424B5 1 tm2611364d1_424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291514

PROSPECTUS SUPPLEMENT

(To Prospectus December 4, 2025)

14,300,000 Shares

Class A Common Stock

We are offering 14,300,000 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

Our Class A Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ANGX.” The last reported sales price per share of our Class A Common Stock on the NYSE on April 9, 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 certain reduced public company reporting requirements.

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Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page S-9 of this prospectus supplement 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 consider before making an investment in our Class A Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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	Per Share		Total
Public offering price	$	2.10	$	30,030,000
Underwriting discounts and commissions⁽¹⁾	$	0.1155	$	1,651,650
Proceeds to us (before expenses)	$	1.9845	$	28,378,350

⁽¹⁾ See the section entitled “Underwriting” beginning on page S-13 for a description of the compensation payable to the underwriters.

Delivery of the Class A 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 Class A Common Stock at the 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

PROSPECTUS SUPPLEMENT	Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-1
ABOUT THIS PROSPECTUS SUPPLEMENT	S-3
SUMMARY	S-4
THE OFFERING	S-8
RISK FACTORS	S-9
USE OF PROCEEDS	S-11
DILUTION	S-12
UNDERWRITING	S-13
LEGAL MATTERS	S-17
EXPERTS	S-18
WHERE YOU CAN FIND MORE INFORMATION	S-19
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-20

PROSPECTUS

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
ABOUT THIS PROSPECTUS	3
PROSPECTUS SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	19
PLAN OF DISTRIBUTION	20
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	23
LEGAL MATTERS	24
EXPERTS	25

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 believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure 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 future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future 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 similar expressions.

Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this prospectus supplement, could affect the future results of the Company, and could cause those results or other outcomes to differ 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 and therein 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 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 the Company’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 the Company utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks;

the Company’s ability to successfully, or profitably, compete with current and new competitors;

the Company’s ability to consummate any interim financing, and the ability of the Company to raise additional capital, if necessary;

the Company’s ability to successfully defend litigation or investigations;

the ability to maintain the listing of the Class A Common Stock on the NYSE;

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the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors;

changes in applicable laws or regulations;

geopolitical events and general economic conditions; and

other risks and uncertainties set forth in our Annual Report on Form 10-K filed with the SEC on March 12, 2026 in the section entitled “Risk Factors,” which is incorporated herein by reference, and in other documents we file with the SEC from time to time.

The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus supplement and the accompanying prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially and adversely from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. These statements speak only as of the date hereof, and the Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this prospectus supplement, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which contains specific information about the terms on which we are offering and selling our Class A Common Stock and important business information about us. The second part is the accompanying prospectus which contains and incorporates by reference important business and financial information about us and other information about this offering. This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”).

You should read this prospectus supplement along with the accompanying prospectus, as well as the information incorporated by reference herein and therein, carefully before you purchase shares of our Class A Common Stock. These documents contain important information that you should consider before making your investment decision. This prospectus supplement and the accompanying prospectus contain the terms of this offering of our Class A Common Stock. The accompanying prospectus contains information about certain of our securities generally, some of which does not apply to our Class A Common Stock. This prospectus supplement may add, update or change information contained in, or incorporated by reference in, the accompanying prospectus. If the information in, or incorporated by reference in, this prospectus supplement is inconsistent with any information contained in, or incorporated by reference in, the accompanying prospectus, the information in, or incorporated by reference in, this prospectus supplement will apply and supersede the inconsistent information contained in or incorporated by reference in the accompanying prospectus.

It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanying prospectus before making your investment decision. You should also read and consider the additional information incorporated by reference in this prospectus supplement and the accompanying prospectus before making your investment decision. See “Where You Can Find More Information” in this prospectus supplement.

You should rely only on the information contained in, or incorporated by reference in, this prospectus supplement, the accompanying prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor the underwriters have authorized any other person to provide you with additional or different information. If anyone provides you with additional or different information, you should not rely on it. Neither we nor the underwriters are making an offer to sell our shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless this prospectus supplement otherwise indicates or the context otherwise requires, all references in this prospectus supplement to “we,” “us,” or “our” or the Company refer to Angel Studios, Inc. Unless otherwise expressly stated or the context otherwise requires, all information in this prospectus supplement assumes that the option to purchase additional shares granted to the underwriters is not exercised in whole or in part.

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SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus supplement or incorporated by reference in this prospectus supplement or the accompanying prospectus. It may not contain all of the information that is important to you. You should carefully read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein before deciding whether to invest in our securities.

Overview

We are a media and technology company guided by a community of approximately 2.2 million grassroots Angel Guild members championing values-driven stories. The combination of our community and our technology platform replaces the traditional Hollywood gatekeeper model with a scalable, data-informed approach to film and TV show decisions that improves with each new member and interaction.

