PORT-UN

Risk Factors ” and elsewhere in this Annual Report.
Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview We are a values based media distribution company that uses technology to empower a vibrant and growing community to replace the Hollywood gatekeeper system and champion stories that amplify light for mainstream audiences.
Our community, known as the Angel Guild, is at the heart of this mission. 1) The Angel Guild votes to select film and TV shows. 2) The Angel Guild rallies in theaters to support film releases. 3) The Angel Guild funds future films and TV shows with their membership. As of December 31, 2025, through the Angel Guild, approximately 2.0 million paying members help decide what film and TV projects we will market and distribute. Pledge to Amplify Light All Guild members make a written pledge stating: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely or admirable.” Components of Results of Operations Revenue We primarily generate revenue from the following sources: ● Angel Guild revenue comes from monthly or annual membership fees.
Currently there are three possible tiers for membership, Basic with Ads, Basic, and Premium.
All memberships allow voting for every Angel Studios release, give early access for streaming, and help fund our original films, increasing new content releases.
The Basic and Premium tiers have no ads during shows and the Premium tier includes two complimentary tickets to every Angel Studios theatrical release and a discount for all merchandise. ● Theatrical Distribution revenue comes from releasing our original films with our exhibitor partners.
Every time a moviegoer purchases a ticket from the partner theaters, we receive a percentage of the box office revenue.
For most international theaters, the percentage of box office revenue is first paid to a distributor who then pays us. ● Content Licensing revenue comes from licensing our films and TV shows to other distributors such as Amazon, Apple and Netflix.
Our future plans include licensing the rights to our films and TV shows for other experiences such as derivative shows, video games, theme parks and Broadway-style plays. ● Other revenue is generated from sales of merchandise related to our films and series, as well as physical DVD sales.
We also offer a direct online store for Angel Studios themed products and wholesale products to retail partners.
Bitcoin Treasury Strategy As of December 31, 2025, we held an aggregate of approximately 303.1 bitcoins.
This equates to 1.7925 bitcoin per million shares of our Common Stock.
We plan to continue to acquire and hold bitcoin as a strategic treasury asset as an adjunct to our core film and TV distribution business.
The continued implementation of our bitcoin treasury strategy aims to support our mission-driven approach of funding the world’s best filmmakers in producing stories that amplify light for generations to come.
The overall strategy contemplates that we may (i) enter into capital raising transactions that are collateralized by our bitcoin holdings, (ii) consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings and (iii) periodically sell bitcoin for general corporate purposes, including to generate cash to meet our operating requirements.
Financings Regulation A Offerings From time to time, we conduct offerings under Regulation A of the Securities Act, the proceeds of which we use for working capital and other general corporate purposes.
In September 2024, we sold an aggregate of 3,538,661 shares of our Class A Common Stock, pursuant to an offering under Regulation A of the Securities Act.
The price of the Class A Common Stock was $5.66 per share, and the Regulation A Offering generated gross proceeds of approximately $20.0 million.
We used the proceeds from the Reg A Offering to manage our business and provide working capital for our operations, as well as expenses relating to salaries and other compensation to our officers and employees.
In September 2025, we sold an aggregate of 6,688,077 shares of our Class A Common Stock, pursuant to an offering under Regulation A.
The price of the Class A Common Stock was $8.23 per share, and the Regulation A Offering generated gross proceeds of approximately $55.0 million.
At the Market Offering On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated as of December 5, 2025, with Oppenheimer & Co.
Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), providing for the offer and sale to or through the Sales Agents, from time to time, shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000.
During the year ended December 31, 2025, we sold an aggregate of 196,348 shares of our Class A Common stock, generating gross proceeds of $1.0 million.
In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our Common Stock at any time and from time to time through the Sales Agents.
Sales of the shares, if any, will be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including block trades and sales made in ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices.
The Sales Agents will receive from us a commission of up to 3.0% of the gross sales price per share for any shares sold through it under the Equity Distribution Agreement.
The net proceeds we receive from the sale of our Common Stock in this offering will be the gross proceeds received from such sales less the commissions and any other costs we may incur in issuing the shares.
Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents are not required to sell any specific number or dollar amount of shares but will use their commercially reasonable efforts to sell on our behalf any shares to be offered under the Equity Distribution Agreement.
Under the terms of the Equity Distribution Agreement, we also may sell shares to the Sales Agents as principals for their own account to the extent permitted under the Securities Act and the Exchange Act.
Off the Chain On September 11, 2024, we and Off the Chain, LP (“Off the Chain”), a leading bitcoin asset management firm, entered into an agreement in principle for an investment by Off the Chain of approximately $10.0 million to help support our bitcoin treasury strategy.
On September 30, 2024, we entered into a stock purchase agreement with Off the Chain, pursuant to which Off the Chain agreed to purchase an aggregate of 1,769,328 shares of Class A Common Stock, at a price of $5.66 per share, for an aggregate purchase price of $10.0 million, payable in bitcoin.
We used the proceeds from our sale of Class A Common Stock to Off the Chain to support our bitcoin treasury strategy.
Loan and Security Agreement with Warrant Offering On September 8, 2025, we entered into a Loan and Security Agreement with certain lenders, which provides us with an up to $100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $40.0 million, which was funded on the closing date; (ii) the second tranche in an aggregate principal amount equal to $20.0 million, which was drawn in February 2026; (iii) the third tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by December 31, 2026 and (iv) the fourth tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by June 30, 2027.
The availability of each tranche will be subject to achievement by us of certain conditions, including, without limitation, achievement of a specified minimum annualized recurring revenue and receipt by us of a minimum of net cash proceeds from the sale or issuance of equity.
Borrowings under the credit facility will be used to pay off certain of the Company’s existing indebtedness, as well as for general working capital purposes and business operations.
In connection with the credit facility, the Company issued each lender thereunder a warrant to purchase stock to purchase an aggregate amount of 1,462,682 shares of the Company’s Class A common stock with an exercise price per share of $ 7.29 .
The Warrants vest and become exercisable in proportion to and in conjunction with the advancement of each tranche under the Credit Facility.
The warrants will expire on September 11, 2030.

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Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. PART I Unless otherwise stated or the context otherwise requires, references in this report to: (i) “we,” “us,” “our,” “SAC,” “the Company” or “our Company” are to Southport Acquisition Corporation; (ii) “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to our IPO (as defined herein), and the shares of our Class A common stock issued upon the conversion thereof; (iii) “initial business combination” has the meaning set forth in the immediately following paragraph; (iv) “management” or our “management team” are to our officers and directors; (v) “permitted withdrawals for tax” are to amounts withdrawn from interest earned on the funds held in the Trust Account (as defined herein) in order to pay our taxes; (vi) “private placement warrants” or “SAC Private Placement Warrants” are to our warrants purchased by our sponsor in the Private Placement (as defined herein); (vii) “public shares” or “SAC Public Shares” are to shares of our Class A common stock included in the units sold in our IPO (whether they were purchased in our IPO or thereafter in the open market); (viii) “public stockholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that the status of our sponsor and each member of our management team as a “public stockholder” shall only exist with respect to such public shares; (ix) “public warrants” or “SAC Public Warrants” are to our warrants included in the units sold in our IPO (whether they were purchased in our IPO or thereafter in the open market) and to the private placement warrants if held by third parties other than our sponsor or its permitted transferees; (x) “sponsor” are to Southport Acquisition Sponsor LLC, a Delaware limited liability company; (xi) “underwriter” are to BofA Securities, Inc., the underwriter of our IPO; (xii) “warrants” are to the public warrants and the private placement warrants, (xiii) “SAC Units” or “units” are to the units sold in our IPO; (xiv) “Angel Studios” or “ASI” are to Angel Studios, Inc.; (xv) “Third-Party SAC Investors” are to certain unaffiliated third parties to which the sponsor transferred shares of our Class B common stock in exchange for the commitments made by such third parties in the Non-Redemption Agreements (as defined herein); and (xvi) “Merger Sub” are to Sigma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company.
