−Removed: Southport Acquisition Corporation is a blank check company incorporated as a Delaware corporation on April 13, 2021 and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
−Removed: SAC has neither engaged in any operations nor generated any revenue to date.
−Removed: Based on SAC’s business activities, it is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”).
−Removed: On May 27, 2021, our sponsor acquired 7,187,500 shares of our Class B common stock in exchange for a capital contribution of $25,000.
−Removed: Prior to our sponsor’s acquisition of these shares of our Class B common stock, SAC had no assets, tangible or intangible.
−Removed: On November 24, 2021, our sponsor surrendered 1,437,500 shares of our Class B common stock for no consideration, thereby reducing the aggregate number of shares of our Class B common stock outstanding to 5,750,000, resulting in an effective purchase price paid for the shares of our Class B common stock of approximately $0.004 per share.
−Removed: Of the 5,750,000 shares of our Class B common stock then-outstanding, 750,000 were subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option was not exercised in the IPO.
−Removed: The number of shares of our Class B common stock outstanding was determined based on the expectation that the shares of our Class B common stock would represent 20% of the outstanding shares of our common stock upon the completion of our initial public offering (the “IPO”).
−Removed: The registration statement for the IPO was declared effective on December 9, 2021.
−Removed: On December 14, 2021, SAC consummated the IPO, which involved SAC’s sale of 23,000,000 SAC Units at $10.00 per SAC Unit, generating gross proceeds of $230 million.
−Removed: The 23,000,000 SAC Units sold by SAC include 3,000,000 SAC Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional SAC Units to cover over-allotments.
−Removed: Accordingly, no shares of our Class B common stock remain subject to forfeiture.
−Removed: Simultaneously with the closing of the IPO, SAC consummated the private sale of an aggregate of 11,700,000 warrants (the “SAC Private Placement Warrants”) to our sponsor at a price of $1.00 per SAC Private Placement Warrant, generating proceeds to SAC of $11.7 million.
−Removed: Following the closing of the IPO on December 14, 2021, $234.6 million ($10.20 per SAC Unit) from the net proceeds of the sale of the SAC Units in the IPO and the sale of the SAC Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States, which is invested in U.S.
−Removed: government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by SAC, until the earlier of:
−Removed: (i) the completion of a business combination, (ii) the redemption of any of the SAC Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (a) to modify the substance or timing of SAC’s obligation to provide its public stockholders the right to have their SAC Public Shares redeemed in connection with an initial business combination or to redeem 100% of the SAC Public Shares if SAC does not complete the initial business combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and (iii) the redemption of SAC Public Shares if SAC is unable to complete the initial business combination within 18 months from December 14, 2021 (the “Combination Period”) or during any extended time that SAC has to consummate its initial Business Combination beyond such 18-month period (an “Extension Period”).
−Removed: On June 9, 2023 (the “First Extension Special Meeting”), SAC’s stockholders approved a proposal to amend our amended and restated certificate of incorporation (the “First Extension Amendment Proposal”) to extend the time that SAC has to consummate its initial business combination (the “First Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of SAC, without another stockholder vote, to elect to further extend the date to consummate an initial business combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing SAC a 21-month period (or up to a 27-month period) from the closing of the IPO to consummate its initial business combination.
−Removed: Prior to the First Extension Special Meeting, on May 25, 2023, SAC and our sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with the Third-Party SAC Investors in exchange for the Third-Party SAC Investors agreeing (i) not to redeem an aggregate of 4,000,000 SAC Public Shares (the “Non-Redeemed Shares”) in connection with the First Extension Special Meeting and (ii) to vote in favor of the First Extension Amendment Proposal and the First Extension at the First Extension Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements).
−Removed: In exchange for the foregoing commitments, our sponsor agreed to transfer to the Third-Party SAC Investors an aggregate of up to 1,499,996 shares of our Class B common stock held by our sponsor, with 500,000 of such shares to be transferred to the Third-Party SAC Investors promptly upon consummation of the First Extension, and an additional 166,666 shares to be transferred to the Third-Party SAC Investors monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of SAC elects to further extend the deadline to consummate an initial business combination at or prior to such date, in each case, if the Third-Party SAC Investors continue to hold such Non-Redeemed Shares through the First Extension Special Meeting.
−Removed: In connection with the First Extension Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of our amended and restated certificate of incorporation, our sponsor converted 4,200,000 shares of our Class B common stock held by it on a one-for-one basis into shares of our Class A common stock (the “Conversion”).
−Removed: After giving effect to the Conversion, SAC had an aggregate of 27,200,000 shares of our Class A common stock issued and outstanding, comprised of 4,200,000 shares held by our sponsor and not subject to possible redemption and 23,000,000 shares of our Class A common stock subject to possible redemption, and 1,550,000 shares of our Class B common stock issued and outstanding.
−Removed: In connection with the First Extension Special Meeting, the holders of 18,849,935 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197.7 million, resulting in 4,150,065 shares of our Class A common stock issued and outstanding and subject to possible redemption.
−Removed: The trustee processed the redemptions and withdrew the $197.7 million payable to the holders redeeming 18,849,935 shares of our Class A common stock on July 7, 2023.
−Removed: The board of directors of SAC approved six monthly extensions to extend the time SAC had to consummate an initial business combination from September 14, 2023 to March 14, 2024.
−Removed: In connection with each of the six monthly extensions, our sponsor transferred 166,666 shares of our Class B common stock held by our sponsor to the Third-Party SAC Investors in accordance with the Non-Redemption Agreements.
−Removed: On March 14, 2024, SAC held a special meeting of stockholders (the “Second Extension Special Meeting”) and obtained approval to further amend our amended and restated certificate of incorporation to extend the time that SAC has to consummate its initial business combination from March 14, 2024 to December 14, 2024.
−Removed: In connection with the Second Extension Special Meeting,
−Removed: the holders of 2,986,952 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32.2 million, resulting in 1,163,113 shares of our Class A common stock issued and outstanding and subject to possible redemption.
−Removed: On March 21, 2024, SAC received correspondence from the staff of NYSE Regulation of the New York Stock Exchange (“NYSE”) indicating that the staff has determined to commence proceedings to delist our Class A common stock, SAC Public Warrants and SAC Units, because SAC had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares over a consecutive 30 trading day period of at least $40 million.
−Removed: On April 8, 2024, the NYSE filed a Form 25 to delist our Class A common stock, SAC Public Warrants and SAC Units, and to remove such securities from registration under Section 12(b) of the Exchange Act.
−Removed: The delisting became effective ten days after the filing of the Form 25, and the deregistration became effective 90 days after the Form 25 filing.
−Removed: Our Class A common stock, SAC Public Warrants and SAC Units remain registered under Section 12(g) of the Exchange Act, and began trading on the OTC Pink Marketplace on or about March 22, 2024 under the ticker symbols “PORT,” “PORTW” and “PORTU,” respectively.
−Removed: On October 2, 2024, SAC filed a definitive proxy statement (the “Original Third Extension Proxy Statement”) with respect to a special meeting of stockholders (the “Third Extension Special Meeting”) to obtain the approval of SAC’s stockholders to further amend our amended and restated certificate of incorporation to extend the time by which SAC must consummate its initial business combination from December 14, 2024 to September 30, 2025 (the “Third Extension Amendment Proposal”).