Our community, the Angel Guild (“Angel Guild”), is at the heart of this mission.

The Angel Guild votes to select film and TV shows.

The Angel Guild rallies in theaters to support film releases.

The Angel Guild funds future films and TV shows with their membership.

As of March 13, 2026, through the Angel Guild, approximately 2.2 million paying members help decide what film and TV projects we will market and distribute.

Pledge to Amplify Light

All Angel Guild members make a written pledge stating: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely or admirable.”

Our Technology and Artificial Intelligence

Technology Platform

Our proprietary technology platform powers the Angel Guild experience and our film and TV show selection, marketing, distribution, and streaming operations. The Angel App is available across iOS, Android, Roku, Fire TV, Samsung Smart TV, Apple TV, and Apple Vision Pro. Key technology components include:

Guild Score Engine. Our proprietary algorithm aggregates member voting signals to generate a guild score (the “Guild Score”) for each film or TV show submission. Only submissions that achieve a Guild Score above our established acceptance threshold are approved through the voting process. This threshold reflects our community’s collective assessment that the film or TV show amplifies light and demonstrates strong audience appeal. The Guild Score system processes input from our growing membership base, and we believe its predictive accuracy improves as our community scales.

Film and TV Show Discovery and Recommendations. We use AI and data-driven systems within the Angel App to match films and TV shows to member preferences based on viewing behavior, voting patterns, and engagement signals. During 2025, the integration of AI into our discovery and recommendation processes helped contribute to an increase in member view hours.

Audience Intelligence. The behavioral data generated by our approximately 2.2 million members represents a proprietary dataset of values-driven entertainment preferences that we believe is differentiated in our industry. We use this data to inform greenlight decisions, marketing strategy, theatrical release planning, and film and TV show acquisition priorities.

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We believe our technology platform creates a compounding advantage: each new member generates signals that improve our film and TV show selection and recommendation accuracy, thereby increasing member satisfaction and retention, leading to higher revenues which fund additional films and TV shows, and ultimately attracting new members to the platform.

Artificial Intelligence in Our Operations

We utilize and integrate artificial intelligence tools and techniques throughout the Company. Our engineering teams use AI-assisted development tools to accelerate software delivery, which has enabled us to deliver complex, multi-platform projects on timelines that would not have been achievable previously.

Beyond engineering, we are deploying AI tools in media operations, where AI-assisted workflows have helped reduce media file preparation time; in data analysis, where AI has improved the speed and capacity of our analytical capabilities; and in film and TV show acquisition, where we are building tools to identify and evaluate potential partnerships. We have also integrated AI capabilities into our member support systems to improve response quality and resolution speed.

Our approach to artificial intelligence is guided by principles focused on accelerating human work, creativity, and judgment in service of our mission; strengthening relationships within the Angel community; and safeguarding personal information. We plan to continue expanding our use of AI across the organization and believe that our ability to adopt and deploy AI tools rapidly provides a meaningful operational advantage.

Our Competitive Advantages

We believe our competitive position is strengthened by several factors that are difficult to replicate:

Community Data Moat

Our Angel Guild community of approximately 2.0 million members generates a proprietary dataset of film and TV show preferences, voting patterns, viewing behavior, and engagement signals. We believe this dataset—the scale and specificity of which we are not aware of any competitor possessing for values-driven entertainment—enables us to make film and TV show selection, marketing, and distribution decisions with greater confidence and efficiency than traditional approaches.

AI-Accelerated Operations

Our adoption of artificial intelligence across engineering, film and TV show operations, and business functions enables us to develop technology, prepare films and TV shows for distribution, including tools for preparation, quality assurance, digital rights management, and production workflow efficiency (“Film and TV Show Technology”), and respond to market opportunities at a pace that we believe exceeds what our organization could achieve through traditional methods. We intend to continue expanding AI adoption across the company.

Trust and Curation

As AI technologies increasingly help audiences discover films and TV shows, we believe the most powerful entertainment experiences come from combining intelligent technology with trusted human communities. Our community-curated, values-driven model works alongside emerging technologies to help audiences navigate an expanding world of content with confidence. Guided by our Guild members’ pledge to select films and TV shows that are “true, honest, noble, just, authentic, lovely or admirable,” we bring a human perspective that enriches and complements AI-powered discovery.

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Business Plan

We are a community-driven media company that uses technology to empower audiences to decide which stories get produced and distributed, while creating communities around each project. Filmmakers pitch projects to the Angel Guild, which include individuals from all over the world, to find stories and filmmakers that amplify light. After projects pass the Angel Guild, investors in Angel Studios (“Angel Investors”) are given the opportunity to fund the projects they are most excited to see, via the Angel Funding Portal discussed below. Post-production, films and TV shows are delivered directly to viewers and grow as fans share with others.

