---
title: "Angel Studios Review 2026: The Three Ways Retail Money Reaches Angel, and Where Each One Sits"
url: https://altstreet.investments/platforms/reviews/angel-studios
kind: platform-review
updated: 2026-10-15
description: "Angel Studios review 2026: the 5.3504621 ratio that turned $44.00 shares into $8.22 of ANGX, the family-owned Reg CF portal, the affiliated fund's preferred units, and what got paid back."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# Angel Studios Review 2026: The Three Ways Retail Money Reaches Angel, and Where Each One Sits

Angel is one brand with four investment paths that are almost never shown together, three open to retail and one accredited-only: Path 1, Regulation A equity in the studio itself, now NYSE-listed ANGX; Path 2, film-specific Regulation A preferred that redeems at a capped 15%; Path 3, Regulation CF securities in individual film companies through a funding portal the chief executive and two of his brothers own; and Path 4, Regulation D into an affiliated fund that takes preferred units in those same film companies. The studio is a real and fast-growing operating business, with $321.56 million of FY2025 revenue and approximately 2.0 million paying Angel Guild members, and two of its film-specific print-and-advertising subsidiaries confirm in their own filings that they redeemed Regulation A investors in full, while the parent reports $15.8 million of aggregate share redemptions in 2025 and $5.9 million in the first half of 2026. The number that decides everything else is the merger exchange ratio of 5.3504621, because the widely marketed $44.00 corporate share became $8.2236 of NYSE-listed ANGX, and without that ratio nobody can read the outcome at all.

AltStreet score: 47.9 (C+), scored September 23, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | Angel Studios |
| What it is | Regulation A issuer and NYSE-listed operating company, with an affiliated Regulation CF funding portal and an affiliated Regulation D fund |
| Asset class | Film and Television Equity, Film-Company Crowdfunding and Print-and-Advertising Offerings |
| Website | angel.com |
| Review first published | September 23, 2026 |
| Last updated | October 15, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

Angel Studios is easier to judge than most platforms AltStreet covers, because it now has a public price, and harder to judge than most, because there are four investment paths under the name, three retail and one accredited-only, and each one sits in a different place in the same capital structure. Path 1 is the studio's own Regulation A stock: the September 2025 offering sold all 1,250,000 Class C shares at $44.00 for roughly $55.0 million, and the 10-K's reverse-recapitalization note gives the exchange ratio of 5.3504621, so that $44.00 became $8.2236 of ANGX, which the 10-K independently reports as $8.23. Against a $4.82 market quote on September 23, 2026, the 2025 cohort is down about 41% and the 2024 cohort, which paid a restated $5.66, is down about 15%. Path 3 is Regulation CF into individual film companies through VAS Portal, LLC, doing business as Angel Funding, which the 10-K says Angel sold in 2019 to Harmon Ventures, LLC, an entity indirectly owned by chief executive Neal Harmon and two of his brothers; 25 issuers have sold $43,406,939 across 37 offerings there, five of them sold nothing at all, and the portal filed a Form CFPORTAL-W withdrawing its registration on September 8, 2025 while the 10-K filed six months later still describes it in the present tense as registered. Path 4 is the Angel Acceleration Fund, an accredited-only Regulation D series structure that has sold $13,690,698 across seven series and 123 investor slots, and that in at least one film company holds Class B Preferred Units with a preferred return ahead of Common Unit distributions, a right of first refusal, a preemptive right, a repurchase election and a board seat whose vote is required for certain actions. The even-handed part matters as much: Angel is a real operating business with $321.56 million of FY2025 revenue, approximately 2.0 million paying members, positive operating cash flow in the first half of 2026, and a print-and-advertising Regulation A program that has paid its investors in full and on schedule. That fourth path is the one a retail reader should understand first: Angel forms a separate Delaware subsidiary per film, sells non-voting Series A Preferred at $1.00 a share under Regulation A to fund that film's marketing, and redeems at a stated $1.15, a capped 15% return, out of that film's receipts. Four such offerings have sold $18,480,922, and two are confirmed fully redeemed in the issuers' own semiannual reports: Angel Studios 010 for The King of Kings in June 2025 and Angel Studios 022 for The Last Rodeo in August 2025, each about two months after the offering closed. Very few platforms in this category have paid anybody back. The pattern worth holding onto is that on this platform the investor's upside is capped almost everywhere: the per-film Regulation A preferred stops at 15%, and the Regulation CF documents generally stop at 120% of the purchase price. The capped products are also the only ones that have paid. Two of the four per-film offerings redeemed in full, and one Regulation CF issuer, Slingshot USA, distributed 9.9% above capital contributions after selling its intellectual property to a vehicle Angel itself co-formed. The corporate equity, where the upside is not capped, is where both cohorts are currently under water.

