Southport Acquisition Corp. II cancels 666,667 sponsor shares

The sponsor surrendered 666,667 Class B shares for no consideration after underwriters forfeited the remaining over-allotment option.

Rhea-AI Filing Summary

Southport Acquisition Corp. II’s sponsor, Southport Acquisition Sponsor II LLC, reported beneficial ownership of 7,500,000 ordinary shares, or 26.07%. The filing reports the same 7,500,000-share holding for managing member Southport Sponsor Management II, LLC and its managing member Jeb Spencer; both disclaim beneficial ownership except to the extent of any pecuniary interest. The percentage is based on 28,770,000 ordinary shares outstanding as of October 19, 2026.

On October 19, 2026, the sponsor surrendered 666,667 Class B ordinary shares for no consideration, and Southport Acquisition Corp. II cancelled them after the underwriters notified the issuer that they forfeited the right to exercise the remaining portion of their over-allotment option. The reported holding includes 500,000 Class A shares and 7,000,000 Class B shares; the Class B shares convert one-for-one at the initial business combination or earlier at the holder’s option, subject to adjustment.

Key Figures

Reported beneficial ownership: 7,500,000 ordinary shares Percentage of ordinary shares: 26.07% Ordinary shares outstanding: 28,770,000 shares +3 more

6 metrics

Reported beneficial ownership 7,500,000 ordinary shares Reported for each of the sponsor, its managing member, and Jeb Spencer; the amounts refer to the same holding

Percentage of ordinary shares 26.07% Based on ordinary shares outstanding as of October 19, 2026

Ordinary shares outstanding 28,770,000 shares As of October 19, 2026

Class A ordinary shares outstanding 21,770,000 shares As of October 19, 2026

Class B ordinary shares outstanding 7,000,000 shares As of October 19, 2026

Class B ordinary shares surrendered and cancelled 666,667 shares Surrendered by the sponsor for no consideration on October 19, 2026

Key Terms

beneficial ownership, over-allotment option, Founder Share Purchase Agreement, pecuniary interest, +1 more

5 terms

beneficial ownership regulatory

"aggregate number and percentage of Ordinary Shares beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

over-allotment option financial

"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.

Founder Share Purchase Agreement financial

"contractual arrangements under the Founder Share Purchase Agreement"

pecuniary interest financial

"other than to the extent of any pecuniary interest"

initial business combination financial

"at the time of the Issuer'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 shares did Southport Acquisition Sponsor II LLC report owning?

Southport Acquisition Sponsor II LLC reported beneficial ownership of 7,500,000 ordinary shares, or 26.07%. The filing reports the same share amount for its managing member, Southport Sponsor Management II, LLC, and that entity’s managing member, Jeb Spencer; the amounts describe the same reported holding.

Why were PORT Class B shares cancelled?

Southport Acquisition Sponsor II LLC surrendered 666,667 Class B ordinary shares for no consideration under contractual arrangements in the Founder Share Purchase Agreement after the underwriters notified the issuer that they forfeited their right to exercise the remaining portion of the over-allotment option.

When can PORT Class B shares convert into Class A shares?

The 7,000,000 Class B ordinary shares included in the reported holding automatically convert into Class A ordinary shares on a one-for-one basis at the initial business combination, or may convert earlier at the holder’s option, subject to adjustment.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/21/2026 - 09:46 PM EDT Accepted by SEC EDGAR 10/21/2026 - 09:45 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Southport Acquisition Corp. II

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G8T98W107

(CUSIP Number)

Jeb Spencer
8 Bolling Place,
Greenwich, CT, 06830
(917) 503-9722

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G8T98W107

1

Name of reporting person

Southport Acquisition Sponsor II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.07 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes 500,000 of the Issuer's Class A ordinary shares, $0.0001 par value ("Class A Ordinary Shares"), and 7,000,000 of the Issuer's Class B ordinary shares, $0.0001 par value ("Class B Ordinary Shares" and, together with the Class A Ordinary Shares, the "Ordinary Shares"), which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-298104). The 500,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one-half of one warrant, each whole warrant exercisable into one Class A Ordinary Share 30 days following the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between Southport Acquisition Sponsor II LLC (the "Sponsor") and the Issuer. Southport Sponsor Management II, LLC is the managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. The managing member of Southport Sponsor Management II, LLC is Jeb Spencer, the issuer's Chairman, Chief Executive Officer and Chief Financial Officer. Southport Sponsor Management II, LLC and Jeb Spencer each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SCHEDULE 13D

CUSIP Number(s): G8T98W107

1

Name of reporting person

Southport Sponsor Management II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.07 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Includes 500,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares, which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-298104). The 500,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one-half of one warrant, each whole warrant exercisable into one Class A Ordinary Share 30 days following the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and the Issuer. Southport Sponsor Management II, LLC is the managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. The managing member of Southport Sponsor Management II, LLC is Jeb Spencer, the issuer's Chairman, Chief Executive Officer and Chief Financial Officer. Southport Sponsor Management II, LLC and Jeb Spencer each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SCHEDULE 13D

