Angel Studios, INC. 8-K Filing

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share ANGX The New York Stock Exc
• $9.5 million — ason four, with a maximum commitment of $9.5 million. If the acquisition of TTS by Angel is
• $1.16 — e converted into TTS preferred units at $1.16 per unit. Angel has provided $10.05 mil
• $10.05 million — s at $1.16 per unit. Angel has provided $10.05 million to TTS to date. 2 The consummation o
• $11.9 million — ason four, with a maximum commitment of $11.9 million. If the acquisition of TCP by Angel is
• $1.50 — converted into TCP preferred B units at $1.50 per unit plus a warrant to purchase com
• $8.4 million — referred B received. Angel has provided $8.4 million to TCP to date. The consummation of th
• $6 — to the Effective Time, divided by (ii) $6.13, plus (b) such holder's Pro Rata Sha

Filing Documents

• tm2531860d1_8k.htm (8-K) — 61KB
• 0001104659-25-114664.txt ( ) — 230KB
• none-20251114.xsd (EX-101.SCH) — 3KB
• none-20251114_lab.xml (EX-101.LAB) — 33KB
• none-20251114_pre.xml (EX-101.PRE) — 22KB
• tm2531860d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry Into a Material Definitive Agreement On November 14, 2025, Angel Studios, Inc., a Delaware corporation (" Angel "), entered into definitive agreements to acquire three of Angel's highest-performing series on the Angel platform. Each of the agreements is described below. Acquisition of Tuttle Twins Show, LLC Merger Agreement On November 14, 2025, Angel entered into an Agreement and Plan of Merger (the " TTS Merger Agreement "), by and among Angel, Angel Tuttle Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Angel (" Tuttle Merger Sub "), Tuttle Twins Show, LLC, a Utah limited liability company (" TTS "), and the unitholder representative. Capitalized terms used in this discussion but not defined herein shall have the meanings ascribed to them in the TTS Merger Agreement. The TTS Merger Agreement provides that, among other things and subject to its terms and conditions, the following transactions will occur: i. at the closing of the transactions contemplated by the TTS Merger Agreement (the " TTS Closing "), in accordance with the Delaware Limited Liability Company Act (the " Delaware Act ") and the Utah Revised Uniform Limited Liability Company Act, TTS will merge with and into Tuttle Merger Sub, with Tuttle Merger Sub continuing as the surviving entity and remaining a wholly owned subsidiary of Angel (the " TTS Merger "); ii. at the TTS Closing, all of the issued and outstanding equity units of TTS (" TTS Units ") held by TTS equity holders will be cancelled and extinguished and converted automatically into the right to receive the Closing Merger Consideration, consisting of, as applicable, (a) for Investors, an amount in cash equal to the Investor Per Unit Cash Consideration and a number of shares of Angel's Class A Common Stock (the " Angel Common Stock ") equal to the Investor Per Unit Stock Consideration, (b) for TTS Key Operators, a number of shares of Angel Common Stock equal to the Key Operator

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