Our distribution clients utilize the services of VAS Portal, LLC d/b/a Angel Funding (“VAS Portal”), an SEC registered Funding Portal (SEC File No. 7-165) and a member of the Financial Industry Regulation Authority (“FINRA”), to facilitate crowdfunding of their projects by Angel Investors via what we refer to as the “Angel Funding Portal.” VAS Portal and the Angel Funding Portal are operated independently and currently offer crowdfunding opportunities exclusively to Angel Investors. 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 first project launched by us for distribution was Dry Bar Comedy. Dry Bar Comedy is currently one of the largest collections of clean stand-up comedy in the world with over five billion views, including social media. Shortly thereafter, we entered into a consulting and coordination agreement with The Chosen, Inc. (f/k/a The Chosen, LLC) (“The Chosen”) to produce a new type of TV series where each season is funded by the audience. As part of the agreement, we (i) provided The Chosen with certain consultation and advice related to The Chosen’s crowdfunding offering, (ii) designed and built a technological platform for The Chosen to facilitate its crowdfunding offering and (iii) provided various public relations and marketing and advertising services for The Chosen. The series “The Chosen” went on to become one of the largest equity crowdfunded media projects of all time, amassing an audience of more than one hundred million. On October 18, 2022, we entered into an agreement with The Chosen under which we were granted a limited license to distribute, solely on the Angel App, all previous and future episodes and seasons of the series “The Chosen,” and any future audiovisual productions derivative thereof (the “Chosen Agreement”). On April 4, 2023, The Chosen initiated a private binding arbitration against us alleging certain material breaches of contract under the Chosen Agreement, seeking to terminate the Chosen Agreement. On May 28, 2024, the arbitrator in the arbitration proceedings issued an interim arbitration award (the “Interim Arbitration Award”) granting The Chosen’s breach of contract claims and terminating the Chosen Agreement effective as of May 28, 2024. On September 25, 2024, the final award (the “Final Arbitration Award”) was issued, which remained consistent with the Interim Arbitration Award and granted a portion of The Chosen’s costs and fees. On October 25, 2024, we filed an appeal of the Award with an appellate panel of arbitrators (the “Panel”), as permitted under the arbitration provision of the Chosen Agreement. On June 13, 2025, the Panel upheld the Award, and we intend to comply with its terms, including with respect to the termination of the Chosen Agreement effective as of May 28, 2024. On July 11, 2025, we entered into a settlement and release agreement with The Chosen for dismissal and mutual release of all pending matters. We settled all pending claims and liabilities as part of the award in July 2025. For more information, see “Part I, Item 3. Legal Proceedings—The Chosen Arbitration.”

Building on our early successes, we launched several new initiatives that focus on films and TV shows in markets currently underserved by the traditional studio system.

During 2023, we launched a new theatrical division and released “His Only Son,” which debuted at #3 in the U.S. box office according to distributor data provided to TheNumbers.com. On July 4, 2023, we released “Sound of Freedom,” which debuted at #1 in the U.S. box office according to distributor data provided to TheNumbers.com. Our innovative theatrical strategy combines the power of the Angel Guild’s predictive capabilities in identifying movies that we believe deserve a theatrical release with the efficiency of crowdfunding the prints and advertising (“P&A”) funds needed to market the film. In addition, using our self-developed and controlled “Theatrical Pay it Forward” technology, we are able to offer a community-based in-person cinema experience whereby, after experiencing a film in the theater, people have the opportunity to share that experience with others by purchasing tickets, through the Angel App or on our website, for those who would not otherwise watch the film at a theater. The Theatrical Pay it Forward technology combines standard payment processing technology with a streamlined redemption process that allows recipients of the Theatrical Pay it Forward tickets to select a theater and showtime of their choosing for the respective film.

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Not all of our films or TV shows launch theatrically. We consider multiple different distribution strategies for our films and TV shows, including licensing of the content across a wide range of global distribution platforms and networks that include transactional video on demand, electronic sell thru, subscription video on demand (“SVOD”), ad-supported video on demand and free video on demand. We also make our content available through our own streaming service via the Angel App or on our website (www.angel.com). The Angel App is available to download for free from the Google Play Store on Android mobile devices, Google TV devices and Android TV devices, from the Apple App Store on iOS mobile devices, from Roku TV, from the Fire TV Channels Store on Fire TV and from Samsung Smart TV. While most content can be watched for free on the Angel App, members of the Angel Guild are provided with early access to most of the content that we distribute.