CUSIP Number(s): G8T98W107

1

Name of reporting person

Jeb Spencer

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.07 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 500,000 Class A Ordinary Shares and 7,000,000 Class B Ordinary Shares, which are automatically convertible into Class A Ordinary Shares at the time of the Issuer's initial business combination on a one-for-one basis, or at any time prior to the Issuer's initial business combination, at the option of the holder, subject to adjustment as more fully described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-298104). The 500,000 Class A Ordinary Shares are included in units (each unit consisting of one Class A Ordinary Share and one-half of one warrant, each whole warrant exercisable into one Class A Ordinary Share 30 days following the consummation of the Issuer's initial business combination), acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and the Issuer. Southport Sponsor Management II, LLC is the managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities held by the Sponsor. The managing member of Southport Sponsor Management II, LLC is Jeb Spencer, the issuer's Chairman, Chief Executive Officer and Chief Financial Officer. Southport Sponsor Management II, LLC and Jeb Spencer each disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, $0.0001 par value
(b)	Name of Issuer: Southport Acquisition Corp. II
(c)	Address of Issuer's Principal Executive Offices: 8 Bolling Place, Greenwich, CONNECTICUT , 06830.
Item 1 Comment: This Amendment No. 1 ("Amendment No. 1") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 7, 2026 (the "Schedule 13D") relating to the Class A Ordinary Shares and Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares of the Issuer. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: This statement is filed by: (i) the Sponsor, which is the holder of record of approximately 26.07% of the issued and outstanding Ordinary Shares (28,770,000) based on the number of Class A Ordinary Shares (21,770,000) and Class B Ordinary Shares (7,000,000) outstanding as of October 19, 2026, calculated based on the Current Report on Form 8-K, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on October 8, 2026; (ii) Southport Sponsor Management II, LLC, the managing member of the Sponsor; and (iii) Jeb Spencer, the managing member of Southprt Sponsor Management II, LLC. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On October 19, 2026, 666,667 Class B Ordinary Shares were surrendered for no consideration by the Sponsor and cancelled by the Issuer, pursuant to contractual arrangements under the Founder Share Purchase Agreement with the Issuer, after the underwriters notified the Issuer that they forfeited their right to exercise the remaining portion of their over-allotment option.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) - (c) of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information: (a) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 28,770,000 Ordinary Shares, including 21,770,000 Class A ordinary shares and 7,000,000 Class B Ordinary Shares outstanding as of October 19, 2026, calculated based on the Current Report on Form 8-K, filed by the Issuer with the SEC on October 8, 2026) are as follows: Sponsor - Amount beneficially owned: 7,500,000 and Percentage: 26.07%; Southport Sponsor Management II, LLC - Amount beneficially owned: 7,500,000 and Percentage: 26.07%; and Jeb Spencer - Amount beneficially owned: 7,500,000 and Percentage: 26.07%
(b)	The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons (on the basis of a total of 28,770,000 Ordinary Shares, including 21,770,000 Class A ordinary shares and 7,000,000 Class B Ordinary Shares outstanding as of October 19, 2026, calculated based on the Current Report on Form 8-K, filed by the Issuer with the SEC on October 8, 2026), and the sole and shared voting and dispositive power each Reporting Person holds with respect to such Ordinary Shares, respectively, are as follows: Sponsor Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 7,500,000, ii. Shared power to vote or to direct the vote: 0, iii. Sole power to dispose or to direct the disposition of: 7,500,000, and iv. Shared power to dispose or to direct the disposition of: 0; Southport Sponsor Management II, LLC Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 7,500,000, ii. Shared power to vote or to direct the vote: 0, iii. Sole power to dispose or to direct the disposition of: 7,500,000, and iv. Shared power to dispose or to direct the disposition of: 0; Jeb Spencer Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 7,500,000, ii. Shared power to vote or to direct the vote: 0, iii. Sole power to dispose or to direct the disposition of: 7,500,000, iv. Shared power to dispose or to direct the disposition of: 0. Southport Sponsor Management II, LLC, the managing member of the Sponsor, holds voting and investment discretion with respect to the securities held of record by the Sponsor. Jeb Spencer, managing member of Southport Management II, LLC, controls, through Southport Sponsor Management, II LLC, the Sponsor. Each of Jeb Spencer and Southport Sponsor Management II, LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest each of them may have therein, directly or indirectly.
(c)	None of the Reporting Persons has effected any transactions of Ordinary Shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Amendment No. 1, which information is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: The responses to Items 4 and 5 of this Amendment No. 1 are incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Southport Acquisition Sponsor II LLC

Signature:	/s/ Jeb Spencer
Name/Title:	Managing Member of Southport Sponsor Management II, LLC, managing member of Southport Acquisition Sponsor II LLC
Date:	10/21/2026

Southport Sponsor Management II, LLC

Signature:	/s/ Jeb Spencer
Name/Title:	Managing member of Southport Sponsor Management II, LLC
Date:	10/21/2026

Jeb Spencer

Signature:	/s/ Jeb Spencer
Name/Title:	Jeb Spencer
Date:	10/21/2026