Angel Studios, Inc. — Major Shareholding Notification 2023

Oct 10, 2023

SC 13G 1 tm2328097d1_sc13g.htm SC 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

(Amendment No. )

| Southport
Acquisition Corporation |
| --- |
| (Name
of Issuer) |
| Class A common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 84465L105 |
| (CUSIP
Number) |
| June 9, 2023 |
| (Date
of Event Which Requires Filing of the Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

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1.	NAME OF REPORTING PERSONS Radcliffe Capital Management, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

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1.	NAME OF REPORTING PERSONS RGC Management Company, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

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1.	NAME OF REPORTING PERSONS Steven B. Katznelson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Canada, United States of America and the United Kingdom
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

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1.	NAME OF REPORTING PERSONS Christopher Hinkel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, IN

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1.	NAME OF REPORTING PERSONS Radcliffe SPAC Master Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, PN

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1.	NAME OF REPORTING PERSONS Radcliffe SPAC GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 475,791
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 475,791
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 475,791
10.	CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.70%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

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Item 1(a). — Item 1(b).	Name of Issuer: Southport Acquisition Corporation — Address of Issuer’s Principal Executive Offices: 1745 Grand Avenue Del Mar, California 92014
Item 2(a).	Name of Person
Filing:
	Radcliffe Capital Management, L.P. RGC Management Company, LLC Steven B. Katznelson Christopher Hinkel Radcliffe SPAC Master Fund, L.P. Radcliffe SPAC GP, LLC
Item 2(b).	Address of Principal
Business Office or, if none, Residence:
	50 Monument Road, Suite 300 Bala Cynwyd, PA 19004
Item 2(c).	Citizenship:
	Radcliffe Capital Management, L.P. – Delaware, United States
of America RGC Management Company, LLC – Delaware, United States of
America Steven B. Katznelson – Canada, United States of America
and the United Kingdom Christopher Hinkel – United States of America Radcliffe SPAC Master Fund, L.P. – Cayman Islands Radcliffe SPAC GP, LLC – Delaware, United States of America
Item 2(d).	Title of Class of
Securities:
	Class A common stock, par value $0.0001 per share
Item 2(e).	CUSIP Number:
	84465L105
Item
3.	If this statement
is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance
with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or
endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or
control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

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| (j) | ¨ | A non-U.S. institution
in accordance with § 240.13d-1(b)(1)(ii)(J); |
| --- | --- | --- |
| (k) | ¨ | Group, in accordance with §
240.13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______.

| Item
4. | | |
| --- | --- | --- |
| Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. | | |
| (a) | Amount beneficially owned: 475,791 shares deemed beneficially owned by Radcliffe Capital
Management, L.P. 475,791 shares deemed beneficially owned by RGC Management Company,
LLC 475,791 shares deemed beneficially owned by Steven B. Katznelson 475,791 shares deemed beneficially owned by Christopher Hinkel 475,791 shares deemed beneficially owned by Radcliffe SPAC Master
Fund, L.P. 475,791 shares deemed beneficially owned by Radcliffe SPAC GP,
LLC | |
| (b) | Percent of class: 5.70% shares deemed beneficially owned by Radcliffe Capital Management,
L.P. 5.70% shares deemed beneficially owned by RGC Management Company,
LLC 5.70% shares deemed beneficially owned by Steven B. Katznelson 5.70% shares deemed beneficially owned by Christopher Hinkel 5.70% shares deemed beneficially owned by Radcliffe SPAC Master
Fund, L.P. 5.70% shares deemed beneficially owned by Radcliffe SPAC GP, LLC | |
| (c) | Number
of shares as to which Radcliffe Capital Management, L.P. has: | |
| | (i) | Sole
power to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |
| | Number
of shares as to which RGC Management Company, LLC has: | |
| | (i) | Sole power
to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |

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| | (i) | Sole
power to vote or to direct the vote: 0 |
| --- | --- | --- |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |
| | Number
of shares as to which Christopher Hinkel has: | |
| | (i) | Sole power
to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |
| | Number
of shares as to which Radcliffe SPAC Master Fund, L.P. has: | |
| | (i) | Sole power
to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |
| | Number
of shares as to which Radcliffe SPAC GP, LLC has: | |
| | (i) | Sole power
to vote or to direct the vote: 0 |
| | (ii) | Shared
power to vote or to direct the vote: 475,791 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 0 |
| | (iv) | Shared
power to dispose or to direct the disposition of: 475,791 |
| Item
5. | Ownership
of Five Percent or Less of a Class: | |
| | If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following. ¨ Not applicable | |
| Item 6. | Ownership of
More Than Five Percent on Behalf of Another Person: | |
| | With the exception
of the securities reported in this Schedule 13G that are owned by the Radcliffe SPAC Master Fund, L.P., none of Radcliffe Capital
Management, L.P.’s advisory clients individually own more than 5% of the Issuer’s outstanding common stock. | |

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| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| --- | --- |
| | See Exhibit B attached
hereto. |
| Item 8. | Identification and
Classification of Members of the Group: |
| | Not applicable |
| Item 9. | Notice of Dissolution
of Group: |
| | Not applicable |
| Item 10. | Certifications: |
| | By signing below, I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect. |

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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.

	October 10, 2023
	(Date)
Radcliffe Capital Management,
L.P.	/s/
Loretta Best
By RGC Management Company,
LLC,	Signature
its General Partner*
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
RGC Management Company, LLC*	/s/
Loretta Best
	Signature
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
Steven B. Katznelson*	/s/
Loretta Best
	Signature
	Attorney-in Fact**
Christopher Hinkel*	/s/
Loretta Best
	Signature
	Attorney-in Fact**
Radcliffe SPAC Master Fund,
L.P.	/s/
Loretta Best
By Radcliffe SPAC GP, LLC,	Signature
its General Partner*
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
Radcliffe SPAC GP, LLC*	/s/
Loretta Best
	Signature
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**

*The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

** Loretta Best is signing on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission as Exhibits 99.1 and 99.2, respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on May 31, 2023.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however , that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

( see 18 U.S.C. 1001).

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Exhibit A

Agreement

The undersigned agree that this Schedule 13G dated October 10, 2023 to the Class A common stock, par value $0.0001 per share of Southport Acquisition Corporation shall be filed on behalf of the undersigned.

	October 10, 2023
	(Date)
Radcliffe Capital Management,
L.P.	/s/
Loretta Best
By RGC Management Company,
LLC,	Signature
I ts General Partner
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
RGC Management Company, LLC	/s/
Loretta Best
	Signature
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
Steven B. Katznelson	/s/
Loretta Best
	Signature
	Attorney-in Fact**
Christopher Hinkel	/s/
Loretta Best
	Signature
	Attorney-in Fact**
Radcliffe SPAC Master Fund,
L.P.	/s/
Loretta Best
By Radcliffe SPAC GP, LLC,	Signature
its General Partner
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**
Radcliffe SPAC GP, LLC	/s/
Loretta Best
	Signature
	Attorney-in Fact for Steven
B. Katznelson
	Managing Member**

** Loretta Best is signing on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission as Exhibits 99.1 and 99.2, respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on May 31, 2023.

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Exhibit B

Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons.

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