Item 5. Other Information
Item 5. Other Information
5(a):
None.
5(b):
None.
5(c):
During the three months ended June 30, 2026, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
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Item 6. Exhibits
Exhibit
Number
Exhibit Description
2.1
Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2025 as amended on June 29, 2026, by and among Angel Studios, Inc., Angel TCP Merger Sub, LLC, Toothy Cow Productions, LLC and Shining Isle Productions LLC (incorporated by reference to Exhibit 2.3 of the Company’s Registration Statement on Form S-4).
2.2
Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2025 as amended on June 29, 2026, by and among Angel Studios, Inc., Angel Tuttle Merger Sub, LLC, Tuttle Twins Show, LLC and Daniel Harmon (incorporated by reference to Exhibit 2.4 of the Company’s Registration Statement on Form S-4).
3.1
Third Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-41150) filed on June 18, 2026).
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-290281) filed on September 16, 2025).
10.1
Underwriting Agreement dated April 10, 2026, between the Company and Roth Capital Partners, LLC, as representative of the several underwriters named therein, incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed on April 13, 2026 .
10.2
Form of TCP Key Operator Stock Restriction Agreement with Shining Isle Productions (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4).
10.3
Form of TCP Key Operator Stock Restriction Agreement with Brock Starnes and Garrett Taylor, respectively (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4).
31.1*
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following materials are filed herewith: (i) Inline XBRL Instance, (ii) Inline XBRL Taxonomy Extension Schema, (iii) Inline XBRL Taxonomy Extension Calculation, (iv) XBRL Taxonomy Extension Labels, (v) XBRL Taxonomy Extension Presentation, and (vi) Inline XBRL Taxonomy Extension Definition.
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
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*Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ANGEL STUDIOS, INC.
DATE: August 4, 2026
/s/ Neal Harmon
Neal Harmon
Chief Executive Officer
(Principal Executive Officer)
DATE: August 4, 2026
/s/ Scott Klossner
Scott Klossner
Chief Financial Officer
(Principal Financial Officer, Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.