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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):
September 30, 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)
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 |
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)) |
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 1.01. Entry into a Material Definitive Agreement.
On September 30, 2026, the
registration statement on Form S-1 (File No. 333-298104; the “Registration Statement”) relating to the initial public
offering (the “IPO”) of Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), was declared effective by
the U.S. Securities and Exchange Commission (the “Commission”).
On October 2, 2026, the Company
consummated its 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $210,000,000. 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.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement:
| |
● |
An Underwriting Agreement, dated September 30, 2026, by and between
the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the
several underwriters (the “Representative”), a copy of which is
attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated September 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated September 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated September 30, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Units Purchase Agreement, dated September 30, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Units Purchase Agreement, dated September 30, 2026 (the “Underwriters Private Placement Units Purchase Agreement”), by and between the Company and the Representative, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated September 30, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services Agreement, dated September 30, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated September 30, 2026 (each, an “Indemnity Agreement”), by and among the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. |
The material terms of such agreements are fully
described in the Company’s final prospectus, dated September 30, 2026, as filed with the Commission on October 2, 2026 (the “Prospectus”),
and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the Underwriters Private Placement Units Purchase Agreement,
the Company completed the private sale of an aggregate of 770,000 units (the “Private Placement Units”) to the Sponsor
and the Representative, with each Private Placement Unit consisting of one Class A Ordinary Share and one-half of one redeemable Warrant
exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $10.00 per Private Placement Unit, or $7,700,000
in the aggregate. Of the 770,000 Private Placement Units, the Sponsor purchased 500,000 Private Placement Units and the Representative
purchased 270,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Units sold in
the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 1, 2026, in connection
with the IPO, Jared Stone, Matthew Hansen, David Winfield, Cathleen Schriner-Gates, John Aslanian and Robert Katz (collectively with Jeb
Spencer, the “Directors”) were appointed to the board of directors of the Company (the “Board”)
upon the commencement of trading of the Company’s Units on the New York Stock Exchange. Jared Stone, Matthew Hansen, David Winfield,
John Aslanian and Robert Katz are independent directors. Effective October 1, 2026, each of Mr. Stone, Mr. Winfield and Mr. Aslanian were
appointed to the Board’s Audit Committee, with Mr. Stone serving as chair of the Audit Committee. Mr. Winfield and Mr. Katz were
appointed to the Board’s Compensation Committee, with Mr. Winfield serving as chair of the Compensation Committee. Mr. Aslanian,
Mr. Hansen and Mr. Winfield were appointed to the Board’s Nominating and Corporate Governance Committee, with Mr. Aslanian serving
as chair of the Nominating and Corporate Governance Committee.
Following the appointment
of the Directors, the Board is comprised of three classes. The term of office of the first class of Directors, which consists of Messrs.
Hansen, Winfield and Katz, will expire at the Company’s first annual general meeting of shareholders. The term of office of the
second class of Directors, which consists of Ms. Schreiner-Gates and Mr. Aslanian, will expire at the Company’s second annual general
meeting of shareholders. The term of office of the third class of Directors, which consists of Messrs. Spencer and Stone, will expire
at the Company’s third annual general meeting of shareholders.
On September 30, 2026, in
connection with their appointments to the Board, each Director and the Company’s officers entered into the Letter Agreement as well
as an Indemnity Agreement with the Company. Other than the foregoing, none of the Directors are party to any arrangement or understanding
with any person pursuant to which they were appointed as Directors, nor are they party to any transactions required to be disclosed under
Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions
of the Letter Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference
to the Letter Agreement and the form of Indemnity Agreement, copies of which are attached as Exhibits 10.5 and 10.7 hereto, respectively,
and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On October 1, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on September 30, 2026. The
terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated
herein by reference. The description of the Amended and Restated Memorandum and Articles of Association does not purport to be complete
and is qualified in its entirety by reference to the Amended and Restated Memorandum and Articles of Association, a copy of which is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $212,1000,000
of the proceeds from the IPO and the sale of the Private Placement Units was placed in a U.S.-based trust account maintained by Continental
Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may
be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not
be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from
the closing of the IPO (or by such earlier liquidation date as the Company’s Board may approve), subject to applicable law, and
(iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s
Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the
Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or
with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On September 30, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On October 2, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated September 30, 2026, by and between the Company and the Representative. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated September 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, September 30, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated September 30, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Sponsor Private Placement Units Purchase Agreement, dated September 30, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Underwriters Private Placement Units Purchase Agreement, dated September 30, 2026, by and between the Company and the Representative. |
| |
|
|
| 10.5 |
|
Letter Agreement, dated September 30, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.6 |
|
Administrative Services Agreement, dated September 30, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.7 |
|
Form of Indemnity Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated September 30, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated October 2, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 5, 2026 |
|
|
Exhibit 99.1
Southport Acquisition Corp. II Announces
Pricing of $200,000,000 Initial Public Offering
Greenwich, CT, Sept. 30, 2026 (GLOBE NEWSWIRE)
-- Southport Acquisition Corp. II (NYSE: PORT.U) (the “Company”) today announced the pricing of its initial public
offering of 20,000,000 units at a price of $10.00 per unit. The Company’s units are expected to be listed on the New York Stock
Exchange (“NYSE”) under the symbol “PORT.U” and will begin trading on October 1, 2026. Each unit consists
of one Class A ordinary share of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and warrants are expected to be listed on NYSE under the symbols “PORT” and “PORT.W,”
respectively. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,000,000 units at the initial
public offering price to cover over-allotments, if any. The closing of the offering is anticipated to take place on or about October 2,
2026, subject to customary closing conditions.
