Membership and Community Engagement - The Angel Guild has approximately 2.0 million paying members who influence film and TV project decisions [32]. - The proprietary Guild Score algorithm processes member voting signals to determine project approval, improving predictive accuracy as membership grows [33]. - The Angel Guild's community data provides a unique dataset for making informed decisions on film and TV show selections [42]. - The Angel Guild's model combines technology with community curation, enhancing audience trust in content discovery [44]. - The company aims to attract and retain customers by providing compelling content choices and quality experiences, which are critical for maintaining and growing its customer base [102]. Technology and AI Integration - AI integration in the Angel App has contributed to an increase in member view hours during 2025 [34]. - AI tools are utilized across various operations, improving efficiency in software delivery and media file preparation [37][40]. - The company is expanding its use of artificial intelligence tools in operations, which introduces risks such as potential errors and regulatory changes affecting AI use in content creation [163]. - The company acknowledges that advances in generative artificial intelligence could lower barriers for new competitors in film and TV production, impacting its market position [162]. - The company has implemented quality review processes to manage risks associated with AI tools, although these measures may not prevent all adverse outcomes [163]. Film and Distribution Performance - The company launched "His Only Son," which debuted at 3 in the U.S. box office, and "Sound of Freedom," which debuted at 1, showcasing its innovative theatrical strategy [50]. - The film "Sound of Freedom" grossed approximately $185.0 million in domestic box office sales and around $250.0 million in worldwide box office sales [73]. - For the fiscal year ended December 31, 2025, the company released 8 films theatrically, achieving a gross worldwide box office sales of $4.5 million for "Brave the Dark" and $83.9 million for "David" among others [75]. - As of December 31, 2025, the company has exclusively licensed 137 titles for worldwide distribution, including 101 films and 36 television series [63]. - The company aims to leverage recent successes in theatrical distribution to attract more filmmakers for future projects [74]. Financial Performance and Challenges - The company recorded a net loss attributable to controlling interests of $170.5 million in fiscal 2025, compared to a net loss of $88.3 million in fiscal 2024, and a net income of $13.4 million in fiscal 2023 [101]. - The company has a history of net losses, with net income of $17.1 million in fiscal 2021 and $15.6 thousand in fiscal 2020, indicating inconsistent profitability [101]. - The company utilized cash in operating activities of approximately $83.3 million during the year ended December 31, 2025 [195]. - The company may seek additional capital through equity or debt securities, which could result in stockholder dilution [140]. - The company’s future financial performance may differ materially from forecasts due to the dynamic nature of its business [154]. Legal and Regulatory Risks - The company faces potential liability for content it acquires and distributes, which could lead to unforeseen costs and legal challenges [115]. - In 2019, the California Court found the company liable for copyright infringement and DMCA violations, resulting in damages totaling $62.0 million [116]. - The company incurred over $5.0 million in legal fees related to the Disney Litigation and subsequently filed for Chapter 11 bankruptcy in 2017 [116]. - The company is required to pay $9.9 million over fourteen years in fifty-six equal quarterly payments of $177.0 thousand, with an option to reduce the payment to $7.8 million by paying off the loan in three to five years [156]. - The company must comply with the Disney Settlement Agreement, which includes certifying that no copyrighted works are stored on its servers, to avoid enforcement actions [158]. Market Competition and Strategy - The company faces significant competition in the entertainment video market, with the potential for rapid changes in consumer preferences and the threat of piracy impacting its business [109]. - The company must continue to enhance and improve its technology to remain competitive in the rapidly changing video industry [105]. - The company has divested from its previous content filtering business and now focuses on producing and distributing original content, consulting with filmmakers, and monetizing intellectual property [98]. - The company relies on a broad mix of marketing and public relations programs, including social media, to promote its service, which could be adversely affected by changes in marketing channels [112]. - The company faces potential liability for content used in marketing materials, which could result in costly litigation and harm operating results [117]. Bitcoin and Digital Assets - The company's bitcoin holdings have significantly impacted its financial results, and increasing these holdings will further affect financial outcomes and the market price of its Common Stock [168]. - Bitcoin has traded between $77,000 and $126,000 during 2025, highlighting its volatility and potential for significant price fluctuations [166]. - The company’s bitcoin treasury strategy has not been tested over extended periods or under varying market conditions, which poses risks to financial stability [169]. - The company is subject to counterparty risks related to custodians of its bitcoin holdings, which could affect ownership rights and access to assets in case of custodian insolvency [170]. - Changes in the trading price of bitcoin could lead to increased volatility in financial results, as the company measures bitcoin at fair value and recognizes gains and losses in net income [172]. Cybersecurity and Operational Risks - The company has implemented structured processes to evaluate and mitigate cybersecurity risks, ensuring the confidentiality and integrity of its information systems [215]. - The company has not experienced a material cybersecurity incident to date, but acknowledges that future incidents could have a material effect on operations [220]. - The company maintains an enterprise information security program that includes security governance, access control, and incident response [218]. - The company is reliant on third-party cloud computing services for the majority of its operations, making it vulnerable to disruptions from these providers [123]. - Significant marketing and advertising costs are incurred before and during theatrical releases, which can lead to financial losses prior to profitability [118].