−Removed: On October 11, 2024, SAC received a redemption report from Continental Stock Transfer & Trust Company (“Continental” or the “Trustee”) indicating that, as of October 11, 2024, the holders of 985,170 shares of our Class A common stock had properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share.
−Removed: On October 14, 2024, SAC determined to postpone the Third Extension Special Meeting originally scheduled for October 15, 2024, to October 22, 2024, to allow additional time for SAC to engage with its stockholders and solicit redemption reversals.
−Removed: On October 21, 2024, SAC cancelled the Third Extension Special Meeting and announced that it intended to file an amendment to the definitive proxy statement to reflect the addition of a new proposal to further amend our amended and restated certificate of incorporation to eliminate the limitation that SAC may not redeem its outstanding shares of our Class A common stock to the extent that such redemption would result in SAC having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001, in order to allow SAC to redeem such shares irrespective of whether such redemption would exceed this limitation (the “Redemption Limitation Amendment Proposal”).
−Removed: Accordingly, the redemptions indicated on the October 11, 2024 redemption report from Continental in connection with the Third Extension Special Meeting were not processed.
−Removed: On October 29, 2024, SAC filed an amendment to the Original Third Extension Proxy Statement that amended and restated the Original Third Extension Proxy Statement to:
−Removed: (1) reschedule the Third Extension Special Meeting originally scheduled for October 15, 2024, and postponed to October 22, 2024, to November 13, 2024 and (2) reflect the addition of the Redemption Limitation Amendment Proposal.
−Removed: On November 13, 2024, SAC held the Third Extension Special Meeting and obtained approval of SAC’s stockholders of the Third Extension Amendment Proposal and the Redemption Limitation Amendment Proposal.
−Removed: In connection with the Third Extension Special Meeting, the holders of 1,125,126 shares of our Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $12.5 million, resulting in 37,987 shares of our Class A common stock issued and outstanding and subject to possible redemption.
−Removed: Accordingly, following such redemptions, there were 4,237,987 shares of our Class A common stock issued and outstanding (including 37,987 shares of our Class A common stock subject to possible redemption) and approximately $423.5 thousand held in the Trust Account.
−Removed: On January 15, 2025, certain of the Third-Party SAC Investors transferred an aggregate of 262,502 shares of our Class B common stock back to our sponsor for no additional consideration in connection with the liquidation of certain of such investors’ investment vehicles.
−Removed: Accordingly, as of the date of this joint proxy statement/prospectus, our sponsor holds 4,200,000 shares of our Class A common stock, 312,506 shares of our Class B common stock and 11,700,000 SAC Private Placement Warrants.
−Removed: Proposed Business Combination
−Removed: On September 11, 2024, SAC entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among SAC, Merger Sub, and Angel Studios.
−Removed: The Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, (i) at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended, Merger Sub will merge with and into Angel Studios, with Angel Studios continuing as the surviving corporation and a wholly owned subsidiary of SAC (the “Business Combination”);
−Removed: (ii) at the Closing, all of the outstanding capital stock of Angel Studios (other than shares subject to Angel Studios options, shares held in treasury and any dissenting shares) will be converted into the right to receive shares of our common stock, in an aggregate amount equal to (x) $1,500,000,000 plus the aggregate gross proceeds of any capital raised by Angel Studios prior to the Closing, divided by (y) $10.00;
−Removed: (iii) at the Closing, all of the outstanding options to acquire capital stock of Angel Studios will be converted into comparable options to acquire shares of our common stock (subject to appropriate adjustments to the number of shares of our common stock underlying such options and the exercise price of such options);
−Removed: (iv) subject to the approval of the holders of SAC Public Warrants, SAC will amend its public warrants so that, immediately prior to the Closing, each of the issued and outstanding public warrants automatically will convert into 0.1 newly issued share of our Class A common stock and such warrants will cease to be outstanding;
−Removed: and (v) at the Closing, SAC will be renamed “Angel Studios, Inc.”
−Removed: For additional information about the Merger Agreement and the related agreements and transactions, please see the Registration Statement on Form S-4 initially by SAC with the U.S.
−Removed: Securities and Exchange Commission (the “SEC”) on November 12, 2024, as amended.
−Removed: As of December 31, 2024, we had not yet commenced any operations.
−Removed: All activity from inception through December 31, 2024 relates to our formation, our IPO and our pursuit of a target company with which to effect our initial business combination.
−Removed: The Company has selected December 31 as its fiscal year end.
−Removed: Our sponsor, Southport Acquisition Sponsor LLC, is a Delaware limited liability company that is owned by Jeb Spencer, our Chief Executive Officer, and other investors, including certain of our directors.
−Removed: Our sponsor is controlled by Mr.
−Removed: Spencer and Mr.
−Removed: Jared Stone, the Chairman of our board of directors.
−Removed: Acquisition Criteria
−Removed: The maturity and judgment of our management team will guide our acquisition process.
−Removed: If the Business Combination is not consummated, when evaluating candidate companies, we expect to use the following non-exclusive guidelines and characteristics for determining opportunities:
−Removed: Competitive Advantage
−Removed: We will look for mission-critical companies with leading position, technology and product capability.
−Removed: Our focus will be on businesses whose products or services are differentiated which creates strong barriers to entry and opportunity to create value by implementing best practices.
−Removed: We will opportunistically pursue a business with proven technology and market acceptance and that can be scaled for additional growth in the future.
−Removed: Promising Financial Model
−Removed: We expect to target a business that has historically been an efficient, leading provider of Software-as-a-Service (“SaaS”) technologies.
−Removed: We will look to invest in companies that we believe have a large market opportunity for growth over the next five years driven by a differentiated strategy and a defensible competitive advantage.
−Removed: Experienced Management Team
−Removed: Our team has an accomplished track record and deep understanding of the financial software industry.
−Removed: We believe our management team’s multifaceted expertise in assessing a target’s technology and potential will be an advantage in this industry.
−Removed: We intend to seek a business whose performance we believe we can improve by leveraging our transactional, financial, managerial and
−Removed: investment experience, as well as our extensive networks and insights.
−Removed: We believe our management team has the right skills and capabilities to enhance a target’s results and consolidate its competitive positions in its sectors.
−Removed: Favorable Competitive Environment in an Attractive Growing Market
−Removed: We will seek companies operating in growing industries with favorable dynamics and potential for consolidation.
−Removed: While we will target businesses with large markets with the potential to grow substantially through organic means, we will prioritize those targets that have platform opportunities to expand their addressable markets.
−Removed: By targeting strategic, product, customer segment and technology acquisitions, we expect our potential target business will be positioned to use its public currency and cash position to ideally generate accretive transactions that benefit shareholders.
−Removed: Attractive Terms
−Removed: We intend to focus on a target business that gives our investors access to market-leading technologies, exceptional management and a large market opportunity at an attractive price.
−Removed: We believe an initial business combination with us would offer private companies seeking access to the public markets and liquidity for their investors and shareholders an attractive alternative to a traditional initial public offering.
−Removed: By focusing on a partnership with the potential to achieve attractive risk-adjusted returns, we believe we have the potential to be a preferred partner for leading financial software companies.
−Removed: These guidelines and characteristics are important, but not exhaustive.
−Removed: The merits of any particular initial business combination will be based on these guidelines and characteristics, as well as other considerations that our management team may deem relevant.
−Removed: Ultimately, we believe our management team is well suited to identify and execute on acquisition opportunities that have the potential to generate attractive risk-adjusted returns for our stockholders.
