Southport Acquisition Corp. II cancels 666,667 sponsor shares

Each whole warrant entitles its holder to purchase one Class A ordinary share for $11.50 per share upon consummation of the initial business combination.

Rhea-AI Filing Summary

Southport Acquisition Corp. II’s sponsor, Southport Acquisition Sponsor II LLC, forfeited 666,667 Class B ordinary shares on October 19, 2026, and the company cancelled them after the underwriters notified it that they had forfeited their right to exercise the remaining portion of the over-allotment option.

The company’s October 2, 2026 initial public offering comprised 21,000,000 units, including 1,000,000 units issued through partial exercise of the over-allotment option. The units sold for $10.00 each and generated $210,000,000 in gross proceeds. At IPO consummation, the sponsor owned 7,666,667 Class B ordinary shares, up to 1,000,000 of which were subject to forfeiture based on the extent of the over-allotment exercise.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

IPO units: 21,000,000 units Units from partial over-allotment exercise: 1,000,000 units IPO price: $10.00 per unit +4 more

7 metrics

IPO units 21,000,000 units Initial public offering consummated October 2, 2026

Units from partial over-allotment exercise 1,000,000 units Included in the initial public offering

IPO price $10.00 per unit Initial public offering

Gross proceeds $210,000,000 Generated by the initial public offering

Class B ordinary shares forfeited 666,667 shares Forfeited and cancelled October 19, 2026

Class B ordinary shares owned by sponsor 7,666,667 shares At consummation of the IPO

Warrant exercise price $11.50 per share Each whole warrant is exercisable upon consummation of the initial business combination

Key Terms

over-allotment option, redeemable warrant, Class B Ordinary Shares, initial business combination

4 terms

over-allotment option financial

"right to exercise the remaining portion of their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

redeemable warrant financial

"one-half of one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

Class B Ordinary Shares technical

"Class B ordinary shares of the Company"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

initial business combination financial

"upon the consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many PORT Class B shares were forfeited?

Southport Acquisition Sponsor II LLC forfeited 666,667 Class B ordinary shares on October 19, 2026, and Southport Acquisition Corp. II cancelled them after the underwriters notified the company that they had forfeited their right to exercise the remaining portion of the over-allotment option.

What were the terms of PORT’s IPO?

Southport Acquisition Corp. II issued 21,000,000 units, including 1,000,000 units from partial exercise of the underwriters’ over-allotment option, at $10.00 per unit, generating $210,000,000 in gross proceeds. Each unit consisted of one Class A ordinary share and one-half of one redeemable warrant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:30 PM EDT Learn about SEC filing dates

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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): October 19, 2026

Southport Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43492		98-1961063
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8 Bolling Place
Greenwich, CT 06830

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (917) 503-9722

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		PORT.U		The New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share		PORT		The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		PORT.W		The New York Stock Exchange

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 ☒

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 8.01. Other Events.

Forfeiture of Founder Shares

As previously reported, on October 2, 2026, Southport Acquisition Corp. II (the “Company”) consummated its initial public offering (the “IPO”) of 21,000,000 units (the “Units”), including 1,000,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $210,000,000. Southport Acquisition Sponsor II LLC, the Company’s sponsor (the “Sponsor”), owned an aggregate of 7,666,667 Class B ordinary share of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), at the consummation of the IPO, up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.

On October 19, 2026, after the underwriters notified the Company that they forfeited their right to exercise the remaining portion of their over-allotment option, 666,667 shares of Class B Ordinary Shares were forfeited by the Sponsor. Such forfeited shares were cancelled by the Company.

1

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.

	Southport Acquisition Corp. II
	By:	/s/ Jeb Spencer
		Name:	Jeb Spencer
		Title:	Chief Executive Officer
Dated: October 23, 2026

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.2 KB
• EX-101 XBRL DEFINITION FILE 26.7 KB
• EX-101 XBRL LABEL FILE 37.1 KB
• EX-101 XBRL PRESENTATION FILE 25.4 KB