Revenue Growth - Fourth quarter revenue reached $109.9 million, a growth of 254.3% year-over-year compared to $31.0 million in Q4 2024[2] - For the full year 2025, revenue increased 233.2% to $321.6 million, up from $96.5 million in 2024[2] - The Angel Guild, the company's recurring revenue stream, represented 65.2% of total revenues for 2025, with a year-over-year growth of 488.3%[2] - Total revenue for the year ended December 31, 2025, was $321,558,306, a significant increase from $96,516,439 in 2024, representing a growth of approximately 233%[21] Membership and Engagement - Guild Membership grew to 2.2 million by the end of Q4 2025, up from approximately 550,000 at the end of Q4 2024[2] - The trailing twelve-month Average Revenue Per Member (ARPM) was $13.67 for Q4 2025, slightly down from $13.70 in Q3 2025[2] Financial Performance - Net loss for Q4 2025 was $78.6 million, or ($0.47) per share, compared to a net loss of $37.2 million, or ($0.26) per share, in Q4 2024[8] - Operating loss for the year ended December 31, 2025, was $(164,108,478), compared to $(86,719,551) in 2024, indicating a deterioration in operational performance[21] - Net loss attributable to controlling interests for 2025 was $(170,478,642), compared to $(88,273,377) in 2024, reflecting an increase in losses of approximately 93%[21] Cash and Liquidity - As of December 31, 2025, cash and cash equivalents were $44.1 million, up from $7.2 million at the end of 2024[9] - Cash and cash equivalents at the end of the period increased to $44,083,233 in 2025 from $7,211,826 in 2024, marking a substantial improvement in liquidity[23] - The company reported a net cash used in operating activities of $(83,331,965) for 2025, compared to $(51,296,510) in 2024, indicating increased cash outflows[23] Operating Expenses - Total operating expenses for 2025 were $485,666,784, up from $183,235,990 in 2024, which is an increase of approximately 165%[21] - The company incurred $120,599,366 in selling and marketing expenses for the year ended December 31, 2025, compared to $92,916,888 in 2024, reflecting a 30% increase[21] - Research and development expenses for 2025 were $15,527,749, up from $12,842,710 in 2024, indicating a focus on innovation and product development[21] Future Outlook - The company anticipates a narrowed Adjusted EBITDA loss of less than $25 million for the full year 2026[10] - The company plans to double its streaming library by adding 200 films and over 500 television episodes and specials[2] Share Dilution - The weighted average common shares outstanding for basic shares increased to 168,730,423 in 2025 from 144,077,725 in 2024, reflecting an increase in share dilution[21] Digital Assets - The company reported a net gain on digital assets of $1,792,728 in 2025, contrasting with a loss of $(1,683,946) in 2024, showing a positive turnaround in this area[23] Gross Margin - Gross Margin for Q4 2025 was 60%, compared to 58% in Q4 2024[6]

As filed with the Securities and Exchange Commission on November 26, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Studios, Inc. (Exact name of registrant as specified in its charter) Identification Number) Angel Studios, Inc. 295 W Center Street Provo, Utah 84601 (760) 933-8437 (Address, including zip code, and telephone number, including a ...

As filed with the Securities and Exchange Commission on November 26, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Studios, Inc. (Exact name of registrant as specified in its charter) Delaware 7812 86-3483780 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employ ...