We are regularly testing, introducing and building new and exciting community-based features to help us achieve the goal of finding and sharing stories with the world that amplify light.

Founding

We were founded in 2013 by our Chief Executive Officer, Neal Harmon, along with his brothers Daniel, Jeffrey and Jordan, and their cousin, Benton Crane.

Preliminary Financial Estimates

On April 10, 2026, we disclosed that we expect to report revenue for the first quarter of 2026 in the range of $105.0 million to $109.0 million and Adjusted EBITDA for the first quarter of 2026 in the range of $(4.0) million to $(6.0) million. These preliminary financial estimates are based on our current expectations and may be adjusted as a result of, among other things, the completion of customary quarter-end close review procedures and financial review. We expect to report our financial results for the period ending March 31, 2026 during our earnings call for the first quarter of 2026 which is expected to be held in May 2026. These preliminary financial estimates have been prepared by, and are the responsibility of, the Company’s management. Tanner LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to these preliminary financial estimates. Accordingly, Tanner LLP does not express an opinion or any other form of assurance with respect thereto. During the course of the preparation of our financial statements and related notes as of and for the three months ended March 31, 2026, we may identify items that would require us to make material adjustments to the preliminary financial estimates presented herein. As a result, investors should exercise caution in relying on this information and should not draw any inferences from this information. These preliminary financial estimates should not be viewed as a substitute for full financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) and reviewed by our independent registered public accounting firm. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

“Adjusted EBITDA” is a non-GAAP financial measure defined by the Company as earnings before interest, taxes, depreciation, amortization, stock compensation expense, and the gain/loss on digital assets, as well as exceptional items. Management uses Adjusted EBITDA as a supplemental measure of operating performance to evaluate the performance of the Company’s core business operations, to facilitate comparisons of operating results across reporting periods, and to assist in planning and forecasting future periods. Adjusted EBITDA is presented as a supplemental measure of the Company’s operating performance and should not be considered in isolation or as a substitute for net loss or any other measure of financial performance calculated in accordance with GAAP and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measure used by other companies. This non-GAAP measure excludes certain items required by GAAP and should not be considered as an alternative to information reported in accordance with GAAP.

A reconciliation of Adjusted EBITDA to net loss is not available without unreasonable effort due to the variability, complexity and limited visibility of certain reconciling items. These items include, but are not limited to, interest expense, income tax expense (benefit), depreciation and amortization, stock-based compensation, restructuring and other non-recurring charges, transaction-related costs, changes in fair value of financial instruments, and other items that may not be indicative of our ongoing operating performance. These reconciling items could have a significant and unpredictable impact on our future GAAP results.

Corporate Information

The Company was incorporated in Delaware on April 13, 2021. Our principal executive offices are located at 295 W Center Street Provo, Utah 84601, and our telephone number is (760) 933-8437. Our website address is https://ir.angel.com/. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus supplement and is not incorporated by reference herein. We have included our website address in this prospectus supplement solely for informational purposes.

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THE OFFERING

Issuer	Angel Studios, Inc.

Common Stock Offered by Us	14,300,000 shares of our Class A Common Stock (plus up to an additional 2,145,000 shares of Class A Common Stock that we will issue and sell in the event the underwriters exercise their option to purchase additional shares in full).

Common Stock to be Outstanding After this Offering	183,395,572 shares of our Common Stock (or 185,540,572 shares of Common Stock if the underwriters exercise in full their option to purchase additional shares in full).

Use of Proceeds	We intend to use the net proceeds from this offering for general corporate purposes, which may include, among other things, capital expenditures and working capital. See the section of this prospectus supplement entitled “Use of Proceeds” beginning on page S-11.

Market for Class A Common Stock	Our Class A Common Stock is currently listed on NYSE under the symbol “ANGX.”

Risk Factors	An investment in our securities involves a high degree of risk. Before making an investment decision, investors should carefully consider the information set forth in the section of this prospectus supplement entitled “Risk Factors” beginning on page S-9, as well as the other risks and uncertainties described in the documents that we file with the SEC that are incorporated herein by reference.

The number of shares of Common Stock to be outstanding after this offering is based on 169,095,572 shares of the Company’s Class A Common Stock and Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), issued and outstanding as of December 31, 2025, and excludes, as of such date the following:

17,318,680 shares of our Common Stock reserved for issuance under our 2025 Long-Term Incentive Plan.

14,376,933 shares of our Common Stock reserved for issuance for the shares underlying former options which are exercisable into Class A Common Stock.

17,219,709 shares of our Common Stock reserved for issuance upon conversion of the shares underlying former options which are exercisable into Class B Common Stock.