−Removed: In the event that we decide to enter into our initial business combination with a target business that does not meet the above guidelines and characteristics, we will disclose the same in our stockholder communications related to our initial business combination, which, as discussed in this report, would be in the form of proxy solicitation materials or tender offer documents that we will file with the SEC.
−Removed: In addition to any potential business candidates we may identify on our own, we anticipate that other target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds, and large business enterprises seeking to divest non-core assets or divisions.
−Removed: For additional information on our evaluation of the proposed Business Combination with Angel Studios and our board of directors’ reasons for recommending such Business Combination, please refer to our Registration Statement on Form S-4, initially filed with the SEC on November 12, 2024, as amended.
−Removed: Acquisition Process
−Removed: If the Business Combination is not consummated, in evaluating a prospective target business, we expect to conduct an extensive due diligence review which will encompass, as applicable and among other things, commercial and industry due diligence, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, and a review of financial and other information about the target and its industry.
−Removed: To help facilitate this evaluation, we will rely on input from our management team, sponsor and directors, including third party diligence providers if and as necessary.
−Removed: Our amended and restated certificate of incorporation provides that our initial business combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account).
−Removed: We refer to this as the “80% of net assets test.” Our board of directors will make the determination as to the fair market value of our initial business combination.
−Removed: The fair market value of the target businesses or assets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).
−Removed: Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed.
−Removed: In addition, the application of the standards generally involves a substantial degree of judgment.
−Removed: Accordingly, investors will be relying on the business judgment of our board of directors in evaluating the fair market value of the target businesses or assets.
−Removed: The proxy solicitation
−Removed: materials or tender offer documents used by us in connection with any proposed initial business combination will provide public stockholders with our analysis of our satisfaction of the 80% of net assets test, as well as the basis for our determinations.
−Removed: If our board of directors is not able to independently determine the fair market value of the target businesses or assets, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria.
−Removed: While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of any applicable target business or asset, it may be unable to do so if the board is less familiar or experienced with such target business or asset, there is a significant amount of uncertainty as to the value of the target assets or the prospects of the target business, including if such business is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and our board determines that outside expertise would be helpful or necessary in conducting such analysis.
−Removed: Since any opinion, if obtained, would merely state that the fair market value of the target businesses or assets meets the 80% threshold, unless such opinion includes material information regarding the valuation of a target business or asset or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our stockholders.
−Removed: However, if required under applicable law, any proxy statement that we deliver to stockholders and file with the SEC in connection with a proposed initial business combination will include such opinion.
−Removed: The structure of the proposed Business Combination is described above under “Proposed Business Combination.” As in the Business Combination, we anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.
−Removed: We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business or businesses for the post-transaction company to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target or assets sufficient for it not to be required to register as an investment company under the Investment Company Act.
−Removed: Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination.
−Removed: For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target or issue a substantial number of new shares of Class A common stock to third parties in connection with financing our initial business combination.
−Removed: In this case, we would acquire a 100% controlling interest in the target.
−Removed: However, as a result of the issuance of a substantial number of new shares of Class A common stock, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares of Class A common stock subsequent to our initial business combination.
−Removed: If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.
−Removed: If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for the purposes of a tender offer or for seeking stockholder approval, as applicable.
−Removed: If our initial business combination is paid for using equity, equity-linked or debt securities or loans or not all of the funds released from the Trust Account are used for the aforementioned purposes or redemption of our public shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, for payment of principal of or interest on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
−Removed: We may seek to raise additional funds in connection with the completion of our initial business combination through an offering of equity, equity-linked or debt securities or loans, and we may effectuate our initial business combination using the proceeds of such offerings or loans rather than using the amounts held in the Trust Account.
−Removed: Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our business combination.
−Removed: In the case of our initial business combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or we decide to do so for business or other reasons, we would seek stockholder approval of such financing.
−Removed: There are no prohibitions on our ability to raise funds through an offering of equity, equity-linked or debt securities or loans in connection with our initial business combination.
−Removed: At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.
−Removed: For additional information on the terms and structure of the proposed Business Combination with Angel Studios, please refer to our Registration Statement on Form S-4, initially filed with the SEC on November 12, 2024, as amended.
−Removed: Redemption Rights for Public Stockholders upon Completion of Our Initial Business Combination
−Removed: We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account (net of permitted withdrawals for tax), divided by the number of then outstanding public shares, subject to the limitations described herein.
−Removed: At completion of our initial business combination, we will be required to purchase any public shares properly delivered for redemption and not withdrawn.
−Removed: The amount in the Trust Account is initially anticipated to be $10.20 per public share.
−Removed: However, the per-share redemption amount received by public stockholders could be less than the $10.20 per public share initially held in the Trust Account due to claims of creditors (see “Risk Factors—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by our public stockholders may be less than $10.20 per share” and other risk factors herein).
−Removed: The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
−Removed: There will be no redemption rights upon completion of our initial business combination with respect to our warrants.
−Removed: Our sponsor, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination.
−Removed: Manner of Conducting Redemptions
−Removed: The Business Combination requires the approval of our stockholders under the Merger Agreement.
−Removed: However, in the event the Business Combination is not consummated, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either:
−Removed: (1) in connection with a stockholder meeting called to approve the business combination;
−Removed: or (2) by means of a tender offer.
−Removed: The decision as to whether we will seek stockholder approval of a proposed 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 stockholder approval under applicable law or stock exchange listing requirement.
−Removed: Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval.
−Removed: If we structure a business combination transaction with a target business in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve the proposed business combination.
−Removed: We may conduct redemptions of our public shares without a stockholder vote unless stockholder approval is required by applicable law or stock exchange listing requirement, or we decide to seek stockholder approval for business or other reasons.
−Removed: If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
−Removed: ● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: ● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
−Removed: ● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
−Removed: ● file proxy materials with the SEC.
−Removed: Submission of Our Initial Business Combination to a Stockholder Vote
−Removed: As with the Business Combination, in the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.
−Removed: If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
−Removed: A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting.
−Removed: Our sponsor, directors and officers will count towards this quorum and have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination.
−Removed: These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination.
−Removed: Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
−Removed: In addition, our sponsor, directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of a business combination.
−Removed: Limitation on Redemption upon Completion of our Initial Business Combination if We Seek Stockholder Approval
−Removed: Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions of our public shares in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares, without our prior consent, which we refer to as the “Excess Shares.” We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public stockholder holding more than an aggregate of 15% of the public shares could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our affiliates at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our stockholders’ ability to redeem no more than 15% of the public shares, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our stockholders’ ability to vote all of their public shares (including Excess Shares) for or against our initial business combination.
−Removed: Redemption of Public Shares and Liquidation if No Initial Business Combination
−Removed: Our amended and restated certificate of incorporation provides that we will have only until September 30, 2025, unless an Extension Period applies, to complete our initial business combination.
−Removed: If we are unable to complete our initial business combination within such period, we will:
−Removed: (1) cease all operations, except for the purpose of winding up;
−Removed: (2) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals for tax and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law;
−Removed: and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
−Removed: There will be no redemption rights or liquidating distributions with respect to our warrants, and our warrants will expire worthless if we fail to complete our initial business combination by September 30, 2025 or during any Extension Period.
+Added: We are a media and technology company guided by a community of approximately 2.0 million grassroots Angel Guild members championing values-driven stories.