Financial Performance - Revenues for the three months ended September 30, 2025, reached $76,542,482, a 280% increase from $20,121,166 in the same period in 2024 [195]. - For the nine months ended September 30, 2025, total revenues were $211,624,538, a 223% increase from $65,485,798 in the prior year [204]. - Total revenue for the nine months ended September 30, 2025, was $211.6 million, a 223% increase from $65.5 million in 2024 [205]. - Angel Guild revenue surged to $59,225,827, up 556% from $9,028,572, driven by an increase in memberships from 0.3 million to 1.6 million [196]. - Angel Guild revenue surged by $119.5 million, growing from 0.3 million to 1.6 million paying members, representing a 562% increase [205]. - Theatrical revenue increased by $27.9 million due to more theatrical box office releases in 2025, totaling $45.8 million [205]. Expenses and Losses - Cost of revenues increased to $34,333,955, a 323% rise from $8,107,950, primarily due to higher membership-related costs and royalties [198]. - Selling and marketing expenses rose to $64,683,558, a 290% increase from $16,602,045, largely due to promotional efforts for the Angel Guild and theatrical releases [199]. - Operating loss for the three months ended September 30, 2025, was $(38,090,870), compared to $(15,144,331) in the same period in 2024, reflecting a 152% increase in losses [195]. - The net loss for the nine months ended September 30, 2025, was $(91,874,332), compared to $(51,269,476) in the same period in 2024, representing a 79% increase in losses [204]. - Total cost of revenues rose to $81.1 million, a 159% increase from $31.3 million in 2024, driven by higher Angel Guild memberships and associated transaction fees [206]. - Selling and marketing expenses reached $176.7 million, a 222% increase from $54.9 million in 2024, primarily due to increased promotional activities for Angel Guild [207]. Membership and User Engagement - As of September 30, 2025, Angel Studios has approximately 1.6 million paying members from over 160 countries through the Angel Guild [161]. - The Angel Guild membership grew to approximately 1.6 million by September 30, 2025, accounting for 66.5% of total revenue, up from 0.6 million members and 32.5% of total revenue in 2024 [221]. - The average revenue per Angel Guild member for the nine months ended September 30, 2025, was $13.70 per month [221]. - Total installs of the Angel Mobile and TV App reached 100,245,157 as of September 30, 2025, up from 59,877,979 installs as of December 31, 2024 [222]. Financing and Capital Structure - The company generated gross proceeds of approximately $20.0 million from the sale of 3,538,661 shares of Class A Common Stock at $5.66 per share in September 2024 [169]. - In September 2025, Angel Studios raised approximately $55.0 million by selling 6,688,077 shares of Class A Common Stock at $8.23 per share [171]. - A Loan and Security Agreement provides Angel Studios with up to $100.0 million in term loans, with the first tranche of $40.0 million already funded [180]. - The company plans to use proceeds from the sale of Class A common stock, generating approximately $47.5 million, for business management and working capital [185]. - The company raised approximately $102.8 million from the sale of common stock during the nine months ended September 30, 2025 [217]. - The company raised $55.0 million from a Regulation A offering and $47.5 million from the issuance of common stock during the nine months ended September 30, 2025 [220]. Cash Flow and Financial Position - Cash and cash equivalents increased by $56.1 million to $63.3 million as of September 30, 2025, primarily from financing activities [212]. - Cash flows used in operating activities were $58.7 million, compared to $39.6 million in 2024, reflecting an increase in net loss and changes in working capital [218]. - Cash flows used in investing activities for the nine months ended September 30, 2025, were $15.6 million, a decrease of $16.3 million compared to cash flows provided by $0.7 million in 2024 [219]. - Cash flows provided by financing activities for the nine months ended September 30, 2025, were $130.4 million, compared to $25.0 million in 2024, an increase of $105.3 million [220]. - The repayment of notes payable increased significantly to $63.5 million in 2025 from $18.4 million in 2024, a net change of $45.1 million [220]. - The company incurred a net loss of approximately $91.9 million for the nine months ended September 30, 2025, with an accumulated deficit of approximately $175.8 million [214]. Strategic Initiatives - The company entered into a joint venture through an Asset Purchase Agreement to acquire assets related to the animated feature film, DAVID [182]. - The company aims to support filmmakers through its bitcoin treasury strategy, which may include capital raising transactions collateralized by bitcoin holdings [168]. - The company plans to continue funding operations through debt issuance and common stock sales, while managing marketing expenses to support growth [217]. Market Risks - The company is exposed to market price risk of digital assets, which could materially impact its financial condition and results of operations due to fair value measurement changes effective January 1, 2025 [234]. - The company had no off-balance sheet arrangements as of September 30, 2025, that could materially affect its financial condition [231].

