UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 14, 2024

Southport Acquisition Corporation

(Exact name of registrant as specified in its charter)

(917) 503-9722

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2024, Southport Acquisition Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to vote upon the Extension Amendment Proposal (as defined below). At the Special Meeting, the Company’s stockholders approved the Extension Amendment Proposal, and promptly thereafter, the Company filed with the Secretary of State of the State of Delaware an amendment to its Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to implement the Extension Amendment Proposal.

The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 14, 2024, the Company convened the Special Meeting for the purposes of considering and voting upon the following proposals, each of which is described in further detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 7, 2024:

Holders of 7,248,991 shares of common stock of the Company held of record as of March 4, 2024, the record date for the Special Meeting, were present virtually or by proxy, representing approximately 73.2% of the voting power of the Company’s shares of common stock as of the record date for the Special Meeting, and constituting a quorum for the transaction of business.

A summary of the voting results at the Special Meeting is set forth below.

Proposal No. 1: The Extension Amendment Proposal 

The voting results for the Extension Amendment Proposal were as follows:

Proposal No. 2: The Adjournment Proposal

The Company had solicited proxies in favor of an Adjournment Proposal which would have given the Company authority to adjourn the Special Meeting to a later date or dates, if the Company determined that additional time was necessary to effectuate the Extension. As sufficient shares were voted in favor of the Extension Amendment Proposal, the Adjournment Proposal was not voted upon at the Special Meeting.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 2,986,952 shares of Class A common stock, par value $0.0001, of the Company (“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 $10.88 per share of Class A Common Stock, for an aggregate redemption amount of approximately $32 million.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.