General Southport Acquisition Corporation is a blank check company incorporated as a Delaware corporation on April 13, 2021 and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
SAC has neither engaged in any operations nor generated any revenue to date.
Based on SAC’s business activities, it is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”).
On May 27, 2021, our sponsor acquired 7,187,500 shares of our Class B common stock in exchange for a capital contribution of $25,000.
Prior to our sponsor’s acquisition of these shares of our Class B common stock, SAC had no assets, tangible or intangible.
On November 24, 2021, our sponsor surrendered 1,437,500 shares of our Class B common stock for no consideration, thereby reducing the aggregate number of shares of our Class B common stock outstanding to 5,750,000, resulting in an effective purchase price paid for the shares of our Class B common stock of approximately $0.004 per share.
Of the 5,750,000 shares of our Class B common stock then-outstanding, 750,000 were subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option was not exercised in the IPO.
The number of shares of our Class B common stock outstanding was determined based on the expectation that the shares of our Class B common stock would represent 20% of the outstanding shares of our common stock upon the completion of our initial public offering (the “IPO”).
The registration statement for the IPO was declared effective on December 9, 2021.
On December 14, 2021, SAC consummated the IPO, which involved SAC’s sale of 23,000,000 SAC Units at $10.00 per SAC Unit, generating gross proceeds of $230 million.
The 23,000,000 SAC Units sold by SAC include 3,000,000 SAC Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional SAC Units to cover over-allotments.
Accordingly, no shares of our Class B common stock remain subject to forfeiture.
Simultaneously with the closing of the IPO, SAC consummated the private sale of an aggregate of 11,700,000 warrants (the “SAC Private Placement Warrants”) to our sponsor at a price of $1.00 per SAC Private Placement Warrant, generating proceeds to SAC of $11.7 million.
Following the closing of the IPO on December 14, 2021, $234.6 million ($10.20 per SAC Unit) from the net proceeds of the sale of the SAC Units in the IPO and the sale of the SAC Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by SAC, until the earlier of: (i) the completion of a business combination, (ii) the redemption of any of the SAC Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance or timing of SAC’s obligation to provide its public stockholders the right to have their SAC Public Shares redeemed in connection with an initial business combination or to redeem 100% of the SAC Public Shares if SAC does not complete the initial business combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of SAC Public Shares if SAC is unable to complete the initial business combination within 18 months from December 14, 2021 (the “Combination Period”) or during any extended time that SAC has to consummate its initial Business Combination beyond such 18-month period (an “Extension Period”).
Extensions On June 9, 2023 (the “First Extension Special Meeting”), SAC’s stockholders approved a proposal to amend our amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that SAC has to consummate its initial business combination (the “First Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of SAC, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing SAC a 21-month period (or up to a 27-month period) from the closing of the IPO to consummate its initial business combination.
Prior to the First Extension Special Meeting, on May 25, 2023, SAC and our sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with the Third-Party SAC Investors in exchange for the Third-Party SAC Investors agreeing (i) not to redeem an aggregate of 4,000,000 SAC Public Shares (the “Non-Redeemed Shares”) in connection with the First Extension Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Extension Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).
In exchange for the foregoing commitments, our sponsor agreed to transfer to the Third-Party SAC Investors an aggregate of up to 1,499,996 shares of our Class B common stock held by our sponsor, with 500,000 of such shares to be transferred to the Third-Party SAC Investors promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to the Third-Party SAC Investors monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of SAC elects to further extend the deadline to consummate an initial business combination at or prior to such date, in each case, if the Third-Party SAC Investors continue to hold such Non-Redeemed Shares through the First Extension Special Meeting.
In connection with the First Extension Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of our amended and restated certificate of incorporation, our sponsor converted 4,200,000 shares of our Class B common stock held by it on a one-for-one basis into shares of our Class A common stock (the “Conversion”).
After giving effect to the Conversion, SAC had an aggregate of 27,200,000 shares of our Class A common stock issued and outstanding, comprised of 4,200,000 shares held by our sponsor and not subject to possible redemption and 23,000,000 shares of our Class A common stock subject to possible redemption, and 1,550,000 shares of our Class B common stock issued and outstanding.
