Angel Studios (ANGX) FY2025 10-K Risk Factors: 49 New, 64 Dropped

What the changes say

Angel Studios operates with a novel, unproven business model and a history of significant net losses.
The company faces heavy risks from unpredictable audience demand, digital piracy, and platform dependencies.

What changed since the prior 10-K

New

New
We are employing a business model with a limited track record, which may make our business difficult to evaluate
We operate with a novel business model with a limited track record, making future performance difficult to evaluate following our 2021 divestiture of our content filtering business.
New
We have a history of net losses and cannot guarantee that we will be able to become profitable or maintain profitability
We recorded net losses of $170.5 million in fiscal 2025 and $88.3 million in fiscal 2024, and cannot guarantee we will achieve or maintain profitability.
New
If our efforts to attract and retain customers are not successful, our business will be adversely affected
Our business depends on attracting and retaining customers by offering compelling content and a quality experience, largely driven by word-of-mouth advertising.
New
The popularity of SVOD releases are difficult to predict and can change rapidly, leading to significant fluctuations in our revenues. A low public acceptance rate of our content may adversely affect our results of operations
The popularity of our SVOD releases is difficult to predict, and low public acceptance or high upfront marketing costs can cause significant revenue fluctuations.
New
The video industry is subject to rapid technological change. We must continue to enhance and improve our technology
We must continually enhance our web-based software and technology to keep pace with rapid technological changes and prevent obsolescence.
New
Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business
Intense competition and the rapid growth of free piracy-based video offerings could significantly harm our entertainment video business.
New
If we are not able to manage change and growth, our business could be adversely affected
Scaling our operations and crowd-sourcing expertise to manage anticipated growth in customers and features creates operational complexity.
New
Changes in how we market our service could adversely affect our marketing expenses and our customer base may be adversely affected
We rely on social media platforms like Facebook, YouTube, X, and TikTok for marketing, and increased advertising rates or curtailed channels could harm our customer base.
New
As a distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of the materials that we acquire and/or distribute
Past copyright litigation, including a 2019 judgment of $62.0 million and a 2020 bankruptcy settlement, highlights our ongoing liability risks as a content distributor.
New
Theatrical distribution typically involves significant risk and high upfront marketing costs, which can cause our financial results to vary from time to time
Theatrical distribution involves high upfront marketing expenses incurred before realizing ticket sales, causing financial results to vary.
New
We rely upon a number of partners to make our service available on their devices
We rely on third-party partners like Roku, Google, Apple, and Samsung to make our service available on their internet-connected devices.
New
We rely upon certain third-party cloud computing service providers to operate certain aspects of our service and any disruption of or interference with our use of such services from our providers would impact our operations and our business would be adversely impacted
We run the vast majority of our operations using third-party cloud computing service providers and cannot easily switch providers if a disruption occurs.
New
If the technology we use in operating our business fails, becomes unavailable, or does not operate as expected, our business and operating results could be adversely impacted
New
If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expenses
New
Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business
New
Privacy concerns could limit our ability to collect and leverage our customer data and disclosure of customer data could adversely impact our business and reputation
New
Our reputation and relationships with customers would be harmed if our customer data, particularly billing data, were accessed by unauthorized persons
New
We are subject to payment processing risk
New
If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected
New
Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, our recommendation and merchandising technology and marketing activities
New
We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention
New
We may seek additional capital that may result in stockholder dilution or others having rights senior to those of our stockholders
New
If we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to the rights of our Common Stock and our stockholders may experience dilution
New
Our ability to monetize content that we distribute is heavily reliant on factors outside of our control
New
Holders of our Common Stock will have only limited rights regarding our management, and will thus not have the ability to actively influence the day-to-day management of our business and affairs
New
We may change our operational policies and business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the future
New
The ability of a stockholder to recover all or any portion of such stockholder’s investment in the event of a dissolution or termination may be limited
New
Our Board and our executive officers will have limited liability for, and will be indemnified and held harmless from, our losses
New
Our business may be subject to regulatory or legislative changes
New
Members of our Board and our executive officers may have other business interests and obligations to other entities
New
Provisions in our governing documents and under Delaware law could discourage a takeover that stockholders may consider favorable
New
Financial forecasting may differ materially and adversely from actual results
New
Our future indebtedness may limit our ability to declare and pay dividends and may affect our operations, including our ability to repay existing debt obligations
New
An investment in us is a speculative investment, and therefore, no assurance can be given that our investors or stockholders will realize their investment objectives
New
We are subject to liens on our personal property, including our intellectual property, under the Reorganization Plan, which if enforced, would significantly impair our intellectual property rights and our ability to continue as a going concern
New
Artificial intelligence technologies present both competitive risks and strategic opportunities for our business
New
Our increasing use of artificial intelligence tools in engineering and operations introduces new risks
NewRisks Relating to Our Bitcoin Treasury Strategy
Our bitcoin treasury strategy exposes us to various risks, including risks associated with bitcoin
NewRisks Relating to Our Bitcoin Treasury Strategy
Our bitcoin holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents
NewRisks Relating to Our Bitcoin Treasury Strategy
Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our Common Stock
NewRisks Relating to Our Bitcoin Treasury Strategy
Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty
NewRisks Relating to Our Bitcoin Treasury Strategy
Our historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoin
NewRisks Relating to Our Bitcoin Treasury Strategy
We expect our bitcoin holdings to significantly impact our financial results and the market price of our Common Stock
NewRisks Relating to Our Bitcoin Treasury Strategy
A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligations
NewRisks Relating to Our Bitcoin Treasury Strategy
financing to satisfy our financial obligations. These risks could materialize at times when bitcoin is trading below its carrying value on our most recent balance sheet or our cost basis
NewRisks Relating to Our Bitcoin Treasury Strategy
We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoin
NewRisks Relating to Our Bitcoin Treasury Strategy
The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our business
NewRisks Relating to Our Bitcoin Treasury Strategy
Our bitcoin treasury strategy could subject us to enhanced regulatory oversight
NewRisks Relating to Our Bitcoin Treasury Strategy
In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin may in the future take further actions that may have an adverse effect on our business or the market price of our Common Stock