Revenue Growth - Third quarter revenue reached $76.5 million, representing a 280% year-over-year growth[4] - Revenue for the nine-month period totaled $211.6 million, a 223% increase compared to the same period last year[4] - The Angel Guild, the company's recurring revenue stream, contributed $59.2 million, accounting for 77% of total third quarter revenue, with a growth of 556% year-over-year[4] - Licensed content and other revenue surged to $76.39 million in Q3 2025, up from $18.42 million in Q3 2024, representing a growth of 314%[18] - The company raised $130.35 million from financing activities in the nine months ended September 30, 2025, compared to $25.03 million in 2024, indicating a growth of 420%[19] Membership and Engagement - The Angel Guild membership grew to 1.6 million, up 19% from the previous quarter and 620% year-over-year[4] - Average Revenue Per Member (ARPM) was $13.70 for the trailing twelve months ended September 30, 2025[4] Financial Losses - The net loss for the third quarter was $38.6 million, compared to a net loss of $13.9 million in the same quarter of 2024[10] - Operating loss for the nine months ended September 30, 2025, was $93.23 million, compared to a loss of $57.96 million for the same period in 2024, reflecting a 61% increase in losses[18] - Net loss attributable to controlling interests for the nine months ended September 30, 2025, was $91.85 million, compared to $51.18 million in 2024, indicating an increase of 79%[18] Expenses - Selling and marketing expenses for the third quarter were $64.7 million, significantly up from $16.6 million in the prior year[8] - Total operating expenses for the nine months ended September 30, 2025, were $304.86 million, up from $123.45 million in 2024, representing a 147% increase[18] - Cash paid for interest in the nine months ended September 30, 2025, was $7.51 million, a significant increase from $456,144 in 2024[20] Cash and Assets - As of September 30, 2025, cash and cash equivalents were $63.3 million, compared to $7.2 million at the end of 2024[11] - Cash and cash equivalents at the end of Q3 2025 totaled $63.33 million, a substantial increase from $11.34 million at the end of Q3 2024[19] - Net cash used in operating activities for the nine months ended September 30, 2025, was $58.65 million, compared to $39.58 million in 2024, marking a 48% increase in cash outflow[19] - The company reported a net gain on digital assets of $6.23 million for the nine months ended September 30, 2025, compared to $1.59 million in 2024, reflecting a growth of 291%[19] Liabilities and Acquisitions - Total liabilities as of September 30, 2025, were $159.8 million, an increase from $94.7 million at the end of 2024[17] - The company announced the acquisition of the DAVID franchise and intellectual property from Slingshot USA, with the film set to release on December 19, 2025[3]

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Studios, Inc. (Exact name of registrant as specified in its charter) Delaware 7812 86-3483780 (State or other jurisdiction of incorporation or organization) As filed with the Securities and Exchange Commission on September 30, 2025 (Primary Standard Industrial Classification Code Number) (I.R.S. Emplo ...

Table of Contents As filed with the Securities and Exchange Commission on September 15, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Angel Studios, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Neal Harmon Chief Executive Officer Angel Studios, Inc. 295 W Center Street Provo, Utah 84601 (760) 933-8437 (Name, addres ...

Core Insights - Angel Studios, Inc. has completed its business combination with Southport Acquisition Corporation, and will begin trading on the NYSE under the ticker symbol "ANGX" on September 11, 2025 [1] - The company emphasizes its grassroots model driven by 1.5 million Angel Guild members who select values-based stories for production, aiming to reshape the entertainment industry [1] - Angel has demonstrated strong growth in membership, revenue, and audience, positioning itself for innovation and long-term shareholder value [1] Company Overview - Angel Studios is a values-based distribution company that curates stories aimed at mainstream audiences, supported by over 1.5 million paying members from more than 180 countries [4] - The company has recently closed a $100 million credit facility with Trinity Capital to further expand the Angel Guild [2] - Advisors for the transaction include Roth Capital Partners and Lake Street for capital markets, and Oppenheimer & Co. for financial advisory [3] Market Position - The successful capital raise and public debut highlight the market demand and operational scalability of Angel Studios [1] - The company plans to ring the NYSE closing bell on September 11, 2025, marking its official entry into the public market [2]

Core Viewpoint - Angel Studios Inc. is moving forward with a business combination with Southport Acquisition Corporation, which will lead to Angel becoming publicly traded, with a special shareholder meeting scheduled for September 5, 2025 [1][5]. Company Overview - Angel Studios is a values-based distribution company focused on stories that amplify light, supported by approximately 1.5 million paying members from over 180 countries [10]. - The company has significantly grown its Guild membership from 222,000 to approximately 1.5 million [8]. - Angel Studios generated $87.4 million in revenue for Q2 2025, a substantial increase from $15.3 million in Q2 2024, with $39.4 million attributed to Angel Guild memberships [8]. Business Combination Details - The special meeting will allow stockholders of record as of August 1, 2025, to vote on the proposed merger [3]. - If approved, the transaction will close shortly thereafter, and the combined company’s Class A common stock will be listed on a U.S. exchange under the ticker symbol "ANGX" [5][6]. - Upon closing, Angel's Class A and Class C common stock will convert to the combined company Class A common stock, while Class B and Class F common stock will convert into combined company Class B common stock [6]. Financial and Operational Highlights - In the first half of 2025, Angel Studios raised $47.2 million to support its mission [8]. - The Angel App has seen an increase in installs, reaching 70.5 million as of June 30, 2025 [8]. - The leadership team has been strengthened with the appointment of Robert C. Gay to the board and the hiring of public company veterans Scott Klossner as CFO and Glen Nickle as CLO [8]. Advisors and Legal Framework - Roth Capital Partners and Lake Street are serving as capital markets advisors to Angel, while Oppenheimer & Co. is advising Southport [9]. - Mayer Brown LLP is acting as legal advisor to Angel, and Wachtell, Lipton, Rosen & Katz is advising Southport [9].