- **5.3504621** The merger exchange ratio, verbatim from the FY2025 10-K's reverse-recapitalization note. Every legacy Class A and Class C share became this many ANGX Class A shares, so the $44.00 price that angel.com marketed in 2025 is an effective $8.2236 per listed share. The 10-K reports the same offering at $8.23 per restated share, which confirms the arithmetic. Any comparison of $44.00 to the ANGX quote without this ratio is wrong by a factor of more than five.
- **$43,406,939** Sold across 37 Regulation CF offerings by 25 issuers through VAS Portal, LLC d/b/a Angel Funding, per AltStreet's Form C ingestion, first filing June 24, 2019 and last June 17, 2025. The 10-K states the portal was sold in 2019 to Harmon Ventures, LLC, indirectly owned by the chief executive and two of his brothers, and that Angel Studios has no ownership interest in it. Angel Studios itself raised $4,999,986 and $4,999,272 through it.
- **$15.8 million** Redemption of shares for Regulation A investors during the year to December 31, 2025, per the Q2 2026 10-Q, with a further $5.9 million in the six months to June 30, 2026. These are the film-specific print-and-advertising offerings, which the 10-Q describes as one of two historical methods of financing theatrical marketing. This is money actually paid to retail investors out of theatrical proceeds, and it is rarer in this category than it sounds.
- **$13,690,698** Total sold across the seven Form D series of Angel Acceleration Master Fund, LP (A1 through B3), across 123 investor slots, every series claiming Section 3(c)(1); which beneficial-owner limit governs them is not established by the Form Ds (see the regulation section). The marketing site at angelacceleration.fund names no legal entity, no CIK, no minimum, no management fee, no carried interest and no term. The last Form D of any series is dated July 25, 2024 and no later filing exists.
- **$321.56M / $170.48M** FY2025 revenue, up 233% year over year, against an FY2025 net loss. Angel Guild paid memberships produced approximately $190.5 million of cash in the first half of 2026 alone, deferred Guild revenue stood at $81.3 million at June 30, 2026, and operating activities swung from roughly $83.3 million of cash used in FY2025 to roughly $18.8 million provided in the first half of 2026. The accumulated deficit was approximately $279.1 million at June 30, 2026.
- **September 2034** Roughly when the Disney settlement's Compliance Lien runs to. The settlement agreement dated August 26, 2020 included a $9.9 million Settlement Promissory Note and a No Use Covenant restricting use of the Film Studios' copyrighted works for 14 years, with a Compliance Lien over all company assets and all equity owned by Neal and Jeffrey Harmon for 14 years from September 30, 2020, and the company disclosed that foreclosure could cause a change of control.

Data note: Share counts and prices for the Regulation A offerings are the 10-K's own restated figures at the 5.3504621 exchange ratio; the $44.00 and 1,250,000-share figures are the 2025 offering circular's pre-merger terms for the same money. Regulation CF amounts are AltStreet's ingestion of Form C filings naming VAS Portal as intermediary. Regulation D amounts are the offering and sold figures on each series' Form D chain. The ANGX price, market capitalization, 52-week range and share count are a market quote taken September 23, 2026 from a market data aggregator, not from a filing.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| 5.3504621 | The merger exchange ratio, from the FY2025 10-K's reverse-recapitalization note. | It turns the marketed $44.00 Class C price into $8.2236 per ANGX share; the 10-K independently reports $8.23. |
| $43,406,939 | Sold across 37 Regulation CF offerings by 25 film-company issuers through VAS Portal, LLC d/b/a Angel Funding. | The 10-K states the portal was sold in 2019 to Harmon Ventures, LLC, indirectly owned by the chief executive and two of his brothers. |
| $15.8 million | Redemption of shares for Regulation A investors in the year to December 31, 2025, per the Q2 2026 10-Q. | A further $5.9 million in the six months to June 30, 2026. Money actually paid to retail out of theatrical proceeds. |
| $13,690,698 | Total sold across seven Angel Acceleration Master Fund series, 123 investor slots, all 3(c)(1). | The last Form D of any series is dated July 25, 2024 and no later filing exists. No fee, minimum or term is published. |
| $321.56M | FY2025 revenue, up 233% year over year, against an FY2025 net loss of $170.48 million. | Approximately 2.0 million paying Angel Guild members at December 31, 2025, and roughly $18.8 million of operating cash provided in the first half of 2026. |
| September 2034 | Roughly when the Disney settlement's Compliance Lien over company assets and founder equity runs to. | Fourteen years from September 30, 2020, alongside a $9.9 million Settlement Promissory Note and a 14-year No Use Covenant. |


## Verdict

Angel is a genuine operating business wrapped in a fundraising structure that is harder to read than the business is. The studio grew revenue 233% to $321.56 million in FY2025, has approximately 2.0 million people paying for the Angel Guild, turned operating cash flow positive in the first half of 2026, and has actually redeemed retail shares out of film proceeds, $15.8 million in 2025 and $5.9 million in the first half of 2026. It also sold stock to retail at a company-set $44.00 while disclosing that private placements were happening below that price, converted every share at 5.3504621 in a merger the marketing page previewed only as 'Plans to Become Publicly Traded', ran its film-company crowdfunding through a portal the chief executive and two brothers own, and stands behind an affiliated fund that takes preferred units, a board veto and a repurchase right in the same film companies the crowd funded. If you want exposure, the listed stock is the version of this you can price, report on and exit. Everything else requires documents that are either issuer-specific or not published at all.

**Best for**

- Existing Regulation A holders who need to convert their $44.00 or $5.66 entry into a per-share figure they can actually compare with the market.
- Investors who want exposure to a growing faith-and-family studio and subscription business and will take it through the listed shares with quarterly reporting.
- Anyone doing diligence on a film company that raised on the Angel portal and needs to know who else sits in that capitalization table.

**Look elsewhere if**

- You need a fund's management fee, carried interest, minimum and term before committing capital; none is published for the Angel Acceleration Fund.
- You need liquidity from anything other than ANGX; the crowdfunding and fund positions have no market.
- You are pricing the 2025 offering off the $44.00 headline rather than the 5.3504621 ratio.
- You cannot hold an equity encumbered by a Compliance Lien over all company assets to roughly September 2034, with disclosed change-of-control consequences on foreclosure.
- You want an income-producing position; the listed stock pays no dividend on the record AltStreet holds and the company is loss-making at the net level.

**Strengths**

- A real, fast-growing operating business: $321.56 million of FY2025 revenue, up 233%, approximately 2.0 million paying Angel Guild members, $81.3 million of deferred membership revenue at June 30, 2026 and roughly $18.8 million of operating cash provided in that half.
- Actual cash returned to retail on the film-specific Regulation A path: $15.8 million of share redemptions in 2025 and $5.9 million in the first half of 2026.
- A NYSE listing with full 10-K and 10-Q reporting, which makes Path 1, one of the four investment paths, measurable rather than modeled.
- Candid periodic disclosure where it counts: the exchange ratio, the portal's ownership and its relationship to the chief executive, the Disney settlement terms and the Compliance Lien, and the arbitration history.
- Issuer-level honesty in the crowdfunding filings: Toothy Cow's annual report names its conflicted director by role, states its 100% revenue concentration with Angel Studios, and sets out the fund's preferred rights in full.
- An external purchaser at the 2024 Regulation A price: Off the Chain, LP bought 1,769,328 shares at the same $5.66 for $10.0 million.