902,968 shares of our Common Stock reserved for issuance upon conversion of a convertible feature on outstanding debt which are exercisable into Class A Common Stock.

748,395 shares of our Common Stock reserved for issuance for the shares of warrant offerings which are exercisable into Class A Common Stock.

Unless otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their option to purchase up to 2,145,000 additional shares of Class A Common Stock.

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RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus supplement and the accompanying base prospectus, including the risk factors incorporated by reference from our most recent Annual Report on Form 10-K. Our business, financial condition and results of operations could be materially adversely affected by any of these risks. Each of the risk factors described in the documents referenced above could adversely affect our business, operating results, financial condition and cash flows, as well as adversely affect the value of an investment in our Common Stock, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section titled “Special Note Regarding Forward-Looking Statements.” For additional information, please see the sources described under the caption “Where You Can Find More Information.”

Our stock price may be volatile and you may be unable to sell your shares at or above the offering price.

The market price of our Class A Common Stock is highly volatile and subject to wide fluctuations. In addition, trading volume in our Class A Common Stock is subject to fluctuation and could cause significant price variations to occur. Some of the factors that could result in fluctuations in the price or trading volume of our Class A Common Stock include, among other things: actual or anticipated changes in our current or future financial performance, changes in market interest rates, and general market and economic conditions. We cannot assure you that the market price of our Class A Common Stock will not fluctuate or decline significantly.

Further, the stock markets may experience extreme price and volume fluctuations that can affect the market prices of equity securities. These fluctuations can be unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, could harm the market price of our Class A Common Stock.

If the market price of our Class A Common Stock after this offering does not exceed the offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

Future sales of our Class A Common Stock could have an adverse effect on our stock price.

We cannot predict the effect, if any, of future sales of Class A Common Stock, or the availability of shares for future sales, on the market price of our Class A Common Stock. Sales of substantial amounts of Class A Common Stock, or the perception that such sales could occur, could dilute existing holders of our Class A Common Stock and may adversely affect prevailing market prices for our Class A Common Stock.

Sales of our Class A Common Stock in this offering or otherwise, or the perception that such sales may occur, could cause the market price of our Class A Common Stock to fall.

We may issue additional shares of our Class A Common Stock in subsequent public offerings or private placements for general corporate purposes or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders’ interests in us.

Management has broad discretion as to the use of net proceeds of this offering, and may not use these net proceeds in a manner desired by our stockholders.

Our management will have broad discretion as to the use of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of the net proceeds of this offering, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Our needs may change as our business evolves. As a result, the net proceeds to be received in this offering may be used in a manner significantly different from our current expectations. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return.

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The dual class structure of our Common Stock has the effect of concentrating voting control with certain stockholders who hold shares of our Class B Common Stock. This will limit or preclude your ability to influence corporate matters, including the election of directors and amendments of our organizational documents.

Our Class B Common Stock has ten votes per share, and our Class A Common Stock, which is the common stock we are offering pursuant to this prospectus supplement, has one vote per share. The ten-to-one voting ratio between our Class B and Class A Common Stock results in the holders of our Class B Common Stock collectively controlling a majority of the combined voting power of our Common Stock and therefore being able to control most matters submitted to our stockholders for approval.

This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors and amendments of our organizational documents. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. For a description of the dual class structure, see the section entitled “Description of Capital Stock” in the accompanying prospectus and our certificate of incorporation.

You may experience immediate and substantial dilution in the net tangible book value per Class A Common Stock you purchase.

The price per Class A Common Stock being offered pursuant to this prospectus supplement may be higher than the net tangible book deficit per share of Common Stock outstanding prior to this offering. After giving effect to the sale by us of shares of Class A Common Stock in this offering at the public offering price of $2.10 per share, and after deducting commissions and estimated offering expenses payable by us, new investors in this offering will incur immediate dilution of $2.11 per share. For a more detailed discussion of the foregoing, see the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase Class A Common Stock in this offering.

Our preliminary financial information represents management’s current estimates and is subject to change.

The preliminary financial information for the quarter ended March 31, 2026, as described herein, is only a preliminary estimate and is based on information available to management as of the date of this prospectus supplement. Our actual results may vary from the estimated preliminary results. Our actual financial results for the quarter ended March 31, 2026 are subject to the completion of our financial statements for such period. Such results will not be available until after this offering is completed and, consequently, will not be available to you prior to investing in this offering. Our actual financial results for the quarter ended March 31, 2026 may vary from the preliminary results we have provided as a result of the completion of our customary quarter-end close review procedures and financial review, and other developments arising between now and the time that our financial results for such period are finalized, and you should not place undue reliance on these preliminary estimates.

