重大事件
即時報告
8-K
2026-06-30
Angel Studios修訂兩項合併協議 延長截止日期並提供逾2300萬美元營運資金
AI 繁中摘要
Angel Studios, Inc.（以下簡稱「公司」）於2026年6月29日提交了一份8-K表格，披露其就兩項重大合併協議進行了修訂及重述。
首先，公司與Tuttle Twins Show, LLC（「TTS」）簽訂了經修訂及重述的合併協議（「A&R TTS合併協議」）。主要修訂包括：(i) 將外部截止日期延長至2026年10月31日；(ii) 取消原本需要Daniel Harmon簽署節目製作人協議的交割條件。值得注意，公司部分董事及高層（包括Neal Harmon、Jeffrey Harmon、Jordan Harmon、Daniel Harmon及Benton Crane）及其家族成員、關聯實體持有TTS單位，並將在合併完成時獲得公司A類普通股作為代價。截至2026年6月23日，公司關聯方持有TTS約41.6%的單位。此外，公司在談判期間已承諾為TTS第四季的營運提供資金；若收購最終未能完成，自2025年9月10日起提供的營運資金將按每單位1.16美元轉換為TTS優先單位。至今公司已向TTS提供1,170萬美元。
其次，公司與Toothy Cow Productions, LLC（「TCP」）簽訂了經修訂及重述的合併協議（「A&R TCP合併協議」）。主要修訂包括：(i) 外部截止日期同樣延至2026年10月31日；(ii) 以簽訂新的TCP授權協議取代原本要求確認知識產權轉讓協議的交割條件；(iii) 釐清交割時應付的代價；(iv) 修改合併結構，使Angel TCP Merger Sub成為存續公司，TCP則終止存在。公司關聯實體持有TCP單位，截至6月23日持股比例為2.4%。公司亦承諾為TCP第三季及第四季營運提供最多1,190萬美元的資金；若收購未完成，已提供的資金將按每單位1.50美元轉換為TCP B類優先單位，並附帶認股權證。至今公司已向TCP提供1,190萬美元。
這些修訂反映了公司持續推進對TTS及TCP的收購，並透過內部資金支持其營運。若交易順利完成，公司將整合相關內容資產；若未能完成，資金支持將轉化為股權或優先權益。投資者需留意關聯交易的潛在利益衝突，以及合併完成後股份稀釋的影響。公司表示將在截至2026年6月30日的季度報告10-Q中提交協議全文。
展開英文正文
false 0001865200 0001865200 2026-06-29 2026-06-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2026 Angel Studios, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-56642 46-5217451 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 295 W Center St. Provo, UT 84601 (Address of principal executive offices) (760) 933-8437 (Registrant’s telephone number, including area code) None. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share ANGX The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 1.01 Entry Into a Material Definitive Agreement As previously disclosed, on November 14, 2025, Angel Studios, Inc., a Delaware corporation (the “Company” or “Angel Studios”), entered into (i) an Agreement and Plan of Merger (the “Original TTS Merger Agreement,” and, such transactions contemplated thereby, the “TTS Merger”), by and among the Company, Angel Tuttle Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Angel Tuttle Merger Sub”), Tuttle Twins Show, LLC, a Utah limited liability company (“TTS”), and Daniel Harmon, as Unitholder Representative, and (ii) an Agreement and Plan of Merger (the “Original TCP Merger Agreement,” and, such transactions contemplated thereby, the “TCP Merger”), by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Angel TCP Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle Productions, LLC, a Tennessee limited liability company, as Unitholder Representative. On June 29, 2026, the Company entered into Amended and Restated Agreements and Plans of Merger with respect to each of the Original TTS Merger Agreement (the “A&R TTS Merger Agreement”) and Original TCP Merger Agreement (the “A&R TCP Merger Agreement,” and together with the A&R TTS Merger Agreement, the “A&R Merger Agreements”), which amend and restate in their entirety the corresponding Original TTS Merger Agreement and Original TCP Merger Agreement as described below. A&R TTS Merger Agreement The key revisions to the A&R TTS Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026 (as defined in the A&R TTS Merger Agreement) and (ii) eliminating as a closing condition the requirement of a showrunner agreement for Daniel Harmon. As previously disclosed, certain directors and officers of the Company or their family members are TTS Key Operators and signatories to the TTS Support Agreements, including the Company’s officers Neal Harmon, Jeffrey Harmon, Jordan Harmon and Daniel Harmon and director Benton Crane. Daniel Harmon, brother of Neal, Jordan, and Jeffrey Harmon, along with the Company’s CEO Neal Harmon, President Jordan Harmon, director Benton Crane, certain family members of the Company’s directors and officers, and certain affiliated entities of the Company, including Harmon Brothers, LLC and VAS Portal, LLC, own units of TTS, and such individuals and entities will receive shares of Company Class A Common Stock, par value $0.0001 per share (the “Company Class A Common Stock”) as consideration in the TTS Merger. As of June 23, 2026, Company related parties own 41.6% of the units of TTS. Further, while negotiations were ongoing, the Company committed to funding the operations of TTS through the entirety of season four. If the acquisition of TTS by the Company is not consummated, any amount of operational funding provided by the Company to TTS since September 10, 2025 will be converted into preferred units of TTS at $1.16 per unit. The Company has provided $11.7 million to TTS to date. A&R TCP Merger Agreement The key revisions to the A&R TCP Merger Agreement include, but are not limited to, (i) extending the Outside Date to October 31, 2026, (ii) replacing as a closing condition the previously required execution of a confirmation of an intellectual property assignment agreement with a requirement that the parties enter into a new TCP A&R License Agreement, (iii) clarifying the consideration to be payable at closing of the TCP Merger, and (iv) revising the merger structure of the TCP Merger such that, following the TCP Merger, Angel TCP Merger Sub shall continue as the Surviving Company and the separate existence of TCP shall cease (each, as defined in the A&R TCP Merger Agreement). 2 As previously disclosed, certain affiliated entities of the Company own units of TCP, and such entities will receive shares of Company Class A Common Stock as consideration in the TCP Merger. As of June 23, 2026, Company related parties own 2.4% of the units of TCP. Further, while negotiations were ongoing, the Company committed to funding the operations of TCP through season three and season four, with a maximum commitment of $11.9 million. If the acquisition of TCP by the Company is not consummated, any amount of operational funding provided by the Company to TCP will be converted into TCP Class B Preferred Units at $1.50 per unit plus a warrant to purchase TCP Common Units at a nominal strike price for each two units of Class B preferred units of TCP received. The Company has provided $11.9 million to TCP to date. The foregoing summary of the A&R Merger Agreements do not purport to be a complete description and are subject to and qualified in their entirety by reference to the full text of the A&R TTS Merger Agreement and A&R TCP Merger Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANGEL STUDIOS, INC. Date: June 29, 2026 By: /s/ Scott Klossner Scott Klossner Chief Financial Officer 4