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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Southport Acquisition Corp. II (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
(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) |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13D
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| CUSIP No. |
| 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: |
| ||||||||
| 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 |
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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 |
SCHEDULE 13D
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| 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.
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