Complete results as of, and for the quarter ended, March 31, 2026, will be included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. See the other risks described in this section and the section titled “Special Note Regarding Forward-Looking Statements” for additional information regarding factors that could result in differences between these preliminary results and the actual results we will report for the quarter ended March 31, 2026.

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USE OF PROCEEDS

We estimate that the net proceeds we will receive from this offering will be approximately $28.0 million (or $32.2 million in the event the underwriters exercise their option to purchase additional shares of Class A Common Stock in full), in each case, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use any net proceeds from this offering for general corporate purposes, which may include, among other things, capital expenditures and working capital. The expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. Our management will have broad discretion in applying the net proceeds from this offering.

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DILUTION

If you purchase shares of our Class A Common Stock in this offering, you will experience dilution to the extent of the difference between the public offering price per share and the as adjusted net tangible book deficit per share after giving effect to this offering. We calculate net tangible book deficit per share by dividing the net tangible book deficit, which is tangible assets less total liabilities, by the number of outstanding shares of our Common Stock. Dilution represents the difference between the public offering price per share paid by purchasers in this offering and the as adjusted net tangible book deficit per share of our Common Stock immediately after giving effect to this offering. Our net tangible book deficit as of December 31, 2025 was approximately $(29.6) million, or $(0.18) per share.

After giving effect to our sale of 14,300,000 shares of Class A Common Stock in this offering at the public offering price of $2.10 per share, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of December 31, 2025, would have been approximately $(1.7) million, or $(0.01) per share. This represents an immediate increase in net tangible book deficit of $0.17 per share to our existing stockholders and an immediate dilution in net tangible book deficit of $2.11 per share to new investors in this offering. The following table illustrates this per share dilution to new investors:

Public offering price per share				$	2.10
Net tangible book deficit per share as of December 31, 2025	$	(0.18	)
Increase in net tangible book deficit per share attributable to this offering	$	0.17
As adjusted net tangible book deficit per share after giving effect to this offering				$	(0.01	)
Dilution per share to new investors participating in this offering				$	2.11

If the underwriters exercise in full their option to purchase 2,145,000 additional shares, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025, would have been approximately $3.0 million, or $0.02 per share, representing an increase in net tangible book value of $0.20 per share to existing stockholders and immediate dilution in net tangible book value of $2.08 per share to investors in this offering at the public offering price.

The number of shares of common stock to be outstanding after this offering is based on 169,095,572 shares of the Company’s Common Stock issued and outstanding as of December 31, 2025, and excludes, as of such date the following:

17,318,680 shares of our Common Stock reserved for issuance under our 2025 Long-Term Incentive Plan.

14,376,933 shares of our Common Stock reserved for issuance for the shares underlying former options which are exercisable into Class A Common Stock.

17,219,709 shares of our Common Stock reserved for issuance upon conversion of the shares underlying former options which are exercisable into Class B Common Stock.

902,968 shares of our Common Stock reserved for issuance upon conversion of a convertible feature on outstanding debt which are exercisable into Class A Common Stock.

748,395 shares of our Common Stock reserved for issuance for the shares of warrant offerings which are exercisable into Class A Common Stock.

Unless indicated otherwise, the above discussion and table assumes no exercise by the underwriters of their option to purchase up to 2,145,000 additional shares.

To the extent that outstanding equity incentive awards or warrants are exercised or convertible notes converted, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity securities, the issuance of these securities may result in further dilution to our stockholders.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated April 10, 2026 between us and Roth Capital Partners, LLC, acting as representative of the several underwriters named below and as the sole book-running manager of this offering, we have agreed to sell to the underwriters, and the underwriters have agreed to purchase, severally and not jointly, the number of shares of Class A Common Stock provided below opposite its name.

Underwriters			Number of Shares
Roth Capital Partners, LLC			8,580,000
Maxim Group LLC			2,860,000
TCBI Securities, Inc., d/b/a Texas Capital Securities			2,860,000
Total			14,300,000

The underwriters are offering the shares of Class A Common Stock subject to their purchase and acceptance of the shares of Class A Common Stock from us. The underwriting agreement provides that the obligations of the underwriters to purchase and accept delivery of the shares of Class A Common Stock offered by this prospectus supplement and the accompanying prospectus are subject to the approval of legal matters and certain other conditions by its counsel. The underwriters are obligated to take and pay for all of the shares of Class A Common Stock if any such shares are taken. However, the underwriters are not required to take or pay for the shares of Class A Common Stock covered by the underwriters’ option to purchase additional shares described below.

Lake Street Capital Markets, LLC is acting as financial advisor in connection with the offering. Lake Street Capital Markets, LLC is not acting as an underwriter of this offering.

