Southport Acquisition Corp-A 2025年季度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q (Mark One) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,smaller reporting company, or an 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicabledate. As of May 15, 2025, there were 4,237,987 shares of Class A common stock and 1,550,000 shares of Class B commonstock of the registrant issued and outstanding. TABLE OF CONTENTS PART I – FINANCIAL INFORMATIONFinancial Statements (Unaudited) Item 1.1Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 20241Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and20242Condensed Consolidated Statements of Changes in Common Stock Subject to Possible Redemptionand Stockholders’ Deficit for the three months ended March 31, 2025 and 20243Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and20244Notes to Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures Regarding Market Risk32Item 4.Controls and Procedures32PART II – OTHER INFORMATIONItem 1.Legal Proceedings.34Item 1A.Risk Factors.34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.34Item 3.Defaults Upon Senior Securities.35Item 4.Mine Safety Disclosures.35Item 5.Other Information.35Item 6.Exhibits.35 PART I – FINANCIAL INFORMATION SOUTHPORT ACQUISITION CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS SOUTHPORT ACQUISITION CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) For the Three MonthsEndedMarch 31,20252024Operating costs:Insurance expense$24,867$95,151Administrative expenses18,766106,749Administrative expenses – related party45,00045,000Legal and accounting expenses174,31760,546Franchise tax(186,364)75,874Listing fees—21,250Bank fees, general and administrative expenses1632,004Total expenses76,749406,574Loss from operations(76,749)(406,574)Other income (expense):Change in fair value of warrant liability58,900447,950Non-redemption agreement expense—(274,973)Dividend income on marketable securities held in Trust Account4,494559,907Other income63,394732,884(Loss) income before provision for income taxes(13,355)326,310Provision for income taxes(88,327)(64,703)Net (loss) income$(101,682)$261,607Weighted average shares outstanding of redeemable Class A common stock37,9863,592,063Basic and diluted net income per share, redeemable Class A common stock(see Note 2)$0.10$0.04Weighted average shares outstanding of non-redeemable Class A and Class Bcommon stock5,750,0005,750,000Basic and diluted net (loss) income per share, non-redeemable Class A andClass B common stock (see Note 2)$(0.02)$0.02 SOUTHPORT ACQUISITION CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TOPOSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2025 SOUTHPORT ACQUISITION CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) SOUTHPORT ACQUISTION CORPORATIONNOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED) Note 1.Description of Organization and Business Operations Southport Acquisition Corporation (the “Company”, “SAC”, or “Southport”) is a blank check companyformed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capitalstock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one ormore businesses (the “Business Combination”). The Company is a