Angel Studios cuts TCP deal incentive shares to 77,493, reallocates 439,127 shares

Angel Studios, Inc.

Second Amended and Restated Agreement and Plan of Merger signed Sept 17, 2026; Angel Studios' Angel TCP Merger Sub will absorb Toothy Cow Productions (TCP), valued at $30M enterprise value.
Preferred Reallocation Shares set at 439,127 Class A shares; Incentive Shares cut from 516,620 to 77,493, shifting consideration from TCP common to preferred unitholders.
Aggregate Stock Consideration now = Merger Consideration divided by Buyer Stock Price ($5.65/share) + 439,127 Preferred Reallocation Shares minus 77,493 Incentive Shares.
Angel Studios related parties own 2.3% of TCP units and will receive Class A shares in the merger; company has funded TCP $12.6M to date against an $11.9M max commitment for seasons 3-4.
If the deal doesn't close, Angel's TCP funding converts to Class B Preferred Units at $1.50/unit plus warrants; Wingfeather Saga license amended with Andrew Peterson at closing.

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