Option to Purchase Additional Shares

We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an aggregate of 2,145,000 additional shares of Class A Common Stock at the public offering price set forth on the cover page of this prospectus supplement, less the underwriting discount. If the underwriters exercise this option, they will be obligated, subject to certain conditions, to purchase the additional shares for which the option has been exercised.

Discount, Commissions and Expenses

The underwriters have advised us that they propose to initially offer the shares of Class A Common Stock to the public at the public offering price set forth on the cover page of this prospectus supplement and to certain dealers at that price less a concession not in excess of $0.05775 per share. After this offering, or if all of such shares of Class A Common Stock are not sold at the price to public set forth on the cover page of this prospectus supplement, the public offering price, concession and reallowance to dealers may be changed by the representative. No such change will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus supplement.

The following table shows the underwriting discount payable to the underwriters by us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

	Per Share		Total Without Option		Total With Option
Public offering price	$	2.10	$	30,030,000	$	34,534,500
Underwriting discounts and commissions	$	0.1155	$	1,651,650	$	1,899,398

We have agreed to reimburse the underwriters for reasonable and documented out-of-pocket expenses, including the fees and disbursements of their counsel, up to an aggregate of $125,000. We estimate that the total expenses payable by us in connection with this offering, other than the underwriting discount and commissions referred to above, will be approximately $425,000.

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Indemnification

We have agreed to indemnify the underwriters against certain liabilities relating to this offering, including liabilities under the Securities Act, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

Lock-up Agreements

We and our officers and directors have agreed, subject to limited exceptions, for a period of 90 days after the date of the underwriting agreement, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of Common Stock or any securities convertible into or exchangeable for our Common Stock either owned as of the date of the underwriting agreement or thereafter acquired without the prior written consent of the representative. The representative may, in its sole discretion and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of the securities subject to lock-up agreements.

Price Stabilization, Short Positions and Penalty Bids

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

	●	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

	●	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

	●	Syndicate covering transactions involve purchases of shares of the Class A Common Stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

	●	Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the Class A Common Stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

The underwriters may also engage in passive market making transactions in our Class A Common Stock. Passive market making may stabilize the market price of the Class A Common Stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A Common Stock or preventing or retarding a decline in the market price of the Class A Common Stock. As a result, the price of our Class A Common Stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Class A Common Stock. In addition, neither we nor the underwriters make any representations that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

S-14

Listing

Our Class A Common Stock is listed on the NYSE under the symbol “ANGX.”

Electronic Distribution

This prospectus supplement and the accompanying prospectus in electronic format may be made available on websites or through other online services maintained by the underwriters, or by their affiliates. Other than this prospectus supplement and the accompanying prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.

Other

From time to time, the underwriters and/or their affiliates have provided, including in connection with our at-the-market offering in December 2025, and may in the future provide, various investment banking and other financial services for us for which services they have received and, may in the future receive, customary fees. In the course of their businesses, the underwriters and their affiliates may actively trade our securities or loans for their own account or for the accounts of customers, and, accordingly, the underwriters and their affiliates may at any time hold long or short positions in such securities or loans.

NOTICE TO INVESTORS

Canada

The Class A Common Stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Class A Common Stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, Section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

S-15

United Kingdom

An offer to the public of any securities which are the subject of this prospectus supplement and the accompanying prospectus may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of any such securities may be made at any time:

(a)

to any legal entity that is a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”);

(b)

to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 to the POATRs), subject to obtaining the prior consent of the underwriter nominated by the issuer for any such offer; or

(c)

in any other circumstances falling within Part 1 of Schedule 1 to the POATRs.

For these purposes, the expression “offer" means the communication in any form and by any means of sufficient information on the terms of the relevant offer and securities to be offered so as to enable an investor to decide to buy or subscribe for the securities.

Each underwriter has represented, warranted and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any of the securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

(b) it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

European Economic Area

An offer to the public of any securities which are the subject of this prospectus supplement and the accompanying prospectus may not be made in a member state of the European Economic Area (each such member state, a "Relevant Member State") prior to the publication of a prospectus in relation to such securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”), except that an offer to the public in that Relevant Member State of any such securities may be made at any time:

(a)

to any legal entity that is a qualified investor as defined in Article 2 of the Prospectus Regulation;

(b)

to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the Prospectus Regulation) subject to obtaining the prior consent of the relevant underwriter nominated by the issuer for any such offer; or

(c)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of securities referred to in subparagraphs (a) to (c) shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

S-16

LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be passed upon for us by Mayer Brown LLP, New York, New York. Lowenstein Sandler LLP, New York, New York, is acting as counsel to the underwriters in connection with this offering.