In connection with the First Extension Special Meeting, the holders of 18,849,935 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197.7 million, resulting in 4,150,065 shares of our Class A common stock issued and outstanding and subject to possible redemption.
The trustee processed the redemptions and withdrew the $197.7 million payable to the holders redeeming 18,849,935 shares of our Class A common stock on July 7, 2023.
The board of directors of SAC approved six monthly extensions to extend the time SAC had to consummate an initial business combination from September 14, 2023 to March 14, 2024.
In connection with each of the six monthly extensions, our sponsor transferred 166,666 shares of our Class B common stock held by our sponsor to the Third-Party SAC Investors in accordance with the Non-Redemption Agreements.
On March 14, 2024, SAC held a special meeting of stockholders (the “Second Extension Special Meeting”) and obtained approval to further amend our amended and restated certificate of incorporation to extend the time that SAC has to consummate its initial business combination from March 14, 2024 to December 14, 2024.
In connection with the Second Extension Special Meeting, the holders of 2,986,952 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32.2 million, resulting in 1,163,113 shares of our Class A common stock issued and outstanding and subject to possible redemption.
On March 21, 2024, SAC received correspondence from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the staff has determined to commence proceedings to delist our Class A common stock, SAC Public Warrants and SAC Units, because SAC had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40 million.
On April 8, 2024, the NYSE filed a Form 25 to delist our Class A common stock, SAC Public Warrants and SAC Units, and to remove such securities from registration under Section 12(b) of the Exchange Act.
The delisting became effective ten days after the filing of the Form 25, and the deregistration became effective 90 days after the Form 25 filing.
Our Class A common stock, SAC Public Warrants and SAC Units remain registered under Section 12(g) of the Exchange Act, and began trading on the OTC Pink Marketplace on or about March 22, 2024 under the ticker symbols “PORT,” “PORTW” and “PORTU,” respectively.
On October 2, 2024, SAC filed a definitive proxy statement (the “Original Third Extension Proxy Statement”) with respect to a special meeting of stockholders (the “Third Extension Special Meeting”) to obtain the approval of SAC’s stockholders to further amend our amended and restated certificate of incorporation to extend the time by which SAC must consummate its initial business combination from December 14, 2024 to September 30, 2025 (the “Third Extension Amendment Proposal”).
On October 11, 2024, SAC received a redemption report from Continental Stock Transfer & Trust Company (“Continental” or the “Trustee”) indicating that, as of October 11, 2024, the holders of 985,170 shares of our Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share.
On October 14, 2024, SAC determined to postpone the Third Extension Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for SAC to engage with its stockholders and solicit redemption reversals.
On October 21, 2024, SAC cancelled the Third Extension Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to further amend our amended and restated certificate of incorporation to eliminate the limitation that SAC may not redeem its outstanding shares of our Class A common stock to the extent that such redemption would result in SAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, in order to allow SAC to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”).
Accordingly, the redemptions indicated on the October 11, 2024 redemption report from Continental in connection with the Third Extension Special Meeting were not processed.
On October 29, 2024, SAC filed an amendment to the Original Third Extension Proxy Statement that amended and restated the Original Third Extension Proxy Statement to: (1) reschedule the Third Extension Special Meeting originally scheduled for October 15, 2024, and postponed to October 22, 2024, to November 13, 2024 and (2) reflect the addition of the Redemption Limitation Amendment Proposal.
On November 13, 2024, SAC held the Third Extension Special Meeting and obtained approval of SAC’s stockholders of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
In connection with the Third Extension Special Meeting, the holders of 1,125,126 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $12.5 million, resulting in 37,987 shares of our Class A common stock issued and outstanding and subject to possible redemption.
Accordingly, following such redemptions, there were 4,237,987 shares of our Class A common stock issued and outstanding (including 37,987 shares of our Class A common stock subject to possible redemption) and approximately $423.5 thousand held in the Trust Account.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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