and Qualitative Disclosures About Market Risk63Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure63Item 9A.Controls and Procedures63Item 9B.Other Information65Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65Item 10.Directors, Executive Officers and Corporate Governance66Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters73Item 13.Certain Relationships and Related Transactions, and Director Independence76Item 14.Principal Accountant Fees and Services79Item 15.Exhibit and Financial Statement Schedules80Item 16.Form 10-K Summary80Index to Financial StatementsF-1Signatures82 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, including, without limitation, statements under the heading “Management’s Discussion andAnalysis 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’sexpectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, including any underlyingassumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” andsimilar expressions may identif