Angel Studios Inc-A 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from _______ to ______Commission File Number001-41150 ANGEL STUDIOS,INC. (Exact name of registrant as specified in its charter) Delaware86-3483780(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 295 W Center St.,Provo,UT84601(Address of principal executive offices)(Zip Code) (760)933-8437(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Exchange Act: Title of each classClassA Common Stock, par value $0.0001 per share Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Smaller reporting company☐Emerging growth company☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Number of shares outstanding of the registrant’sclasses of common stock, as of November 10, 2025:ClassA Common Stock:110,757,879sharesClassB Common Stock:57,873,188shares ANGEL STUDIOS,INC.FORM10-QSeptember30,2025 PART I – FINANCIAL INFORMATIONItem 1.Financial Statements3Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures about Market Risk38Item 4.Controls and Procedures39PART II – OTHER INFORMATIONItem 1.Legal Proceedings40Item1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds62Item 3.Defaults Upon Senior Securities62Item 4.Mine Safety Disclosures62Item 5.Other Information63Item 6.Exhibits64SIGNATURES66 PARTI– FINANCIAL INFORMATION ANGEL STUDIOS,INC.CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ANGEL STUDIOS,INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ANGEL STUDIOS,INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) ANGEL STUDIOS,INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Angel Studios,Inc.Notesto the Condensed Consolidated Financial Statements(Unaudited) The financial information presented in these unaudited financial statements is condensed and should be read inconjunction with the entity’s latest annual audited financial statements. Interim disclosures generally do not repeatthose in the annual statements. 1.Description of Organization and Summary of Significant Accounting Policies OrganizationThe company comprises Angel Studios, Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, the “Company”) (f/k/a Southport Acquisition Corporation or “Southport”). The Company’s mission is to share storieswith the world that amplify light. This is done by aligning the Company’s interests with those of the creators and theaudience and utilizing the wisdom of crowds to help guide decisions on the content that gets created. Business Combination On September 10, 2025, the Company consummated the previously announced Business Combination (as definedbelow) pursuant to that certain Agreement and Plan of Merger, dated as of September 11, 2024 (as amended, the“Merger Agreement”), by and among the Company, Sigma Merger Sub, Inc., a Delaware corporation and directwholly owned subsidiary of the Company (“Merger Sub”), and Angel Studios Legacy, Inc. (f/k/a Angel Studios, Inc.),a Delaware corporation (“Angel Legacy”). Pursuant to the terms of the Merger Agreement, a merger was effected in which Merger Sub merged with and intoAngel Legacy, the separate corporate existence of Merger Sub ceased and Angel Legacy survived as the survivingcompany and d