Angel Studios Reports Material Definitive Agreement & Acquisition

TL;DR

Angel Studios just filed an 8-K detailing a material agreement, acquisition, and change of control. Big moves happening.

AI Summary

Angel Studios, Inc. filed an 8-K on September 16, 2025, reporting several material events as of September 10, 2025. These include entering into a material definitive agreement, completion of an acquisition, modifications to security holder rights, and changes in control of the registrant. The filing also notes the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, a change in fiscal year, and a change in shell company status were reported.

Why It Matters

This 8-K filing indicates significant corporate actions, including a change in control and acquisition, which could substantially alter the company's structure, strategy, and shareholder value.

Risk Assessment

Risk Level: high — The filing indicates a change in control and completion of an acquisition, which are significant events that can introduce substantial uncertainty and risk.

Key Players & Entities

• Angel Studios, Inc. (company) — Registrant
• Southport Acquisition Corp (company) — Former Company Name
• September 10, 2025 (date) — Earliest event reported
• September 16, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share ANGX The New York Stock Exc

Filing Documents

• tm2526186d1_8k.htm (8-K) — 146KB
• tm2526186d1_ex99-1.htm (EX-99.1) — 1097KB
• tm2526186d1_ex99-2.htm (EX-99.2) — 1125KB
• tm2526186d1_ex99-3.htm (EX-99.3) — 1829KB
• 0001104659-25-090427.txt ( ) — 4620KB
• none-20250910.xsd (EX-101.SCH) — 3KB
• none-20250910_lab.xml (EX-101.LAB) — 33KB
• none-20250910_pre.xml (EX-101.PRE) — 22KB
• tm2526186d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Registration Rights Agreement On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Company, Southport Acquisition Sponsor LLC, a Delaware limited liability company (the " Sponsor "), certain stockholders of Angel Legacy, Jared Stone and the other parties thereto entered into an Amended and Restated Registration Rights Agreement (the " Registration Rights Agreement "). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement beginning on page 185 entitled " SAC Stockholder Proposal No. 1: The Business Combination Proposal—Related Agreements—Registration Rights Agreement " Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Lock-Up Agreement On the Closing Date, in connection with the consummation of the Business Combination, the Company, the Sponsor, and certain Angel Legacy stockholders entered into a Lock-Up Agreement (the " Lock-Up Agreement "). The terms of the Lock-Up Agreement are described in the Proxy Statement in the section entitled " SAC Stockholder Proposal No. 1: The Business Combination Proposal—Related Agreements—Lock-Up Agreement " beginning on page 185 of the Proxy Statement. The foregoing description of the Lock-Up Agreement is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is included hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. Indemnification Agreements On the Closing Date, in connection with the consummation of the Business Combination, the Company entered into indemnification agreements with each of its directors and officers, pursuant to Section 145 of Delaware General Corporation Law (

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The disclosure set forth in the "Introductory Note" above is incorporated by reference herein into this Item 2.01. 3 At a special meeting of the stockholders of Angel Legacy, held on September 5, 2025, Angel Legacy stockholders approved the Business Combination. The Business Combination was completed on the Closing Date. As of the Closing Date and following the completion of the Business Combination, the Company became the sole stockholder of Angel Legacy, owning all of its issued and outstanding capital stock. FORM 10 INFORMATION Prior to the Closing Date, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. At the Effective Time, the Company became a holding company whose only assets consist of equity interests in Angel Legacy. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements regarding, among other things, the plans, strategies and prospects of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking st

Forward-looking statements

Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors, in addition to those discussed under the heading " Risk Factors " and elsewhere in this Current Report on Form 8-K, could affect the future results of the Company, and could cause those results or other outcomes to differ materially and adversely from those expressed or implied in the forward-looking statements contained herein. Forward-looking statements in this Current Report on Form 8-K may include, for example, statements about: the ability to recognize the anticipated benefits of and successfully deploy the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; the Company's ability to achieve and maintain profitability in the future; the Company's ability to successfully monetize projects; the Company's success in retaining or recruiting its officers, key employees or directors; officers and directors allocating their time to other businesses and potentially having conflicts of interest with the Company's business; the Company's ability to attract and maintain an adequate customer base; the Company's ability to create and distribute content that is popular with consumers and affiliates; the Company's reliance on a number of partners to make its service available on their devices; the Company's ability to continue to develop and enhance its existing technology; any significant disruption in or unauthorized access to the Company's computer systems or those of third parties that the Company utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks; the Company's ability to successfully, or profitably, compete with current and new competitors; 4 the Company's ability to consummate any interi

Risk Factors

Risk Factors The risks associated with the Company's business are described in the Proxy Statement in the section entitled " Risk Factors " beginning on page 91 of the Proxy Statement, which is incorporated herein by reference. Unaudited Pro Forma Condensed Consolidated Combined Financial Information The unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 of the Company are included as Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated herein by reference.