**Limitations**

- The conversion that determines what a $44.00 share became is in an accounting note, not on the page that sold it.
- The circular disclosed that Class C shares had recently sold, and were being negotiated to sell, in private placements below the $44.00 retail price.
- The funding portal that raised $43,406,939 from retail is owned by the chief executive and two of his brothers, and also supplied the offering platform for the company's own Regulation A.
- The portal's registration status is reported three ways: a Form CFPORTAL-W filed September 8, 2025, absence from FINRA's roster read September 23, 2026, and a present-tense description as registered in the 10-K of March 12, 2026.
- The affiliated fund's preferred units sit ahead of Common Unit distributions in the same film companies, with a right of first refusal, a preemptive right, a repurchase election and a board designee whose vote is required for certain actions.
- The fund publishes no legal entity, CIK, minimum, management fee, carried interest or term, and most of its site returns 404; its last Form D is dated July 25, 2024.
- A Compliance Lien over all company assets and the two founders' equity running to roughly September 2034, with disclosed change-of-control consequences on foreclosure.
- An arbitration that terminated the distribution agreement for the studio's best-known title, upheld on appeal June 13, 2025.
- A pending Utah suit alleging, among other things, misleading fundraising activities, brought by a company that raised $4,936,993 through Angel's own portal. These are allegations, not findings.


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| An investor who wants exposure to Angel's business and can buy the listed stock | neutral |  |
| An existing 2024 or 2025 Regulation A holder trying to work out where they stand | well-suited |  |
| A fan who wants to back a specific film through the crowdfunding path | poor-fit |  |
| An accredited investor considering the Angel Acceleration Fund | poor-fit |  |
| An income investor | poor-fit |  |
| An investor who cannot tolerate legal and structural overhang | poor-fit |  |


## Questions

**What happened to the Angel Studios $44 shares?**

They were converted into NYSE-listed ANGX Class A shares at an exchange ratio of 5.3504621, which the FY2025 10-K states in its reverse-recapitalization note. That makes the effective cost $8.2236 per listed share, and the 10-K independently reports the September 2025 Regulation A offering at $8.23 per restated share, which confirms the arithmetic. The offering itself was 1,250,000 Class C shares at $44.00 for up to $55,000,000; the 10-K's restated figures show 6,688,077 shares at $8.23 for approximately $55.0 million, and 6,688,077 divided by 5.3504621 is 1,249,999 legacy shares, meaning it sold essentially all of it. Against a market quote of $4.82 on September 23, 2026, that cohort sits about 41% below its effective cost. Comparing $44.00 directly to the quote is wrong by more than five times.

**Is Angel Studios publicly traded?**

Yes. Angel Studios, Inc. trades on the NYSE under the ticker ANGX following a business combination with Southport Acquisition Corporation that closed on September 10, 2025 and was accounted for as a reverse recapitalization, with Angel Legacy as the accounting acquirer. The current reporting company is CIK 1865200; the legacy issuer, CIK 1671941, filed a Form 15-12G on September 10, 2025. On September 23, 2026 a market data aggregator quoted ANGX at $4.82 with a market capitalization of approximately $900 million, a 52-week range of $2.045 to $9.850 and approximately 186.76 million shares outstanding. The company has a dual-class structure post-merger, with Class A carrying one vote per share and Class B ten.

**Who owns the Angel Funding portal?**

Harmon Ventures, LLC. The FY2025 10-K states, verbatim, that 'VAS Portal was originally founded as a wholly owned subsidiary of Angel Studios, but was sold in 2019 to Harmon Ventures, LLC (an entity indirectly owned by our Chief Executive Officer, Mr. Neal Harmon, and two of his brothers, Messrs. Jeffrey Harmon and Daniel Harmon)' and that 'As of the date of this Annual Report, Angel Studios has no ownership interest in VAS Portal.' VAS Portal, LLC does business as Angel Funding at invest.angel.com and has also done business as Ridge. Twenty-five issuers have sold $43,406,939 across 37 Regulation CF offerings through it, including two Angel Studios raises of $4,999,986 and $4,999,272, and the 2025 Regulation A circular states that Harmon Ventures' VAS Portal provided the offering website and platform for Angel's own offering.

**Is the Angel Funding portal still registered with the SEC?**

The filings and the regulator's roster point in different directions and AltStreet reports all three observations without drawing a conclusion. VAS Portal, LLC registered as a funding portal on January 22, 2019 under SEC File No. 7-165 and amended its registration nine times. It filed a Form CFPORTAL-W withdrawing its funding portal registration on September 8, 2025. FINRA's published funding-portal roster, read on September 23, 2026, does not list VAS Portal, Angel Funding or Ridge. And the FY2025 10-K, filed March 12, 2026, six months after the withdrawal, describes it in the present tense as 'an SEC registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority.' If you are considering any offering that names it as intermediary, confirm its current status with FINRA before funding.

**Did Angel Studios investors ever get paid back?**

Some did, on one specific path, and the filings say so directly. Angel forms a subsidiary per film that sells non-voting Series A Preferred at $1.00 under Regulation A and redeems it at a stated $1.15, a capped 15% return, out of that film's receipts. Two of the four that have filed are confirmed redeemed in full in their own Form 1-SA filings of January 16, 2026: Angel Studios 010, which financed The King of Kings, paid $1.15 per share in June 2025, and Angel Studios 022, which financed The Last Rodeo, did the same in August 2025. Each came about two months after the offering closed. At the parent level the Q2 2026 10-Q reports $15.8 million of redemption of shares for Regulation A investors in the year to December 31, 2025 and $5.9 million in the six months to June 30, 2026, as aggregates rather than per offering. The corporate Regulation A cohorts are a different thing entirely and have not been paid anything; they hold ANGX shares, and both cohorts are below their effective entry price at a September 23, 2026 quote of $4.82.