+Added: The combination of our community and our technology platform replaces the traditional Hollywood gatekeeper model with a scalable, data-informed approach to film and TV show decisions that improves with each new member and interaction.
+Added: Our community, known as the Angel Guild, is at the heart of this mission.
+Added: 1) The Angel Guild votes to select film and TV shows.
+Added: 2) The Angel Guild rallies in theaters to support film releases.
+Added: 3) The Angel Guild funds future films and TV shows with their membership.
+Added: As of December 31, 2025, through the Angel Guild, approximately 2.0 million paying members help decide what film and TV projects we will market and distribute.
+Added: Pledge to Amplify Light
+Added: All Guild members make a written pledge stating:
+Added: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely or admirable.”
+Added: Our Technology and Artificial Intelligence
+Added: Technology Platform
+Added: Our proprietary technology platform powers the Angel Guild experience and our film and TV show selection, marketing, distribution, and streaming operations.
+Added: The Angel App is available across iOS, Android, Roku, Fire TV, Samsung Smart TV, Apple TV, and Apple Vision Pro.
+Added: Key technology components include:
+Added: Guild Score Engine.
+Added: Our proprietary algorithm aggregates member voting signals to generate a guild score (the “Guild Score”) for each film or TV show submission.
+Added: Only submissions that achieve a Guild Score above our established acceptance threshold are approved through the voting process.
+Added: This threshold reflects our community’s collective assessment that the film or TV show amplifies light and demonstrates strong audience appeal.
+Added: The Guild Score system processes input from our growing membership base, and we believe its predictive accuracy improves as our community scales.
+Added: Film and TV Show Discovery and Recommendations.
+Added: We use AI and data-driven systems within the Angel App to match films and TV shows to member preferences based on viewing behavior, voting patterns, and engagement signals.
+Added: During 2025, the integration of AI into our discovery and recommendation processes helped contribute to an increase in member view hours.
+Added: Audience Intelligence.
+Added: The behavioral data generated by our approximately 2.0 million members represents a proprietary dataset of values-driven entertainment preferences that we believe is differentiated in our industry.
+Added: We use this data to inform greenlight decisions, marketing strategy, theatrical release planning, and film and TV show acquisition priorities.
+Added: We believe our technology platform creates a compounding advantage:
+Added: each new member generates signals that improve our film and TV show selection and recommendation accuracy, thereby increasing member satisfaction and retention, leading to higher revenues which fund additional films and TV shows, and ultimately attracting new members to the platform.
+Added: Artificial Intelligence in Our Operations
+Added: We utilize and integrate artificial intelligence tools and techniques throughout the Company.
+Added: Our engineering teams use AI-assisted development tools to accelerate software delivery, which has enabled us to deliver complex, multi-platform projects on timelines that would not have been achievable previously.
+Added: Beyond engineering, we are deploying AI tools in media operations, where AI-assisted workflows have helped reduce media file preparation time;
+Added: in data analysis, where AI has improved the speed and capacity of our analytical capabilities;
+Added: and in film and TV show
+Added: acquisition, where we are building tools to identify and evaluate potential partnerships.
+Added: We have also integrated AI capabilities into our member support systems to improve response quality and resolution speed.
+Added: Our approach to artificial intelligence is guided by principles focused on accelerating human work, creativity, and judgment in service of our mission;
+Added: strengthening relationships within the Angel community;
+Added: and safeguarding personal information.
+Added: We plan to continue expanding our use of AI across the organization and believe that our ability to adopt and deploy AI tools rapidly provides a meaningful operational advantage.
+Added: Our Competitive Advantages
+Added: We believe our competitive position is strengthened by several factors that are difficult to replicate:
+Added: Community Data Moat
+Added: Our Angel Guild community of approximately 2.0 million members generates a proprietary dataset of film and TV show preferences, voting patterns, viewing behavior, and engagement signals.
+Added: We believe this dataset—the scale and specificity of which we are not aware of any competitor possessing for values-driven entertainment—enables us to make film and TV show selection, marketing, and distribution decisions with greater confidence and efficiency than traditional approaches.
+Added: AI-Accelerated Operations
+Added: Our adoption of artificial intelligence across engineering, film and TV show operations, and business functions enables us to develop technology, prepare films and TV shows for distribution, including tools for preparation, quality assurance, digital rights management, and production workflow efficiency (“Film and TV Show Technology”), and respond to market opportunities at a pace that we believe exceeds what our organization could achieve through traditional methods.
+Added: We intend to continue expanding AI adoption across the company.
+Added: Trust and Curation
+Added: As AI technologies increasingly help audiences discover films and TV shows, we believe the most powerful entertainment experiences come from combining intelligent technology with trusted human communities.
+Added: Our community-curated, values-driven model works alongside emerging technologies to help audiences navigate an expanding world of content with confidence.
+Added: Guided by our Guild members’ pledge to select films and TV shows that are “true, honest, noble, just, authentic, lovely or admirable,” we bring a human perspective that enriches and complements AI-powered discovery.
+Added: We were founded in 2013 by our Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.
+Added: We were originally named VidAngel but we were renamed Angel Studios, Inc.
+Added: in March 2021.
+Added: Business Plan
+Added: We are a community-driven media company that uses technology to empower audiences to decide which stories get produced and distributed, while creating communities around each project.
+Added: Filmmakers pitch projects to the Angel Guild, which include individuals from all over the world, to find stories and filmmakers that amplify light.
+Added: After projects pass the Angel Guild, investors in Angel Studios (“Angel Investors”) are given the opportunity to fund the projects they are most excited to see, via the Angel Funding Portal discussed below.
+Added: Post-production, films and TV shows are delivered directly to viewers and grow as fans share with others.
+Added: Our distribution clients utilize the services of VAS Portal, LLC d/b/a Angel Funding (“VAS Portal”), an SEC registered Funding Portal (SEC File No.
+Added: 7-165) and a member of the Financial Industry Regulation Authority (“FINRA”), to facilitate crowdfunding of their projects by Angel Investors via what we refer to as the “Angel Funding Portal.” VAS Portal and the Angel Funding Portal are operated independently and currently offer crowdfunding opportunities exclusively to Angel Investors.
+Added: VAS Portal was originally founded as a wholly owned subsidiary of Angel Studios, but was sold in 2019 to Harmon Ventures, LLC (an entity indirectly owned by our Chief Executive Officer, Mr.
+Added: Neal Harmon, and two of his brothers, Messrs.
+Added: Jeffrey Harmon and Daniel Harmon) (“Harmon Ventures”).
+Added: As of the date of this Annual Report, Angel Studios has no ownership interest in VAS Portal.
+Added: The first project launched by us for distribution was Dry Bar Comedy.
+Added: Dry Bar Comedy is currently one of the largest collections of clean stand-up comedy in the world with over five billion views, including social media.
+Added: Shortly thereafter, we entered into a consulting and coordination agreement with The Chosen, Inc.
+Added: (f/k/a The Chosen, LLC) (“The Chosen”) to produce a new type of TV series where each season is funded by the audience.
+Added: As part of the agreement, we (i) provided The Chosen with certain consultation and advice related to The Chosen’s crowdfunding offering, (ii) designed and built a technological platform for The Chosen to facilitate its crowdfunding offering and (iii) provided various public relations and marketing and advertising services for The Chosen.
+Added: The series “The Chosen” went on to become one of the largest equity crowdfunded media projects of all time, amassing an audience of more than one hundred million.
