v3.26.1
S-K 1602, SPAC Registered Offerings
Aug. 07, 2026
USD ($)
SPAC Offering Prospectus Summary [Line Items]  
SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag] true
SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag] true
SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block] We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such time period and we wish to further extend the date by which we must consummate our initial business combination, we will seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. We refer to the period during which we must consummate our initial business combination as the completion window. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag] true
SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

As of July 15, 2026

 

Offering
Price of
$10.00 per
Unit

25% of Maximum
Redemption

50% of Maximum
Redemption

75% of Maximum
Redemption

Maximum
Redemption

 

Adjusted
NTBVPS

Adjusted
NTBVPS

Difference
between
Adjusted
NTBVPS
and
Offering
Price

Adjusted
NTBVPS

Difference
between
Adjusted
NTBVPS
and
Offering
Price

Adjusted
NTBVPS

Difference
between
Adjusted
NTBVPS
and
Offering
Price

Adjusted
NTBVPS

Difference
between
Adjusted
NTBVPS
and
Offering
Price

Assuming Full Exercise of Over-Allotment Option

 

$

7.10

$

6.54

$

3.46

$

5.65

$

4.35

$

4.05

$

5.95

$

0.26

$

9.74

Assuming No Exercise of Over-Allotment Option

$

7.09

$

6.53

$

3.47

$

5.64

$

4.36

$

4.04

$

5.96

$

0.27

$

9.73

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag] true
SPAC Prospectus Summary, Sponsor Compensation [Table Text Block]

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Entity/Individual

Amount of Compensation
to be Received or Securities
Issued or to be Issued

Consideration Paid or to be Paid

Sponsor Affiliate

$20,000 per month

Office space, utilities and secretarial and administrative support

Southport Acquisition Sponsor II LLC

6,666,667 Class B Ordinary Shares, or up to 7,666,667 Class B Ordinary Shares if the underwriters’ over-allotment option is exercised.(1)

$25,000

 

500,000 Private Placement Units to be purchased simultaneously with the closing of this offering (or up to 530,000 private placement units if the underwriters’ over-allotment option is exercised)(2)

$5,000,000 (or up to $5,300,000 if the underwriters’ over-allotment option is exercised)

 

Up to $300,000 in loans

Repayment of loans made to us to cover offering related and organizational expenses

 

Up to $1,500,000 in private placement units convertible into working capital loans, at a price of $10.00 per unit at the option of the lender

Working capital loans to finance transaction costs in connection with an initial business combination

 

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

Services in connection with identifying, investigating and completing an initial business combination

Holders of Class B ordinary shares

Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio

Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion

Southport Acquisition Sponsor II LLC, our officers or directors or our or their affiliates

Finder’s fees, advisory fees, consulting fees, success fees or salaries

Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account.

________

(1)Subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement units allocated to them in connection with the closing of this offering as described below, the sponsor will issue membership interests at a nominal purchase price of $0.003 per underlying founder share to the non-managing sponsor investors at the closing of this offering reflecting indirect interests in an aggregate of ______ founder shares (including if the underwriters exercise the over-allotment option) held by the sponsor.

(2)The non-managing sponsor investors have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests, an aggregate of        private placement units (or up to        private placement units if the over-allotment is exercised) at a price of $10.00 per unit ($       in the aggregate, or up to $       if the over-allotment option is exercised) in a private placement that will close simultaneously with the closing of this offering. The purchase of the non-managing sponsor membership interests is not contingent upon the participation in this offering or vice versa.

SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Consistent with our business strategy, we will look to identify companies that have compelling growth potential and a combination of the below characteristics. We intend to use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target that does not meet the following criteria.

Recurring or highly visible revenue;

Measurable customer return on investment;

Strong retention and expanding customer relationships;

Proprietary data, technology or workflow integration;

Attractive gross margins and a credible path to profitability;

Limited dependence on any single customer, model provider or infrastructure partner;

Leadership, governance and internal controls capable of supporting public ownership; and

Capital requirements and valuations compatible with the size of this offering, generally between $400 million and $1.5 billion in enterprise value, supported by a combination of the proceeds held in our trust account and additional financing, which may include a PIPE financing committed at the time of our initial business combination.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, guidelines and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and

SPAC Will Solicit Shareholder Approval for De-SPAC Transaction [Flag] true
De-SPAC Consummation Timeframe, How Extended [Text Block] If we do not complete our initial business combination within the completion window, while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.
De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block] while we do not currently intend to seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.
SPAC, Securities Offered, Redemption Rights [Text Block] Manner of conducting redemptions: We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on NYSE, we will be required to comply with NYSE’s shareholder approval rules.
SPAC, Actual or Potential Material Conflict of Interest, Prospectus Summary [Text Block] if our initial shareholders or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.
SPAC, Trust or Escrow Account, Material Terms [Text Block]

NYSE rules provide that at least 90% of the gross proceeds from this offering and the sale of the private placement units be deposited in a trust account. Of the $207,000,000 in gross proceeds we receive from this offering and the sale of the private placement units described in this prospectus, or up to $237,600,000 if the underwriters’ over-allotment option is exercised, $200,000,000 ($10.00 per unit), or up to $230,000,000 if the underwriters’ over-allotment option is exercised ($10.00 per unit), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $4,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or up to $4,600,000 if the underwriters’ over-allotment option is exercised) and an aggregate of $4,000,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds held in the trust account will initially be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. We expect that the interest earned on the trust account will be sufficient to pay taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes, other than excise taxes, if any, and up to $100,000 to pay dissolution expenses, as applicable, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial business combination activity.

SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Percent 90.00%
SPAC, Trust or Escrow Account, Gross Offering Proceeds Placed, Amount $ 207,000,000
SPAC Additional Financing Plans, Impact on Security Holders [Text Block]

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we raise additional funds through equity and equity-linked securities or the incurrence of indebtedness, our public shareholders may suffer significant dilution and these securities could have rights that rank senior to our public shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our founder shares, our public shareholders may incur material dilution. Public shareholders will experience additional dilution from the issuance of the private placement shares underlying the private placement units (including private placement shares underlying private placement units issued upon conversion of working capital loans, if any such loans are converted into private placement units), as well as from the conversion of the

private placement rights underlying any private placement units into private placement shares. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement units, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

SPAC, Adjusted Net Tangible Book Value Per Share with Sources of Dilution [Table Text Block]

For each of the redemption scenarios above, the Adjusted NTBVPS was calculated as follows:

As of July 15, 2026

No Redemptions

25% of Maximum Redemptions

50% of Maximum Redemptions

75% of Maximum Redemptions

Maximum
Redemptions

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Public offering price

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

$

10.00

Net tangible book deficit before this offering

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

(0.00

)

Increase attributable to public shareholders

7.09

7.10

6.53

6.54

5.64

5.65

4.04

4.05

0.27

0.26

Pro forma net tangible book value after this offering and the sale of the placement shares

7.09

7.10

6.53

6.54

5.64

5.65

4.04

4.05

0.27

0.26

Dilution to public shareholders

$

2.91

$

2.90

$

3.47

$

3.46

$

4.36

$

4.35

$

5.96

$

5.95

$

9.73

$

9.74

Percentage of dilution to public shareholders

29.12

%

29.04

%

34.73

%

34.64

%

43.58

%

43.49

%

59.58

%

59.50

%

97.31

%

97.37

%

No Redemptions

25% of Maximum Redemptions

50% of Maximum Redemptions

75% of Maximum Redemptions

Maximum
Redemptions

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Without Over- Allotment

With
Over- Allotment

Numerator:

Net tangible book deficit before this offering

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

$

(22,540

)

Net proceeds from this offering and the sale of the placement shares(1)

202,200,000

232,200,000

202,200,000

232,200,000

202,200,000

232,200,000

202,200,000

232,200,000

202,200,000

232,200,000

Plus: Offering costs accrued for or paid in advance, excluded from tangible book value

37,500

37,500

37,500

37,500

37,500

37,500

37,500

37,500

37,500

37,500

Less: Deferred underwriting commissions(2)

(8,000,000

)

(9,200,000

)

(6,000,000

)

(6,900,000

)

(4,000,000

)

(4,600,000

)

(2,000,000

)

(2,300,000

)

Less: Over-allotment liability

(234,000

)

(234,000

)

(234,000

)

(234,000

)

(234,000

)

Less: Amounts paid for redemptions(3)

(50,000,000

)

(57,500,000

)

(100,000,000

)

(115,000,000

)

(150,000,000

)

(172,500,000

)

(200,000,000

)

(230,000,000

)

$

193,980,960

$

223,014,960

$

145,980,960

$

167,814,960

$

97,980,960

$

112,614,960

$

49,980,960

$

57,414,960

$

1,980,960

$

2,214,960

Denominator:

Ordinary shares outstanding prior to this offering

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

7,666,667

Ordinary shares forfeited if over-allotment is not exercised

(1,000,000

)

(1,000,000

)

(1,000,000

)

(1,000,000

)

(1,000,000

)

Ordinary shares offered

20,000,000

23,000,000

20,000,000

23,000,000

20,000,000

23,000,000

20,000,000

23,000,000

20,000,000

23,000,000

Private Placement Shares

700,000

760,000

700,000

760,000

700,000

760,000

700,000

760,000

700,000

760,000

Less: Ordinary shares redeemed

(5,000,000

)

(5,750,000

)

(10,000,000

)

(11,500,000

)

(15,000,000

)

(17,250,000

)

(20,000,000

)

(23,000,000

)

27,366,667

31,426,667

22,366,667

25,676,667

17,366,667

19,926,667

12,366,667

14,176,667

7,366,667

8,426,667

(1)Expenses applied against gross proceeds include offering expenses of approximately $800,000 and underwriting commissions of $0.20 per unit, or $4,000,000 in the aggregate (regardless of whether the underwriters’ over-allotment option is exercised), payable to CCM (excluding the defer underwriting commissions). See “Use of Proceeds.”

(2)Deferred underwriting commissions of $0.40 per unit sold in this offering, or up to $8,000,000 in the aggregate (or up to $9,200,000 in the aggregate if the underwriters’ over-allotment option is exercised), payable to the underwriters based on the percentage of funds remaining in the trust account after redemptions of public shares and to be placed in a trust account located in the United States and released to the underwriters only upon the completion of our initial business combination. See “Underwriting” for a description of compensation and other items of value payable to the underwriters.

(3)If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Effecting Our Initial Business Combination — Permitted Purchases of Our Securities.”