**What is the Angel Acceleration Fund?**

A Regulation D fund that files with the SEC as Angel Acceleration Master Fund, LP in seven separate series, one CIK each, all at 119 South Main Street, Seattle, Washington. Series A1 through B3 have sold $13,690,698 in total across 123 investor slots: $2,542,986, $3,747,890, $2,928,234, $2,298,068, $772,727, $719,452 and $681,341 respectively. A1 through A3 relied on Rule 506(c) and A4 through B3 on 506(b), and every series claims Section 3(c)(1); traditional 3(c)(1) funds generally use a 100-beneficial-owner limit while qualifying venture capital funds can use the statutory 250-owner exception, and the Form D filings alone do not establish which limit governs these series or why successive series were opened. Every Form D names Belltower Fund Group, Ltd., a fund administration service, and 'Fund GP, LLC' as related persons. The marketing site at angelacceleration.fund has four live pages and names no legal entity, no CIK, no minimum, no management fee, no carried interest and no term; the four people it names on its team page appear on no Form D. The last Form D of any series is dated July 25, 2024 and no later filing exists.

**Does the Angel Acceleration Fund get better terms than crowdfunding investors?**

The record does not yet answer that. In the one portfolio company where terms are filed, Toothy Cow Productions, LLC, the Tuttle Twins issuer that raised $4,995,123 on the Angel portal, reported in its April 28, 2026 annual report a capitalization of 17,711,299 voting Common Units, 7,670,346 non-voting Class A Preferred Units carrying a preferred return before Common Unit distributions, and 1,266,667 non-voting Class B Preferred Units held by the Angel Acceleration Fund with a preferred return shared pro rata with Class A and also ahead of Common. The fund also holds a right of first refusal on member transfers, a preemptive right on new securities, an election to have the company repurchase its units on certain trigger events, and the right to designate a Preferred Manager to the board whose vote is required for certain actions. The filing does not state which class the Regulation CF investors hold, so whether the fund's package is superior to the crowd's cannot be determined until the crowd's securities are matched to their class and terms; read the specific Form C for the offering you are considering.

**What happened with The Chosen and Angel Studios?**

The Chosen initiated private binding arbitration on April 4, 2023 alleging material breaches of the October 2022 distribution agreement. An interim award on May 28, 2024 granted its claims and terminated the agreement effective that date. A final award on September 25, 2024 granted a portion of costs and fees. Angel appealed on October 25, 2024, and the appellate panel upheld the award on June 13, 2025. Separately, 5&2 Studios, Inc., the company behind The Chosen (CIK 1733443), has filed SC 13E-3 going-private filings through March 30, 2026. Chosen LLC had raised $1,069,962 through Angel's own Regulation CF portal.

**Is Angel Studios profitable?**

No, not at the net level. FY2025 revenue was $321.56 million, up 233% year over year, against a net loss of $170.48 million and roughly $83.3 million of cash used in operating activities. The accumulated deficit was approximately $241.5 million at December 31, 2025 and approximately $279.1 million at June 30, 2026, with a net loss of approximately $37.6 million in the six months between. The cash picture improved materially in 2026: operating activities provided approximately $18.8 million in the first half, Angel Guild paid memberships generated approximately $190.5 million of cash in that period, and deferred Guild membership revenue rose from $64.8 million to $81.3 million, which is subscription money collected and not yet recognized.

**How many Angel Guild members are there?**

Approximately 2.0 million paying members as of December 31, 2025, which is the figure in the filings and the one this review uses. Marketing materials give three different numbers: '1.5+ million members' and 'over 2.2 million' Guild members appear on the same page, and 3 million was reported elsewhere in September 2026. The Guild is a paid membership whose members vote on which projects the studio takes, and its pledge reads: 'When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely, or admirable.' It produced approximately $190.5 million of cash in the six months to June 30, 2026 and carried $81.3 million of deferred revenue at that date.

**What is the Slingshot lawsuit about?**

Slingshot USA, LLC filed a complaint dated March 5, 2025, served on March 11, in Utah State Court, Fourth Judicial District, alleging breach of a 2021 Content Distribution Agreement, deceptive business practices and misleading fundraising activities. A motion to strike was filed on April 11, 2025 and an amended complaint on April 25, 2025. Slingshot USA had itself raised $4,936,993 through Angel's own Regulation CF portal, the fourth largest raise in that book. These are allegations in a pending civil case, not findings: no court has ruled on them on the record AltStreet holds, and nothing in this review should be read as a statement that they are established. If the outcome matters to you, follow the docket rather than any summary of it.

**Does Angel Studios' box office tell you how much money the company makes?**

No, and the company says so itself. It cites 'over $400M' of gross box office for films it distributed per TheNumbers.com, with Sound of Freedom at 'over $250M' and His Only Son 'grossing over $13.5M' after its March 2023 release, alongside Cabrini, Sound of Hope: The Story of Possum Trot, Homestead, The Last Rodeo and The King of Kings. Its own disclosure reads: 'Box office performance of films distributed by Angel Studios, Inc. is greater than the revenue generated by Angel Studios. Angel Studios receives only a portion of the box office receipts generated by a film it distributes.' FY2025 company revenue was $321.56 million. Those are different measures on different bases and should never be set side by side.

