UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None.
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) |
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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
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 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES |
On September 30, 2024, Angel Studios, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement with Off the Chain, LP (“Off the Chain”), pursuant to which Off the Chain purchased an aggregate of 330,687 shares of the Company’s Class C common stock, par value $0.001 per share (the “Class C Common Stock”) at a price of $30.24 per share, for an aggregate purchase price of $9,999,974.88, payable in bitcoin. The sale closed on October 10, 2024. The issuance of the Class C Common Stock was made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder. Off the Chain is an “accredited investor” as defined in Regulation D, and the sale of the Class C Common Stock was made without general solicitation or advertising. No commissions were paid in connection with the sale of such securities.
| ITEM 8.01 | OTHER EVENTS |
As of October 15, 2024, the Company held an aggregate of approximately 300 bitcoins, which were acquired for an aggregate purchase price of approximately $18.7 million or an average purchase price of approximately $62,360 per bitcoin, inclusive of fees and expenses.
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: October 15, 2024 | By: | /s/ Patrick Reilly |
| Patrick Reilly | ||
| Chief Financial Officer and Secretary | ||