Management's Discussion and Analysis of Financial Condition

Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of the financial condition and results of operation of Angel Legacy prior to the Business Combination is included in the Form S-1 in the section entitled " Management's Discussion and Analysis of Financial Condition and Results of Operations " beginning on page 30 of the Form S-1, which is incorporated herein by reference. Directors and Executive Officers Information with respect to the Company's directors and executive officers after the Closing Date is set forth in the Form S-1 in the sections entitled " Management " beginning on page 44 and " Executive Compensation " beginning on page 49 of the Form S-1, which are incorporated herein by reference. Directors At the Effective Time, in connection with the Business Combination, each of David Winfield, Jared Stone, Jeb Spencer, Jennifer Nuckles, Cathleen Schreiner Gates, Matthew Hansen and Sigmund Anderman, constituting all of the members of the board of directors of Southport (the " Southport Board ") resigned. The size of the board of the Company (the " Board ") was fixed to five members, and each of Neal Harmon, Paul Ahlstrom, Steve Sarowitz, Mina Nguyen and Robert C. Gay became directors of the Company until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified to serve or until their earlier death, resignation or 5 removal. Biographical information for these individuals is set forth in the Form S-1 in the section entitled " Management —Directors and Officers " beginning on page 44 of the Form S-1, which is incorporated herein by reference. Independence of Directors The Board determined that each of the directors, other than Neal Harmon, qualify as "independent" as defined under the applicable NYSE listing rules and SEC rules. The Board consists of a majority of "independent" directors as defined under such rules. Pursuant

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information known to the Company regarding the beneficial ownership of Company Common Stock as of September 11, 2025, after giving effect to the Closing, by: each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Company Common Stock; each current named executive officer and director of the Company; and 6 all current executive officers and directors of the Company, as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The beneficial ownership percentages set forth in the table below are based on 99,910,315 shares of Class A Common Stock and 68,703,802 shares of Class B Common Stock issued and outstanding as of September 11, 2025. Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock. Class A Common Stock Class B Common Stock Name and Address of Beneficial Owner (1) Shares Percentage Shares Percentage Percentage of Company Voting Power (2) Greater than 5% holder Gigafund 1, LP (3) 19,459,882 19.48 % - - 2.47 % Directors and Officers Neal Harmon (4) 26,495 * 22,363,411 32.55 % 28.42 % Jeffrey Harmon (5) 26,324 * 22,241,185 32.37 % 28.27 % Jordan Harmon (6) 8,673 * 1,362,302 1.98 % 1.73 % Elizabeth Ellis (7) 5,264 * 1,528,947 2.23 % 1.94 % Scott Klossner - - - - - Paul Ahlstrom 5,587,502 (8) 5.59 % 312,226 (9) * 1.11 % Mina Nguyen (10) - - 294,275 * 0.37 % Steve

Legal Proceedings

Legal Proceedings Information about legal proceedings is set forth in the Proxy Statement in the section entitled " Information About SAC—Legal Proceedings " beginning on page 325 of the Proxy Statement and the section entitled " Information About ASI—Legal Proceedings " beginning on page 352 of the Proxy Statement, which is incorporated herein by reference. Market Price, Ticker and Dividend Information of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Market Information and Holders Southport common stock, the SAC Public Warrants (as defined in the Proxy Statement) and Southport units (consisting of one share of Southport common stock and one half of one SAC Public Warrants, the " Units ") were historically quoted on the OTC Pink Marketplace under the ticker symbols "PORT," "PORTW" and "PORTU," respectively. At the Effective Time, in connection with the Business Combination, the Units automatically separated into the component securities and, as a result, no longer trade as a separate security. On September 11, 2025, our Company Common Stock began trading on The New York Stock Exchange under the new trading symbols "ANGX" and the Southport Public Warrants were converted into Company Common Stock. The transfer agent and registrar for our common stock is Continental Stock Transfer and Trust Company. The transfer agent's address is 1 State Street, 30 th floor, New York, NY 10004, and its telephone number is (917) 262-2373. Additional information regarding holders of the Company's securities is set forth in the section entitled "Description of Registrant's Securities to be Registered" below. 8 Dividends The Company has not paid any cash dividends on its Common Stock to date. The Board may from time to time consider whether or not to institute a dividend policy. The payment of cash dividends in the future will be dependent upon the Company's revenues and earnings, if any, capital requirements and general financial conditio

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View this 8-K filing on SEC EDGAR