**What does the Disney settlement still do to Angel Studios today?**

It encumbers the equity. The settlement agreement dated August 26, 2020, which ended the copyright litigation brought by Disney Enterprises, Lucasfilm, Twentieth Century Fox and Warner Bros Entertainment and later joined by MVL Film Finance, New Line Productions and Turner Entertainment, included a $9.9 million Settlement Promissory Note and a No Use Covenant restricting use of the Film Studios' copyrighted works for 14 years. A Compliance Lien covers all company assets and all equity owned by Neal and Jeffrey Harmon for 14 years from September 30, 2020, which runs to roughly September 2034, and the company disclosed that foreclosure could cause a change of control. The Harmons agreed to a one-year non-compete and risk losing equity interests if four instances of unauthorized use occur in a five-year period, and the company agreed, verbatim, 'not to sue the Film Studios, and not to use resources to lobby to amend the Family Movie Act.'

**What should I read before investing in anything with the Angel name on it?**

Establish first which of the four things you are being offered. For the listed stock, read the FY2025 10-K and the Q2 2026 10-Q, and find the reverse-recapitalization note for the 5.3504621 ratio. For a film company raising on the portal, read that issuer's Form C and every Form C-AR it has filed, and find the capitalization table so you know which class you would hold and what sits above it. For the fund, ask in writing for the limited partnership agreement, the management fee, the carried interest, the minimum, the term, the current portfolio and which filing entity and series you would be subscribing to, because none of that is published. And for any offering naming VAS Portal, LLC or Angel Funding as intermediary, check FINRA's funding-portal roster directly and note the Form CFPORTAL-W filed September 8, 2025.


## Update history

**October 15, 2026: Business combination date corrected to September 10, 2025**

The review dated the Southport business combination to September 16, 2025, the date of the 8-K filed under the new registrant. The FY2025 10-K states that on September 10, 2025 the company 'consummated the previously announced Business Combination', and that Class A common stock commenced trading on the NYSE on September 11, 2025. Every date reference is corrected; the legacy issuer's Form 15-12G was filed the same day the combination closed, not six days before. No figure or score changes.

**September 25, 2026: Bitcoin treasury added: 303.1 bitcoin, an $8.8 million first-half 2026 mark-to-market loss, and a 2025 stretch in which most of it was pledged to lenders**

An evidence pass over the 2025 offering circular flagged a bitcoin treasury strategy the review had not mentioned. The FY2025 10-K carries a full risk section on it and states 'We intend to adopt bitcoin as our primary treasury reserve asset.' Its digital assets note shows approximately 303.1 bitcoin at December 31, 2025, cost basis $19,617,187, carrying value $26,527,560, about 11% of total assets; the position was built in 2024 (182.0 acquired, 53.8 sold at a $1,683,946 realized gain) and none was bought in 2025. The Q2 2025 10-Q shows $28,750,840 of it as a digital assets receivable, bitcoin placed with third-party lenders as collateral against notes payable, with 34.7 held directly; the year-end 10-K shows all 303.1 back as digital assets. Under ASU 2023-08 the holding has been marked to market through earnings since January 1, 2025: a $1,789,357 unrealized loss in FY2025 and an $8,780,298 net loss on digital assets in the first half of 2026, taking the carrying value to $17,747,262 at June 30, 2026. The review adds a paragraph to the structure section, a key fact and a buyer trade-off. Scores are unchanged: the treasury is a Path 1 balance-sheet fact, not a fee, disclosure or outcome input.


## Evidence appendix

Platform website captured September 23, 2026.

Identity and structure are read from the FY2025 Form 10-K of Angel Studios, Inc. (CIK 1865200) filed March 12, 2026, and cross-checked against the legacy issuer's filing history under CIK 1671941. The exchange ratio is quoted verbatim from the 10-K's reverse-recapitalization note and applied only in the two ways the filings support: $44.00 divided by 5.3504621 gives $8.2236, and 6,688,077 restated shares divided by 5.3504621 gives 1,249,999 legacy shares against the 1,250,000 offered. Regulation A offering terms are read from the Form 253G2 filed August 12, 2025 under File No. 024-12632; restated share counts and prices are the 10-K's own Financings table. Print-and-advertising figures are the Q2 2026 Form 10-Q's table for the six months to June 30, 2026 and the year to December 31, 2025, reported as filed and not reconciled against the corporate Regulation A totals. The Regulation CF universe is AltStreet's ingestion of every Form C naming VAS Portal, LLC as intermediary, giving 25 issuers, 37 offerings and $43,406,939 sold, with status and first-filing-year distributions taken from the same ledger. Portal registration facts are the Form CFPORTAL of January 22, 2019, its nine amendments and the Form CFPORTAL-W of September 8, 2025, set beside FINRA's published funding-portal roster as read on September 23, 2026 and the 10-K's own present-tense description; AltStreet states all three and draws no conclusion beyond them. Fund figures are the offering amount, amount sold and investor count on each of the seven series' Form D chains, summed to $13,690,698 and 123 investor slots. Portfolio-company facts are quoted from Toothy Cow Productions, LLC's Form C-AR filed April 28, 2026 and PPW Productions, LLC's Form C filed February 3, 2025. The auditor is named in the FY2025 10-K's audit report: Tanner LLP, PCAOB Firm ID 270, of Lehi, Utah, which states it has served as the company's auditor since 2016 and issued an unmodified opinion with no critical audit matters and no substantial-doubt paragraph; the going-concern wording elsewhere in the 10-K sits in risk factors describing what enforcement of the Reorganization Plan liens would do, and is not an audit qualification. The P&A subsidiary terms, amounts and redemptions are read from each subsidiary's own Form 1-A, Form 253G2, Form 1-SA and Form 1-Z. The Regulation CF payout terms come from the offering documents themselves across all 25 issuers, and the two load-bearing quotations, the 120% cap and the Slingshot distribution, were each re-read against the source filing before publication rather than taken from a summary. Legal history is taken from the company's own disclosures. Market data for ANGX is a September 23, 2026 quote from a market data aggregator and is labeled as a quote wherever it appears; the two cohort comparisons (down about 41% and about 15%) are that quote against the restated entry prices and are the only ratios this review computes.