+Added: On October 18, 2022, we entered into an agreement with the Chosen under which we were granted a limited license to distribute, solely on the Angel App, all previous and future episodes and seasons of the series “The Chosen,” and any future audiovisual productions derivative thereof (the “Chosen Agreement”).
+Added: On April 4, 2023, The Chosen initiated a private binding arbitration against us alleging certain material breaches of contract under the Chosen Agreement, seeking to terminate the Chosen Agreement.
+Added: On May 28, 2024, the arbitrator in the arbitration proceedings issued an interim arbitration award (the “Interim Arbitration Award”) granting The Chosen’s breach of contract claims and terminating the Chosen Agreement effective as of May 28, 2024.
+Added: On September 25, 2024, the final award (the “Final Arbitration Award”) was issued, which remained consistent with the Interim Arbitration Award and granted a portion of The Chosen’s costs and fees.
+Added: On October 25, 2024, we filed an appeal of the Award with an appellate panel of arbitrators (the “Panel”), as permitted under the arbitration provision of the Chosen Agreement.
+Added: On June 13, 2025, the Panel upheld the Award, and we intend to comply with its terms, including with respect to the termination of the Chosen Agreement effective as of May 28, 2024.
+Added: On July 11, 2025, we entered into a settlement and release agreement with The Chosen for dismissal and mutual release of all pending matters.
+Added: We settled all pending claims and liabilities as part of the award in July 2025.
+Added: For more information, see “ Part I, Item 3.
+Added: Legal Proceedings—The Chosen Arbitration.”
+Added: Building on our early successes, we launched several new initiatives that focus on films and TV shows in markets currently underserved by the traditional studio system.
+Added: During 2023, we launched a new theatrical division and released “His Only Son,” which debuted at #3 in the U.S.
+Added: box office according to distributor data provided to TheNumbers.com.
+Added: On July 4, 2023, we released “Sound of Freedom,” which debuted at #1 in the U.S.
+Added: box office according to distributor data provided to TheNumbers.com.
+Added: Our innovative theatrical strategy combines the power of the Angel Guild’s predictive capabilities in identifying movies that we believe deserve a theatrical release with the efficiency of crowdfunding the prints and advertising (“P&A”) funds needed to market the film.
+Added: In addition, using our self-developed and controlled “Theatrical Pay it Forward” technology, we are able to offer a community-based in-person cinema experience whereby, after experiencing a film in the theater, people have the opportunity to share that experience with others by purchasing tickets, through the Angel App or on our website, for those who would not otherwise watch the film at a theater.
+Added: The Theatrical Pay it Forward technology combines standard payment processing technology with a streamlined redemption process that allows recipients of the Theatrical Pay it Forward tickets to select a theater and showtime of their choosing for the respective film.
+Added: Not all of our films or TV shows launch theatrically.
+Added: We consider multiple different distribution strategies for our films and TV shows, including licensing of the content across a wide range of global distribution platforms and networks that include transactional video on demand, electronic sell thru, subscription video on demand (“SVOD”), ad-supported video on demand and free video on demand.
+Added: We also make our content available through our own streaming service via the Angel App or on our website (www.angel.com).
+Added: The Angel App is available to download for free from the Google Play Store on Android mobile devices, Google TV devices and Android TV devices, from the Apple App Store on iOS mobile devices, from Roku TV, from the Fire TV Channels Store on Fire TV and from Samsung Smart TV.
+Added: While most content can be watched for free on the Angel App, members of the Angel Guild are provided with early access to most of the content that we distribute.
+Added: We are regularly testing, introducing and building new and exciting community-based features to help us achieve the goal of finding and sharing stories with the world that amplify light.
+Added: History of the Business
+Added: We were founded in 2013 by our Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.
+Added: Bankruptcy Proceedings
+Added: On October 18, 2017, we filed a voluntary petition for relief under the Bankruptcy Code in the Bankruptcy Court, and were reorganized under the Reorganization Plan confirmed by the Bankruptcy Court, which became effective on September 30, 2020 ( the “Reorganization Plan Effective Date”).
+Added: On November 17, 2020, the Bankruptcy Court issued a final decree closing the Bankruptcy Case.
+Added: The following is a summary of certain provisions of the Reorganization Plan (defined below) and related Disney Settlement Agreement, in relation to the unauthorized use of Copyrighted Works.
+Added: Reorganization Plan
+Added: The Reorganization Plan contemplates that:
+Added: ● We will continue as a “going concern,” thereby ensuring the greatest return to creditors and stockholders by allowing us to reorganize through continuation of our business operations and satisfaction and discharge of our debts over time.
+Added: ● Holders of all allowed claims (other than administrative expense claims and priority tax claims) will be paid in full, from funds available and required to be distributed thereto, and equity holders of Angel Studios shall retain their interests in Angel Studios.
+Added: ● Neal Harmon and Jeffrey Harmon will remain in management positions with us and agreed to refrain from engaging in competitive activities in the business of self-selected viewing for a one-year period.
+Added: Pursuant to the Disney Settlement Agreement and under the related Security Agreement (as defined in the Disney Settlement Agreement), Neal Harmon and Jeffrey Harmon pledged all their equity in Angel Studios as collateral.
+Added: If we are found to have four instances of unauthorized use of copyrighted materials in a consecutive five year period, any Studio (as defined below) may immediately commence an enforcement action against Angel Studios in the Central District of California, and both Neal Harmon and Jeffrey Harmon could lose all of their interests in Angel Studios.
+Added: ● We agree not to directly or indirectly, or facilitate any third party, to descramble, decrypt or otherwise bypass a Copyrighted Work of Disney Enterprises, Inc., Lucasfilm Ltd.
+Added: LLC, Twentieth Century Film Corporation, Warner Bros.
+Added: Entertainment Inc., MVL Film Finance, LLC, New Line Productions, Inc.
+Added: and Turner Entertainment Co.
+Added: (each individually a “Studio” and collectively, the “Studios”) or their respective affiliates, not to reproduce such a Copyrighted Work, not to stream, transmit, or publicly perform such a Copyrighted Work, and not to distribute such a Copyrighted Work.
+Added: ● We agree not to sue the Studios, and not to use resources to lobby to amend the Family Movie Act of 2005 (17 U.S.C.
+Added: § 110(11)) for a period of fourteen years following the Reorganization Plan Effective Date.
+Added: We will voluntarily dismiss our appeal of the judgment and the injunction obtained by the Studios.
+Added: ● Subject to our compliance with terms and conditions of the Reorganization Plan and related Disney Settlement Agreement, we will pay the Studios $9.9 million over fourteen years, or $7.8 million if paid within five years, (the “Settlement Amount”) without interest, provided, however, that the unpaid balance of that certain promissory note made by the Company to the Studios in the amount of $62.5 million (the “Note”) minus any paid amounts will remain outstanding for fourteen years from the Reorganization Plan Effective Date.
+Added: If, upon the expiration of fourteen years after the Reorganization Plan Effective Date, the Settlement Amount is timely paid and there is no breach or violation of the Disney Settlement Agreement that remains uncured after written notice is received and there have not been four instances of unpermitted conduct in violation of the Disney Settlement Agreement, subject to a Notice of Default (as defined in the Disney Settlement Agreement), in a consecutive five year period, then the Note shall be cancelled, and the original Note marked “Paid and Cancelled” shall be returned to us.
+Added: The Company elected to pay the entire settlement amount within the five year period and as such, as of the year ended 2025, the required Settlement Amount of $7.8 million has been fully repaid.
