SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Angel Studios, Inc. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
034948109 (CUSIP Number) |
09/10/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
![]() |
![]() |
![]() |
SCHEDULE 13G
|
CUSIP No. | 034948109 |
1 | Names of Reporting Persons
Gigafund 1, LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,459,882.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
19.48 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 034948109 |
1 | Names of Reporting Persons
Gigafund 1 GP, LP | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,459,882.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
19.48 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
CUSIP No. | 034948109 |
1 | Names of Reporting Persons
Luke Nosek | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,459,882.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
19.48 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
CUSIP No. | 034948109 |
1 | Names of Reporting Persons
Stephen D. Oskoui | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
![]() ![]() | ||||||||
3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,651,037.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
19.64 % | ||||||||
12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
Item 1. | ||
(a) | Name of issuer:
Angel Studios, Inc. | |
(b) | Address of issuer's principal executive offices:
295 W Center St., Provo, Utah, 84601 | |
Item 2. | ||
(a) | Name of person filing:
This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Gigafund 1, LP ("LP")
(ii) Gigafund 1 GP, LP ("GP" and together with LP, the "Gigafund Holders")
(iii) Luke Nosek ("Mr. Nosek")
(iv) Stephen D. Oskoui ("Mr. Oskoui") | |
(b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Gigafund Management Company, LLC, 555 E. 5th Street #3127, Austin, TX 78701. | |
(c) | Citizenship:
See responses to row 4 on each cover page. | |
(d) | Title of class of securities:
Class A common stock, par value $0.0001 per share | |
(e) | CUSIP No.:
034948109 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
See responses to row 9 on each cover page.
The Class A Shares are directly held (i) 19,459,882 Class A Shares by LP and (ii) 53,504 Class A Shares by Mr. Oskoui. In addition, Mr. Oskoui has an option to acquire 137,651 Class B Shares which are convertible one for one into Class A Shares.
The percentage of class calculations are based on 99,910,315 Class A Shares outstanding as of September 11, 2025, as reported on the Issuer's Form 8-K filed with the SEC on September 16, 2025, and, in the case of Mr. Oskoui, an additional 137,651 Class A Shares issuable upon exercise of his option and conversion of the acquired Class B Shares.
GP is the general partner of LP. Collectively, Mr. Nosek and Mr. Oskoui control all voting and investments decisions with respect to securities held by the Gigafund Holders. Accordingly, Mr. Nosek and Mr. Oskoui may each be deemed to beneficially own the Class A Shares directly held by LP, provided that, the filing of this statement shall not be deemed an admission of beneficial ownership for purposes of Section 13(d) or 13(g) or for any other purpose. | |
(b) | Percent of class:
See responses to row 11 on each cover page. | |
(c) | Number of shares as to which the person has:
| |
(i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page. | ||
(ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page. | ||
(iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page. | ||
(iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
Item 9. | Notice of Dissolution of Group. | |
Not Applicable
|
Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 Joint Filing Agreement, dated as of September 17, 2025, by and among the Reporting Persons. |