**Highlights**

- FY2025 10-K, reverse-recapitalization note, verbatim: 'retroactively restated as shares reflecting the exchange ratio established in the Business Combination, which is 5.3504621, with all Angel Legacy Class A common stock and Class C common stock being converted to Class A common stock.'
- FY2025 10-K, Financings, Regulation A offerings: September 2024, 3,538,661 restated Class A shares at $5.66, approximately $20.0 million gross; September 2025, 6,688,077 restated Class A shares at $8.23, approximately $55.0 million gross. 6,688,077 divided by 5.3504621 is 1,249,999 legacy shares against 1,250,000 offered.
- FY2025 10-K on the portal, verbatim: 'VAS Portal was originally founded as a wholly owned subsidiary of Angel Studios, but was sold in 2019 to Harmon Ventures, LLC (an entity indirectly owned by our Chief Executive Officer, Mr. Neal Harmon, and two of his brothers, Messrs. Jeffrey Harmon and Daniel Harmon) (Harmon Ventures). As of the date of this Annual Report, Angel Studios has no ownership interest in VAS Portal.' The same annual report describes VAS Portal as 'an SEC registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority.'
- Form 253G2, 2025-08-12: up to $55,000,000 of Class C Common Stock, 1,250,000 shares at $44.00, Tier 2, minimum five shares; underwriting discount and commissions N/A; proceeds to issuer $44.00 per share; estimated net proceeds approximately $54,650,000; offering terminates on the earlier of full subscription or one year from qualification, extendable one additional year.
- Form 253G2 on the broker-dealer: Rialto Markets LLC is broker-dealer of record and expressly not an underwriter, with investors in the offering 'WILL BE CLIENTS OF THE ISSUER AND NOT RIALTO MARKETS, LLC.'
- Form 253G2 risk factor, verbatim: 'We recently sold shares of our Class C Common Stock in private placements at a price or prices below the $44.00 Offering Price at which we intend to sell the Offered Shares. Further, we have negotiated to sell shares of our Class C Common at a price below the Offering Price in one or more private placements that may close after we commence this Offering.'
- Form 253G2, further verbatim: 'investors waive their right to a jury trial in any claim against us... including any claims made under the federal securities laws'; 'AN INVESTMENT IN THE OFFERED SHARES IS SPECULATIVE, INVOLVES A HIGH DEGREE OF RISK'; and the SPAC valuation formula, '$1.5 billion plus aggregate gross proceeds of any capital raised by Angel Studios prior to Closing, divided by $10.00 per share.'
- angel.com/invest, captured 2026-09-23: '40,773 people raised $54,674,004', footnoted as including subscriptions not yet accepted or closed, initial goal $10M with the right to raise up to $55M; 'You can become an investor for $44.00 a share. That's over 14 times more than we sold our shares for back in 2016' against a graphic showing $3.00 in 2016; and on the same page, the disclosures that the comparison is Class C against Class B, that 'Existing investors ... have not realized any increased value', that 'The offering price of our Class C Shares was determined by the Company', and that 'There is no public market for our Class C Shares, and we do not expect any such market to develop', alongside a promotion of 'Plans to Become Publicly Traded.'
- Q2 2026 10-Q, verbatim: 'The Company has historically financed marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (P&A) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors.'
- Q2 2026 10-Q table: six months to 2026-06-30, Regulation A raised $0.0 million, P&A loans received $10.0 million, P&A loan repayments including interest $57.6 million, redemption of shares for Regulation A investors $5.9 million; year to 2025-12-31, Regulation A raised $13.2 million, P&A loans received $84.0 million, P&A loan repayments including interest $43.5 million, redemption of shares for Regulation A investors $15.8 million.
- Financial condition: FY2025 revenue $321.56 million, up 233% year over year; FY2025 net loss $170.48 million; approximately $83.3 million of cash used in operating activities in FY2025; accumulated deficit approximately $241.5 million at 2025-12-31 and approximately $279.1 million at 2026-06-30; net loss approximately $37.6 million for the six months to 2026-06-30; approximately $18.8 million of cash provided by operating activities in that period; approximately $190.5 million of cash from Angel Guild paid memberships in that period; deferred Guild membership revenue $64.8 million at 2025-12-31 and $81.3 million at 2026-06-30; approximately 2.0 million Angel Guild paying members at 2025-12-31.
- Capital markets: common stock sales generated $104.1 million during 2025; a public offering raised $34.5 million in the six months to 2026-06-30; a $150,000,000 at-the-market equity distribution agreement was entered 2025-12-05 with Oppenheimer, Texas Capital Securities, Maxim Group and Roth Capital Partners at commissions up to 3.0%, under which 196,348 shares were sold for $1.0 million during 2025; Off the Chain, LP bought 1,769,328 shares at $5.66 for $10.0 million payable in bitcoin, agreed 2024-09-30 and closed 2024-10-10.
- AltStreet Form C ingestion, VAS Portal as intermediary: 25 issuers, 37 offerings, $43,406,939 sold; status mix 15 reporting, 13 funded, 4 terminated, 4 dark, 1 in progress; first filings by year 2019 two, 2020 three, 2021 eight, 2022 four, 2023 thirteen, 2024 three, 2025 four. Largest raises: Angel Studios $4,999,986 and $4,999,272; Toothy Cow Productions $4,995,123; Slingshot USA $4,936,993; Tuttle Twins Show $2,609,784; RATD Productions $1,574,729; Shift LLC $3,659,889 across six offerings; Chosen LLC $1,069,962. Five issuers sold nothing at all: AS&R Productions, Black Autumn Show, Possum Trot Film, PPW Productions and Tollers & Jack.
