Angel Studios Inc-A美股招股说明书(2026-04-13版)

ClassA Common Stock We are offering 14,300,000shares of our ClassA common stock, par value $0.0001 per share (the “ClassA Common Stock”). Our ClassA Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ANGX.” The last reported sales price pershare of our ClassA Common Stock on the NYSE on April9, 2026 was $2.87. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and, as such, have elected to comply with certainreduced public company reporting requirements. Investing in our ClassA Common Stock involves a high degree of risk. See “Risk Factors” beginning on pageS-9 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 considerbefore making an investment in our ClassA Common Stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per ShareTotPublic offering price$2.10$30,030Underwriting discounts and commissions(1)$0.1155$1,651,6Proceeds to us (before expenses)$1.9845$28,378 (1)See the section entitled “Underwriting” beginning on pageS-13 for a description of the compensation payable to the underwriters. Delivery of the ClassA Common Stock is expected to be made on or about April 13, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to 2,145,000 additional shares of ClassA Common Stock atthe public offering price, less underwriting discounts and commissions. Sole Book-Running Manager Roth Capital Partners Co-Lead Managers Maxim Group LLC Texas Capital Securities The date of this prospectus supplement is April 10, 2026 TABLE OF CONTENTS Page SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-1ABOUT THIS PROSPECTUS SUPPLEMENTS-3SUMMARYS-4THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-11DILUTIONS-12UNDERWRITINGS-13LEGAL MATTERSS-17EXPERTSS-18WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION OF CERTAIN INFORMATIONBY REFERENCES-20 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiABOUT THIS PROSPECTUS3PROSPECTUS SUMMARY4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19PLAN OF DISTRIBUTION20WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE23LEGAL MATTERS24EXPERTS25 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein include forward-looking statements regarding, among other things, the plans, strategies and prospects of Angel Studios,Inc., a Delaware Corporation (the“Company”). These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believesthat its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannotassure 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 futureactions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations offuture events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by,followed by or include the words “believes,” “continues,” “estimates,” “expects,” “may,” “might,” “will,” “should,” “could,” “seeks,” “plans,”“scheduled,” “possible,” “potential,” “predict,” “anticipates,” “intends,” “aims,” “works,” “focuses,” “aspires,” “strives” or “sets out” or similarexpressions. Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forwardlooking. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” andelsewhere in this prospectus supplement, could affect the future results of the Company, and could cause those results or other outcomes todiffer materially and adversely from those expressed or implied in the forward-looking statements in this prospectus supplement. Forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein andtherein may include, for example, statements about: our expected use of proceeds from this offering;the Company’s ability to achieve and maintain profitability in the future;the Company’s ability to succe