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SEC · EDGAR 财务披露·· 5 小时前AI 评分23

Southport Acquisition Corp. II 因超额配售权剩余部分被放弃而注销 666,667 股创始人股份

Southport Acquisition Corp. II (0002148436) (Filer)

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Southport Acquisition Corp. II 披露,承销商放弃行使剩余超额配售权后,保荐人 Southport Acquisition Sponsor II LLC 没收 666,667 股 B 类普通股,公司随后注销这些股份。该公司此前以每单位 10.00 美元发行 21,000,000 个单位,募集总额 210,000,000 美元。

正文

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.

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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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来源:SEC EDGAR · 本站存档