- Angel Acceleration Master Fund, LP Form D series data: A1 (CIK 1949032, first Form D 2023-01-12) $3,042,986 offered, $2,542,986 sold, 12 investors, 506(c) and 3(c)(1); A2 (1969261, 2023-03-14) $4,247,890 / $3,747,890 / 13, 506(c); A3 (1970799, 2023-04-11) $2,928,234 / $2,928,234 / 24, 506(c); A4 (1981698, 2023-07-14) $2,298,068 / $2,298,068 / 25, 506(b); B1 (1987793, 2023-10-31) $772,727 / $772,727 / 16, 506(b); B2 (2004822, 2024-01-29) $719,452 / $719,452 / 16, 506(b); B3 (2014628, 2024-04-03) $681,341 / $681,341 / 17, 506(b). Total sold $13,690,698 across 123 investor slots; every series an Investment Fund or Venture Capital Fund claiming 3(c)(1); last Form D of any series 2024-07-25.
- Toothy Cow Productions, LLC Form C-AR filed 2026-04-28, capitalization at 2025-12-31: Common Units 17,711,299 (voting); Class A Preferred Units 7,670,346 (non-voting, 'Preferred Return before Common Unit distributions'); Class B Preferred Units 1,266,667 (non-voting, preferred return shared pro rata with Class A, before Common).
- Toothy Cow Form C-AR, fund rights, verbatim: 'Angel Acceleration Fund (The Fund) (as the holder of the Class B Preferred Units) and the Common Units have a right of first refusal if a Member desires to transfer their membership interests'; 'The Fund ... has a preemptive right to purchase any New Securities ... proposed to be offered by the Company'; 'The Fund ... may elect to have the Company repurchase its Class B Preferred Units upon certain trigger events'; 'The Fund ... has the right to designate one individual (the Preferred Manager) to the Company's Board of Managers' and 'The vote of the Preferred Manager ... is required for the Company to take certain actions.'
- Toothy Cow Form C-AR, conflicts, verbatim: 'Ajay Madhok is simultaneously a Board of Managers member of TCP and a General Partner of Angel Acceleration Fund and EVP at Angel Studios, the acquiring entity'; board bio 'Ajay Madhok Managing Partner of Angel Acceleration Fund and EVP of Business Strategy at Angel Studios'; 'revenue concentration of 100% of revenues derive from Angel Studios, and equity interests held by related parties of Angel Studios including Angel Acceleration Fund and Harmon Brothers, LLC'; 'After nearly 5 years of distribution partnership, on November 14th it was announced in the trades that the Company has entered into an agreement to be acquired by Angel Studios. As of the time of this filing, the transaction is still in-process.'
- Chapter 11 and copyright litigation: voluntary petition filed 2017-10-18, Case No. 17-29073, District of Utah, operating as debtor in possession; reorganization plan confirmed 2020-09-04, effective 2020-09-30; suit brought by Disney Enterprises, Lucasfilm, Twentieth Century Fox and Warner Bros Entertainment, later joined by MVL Film Finance, New Line Productions and Turner Entertainment.
- Disney Settlement Agreement dated 2020-08-26: a $9.9 million Settlement Promissory Note; a No Use Covenant restricting use of the Film Studios' copyrighted works for 14 years; a Compliance Lien covering all company assets and all equity owned by Neal and Jeffrey Harmon for 14 years from 2020-09-30, running to roughly September 2034, with foreclosure able to cause a change of control; a one-year non-compete on the Harmons and the risk of losing equity interests on four instances of unauthorized use in a five-year period; and, verbatim, 'we have also agreed not to sue the Film Studios, and not to use resources to lobby to amend the Family Movie Act.'
- The Chosen arbitration: initiated 2023-04-04 alleging material breaches of the October 2022 distribution agreement; interim award 2024-05-28 granting the claims and terminating the agreement effective that date; final award 2024-09-25 granting a portion of costs and fees; appeal filed 2024-10-25; appellate panel upheld the award 2025-06-13. 5&2 Studios, Inc. (CIK 1733443) has filed SC 13E-3 going-private filings through 2026-03-30.
- Slingshot USA, LLC v. the Company: complaint dated 2025-03-05, served 2025-03-11, Utah State Court, Fourth Judicial District, alleging breach of a 2021 Content Distribution Agreement, deceptive business practices and misleading fundraising activities; motion to strike 2025-04-11; amended complaint 2025-04-25. Slingshot USA raised $4,936,993 through Angel's own Regulation CF portal. Allegations, not findings.
- Guaranty default: on 2025-02-19 the company received a default notice from the lender on an October 2024 guaranty backing a filmmaker's secured note, amended to $8.5 million, against which the company had made $2.0 million of payments.
- Bitcoin treasury, verbatim from the circular: 'We intend to adopt bitcoin as our primary treasury reserve asset'; 'We retain the economic risk of the bitcoin'; 'We never store, view or directly access our private keys.' Bitcoin assets were over $28.4 million at 2024-12-31 and $3.3 million at 2025-03-31 as stated in the guaranty-repayment context.
- Other structural facts: a 50% interest in Fig Real Estate Holdings, LLC, the entity leasing the corporate office space, at $0.4 million annually in FY2024 and FY2023; a dual-class structure post-merger with Class A one vote and Class B ten votes per share and 168,614,117 Class A and Class B shares outstanding as of September 2025; and the Angel Guild pledge, verbatim: 'When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely, or admirable.'
- Box office as the company states it: His Only Son released March 2023 'grossing over $13.5M in the box office'; Sound of Freedom 'grossed over $250M'; later releases Cabrini, Sound of Hope: The Story of Possum Trot, Homestead, The Last Rodeo and The King of Kings; 'over $400M' of gross box office for films it distributed, per TheNumbers.com; and the company's own disclosure, verbatim: 'Box office performance of films distributed by Angel Studios, Inc. is greater than the revenue generated by Angel Studios. Angel Studios receives only a portion of the box office receipts generated by a film it distributes.'
- Marketing metric conflicts: Angel Guild membership stated as '1.5+ million members' and 'over 2.2 million' on the same page and as 3 million elsewhere in September 2026, against a filed figure of approximately 2.0 million paying members at 2025-12-31; the fund site's '1 Billion+ views per year' for Dry Bar Comedy against the 10-K's 'over five billion views, including social media'; and '$50 in avg. revenue per viewer' for Tuttle Twins, unsourced.

