安吉尔工作室股份有限公司-美国股票招股说明书(2025-12-05版)

Up to $150,000,000Common Stock On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated as ofDecember 5, 2025, with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim GroupLLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), providing for the offer and sale to orthrough the Sales Agents, from time to time, shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”), In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our Common Stock at anytime and from time to time through the Sales Agents. Sales of the shares, if any, will be made by means of transactions that are deemedto be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including The Sales Agents will receive from us a commission of up to 3.0% of the gross sales price per share for any shares soldthrough it under the Equity Distribution Agreement. The net proceeds we receive from the sale of our Common Stock in this offeringwill be the gross proceeds received from such sales less the commissions and any other costs we may incur in issuing the shares.Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents are not required to sell any specific numberor dollar amount of shares but will use their commercially reasonable efforts to sell on our behalf any shares to be offered under the Our common stock is listed on NYSE under the symbol “ANGX.” The last reported sales price per share of our commonstock on NYSE on December 3, 2025 was $4.48. Investing in our common stock involves certain risks. See “Risk Factors” beginning on page S-6 of this prospectussupplement and in the reports we file with the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act,incorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Oppenheimer & Co. The date of this prospectus supplement is December 5, 2025. PROSPECTUS SUPPLEMENT SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1ABOUT THIS PROSPECTUS SUPPLEMENTS-3 PROSPECTUS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects ofAngel Studios, Inc., a Delaware Corporation (the “Company”). These statements are based on the beliefs and assumptions of themanagement of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested bythese forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentionsor expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements thatare not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that astatement is not forward looking. You should understand that the following important factors, in addition to those discussed under theheading “Risk Factors” and elsewhere in this prospectus, could affect the future results of the Company, and could cause those results the ability to recognize the anticipated benefits of and successfully deploy the business combination, which may beaffected by, among other things, competition, and the ability of the combined business to grow and manage growthprofitably; 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 theCompany’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 theCompany utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks; the Company’s ability to suc