Angel Studios, Inc.: amends TCP merger agreement

What happened

• Angel Studios, Inc. reported that it entered into a Second Amended and Restated Agreement and Plan of Merger with Toothy Cow Productions, LLC and related parties on Sep 17, 2026, amending and restating the agreement that was previously amended and restated on Jun 29, 2026.

Key details

• The Second A&R revises how Angel Class A common stock will be allocated as merger consideration among holders of TCP common units, TCP class A preferred units and TCP class B preferred units; at closing all issued and outstanding TCP equity units will be cancelled and converted into rights to receive a portion of the Aggregate Stock Consideration.
• Preferred Reallocation Shares equal 439,127 shares; Incentive Shares are reduced from 516,620 shares to 77,493 shares; the Aggregate Stock Consideration is redefined as the quotient of Merger Consideration divided by the Buyer Stock Price, plus the Preferred Reallocation Shares, minus the Incentive Shares.
• Company related parties owned 2.3% of the units of TCP as of Sep 17, 2026.
• The Company committed to fund TCP operations through season three and season four with a maximum commitment of $11,900,000; the Company has provided $12,600,000 to TCP to date. If the acquisition is not consummated, operational funding provided will convert into Class B Preferred Units of TCP at $1.50 per unit plus a warrant to purchase Common Units of TCP at a nominal strike for each two Class B Preferred Units received.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) relating to amendments to the TCP merger agreement and the revised allocation and calculation of merger consideration. A filing does not show why the insider traded or why the company acted.