Angel Studios, Inc. 8-K

What Happened Angel Studios, Inc. (ANGX) filed an 8-K reporting Amended and Restated Agreements and Plans of Merger for two previously announced acquisitions: Tuttle Twins Show, LLC (TTS) and Toothy Cow Productions, LLC (TCP). The A&R Merger Agreements, signed June 29, 2026, extend each transaction Outside Date to October 31, 2026 and update several closing conditions and structural terms for the deals. Company insiders and affiliated entities will receive Company Class A Common Stock as part of the consideration in these mergers.

Key Details

• A&R agreements signed June 29, 2026; Outside Date extended to October 31, 2026.
• TTS: eliminated a required showrunner agreement for Daniel Harmon; related parties (including officers Neal, Jeffrey, Jordan, and Daniel Harmon and director Benton Crane, plus Harmon Brothers, LLC and VAS Portal, LLC) own 41.6% of TTS units (as of June 23, 2026). Angel Studios has provided $11.7 million to TTS to date. If the TTS deal fails, funding provided since Sept 10, 2025 will convert into preferred TTS units at $1.16 per unit.
• TCP: revised closing conditions to require a new TCP A&R License Agreement, clarified closing consideration, and changed merger structure so Angel TCP Merger Sub continues as the surviving company. Related parties own 2.4% of TCP units (as of June 23, 2026). Angel Studios has provided $11.9 million to TCP to date; if TCP is not acquired, funding converts into TCP Class B Preferred Units at $1.50 per unit plus a warrant (one warrant per two preferred units).
• The full A&R TTS and TCP Merger Agreements will be filed as exhibits to Angel Studios’ Form 10-Q for the quarter ending June 30, 2026.

Why It Matters These amendments keep both acquisitions alive through October 31, 2026 and change certain deal mechanics (e.g., showrunner requirement for TTS, TCP merger structure and IP/license confirmations). The filings disclose that Angel Studios has already funded a combined $23.6 million to the target companies and that those funds have contingent conversion protections if the deals do not close—terms that affect potential dilution and the economic outcome for both the targets’ owners and Angel Studios. Investors should watch the forthcoming 10-Q for the full agreements and any additional disclosures about consideration, timing, and related-party impacts.