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].

IPO and Financing - The company completed its IPO on December 14, 2021, raising gross proceeds of $230.0 million from the sale of 23,000,000 units at $10.00 per unit [149]. - A total of $234.6 million from the IPO and Private Placement proceeds was deposited in a Trust Account for the benefit of public stockholders [150]. - The underwriter waived its entitlement to a deferred underwriting fee of $8,050,000, which was recorded to accumulated deficit [203]. - The underwriter exercised a full option to purchase 3,000,000 additional Units at the IPO price, resulting in an underwriting commission of $4,600,000 [202]. - The Sponsor has committed to loan the Company up to $1.0 million to cover expenses related to the Business Combination, with $814.1 thousand drawn as of June 30, 2025 [191]. - The Sponsor agreed to lend SAC up to $1.0 million to cover expenses related to the Business Combination, with repayment due by September 30, 2025 [199]. Business Combination and Mergers - The company entered into a Merger Agreement with Angel Studios on September 11, 2024, as part of its initial Business Combination strategy [162]. - The Company entered into a Merger Agreement on September 11, 2024, to merge with Angel Studios, with a total valuation of $1,500,000,000 plus any capital raised by Angel Studios prior to the Closing [169]. - The Merger Agreement includes a provision for the conversion of all outstanding public warrants into 0.1 newly issued shares of Class A common stock immediately prior to the Closing [175]. - The Merger Agreement may be terminated if certain stockholder approvals are not obtained or if the Closing does not occur by September 30, 2025 [173]. - The company has extended the deadline to consummate its initial Business Combination to September 30, 2025, as approved by stockholders [163]. - The company has approved six monthly extensions to complete its initial Business Combination, extending the deadline to March 14, 2024 [156]. - The company has entered into Non-Redemption Agreements with third-party investors to prevent the redemption of 4,000,000 shares during the First Extension [154]. - The company has entered into Non-Redemption Agreements with Third-Party SAC Investors, resulting in the transfer of up to 1,499,996 shares of SAC Class B common stock [204]. - The excess fair value of the transferred SAC Class B Common Stock recognized as a non-redemption agreement expense is estimated at $1.2 million as of June 30, 2025 [205]. Financial Performance - For the three months ended June 30, 2025, the Company reported a net loss of $1.6 million, which included $4.5 thousand in dividend income and a $1.2 million loss on the change in fair value of warrant liability [181]. - As of June 30, 2025, the Company had cash of $328.6 thousand and a working capital deficit of $4.4 million [185]. - The Company incurred net cash used in operating activities of $534.0 thousand for the six months ended June 30, 2025 [186]. - The Company has not generated any operating revenues to date and expects to incur significant costs in connection with the initial Business Combination [180]. - As of June 30, 2025, the Company held marketable securities in the Trust Account valued at $438.2 thousand [188]. - The company anticipates increased expenses due to being a public company, including legal and financial reporting costs [180]. - As of June 30, 2025, the company has no long-term debt, capital lease obligations, or long-term liabilities [197]. Stockholder Activity - As of September 11, 2024, there were 5,363,113 shares of Class A common stock issued and outstanding, including 1,163,113 shares subject to possible redemption, with approximately $12.8 million held in the Trust Account [159]. - In connection with the Third Extension Special Meeting, stockholders redeemed 1,125,126 shares for an aggregate amount of $12.5 million, leaving 4,237,987 shares outstanding [165]. - On June 9, 2023, holders of 18,849,935 shares of SAC Class A Common Stock redeemed their shares for $197.7 million in cash [195]. Regulatory and Compliance - The company received a delisting notice from NYSE due to falling below the required market capitalization of $40.0 million [160]. - The company has not commenced any operations as of June 30, 2025, with all activities related to its formation and IPO [168]. - The company has no off-balance sheet arrangements or obligations as of June 30, 2025 [196]. - The company is required to pay the Sponsor $15,000 per month for office space and administrative services [200].

IPO and Business Combination - The Company completed its IPO on December 14, 2021, raising a total of $234.6 million from the issuance of 23,000,000 units and 11,700,000 private placement warrants[144]. - The Company has extended the deadline to consummate its initial business combination to March 14, 2024, allowing for a total of 27 months from the IPO closing date[148]. - The Merger Agreement with Angel Studios involves a total valuation of $1.5 billion, with shares to be converted at a rate of $10.00 per share[163]. - The Company’s stockholders approved the Third Extension Amendment Proposal, allowing for further extensions to the business combination deadline[160]. - The Company plans to rename itself "Angel Studios, Inc." upon the closing of the merger with Angel Studios[163]. Shareholder Actions and Stock Performance - As of October 11, 2024, holders of 985,170 shares of Class A common stock redeemed their shares for cash at a redemption price of approximately $11.08 per share[157]. - Following the Second Extension Special Meeting, 2,986,952 shares of Class A common stock were redeemed for an aggregate amount of $32,214,591[154]. - The Company’s Class A common stock was delisted from the NYSE due to falling below the required market capitalization of $40 million[155]. - The Company entered into Non-Redemption Agreements on May 25, 2023, with third parties agreeing not to redeem 4,000,000 shares of Class A common stock[195]. - The Sponsor will transfer up to 1,499,996 shares of Class B common stock to third parties, with 500,000 shares transferred upon the First Extension and 166,666 shares monthly from September 14, 2023, to February 14, 2024[195]. Financial Performance and Position - For the three months ended March 31, 2025, the company reported a net loss of $101,682, which included $4,494 in dividend income and a $58,900 gain on the change in fair value of warrant liability[176]. - As of March 31, 2025, the company had cash of $354,346 and a working capital deficit of $4,027,523[178]. - The company incurred net cash used in operating activities of $341,803 for the three months ended March 31, 2025[179]. - The sponsor has committed to loan the company up to $1,000,000 to cover expenses related to the business combination, with $643,132 drawn as of March 31, 2025[184]. - As of March 31, 2025, the company held marketable securities in the Trust Account valued at $433,645[181]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial business combination[175]. - The company had cash contributions from the sponsor of $0 for the three months ended March 31, 2025, compared to $235,647 for the same period in 2024[183]. - The company expects to incur significant costs related to identifying a target business and negotiating an initial business combination, raising substantial doubt about its ability to continue as a going concern[185]. - The underwriter waived its entitlement to a deferred fee of $8,050,000, which was recorded to accumulated deficit[194]. - The company has no long-term debt or capital lease obligations as of March 31, 2025[188]. Accounting and Estimates - The Company’s Trust Account proceeds are restricted until the completion of the initial business combination or other specified conditions[145]. - The Company has not identified any critical accounting estimates as of March 31, 2025[198]. - The excess fair value of the 1,499,996 Class B shares transferred was determined to be $1,209,879, recognized as a non-redemption agreement expense[197]. - Certain third-party investors transferred 262,502 shares of Class B common stock back to the Sponsor for no additional consideration on January 15, 2025[196].