+Added: ● The equity holders of Angel Studios shall retain their equity interests in Angel Studios, provided however, that distributions to such equity holders shall not be made unless and until all payment obligations under the Reorganization Plan are made in full.
+Added: The foregoing summary of certain provisions of the Reorganization Plan and related Disney Settlement Agreement are not complete and are subject to and qualified in their entirety by reference to the Reorganization Plan and Disney Settlement Agreement, copies of which can be found in Angel Legacy’s Current Report on Form 1-U filed on September 15, 2020, under “Item 2.1, Exhibits,” and the terms of which are incorporated by reference herein.
+Added: Our Product and Services
+Added: We currently operate by offering and producing our own films and series, distributing original films and series, releasing licensed films or shows, consulting with filmmakers, maintaining engagement with our existing users, conducting research and development to create new intellectual property and devising new methods to monetize existing intellectual property.
+Added: We are guided by our “North Star” principle, which is to share stories with the world that amplify light.
+Added: We seek to do this by aligning our interests with those of the filmmakers and the audience and utilizing the wisdom of crowds, via the Angel Guild, to help guide decisions on which films and TV shows get selected for distribution.
+Added: Members of the Angel Guild are allowed to vote on filmmaker submissions and are asked for their feedback as to whether or not the film or TV show “amplifies light” (based on our definition above).
+Added: If the film or TV show receives a high enough score from the Angel Guild, we may then seek to enter into a licensing or distribution agreement (a “Distribution Agreement”) with the filmmaker, the terms of which are addressed below under “— Distribution and License Agreements .” The number of votes required for a film or TV show to pass the Angel Guild with statistical significance varies based on a wide variety of different factors, and is subject to change as we continue to improve and revise the voting process.
+Added: Only submissions that achieve a Guild Score above our established acceptance threshold are approved through the voting process.
+Added: This threshold reflects our community’s collective assessment that the film or TV show amplifies light and demonstrates strong audience appeal.
+Added: If algorithms related to the Guild Score are changed, they are simultaneously changed for all applicable present and future films and TV shows that go through the voting process.
+Added: Original Content
+Added: We announced the “Angel Studios” concept in December 2016 and immediately began accepting submissions for digital distribution, applications to perform comedy routines for our Dry Bar Comedy series and applications from filmmakers interested in helping us produce original films and series.
+Added: We have received thousands of inquiries and applications to partner on various projects.
+Added: As of December 31, 2025, we have exclusively licensed 137 titles for worldwide distribution, of which 101 are films (including “Sound of Freedom,” “Cabrini,” “Sound of Hope,” “Bonhoeffer,” “Homestead, ” “The King of Kings,” “The Last Rodeo,” and “David”) and 36 are television series (including “The Tuttle Twins,” “The Wingfeather Saga,” “The Wayfinders,” “Testament:
+Added: The Series,” and “Homestead”).
+Added: We have also produced and filmed 776 original comedy specials from various up-and-coming comedians as part of our Dry Bar Comedy series.
+Added: We currently film, produce and distribute all specials for our Dry Bar Comedy series from our own studio and offices in Provo, Utah.
+Added: Distribution and License Agreements
+Added: We enter into various Distribution Agreements with filmmakers and production companies related to films or TV shows in different stages of production.
+Added: Our Distribution Agreements differ from the industry norm in the fact that we do not take a distribution fee off the top.
+Added: Payouts to filmmakers on these arrangements (“Royalties”) are based on net profit of the film or show.
+Added: Net profit is generally determined to be all revenues recognized by us that are derived from the exploitation of the film or TV show, less (1) all verified out-of-pocket distribution costs and expenses incurred by us specific to the film or TV show and (2) all verifiable marketing-related costs incurred by us for or in connection with the marketing of the film or TV show.
+Added: Distribution Royalties on net profits are split between the filmmaker and us.
+Added: In addition to our original exclusive distribution licensed films and shows, we have added 86 Angel Guild license agreements for streaming films and shows to the Angel Guild in the year ended December 31, 2025, with the expectation to add approximately 3 to 4 per week throughout 2026.
+Added: We have also developed an international distribution output network with Paris Filmes in Brazil, A Contracorriente in Spain, NOS Lusomundo in Portugal, Santa Barbara Films in Colombia, Neema Media in Benelux, FilmOne in Ghana, Liberia and Nigeria, Blitz in Croatia and former Yugoslavia, ROLA in Argentina, Bolivia, Caribbean (Aruba, Dominican Republic, Jamaica), Chile, Central America (Panama, Guatemala, Honduras, El Salvador, Nicaragua, Costa Rica), Ecuador, Mexico, Peru, Paraguay and Uruguay, Kinostar in Germany, Saje Distribution in France, ADS Service in Hungary, Monolith in Poland, Empire in South Africa, Botswana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Rwanda, Swaziland, Tanzania (including Zanzibar), Uganda, Zambia and Zimbabwe, Shaw in Singapore, Skyline Entertainment in Sri Lanka, MovieCloud in Taiwan, Crystalsky in Philippines, KOVA Releasing in United Kingdom and Ireland and RIALTO in Australia and New Zealand, and Galapagos Films in Poland, with the plan to add additional output partners in the future.
+Added: Given the nature of our business, our Distribution Agreements are not material at signing, but become material over time as the audience’s interest is fully realized.
+Added: Material Distribution Agreements tied to more than $573.0 million in total global gross box office, as of December 31, 2025, include “His Only Son,” “Sound of Freedom,” “After Death,” “The Shift,” “Cabrini,” “Sight,” “Sound of Hope,” “Bonhoeffer,” “Homestead,” “Brave the Dark,” “Rule Breakers,” “The King of Kings,” “The Last Rodeo,” “Sketch,” “The Senior,” “Truth and Treason,” and “David”.
+Added: Our business does not currently generate revenue from distribution activities related to the Chosen Agreement pursuant to which we were granted a limited license to distribute, solely on the Angel App, all previous and future episodes and seasons of the series “The Chosen,” and any future audiovisual productions derivative thereof.
+Added: Theatrical Distribution
+Added: We enter into agreements with exhibitors (theater owners) whereby the exhibitor collects the ticket admission fees and retains a portion of those gross box office receipts and taxes paid at the box office.
+Added: The balance is remitted to us, as the distributor.
+Added: Theatrical distribution typically involves significant risk and high upfront marketing costs, which can cause our financial results to vary from time to time, although we do many things to help mitigate those risks, such as selling tickets directly to theaters to provide us visibility into which marketing efforts generate the most ticket sales, and by providing Angel Guild Premium members with two free movie tickets to every Angel Studios theatrical release.
+Added: We incur significant marketing and advertising costs before and throughout a theatrical release in an effort to drive public awareness of the film and increase ticket sales.
+Added: These costs are expensed as they are incurred, including in periods prior to the theatrical release of the film.
+Added: In March 2023, we launched our first motion picture theatrical release under our newly formed theatrical division, entitled “His Only Son.” The film was produced on a budget of approximately $250.0 thousand before we licensed the film for global distribution.
+Added: Upon release, the film grossed an estimated $12.0 million domestically and hit #3 in the box office on opening weekend according to TheNumbers.com.
+Added: In July 2023, we released our second film, “Sound of Freedom” in theaters.
+Added: Sound of Freedom surpassed industry expectations, earning approximately $185.0 million in gross domestic box office sales.