S-17

EXPERTS

The consolidated financial statements as of December 31, 2025, and 2024, and for each of the three years in the period ended December 31, 2025, incorporated by reference in this prospectus supplement and accompanying prospectus have been so incorporated in reliance on the report of Tanner LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

S-18

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including our Company, that file electronically with the SEC. The public may obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on or through our internet website (https://ir.angel.com/) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We are not incorporating by reference into this prospectus supplement the information on our website, and you should not consider our website to be a part of this prospectus supplement.

S-19

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus, and certain information that we will later file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below as well as any future filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding, unless otherwise provided therein or herein, documents not deemed “filed” with the SEC and information furnished pursuant to Item 2.02 and Item 7.01 on any Current Report on Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K) until the offering of securities covered by this prospectus supplement and the accompanying prospectus is complete. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete, and reference is made to the actual documents for complete information. The following documents filed with the SEC are incorporated by reference in this prospectus:

our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026;

our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 8, 2026;

our current reports on Form 8-K, filed with the SEC on February 23, 2026 and April 10, 2026; and

the description of our capital stock contained in Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026, including any amendment or reports filed for the purpose of updating such description.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Copies of these filings are available at no cost on our website, https://ir.angel.com/. In addition, you may request a copy of these filings and any amendments thereto at no cost, by writing or telephoning us. Those copies will not include exhibits to those documents unless the exhibits are specifically incorporated by reference in the documents or unless you specifically request them. You may also request copies of any exhibits to the registration statement at no cost. Please direct your request to:

Angel Studios, Inc.

295 W Center Street

Provo, Utah 84601

(760) 933-8437

Attention: Legal Department

You should rely only on the information in this prospectus supplement, the accompanying prospectus and any applicable free writing prospectus and the documents that are incorporated by reference herein. We have not authorized anyone else to provide you with different information. We are not offering these securities in any state where the offering is prohibited by law. You should not assume that the information in prospectus supplement, the accompanying prospectus and any applicable free writing prospectus or any incorporated document is accurate as of any date other than the date of the document.

S-20

PROSPECTUS

$400,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

We may from time to time offer, in one or more series, separately or together, the following:

	·	our common stock;
	·	our preferred stock in one or more series;
	·	debt securities in one or more series; and
	·	warrants to purchase our common stock.

The aggregate public offering price of the securities that we may offer through this prospectus will be up to $400,000,000.

We will provide the specific terms of the securities offered by us in supplements to this prospectus, which we will deliver together with the prospectus at the time of sale. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. Please read this prospectus and the applicable prospectus supplement carefully before you invest in any of our securities.

We may, from time to time, offer and sell these securities directly or through one or more underwriters, agents or dealers, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers, on or off the New York Stock Exchange (“NYSE”) at prevailing market prices or at privately negotiated prices, on a continuous or delayed basis.

For additional information on the methods of sale, you should refer to the section titled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.

Our common stock is listed on the NYSE under the symbol “ANGX.” On November 11, 2025, the last reported sale price of our common stock was $5.52 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on NYSE or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves risks. Risks associated with an investment in our securities will be described in the applicable prospectus supplement and certain of our filings with the Securities and Exchange Commission, as described under the caption “Risk Factors” on page 6.

None of the Securities and Exchange Commission or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 4, 2025

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	i
ABOUT THIS PROSPECTUS	3
PROSPECTUS SUMMARY	4
RISK FACTORS	6
USE OF PROCEEDS	7
DESCRIPTION OF CAPITAL STOCK	8
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	19
PLAN OF DISTRIBUTION	20
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	23
LEGAL MATTERS	24
EXPERTS	25

No dealer, salesman or other person has been authorized to give any information or to make any representations in connection with the offer made by this prospectus or any prospectus supplement other than those contained in, or incorporated by reference in, this prospectus or any prospectus supplement, and if given or made, such information or representations must not be relied upon as having been authorized by us or any underwriter, agent or dealer. This prospectus or any prospectus supplement does not constitute an offer to sell or a solicitation of any offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in such jurisdiction. The delivery of this prospectus or any prospectus supplement at any time does not imply that the information contained herein or therein is correct as of any time subsequent to their respective dates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes 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 believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure 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 future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future 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 similar expressions.

Forward-looking statements are not guarantees of performance, and the absence of these words does not mean that a statement is not forward looking. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this prospectus, could affect the future results of the Company, and could cause those results or other outcomes to differ materially and adversely from those expressed or implied in the forward-looking statements in this prospectus. Forward-looking statements in this prospectus may include, for example, statements about:

the ability to recognize the anticipated benefits of and successfully deploy the Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably;

SEC Form 424B5 filed by Angel Studios Inc.