**Primary source pages**

- Form 10-K, Angel Studios, Inc. (CIK 1865200), filed 2026-03-12: reverse-recapitalization note with the 5.3504621 exchange ratio; Financings section with the September 2024 and September 2025 Regulation A offerings at restated $5.66 and $8.23; related-party disclosure on VAS Portal and Harmon Ventures; Angel Guild paying members at 2025-12-31; Disney settlement, The Chosen arbitration and guaranty-default disclosures
- Form 10-Q, Angel Studios, Inc., period ended 2026-06-30, filed 2026-08-04: print-and-advertising financing table with Regulation A raised, P&A loans received, P&A loan repayments including interest and redemption of shares for Regulation A investors; operating cash flow; Angel Guild membership cash and deferred revenue; accumulated deficit
- Form 253G2, Angel Studios, Inc. legacy issuer, filed 2025-08-12, File No. 024-12632: up to $55,000,000 of Class C Common Stock, 1,250,000 shares at $44.00, Tier 2, five-share minimum, no underwriting discount, estimated net proceeds approximately $54,650,000, Rialto Markets LLC as broker-dealer of record and expressly not underwriter, SPAC valuation formula, below-price private-placement risk factor, jury-trial waiver, bitcoin treasury intention
- Form 1-SA, legacy issuer (CIK 1671941), filed 2018-09-28: 'caused us to cease all business and revenue generating activities at the end of fiscal year 2016'; adverse outcome recorded as probable
- Form 15-12G, Angel Studios Legacy, Inc., filed 2025-09-10
- Form 8-K, Angel Studios, Inc., filed 2025-09-16: closing of the business combination with Southport Acquisition Corporation
- Form CFPORTAL, VAS Portal, LLC (CIK 1749383, SEC File No. 7-165), filed 2019-01-22, with nine amendments; Form CFPORTAL-W filed 2025-09-08
- FINRA published funding-portal roster, read 2026-09-23: no entry for VAS Portal, Angel Funding or Ridge
- AltStreet Form C ingestion, intermediary VAS Portal: 25 issuers, 37 offerings, $43,406,939 sold, first filing 2019-06-24, last 2025-06-17
- Revenue Participation Agreement for The Sound of Freedom, Angel Studios, Inc. Form C filed 2023-05-25, accession 0001671941-23-000002, exhibit 3_revenueagmt.pdf: the 120% cap and the first-priority claim on Gross Receipts, quoted verbatim
- Form C-AR, Slingshot USA, LLC, accession 0001214659-26-002612: the $77,917,159.92 sale of the DAVID intellectual property to Giant Slayer SPV, a vehicle formed between Angel Studios and 2521 Entertainment; the final liquidation distribution of 9.9% above capital contributions; the $15,710,969 distribution payable at 2025-10-31; termination of the distribution services agreement on 2025-10-07; the plan of dissolution approved 2025-11-07
- Form 1-Z exit reports, Angel Studios 001 (CIK 2007756, filed 2025-05-20), 010 (CIK 2060101), 022 (CIK 2064758) and 024 (CIK 2070718, each filed 2026-04-09): amounts qualified and sold, $1.00 per security, North Capital Private Securities Corporation as escrow facilitator, no underwriter or sales commission listed
- Form 1-SA, Angel Studios 010, Inc. and Angel Studios 022, Inc., both filed 2026-01-16: the $1.15 stated value, the capped 15% return, the June 2025 and August 2025 board redemption determinations, and each film's period revenue and result
- Form 10-K, Angel Studios, Inc., audit report: Tanner LLP, PCAOB Firm ID 270, Lehi, Utah, auditor since 2016, unmodified opinion, no critical audit matters
- Form C-AR, Toothy Cow Productions, LLC, filed 2026-04-28: capitalization at 2025-12-31 (Common 17,711,299; Class A Preferred 7,670,346; Class B Preferred 1,266,667); fund right of first refusal, preemptive right, repurchase election and Preferred Manager designation; Ajay Madhok board bio and conflicts disclosure; 100% revenue concentration with Angel Studios; announced acquisition still in-process
- Form C, PPW Productions, LLC, filed 2025-02-03: '$1,000,000 ($500,000 of equity (in the form of Class A Preferred Units) and if needed, $500,000 of gap financing, with the right to convert to equity) provided by AAF Q4 2024, a series of Angel Acceleration Fund II LP & Angel Acceleration Master Fund, LP'
- Form D chains, Angel Acceleration Master Fund, LP series A1 (CIK 1949032), A2 (1969261), A3 (1970799), A4 (1981698), B1 (1987793), B2 (2004822) and B3 (2014628), 2023-01-12 to 2024-07-25, all at 119 South Main Street, Seattle WA, related persons Belltower Fund Group, Ltd. and Fund GP, LLC
- angel.com/invest, captured 2026-09-23: '40,773 people raised $54,674,004' with its subscription footnote; the '$44.00 a share ... over 14 times more than we sold our shares for back in 2016' comparison and its Class C against Class B disclosure; 'Plans to Become Publicly Traded'
- angelacceleration.fund, captured 2026-09-23: four live pages, thirteen 404 paths, accredited-investor and bad-actor statement, team page naming Rob McMillen, Jordan Harmon, Ajay Madhok and Kyle Poulin, and the $10 billion and $1 billion pipeline projections
- Market data aggregator quote for ANGX, 2026-09-23: $4.82, market capitalization approximately $900 million, 52-week range $2.045 to $9.850, approximately 186.76 million shares outstanding


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