+Added: Sound of Freedom has subsequently been released in various international locations and has earned approximately $250.0 million in gross worldwide box office sales.
+Added: With our recent successes in theatrical distribution, we are continuing to see a large influx of filmmakers who are looking to work with us to release their films and/or TV shows into the market.
+Added: We hope to leverage these opportunities to bring more films and TV shows to audiences around the world that amplify light.
+Added: For the fiscal year ended December 31, 2025, we released 8 films theatrically and were ranked by TheNumbers.com in their annual list of top distributors as the #10 domestic distributor for 2025.
+Added: Such titles, their release patterns and gross worldwide box office sales for films released during the year ended December 31, 2025 included the following:
+Added: 2025 Theatrical Distribution
+Added: Gross Box Office Sales
+Added: Brave the Dark
+Added: January 24, 2025
+Added: Rule Breakers
+Added: March 7, 2025
+Added: The King of Kings
+Added: April 10, 2025
+Added: $83.2 million
+Added: The Last Rodeo
+Added: $15.2 million
+Added: August 6, 2025
+Added: $10.8 million
+Added: September 19, 2025
+Added: Truth & Treason
+Added: October 17, 2025
+Added: December 17, 2025
+Added: $83.9 million
+Added: For the fiscal year of 2026, we have released or expect to release films theatrically.
+Added: The current slate of films with their estimated release dates include the following:
+Added: 2026 Theatrical Distribution
+Added: Estimated Release Date
+Added: I was a Stranger
+Added: January 9, 2026
+Added: February 6, 2026
+Added: Young Washington
+Added: We operate in a highly competitive environment and compete against much larger companies for rights to talent and intellectual property, as well as for the audience to whom we distribute our content.
+Added: Theatrical distribution is an extremely competitive and potentially lucrative market for us.
+Added: We compete against much larger content providers and traditional movie studios with much bigger production and marketing budgets.
+Added: Our success depends heavily on our ability to choose the right films and TV shows to license and release in theaters, as well as effectively and efficiently marketing that content to the intended audience.
+Added: Over-the-top media services has been one of the fastest growing segments in the media and entertainment industry.
+Added: The market for video entertainment is intensely competitive and subject to rapid change.
+Added: As the industry continues to evolve, we will continue to face strong competition in every aspect of our business.
+Added: We compete against other digital content distribution platforms where customers can stream exclusive and non-exclusive content on demand.
+Added: A large portion of this competition comes from much larger companies that have resources and brand recognition that pose significant competitive challenges.
+Added: Our success depends on our ability to differentiate how we identify, fund and distribute our original content.
+Added: We compete against other entertainment video providers, such as multichannel video programming distributors, motion picture and TV studios, streaming entertainment providers (including those that provide pirated content) and more broadly against other sources of entertainment that our customers could choose in their moments of free time.
+Added: We also compete against streaming entertainment providers and content producers in obtaining content for our service.
+Added: While consumers may maintain simultaneous relationships with multiple entertainment sources, we strive for consumers to choose us in their moments of free time.
+Added: By aligning the desires of the consumer with that of the creator, we believe that the audience can play a much larger role in shaping the future of content and are working to create better ways for filmmakers to leverage the wisdom of the crowd in their creative process.
+Added: Intellectual Property
+Added: We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and similar intellectual property as important to our success.
+Added: In addition, we rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual documents, to protect our proprietary technologies.
+Added: We also seek to protect our intellectual property rights by requiring all employees and independent contractors involved in developing intellectual property on our behalf to execute acknowledgments that all intellectual property generated or conceived by them on our behalf or related to the work they perform for us is our property, and assigning to us any rights, title and interest, including intellectual property rights, they may claim or have in those works or property, to the extent allowable under applicable law.
+Added: Despite our best efforts to protect our technology and proprietary rights by enforcing our intellectual property rights, licenses and other contractual rights, unauthorized parties might still copy or otherwise obtain and use our software and other technology.
+Added: As we continue to expand our operations, effective intellectual property protection, including copyright, trademark and trade secret protection might not be available or might be limited in foreign countries.
+Added: Significant impairment of our intellectual property rights could harm our business or our ability to compete.
+Added: Further, companies in the communications and technology industries frequently own large numbers of patents, copyrights and trademarks and might threaten litigation or sue us based on alleged infringement or other violations of intellectual property laws.
+Added: We are currently subject to, and expect to face in the future, allegations that we have infringed the intellectual property rights of third parties, including our competitors and non-practicing entities.
+Added: Research and Development
+Added: During the fiscal years ended December 31, 2025, 2024 and 2023, we expensed $15.5 million, $12.8 million and $9.7 million, respectively, on research and development activities.
+Added: The increase in research and development expense in 2025 reflects our continued investment in platform technology, AI capabilities, and film and TV show delivery infrastructure.
+Added: Our research and development efforts focus on three areas:
+Added: (1) platform technology, including the Angel App, streaming infrastructure, and film and TV show delivery systems serving our base across all platforms;
+Added: (2) AI and audience analytics, including our Guild Score algorithm, AI-enhanced discovery and recommendation engine, and member analytics systems;
+Added: and (3) Film and TV Show Technology.
+Added: We intend to continue investing in AI capabilities across our engineering and operational functions, as we believe AI-accelerated development enables us to deliver technology improvements at a faster pace and lower cost than previously.
+Added: Human Capital Resources
+Added: As of December 31, 2025, we employed 290 persons full time and 21 persons part time.
+Added: None of our employees are covered by a collective bargaining agreement.
+Added: We believe we maintain a good working relationship with our employees, and we have not experienced any labor disputes.
+Added: To further our long-term stability and financial success by attracting and retaining employees, directors and consultants, our 2025 Stock Incentive Plan (the “Stock Incentive Plan”) provides for the grant to key personnel equity-based awards, with certain awards subject to performance vesting criteria.
Corporate Information
−Removed: Our offices are located at 268 Post Road, Suite 200, Fairfield, Connecticut 06824, and our telephone number is (917) 503-9722.
−Removed: The information that is or may be contained on or accessible through any website that we may maintain is not part of this report and is not incorporated herein by reference.
−Removed: We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in Current Reports on Form 8-K.
−Removed: Status as a Public Company
−Removed: We believe our structure makes us an attractive business combination partner to target businesses.
−Removed: As an existing public company, we offer target businesses an alternative to the traditional initial public offering through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination.
−Removed: In this situation, the owners of the target business would exchange their shares of stock in the target business for shares of our Class A common stock or for a combination of shares of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers.
−Removed: Although there are various costs and obligations associated with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.
−Removed: In a typical initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.
−Removed: Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring.
−Removed: Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests.
−Removed: It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
−Removed: These exemptions will be available to us for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.
−Removed: Accordingly, the reports we file with the SEC may not be comparable to those of other public companies and our stockholders may not have access to certain information they may deem important.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
−Removed: We will remain an emerging growth company until the earlier of:
−Removed: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates equals or exceeds $700 million as of the end of such fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
−Removed: References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.
−Removed: To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
−Removed: In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.
−Removed: Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates.
−Removed: Additionally, the number of blank check companies looking for business combination targets has increased significantly in recent years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations.
−Removed: Moreover, many of these competitors possess greater financial, technical, human and other resources than us.
−Removed: Our ability to acquire larger target businesses will be limited by our available financial resources.
