Southport Acquisition Corp-A美股招股说明书(2025-08-04版)

PROXY STATEMENT FOR SPECIAL MEETING OFSTOCKHOLDERS OF ANGEL STUDIOS, INC. PROSPECTUS FOR 106,847,997 SHARES OF CLASS A COMMON STOCK AND88,286,561 SHARES OF CLASS B COMMON STOCK OFSOUTHPORT ACQUISITION CORPORATION(WHICH WILL BE RENAMED ANGEL STUDIOS, INC.) Dear Stockholders and Warrantholders of Southport Acquisition Corporation and Stockholders of AngelStudios, Inc.: The board of directors of Southport Acquisition Corporation, a Delaware corporation (“SAC”), and theboard of directors of Angel Studios, Inc., a Delaware corporation (“ASI”), have each approved (i)themerger of Sigma Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct wholly ownedsubsidiary of SAC, with and into ASI (the “Merger” or “Business Combination”), with ASI surviving theMerger as a wholly owned subsidiary of SAC, pursuant to the terms of the Agreement and Plan of Merger,dated as of September11, 2024, by and among SAC, Merger Sub and ASI, attached to the accompanyingjoint proxy statement/prospectus as Annex A-1, as amended by Amendment No. 1, dated as of February14,2025, attached to the accompanying joint proxy statement/prospectus as Annex A-2 (as amended, the“Merger Agreement”), as more fully described elsewhere in the accompanying joint proxystatement/prospectus; and (ii)the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, SAC will be renamed “Angel Studios, Inc.”The “Combined Company” shall refer to SAC, as so renamed, immediately after the Merger’s closing. At the effective time of the Merger, among other things, each share of ASI common stock outstanding as ofimmediately prior to the effective time of the Merger (other than (i)any shares of ASI common stocksubject to ASI Options (as defined below), (ii)any shares of ASI common stock held in treasury by ASI,which treasury shares shall be canceled as part of the Merger and (iii)any shares of ASI common stock heldby stockholders of ASI who have perfected and not withdrawn a demand for appraisal rights pursuant to theapplicable provisions of the Delaware General Corporation Law (the shares described in clauses (i)through(iii), collectively, the “Excluded Shares”)) will be converted into the right to receive the applicable portionof an aggregate number of shares of Combined Company Common Stock (as defined below) equal to thequotient obtained by dividing (x)the Base Purchase Price (as defined below) by (y)$10.00 (such quotient,the “Aggregate Merger Consideration”). The “Base Purchase Price” is equal to the sum of $1.5billion (thepre-transaction equity value of ASI) plus the aggregate gross proceeds of any financing entered into by ASIbetween the date of the Merger Agreement and the closing of the Business Combination (the “Closing”). Infurtherance of the foregoing, at the effective time of the Merger, among other things: •each share of ASI common stock issued and outstanding as of immediately prior to the effectivetime of the Merger (other than the Excluded Shares), will be canceled and converted into the rightto receive a number of shares of the Corresponding Class (as defined below) of CombinedCompany Common Stock equal to the quotient obtained by dividing (i)the Aggregate MergerConsideration by (ii)the aggregate number of shares of ASI common stock issued and outstandingimmediately prior to the effective time of the Merger (other than any shares of ASI common stockheld in treasury by ASI) (such quotient, the “Merger Consideration Per Fully Diluted Share”), withfractional shares rounded down to the nearest whole share (and no cash settlements shall be madein lieu of fractional shares eliminated by rounding); and •each option to purchase shares of ASI common stock (an “ASI Option”) outstanding as ofimmediately prior to the effective time of the Merger will be converted into an option to purchaseshares of the Corresponding Class of Combined Company Common Stock (a “Combined CompanyOption”) on substantially the same terms and conditions as are in effect with respect to such ASI Option immediately prior to the effective time, including with respect to vesting and termination-related provisions, except that such Combined Company Option will relate to the number of wholeshares of the Corresponding Class of Combined Company Common Stock (rounded down to thenearest whole share) equal to (i) the number of shares of the applicable class of ASI common stocksubject to such ASI Option multiplied by (ii) the Merger Consideration Per Fully Diluted Share.The exercise price per share for each Combined Company Option will equal (i) the exercise priceper share of the applicable ASI Option divided by (ii) the Merger Consideration Per Fully DilutedShare (rounded up to the nearest full cent). Accordingly, the accompanying joint proxystatement/prospectus also relates to the issuance by the Combined Company of shares of CombinedCompany Common Stock upon the exercise of Combined Company Options. At the