The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an initial business combination target in any business, industry, sector
or geographical location. The Company’s management team is led by Jeb Spencer, its Chief Executive Officer and Chairman of the Board
of Directors, and Griffith Gates, its President and Chief Operating Officer. Jared Stone, Matthew Hansen, David Winfield, Cathleen
Schreiner-Gates, John Aslanian and Robert Katz are independent directors.
Cohen & Company Capital Markets is acting
as the sole book-running manager for the offering. Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP are serving as legal counsel
to the Company, and Reed Smith LLP is serving as legal counsel to the underwriters.
A registration statement relating to the units
and the underlying securities was declared effective by the Securities and Exchange Commission (“SEC”) on September
30, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale
of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
The offering is being made only by means of
a prospectus. When available, copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention:
Prospectus Department, or by email at: capitalmarkets@cohencm.com. Copies of the registration statement can be accessed for free through
the SEC’s website at www.sec.gov.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the initial public offering and the search for an initial
business combination. No assurance can be given that such offering will be completed on the terms described, or at all. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk
Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this press release, except as required
by law.
Contact Information:
Southport Acquisition Corp. II
Jeb Spencer, Chief Executive Officer
jspencer@tvccapital.com
Exhibit 99.2
Southport Acquisition Corp. II Announces
Completion of Its Initial Public Offering
Greenwich, CT, Oct. 02, 2026 (GLOBE NEWSWIRE)
-- Southport Acquisition Corp. II (NYSE: PORT.U) (the “Company”) today announced the closing of the Company’s initial
public offering of 21,000,000 units, which includes 1,000,000 units issued pursuant to the partial exercise by the underwriters of their
over-allotment option. The offering was priced at $10.00 per unit.
The Company’s units began trading on
the New York Stock Exchange (“NYSE”) on October 1, 2026, under the ticker symbol “PORT.U.” Each unit consists
of one Class A ordinary share of the Company and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “PORT” and “PORT.W,”
respectively.
Cohen & Company Capital Markets acted
as the sole book-running manager for the offering. Ellenoff Grossman & Schole LLP and Ogier (Cayman) LLP served as legal counsel to
the Company, and Reed Smith LLP served as legal counsel to the underwriters.
A registration statement relating to the units
and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on September 30,
2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus,
copies of which may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, 3 Columbus
Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com. Copies of the registration
statement can be accessed for free through the SEC’s website at www.sec.gov.
Of the proceeds received from the consummation
of the initial public offering and a simultaneous private placement of units, $212,100,000 was placed in the Company’s trust account
for the benefit of the Company’s public shareholders. An audited balance sheet of the Company as of October 2, 2026 reflecting receipt
of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current
Report on Form 8-K to be filed by the Company with the SEC.
About Southport Acquisition Corp. II
The Company is a blank check company formed
for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an initial business combination target in any business, industry, sector
or geographical location. The Company’s management team is led by Jeb Spencer, its Chief Executive Officer and Chairman of the Board
of Directors, and Griffith Gates, its President and Chief Operating Officer. Jared Stone, Matthew Hansen, David Winfield, Cathleen
Schreiner-Gates, John Aslanian and Robert Katz are independent directors.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the search for an initial business combination. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk
Factors section of the Company’s registration statement and prospectus for the offering filed with the SEC. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact Information:
Southport Acquisition Corp. II
Jeb Spencer, Chief Executive Officer
jspencer@tvccapital.com