−Removed: This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
−Removed: Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
−Removed: Any of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
−Removed: We currently maintain our executive offices at 268 Post Road, Suite 200, Fairfield, Connecticut 06824.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have one officer and do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Members of our management team are not obligated to devote any specific number of hours to our matters.
−Removed: The amount of time that any such person will devote in any time period to our Company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.
+Added: Our principal executive offices are located at 295 W Center Street, Provo, UT 84601 and our telephone number is (760) 933-8437.
+Added: Our corporate website address is www.angel.com.
+Added: While our primary business operations are conducted and overseen from our principal executive offices in the state of Utah, we have employees and independent contractors in multiple states across the country, and in select countries around the world, and our merchandise is sold from our online store to every state in the United States.
+Added: Available Information
+Added: We will file our annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law.
+Added: We intend to make available on our website, https://ir.angel.com/sec-filings/ , our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K when such Forms become available.
+Added: The SEC also maintains a website ( www.sec.gov ) that contains such information.
+Added: Our website (www.angel.com) will contain additional information about our business, but the contents of the website are not incorporated by reference in or otherwise a part of this Registration Statement.
+Added: Information about our Executive Officers
+Added: Our executive officers as of March 12, 2026 are as follows:
+Added: Chief Executive Officer, Chairman of the Board
+Added: Jeffrey Harmon*
+Added: Chief Content Officer
+Added: Jordan Harmon*
+Added: Elizabeth Ellis
+Added: Chief Operating Officer
+Added: Scott Klossner
+Added: Chief Financial Officer and Treasurer
+Added: Chief Legal Officer and Secretary
+Added: * Neal Harmon, Jeffrey Harmon and Jordan Harmon are brothers.
+Added: Neal Harmon, Chief Executive Officer and Chairman of the Board .
+Added: Neal Harmon has served as our Chief Executive Officer and Chairman of the Board since he helped co-found Angel Studios in 2013.
+Added: Since 2013, he has also been a member of Harmon Ventures, our largest stockholder and a managing member of Harmon Brothers, LLC (“HB LLC”), a marketing agency he co-founded with his brother Jeffrey in 2013, which has created viral videos for its clients including Squatty Potty, Poo-Pourri and Purple Mattress.
+Added: Prior to Angel Studios, Mr.
+Added: Neal Harmon worked for Orabrush, Inc.
+Added: (“Orabrush”) from August 2009 to August 2013, a company he co-founded, where he served in such capacities as Chief Operating Officer and as a member of the board of directors.
+Added: Since 2005, Mr.
+Added: Neal Harmon has also worked for the Neal S Harmon Company, as a consultant, entrepreneur and investor, engaging in various activities such as designing and creating a trucking logistics dashboard, to connect shippers and private fleets.
+Added: Neal Harmon received his master’s degree from Brigham Young University in Instructional Psychology and Technology in 2002, and his undergraduate degree from Brigham Young University in American Studies in 2001.
+Added: Jeffrey Harmon, Chief Content Officer .
+Added: Jeffrey Harmon co-founded Angel Studios in 2013 and has been our Chief Content Officer since January 2021.
+Added: Since 2013, he has been a member of Harmon Ventures, our largest stockholder and a managing member of HB LLC, a marketing agency he co-founded with his brother Neal in 2013.
+Added: From August 2010 to August 2013, Mr.
+Added: Jeffrey Harmon served as Chief Marketing Officer for Orabrush, a company he co-founded in 2009.
+Added: He previously served as Orabrush’s Chief Executive Officer from October 2009 to August 2010.
+Added: He is currently active with other start-up companies and concepts.
+Added: He attended Brigham Young University from 2006 to 2008, where he studied business marketing, traditional marketing, internet marketing and business administration.
+Added: He also attended Fundação Getulio Vargas in São Paulo in 2008, where he studied international business.
+Added: Jordan Harmon, President .
+Added: Jordan Harmon co-founded Angel Studios in 2013 and has been our President since June 2022.
+Added: Jordan Harmon previously served as our Head of Growth and Originals from June 2021 to July 2022 and he was also a fractional Chief Marketing Officer consultant at HB LLC, a marketing agency co-founded by his brothers Neal and Jeffrey in 2013, from October 2020 to July 2022.
+Added: From September 2017 to January 2021, Mr.
+Added: Jordan Harmon served as co-founder and Head of Marketing at Cove, a home security company.
+Added: At Cove, he was directly responsible for the marketing initiatives that helped Cove grow into a $100.0 million business in four years.
+Added: Jordan Harmon earned a B.S.
+Added: in Web Development and Design from Brigham Young University–Idaho.
+Added: Elizabeth Ellis, Chief of Operations .
+Added: Ellis has been our Chief of Operations since May 2015.
+Added: Her duties include overseeing all operating, distribution, domestic and international operations, public relations and human resources.
+Added: Prior to joining Angel Studios, Ms.
+Added: Ellis was the Director of Human Relations and Office Manager at Orabrush from September 2009 to May 2015, where she oversaw personnel and was responsible for various operational tasks.
+Added: She is an ICF Professional Certified Coach and a Gallup-Certified Strengths Coach.
+Added: Ellis holds an International Relations B.S.
+Added: from Brigham Young University.
+Added: Scott Klossner, Chief Financial Officer and Treasurer .
+Added: Scott Klossner has been our Chief Financial Officer since June 2025.
+Added: Klossner brings over 35 years of financial and operational experience to us.
+Added: Klossner’s experience spans public offerings, private placements, Sarbanes-Oxley compliance, mergers and acquisitions, institutional negotiations, strategic growth and planning, productivity enhancement and team building.
+Added: Prior to joining us, Mr.
+Added: Klossner served as the Chief Financial Officer of Field Nation, a marketplace for skilled technicians, since 2024.
+Added: Prior to Field Nation, Mr.
+Added: Klossner served as Chief Financial Officer and a member of the board of directors at Mercato Partners Acquisition Corporation (NASDAQ:
+Added: MPRA), which merged with Nuvini Ltd.
+Added: NVNI) in September 2023.
+Added: Klossner continues to serve on the board of directors of Nuvini Ltd.
+Added: Previous to that Mr.
+Added: Klossner served as the Chief Financial Officer of Kount Inc., an industry leading digital fraud protection software-as-a-service company, which was acquired by Equifax Inc.
+Added: EFX) in February 2021.
+Added: Prior to Kount, Mr.
+Added: Klossner served as the Chief Financial Officer for several fast-growing companies, including online retailer Backcountry.com, which was acquired in 2007 by Liberty Media Corporation (NASDAQ:
+Added: Klossner received his B.S.
+Added: in finance from the University of Utah and an MBA from the University of Southern California.
+Added: Glen Nickle, Chief Legal Officer and Secretary.
+Added: Glen Nickle has been our Chief Legal Officer and Secretary since April 2025.
+Added: Nickle brings more than 30 years of legal and executive leadership experience across both public and private companies.
+Added: Prior to joining us, Mr.
+Added: Nickle was Chief Legal Officer and Corporate Secretary of Beyond, Inc.
+Added: (formerly Overstock.com , Inc.), where he led the company’s legal, M&A, securities, litigation, and corporate governance functions.
+Added: Nickle previously held senior legal roles at iFIT Health & Fitness Inc., supporting the company’s growth and strategic initiatives.
+Added: Nickle holds a Juris Doctor, a Master of Accountancy, and a Bachelor of Science from Brigham Young University, and is an active member of the Utah State Bar.
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