Angel Studios, Inc.: debt financing — Angel Studios issues $7M convertible notes at 16% ahead of planned merger with Southport

Angel Studios, Inc.

Aggregate principal amount of $7M in two subordinated convertible notes; 16% interest compounded monthly.
Conversion price $39/share into Class C Common Stock; automatic conversion upon close of merger with Southport Acquisition Corp.
Maturity date December 31, 2025; proceeds used for marketing, merger expenses, and transaction costs.
Notes unregistered, sold under Section 4(a)(2) and Regulation D; subject to transfer restrictions.
Company authorized 165,000 shares of Class C Common Stock reserved for conversion of notes.

item 1.01 item 2.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Angel Studios, Inc. incurred convertible notes of $7,000,000 with two separate investors at 16.00% per annum, compounded monthly maturing December 31, 2025.

Instrument: convertible notes
Principal: $7,000,000
Counterparty: two separate investors
Rate: 16.00% per annum, compounded monthly
Maturity: December 31, 2025
Event: incurrence

Exact text from the filing

On August 11, 2025, Angel Studios, Inc., a Delaware corporation (the “ Company ”), entered into two separate Note Purchase Agreements (each, a “ Note Purchase Agreement ” and collectively, the “ Note Purchase Agreements ”) with two separate investors (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company agreed to issue and sell to each Investor a Subordinated Convertible Promissory Note (each, a “ Convertible Note ” and collectively, the “ Convertible Notes ”) for an aggregate principal amount of $7,000,000 between the two Convertible Notes (the “ Debt Financing ”).

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Source: SEC EDGAR

accession 0001104659-25-079289

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