Southport Acquisition Corp

The consideration is formula-driven, not fixed: the Aggregate Merger Consideration is the Base Purchase Price divided by $10.00, and the Base Purchase Price is $1.5 billion of pre-transaction equity value for Angel Studios plus the aggregate gross proceeds of any financing Angel Studios enters into between signing and Closing. Every dollar raised before Closing therefore increases the shares issued to Angel Studios holders. Southport's public warrantholders are convened in a special meeting of their own, separate from the stockholder meeting.

The Aggregate Merger Consideration is the Base Purchase Price divided by $10.00, and the Base Purchase Price is $1.5 billion of pre-transaction equity value for Angel Studios plus the gross proceeds of any financing Angel Studios enters into before Closing — so new target-side financing increases the share count issued rather than the cash on the balance sheet. Southport is holding a special meeting of public warrantholders alongside the stockholder meeting, so warrant terms are themselves being put to a vote. Fractional shares are rounded down with no cash paid in lieu.

The consideration is formula-driven rather than a fixed exchange ratio: the Aggregate Merger Consideration is the Base Purchase Price divided by $10.00, and the Base Purchase Price is $1.5 billion of pre-transaction ASI equity value plus the gross proceeds of any financing ASI enters into between signing and closing. Any pre-closing ASI raise therefore increases the shares issued and dilutes Southport holders further. Southport is convening a separate special meeting of public warrantholders alongside the stockholder meeting, so warrant terms are also being put to a vote.

The Aggregate Merger Consideration is the Base Purchase Price divided by $10.00, and the Base Purchase Price is $1.5 billion of pre-transaction equity value for Angel Studios plus the gross proceeds of any financing Angel Studios enters into between signing and Closing — so target-side fundraising increases the shares issued rather than the cash retained. Southport is convening a special meeting of public warrantholders alongside its stockholder meeting, so warrant terms are themselves on the ballot. Fractional shares are rounded down and no cash is paid in lieu.

This is the third extension of a shell that has been running on borrowed time since 2023: holders approved a first extension on June 9, 2023 from June 14 to September 14, 2023 plus six board-elected monthly extensions to March 14, 2024, then a second on March 14, 2024 out to December 14, 2024. The sponsor has already converted 4,200,000 Founder Shares one-for-one into Public Shares, and non-redemption agreements signed May 25, 2023 bought votes from unaffiliated holders at the first extension.

What changed: Filed under Southport Acquisition Corp's SPAC record, but the registrant is Angel Studios, Inc. (NYSE: ANGX) — the post-combination company, not a blank-cheque SPAC. This is Amendment No. 1 to Form S-4 (Registration No. 333-297140), preliminary and subject to completion dated August 13, 2026. It carries an explanatory note, but that note describes the structure rather than identifying what changed from the original S-4: Angel Studios has entered into two separate Agreements and Plans of Merger to acquire all equity interests of Tuttle Twins Show, LLC and Toothy Cow Productions, LLC. Why it matters: This is a registered stock-and-cash acquisition by an already-public operating company, not a de-SPAC, so there is no trust, no redemption right and no SPAC deadline in it. The 10,156,413 registered Class A shares are the ceiling on the equity issued across both mergers. The consideration is defined by formula (Adjusted Percentage Interest, per-unit cash and stock amounts) and the per-unit dollar figures are not stated in this portion, so no exchange ratio should be published from this document alone.

What changed: Angel Studios, Inc. reported second-quarter revenues of $111,705,930 against $87,641,416 a year earlier and six-month revenues of $226,810,996 against $135,082,056. Net loss widened to $23,794,026 for the quarter from $15,706,671 but narrowed to $37,550,082 for the six months from $53,036,803. Cash and cash equivalents were $48,036,965 against $44,083,233 at December 31, 2025, total assets $235,062,489, and the accumulated deficit approximately $279.1 million. Digital assets fell to $17,747,262 from $26,527,560. Why it matters: Revenue rose 68% for the half while the half-year loss narrowed, and operating activities provided approximately $18.8 million of cash. The statements are prepared on a going-concern basis with no substantial-doubt language, which separates this de-SPAC from most of the cohort. Two things to watch: cost of revenues more than doubled to $95.8 million for the half, outpacing revenue growth, and the digital-asset holding fell $8.8 million in six months, so a real slice of the balance sheet moves with crypto prices.

What changed: Exhibit 99.1 to an 8-K of Angel (NYSE: ANGX): the August 4, 2026 press release reporting Q2 2026 results. Angel Guild paying membership grew from 2.22 million to 2.61 million during the quarter, up 17.6% sequentially and 99.2% from 1.31 million a year earlier, and surpassed 2.85 million as of July 31, 2026, with figures now published in real time at angel.com/impact. Guild revenue rose 93.8% to $90.7 million, about 81.2% of total revenue, while total revenue rose 27.5% to $111.7 million. Why it matters: Membership doubled and marketing efficiency improved sharply, yet the net loss widened — operating cash flow turned positive on subscription timing rather than on profitability. The full-year Adjusted EBITDA loss cap of $25 million implies a materially smaller loss in the second half than the $11.7 million recorded this quarter.