Dropped

Dropped
Past performance by our management team may not be indicative of future performance of an investment in us or of the future performance of any business we may acquire
Past performance by management is no guarantee of future results.
Dropped
Your only opportunity to affect the investment decision regarding our initial business combination will be limited to the exercise of your right to redeem your public shares from us for cash, unless we seek stockholder approval of such initial business combination
Redemption rights may be your only opportunity to affect business combination decisions.
Dropped
The ability of our public stockholders to redeem their public shares for cash may make our financial condition and liquidity unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
Stockholder redemptions may prevent us from meeting minimum cash conditions for targets.
Dropped
The ability of our public stockholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the most desirable business combination or optimize our capital structure
Unpredictable redemption numbers prevent optimal capital structure planning.
Dropped
The ability of our public stockholders to exercise redemption rights with respect to a large number of our public shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your public shares
High redemptions increase the risk of an unsuccessful business combination.
Dropped
to be expended in connection with the redemption of our public shares until we liquidate or you are able to sell your public shares in the open market
The September 30, 2025 deadline gives potential targets negotiation leverage.
Dropped
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the war in the Middle East
Global geopolitical conflicts like Russia-Ukraine and the Middle East may affect searches.
Dropped
Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets
Debt and equity market conditions may impede our ability to raise financing.
Dropped
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
Changes in D&O liability insurance markets make coverage harder and more expensive.
Dropped
market either prior to or following the completion of our initial business combination, although they are under no obligation or other duty to do so
Purchases of public shares by insiders may include agreements not to redeem.
Dropped
In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange
Insider share purchases may reduce public float and exchange listing compliance.
Dropped
If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination despite our compliance with the tender offer rules or proxy rules, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed
Failure to receive redemption notices may prevent stockholders from redeeming shares.
Dropped
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss
Dropped
Our securities have been delisted from the NYSE
Dropped
If the funds not being held in the Trust Account are insufficient to allow us to operate until at least September 30, 2025, we may be unable to complete our initial business combination
Dropped
If we have not completed our initial business combination by September 30, 2025, or during any Extension Period, our public stockholders may be forced to wait beyond such prescribed time period before redemption from the Trust Account
Dropped
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by our public stockholders may be less than $10.20 per share
Dropped
Our independent directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders
Dropped
We may not have sufficient funds to satisfy indemnification claims of our directors and officers, and our obligation to indemnify our directors and officers may have certain adverse consequences
Dropped
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
Dropped
Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may materially and adversely affect us, including our ability to negotiate and complete our initial business combination
Dropped
In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals
Dropped
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
Dropped
We may not hold an annual meeting of stockholders until after we consummate our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting
Dropped
The warrants may become exercisable and redeemable for a security other than the shares of Class A common stock, and you will not have any information regarding such other security at this time
Dropped
If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash
Dropped
In any of these cases, this will have the effect of reducing the potential “upside” of the holder’s investment in our Company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold
Dropped
The grant of registration rights to our sponsor and its permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock
Dropped
Because we are not limited to evaluating target businesses in a particular industry, sector or geography, you will be unable to ascertain the merits or risks of any particular target business’s operations
Dropped
We may seek acquisition opportunities in acquisition targets that may be outside of our management’s areas of expertise
Dropped
We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel
Dropped
A slowdown in economic growth in the markets that our target business operates in may materially and adversely affect our business, financial condition, liquidity and results of operations, the value of our securities and the trading price of our shares following our business combination
Dropped
Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our Company from a financial point of view
Dropped
Other than the two circumstances described above, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm
Dropped
Our officers and directors will allocate some of their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination
Dropped
We are dependent upon our officers and directors and their departure could adversely affect us
Dropped
Members of our management team and affiliated companies have been, or may in the future be, subject to media coverage and involved in civil disputes or governmental investigations unrelated to our business
Dropped
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company and comply with applicable rules and regulations
Dropped
Our sponsor, officers and directors and their respective affiliates may have competitive pecuniary interests that conflict with our interests
Dropped
We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest
Dropped
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination, which may materially and adversely affect our leverage, liquidity and financial condition and thus negatively impact the value of our stockholders’ investment in us
Dropped
As of December 31, 2024, the Trust Account held $429,151 in funds available to complete our initial business combination
Dropped
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our financial results and condition
Dropped
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all
Dropped
Our management may not be able to maintain control of a target business after our initial business combination. Upon loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business
Dropped
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree
Dropped
pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation
Dropped
Certain agreements related to our IPO may be amended without stockholder approval
Dropped
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination
Dropped
the holders of a majority of the outstanding shares of our Class B common stock. As a result, you will not have any influence over the election or removal of our directors prior to our initial business combination
Dropped
the Merger Agreement, immediately prior to the Closing, each of the issued and outstanding SAC Public Warrants automatically will convert into 0.1 newly issued share of our Class A common stock, with any fractional entitlement being rounded down
Dropped
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making such warrants worthless
Dropped
Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination
Dropped
Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies
Dropped
A provision in our warrant agreement may make it more difficult for us to consummate an initial business combination
Dropped
An active trading market for our securities may not develop or be maintained, which would adversely affect the liquidity and price of our securities
Dropped
Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
Dropped
opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used
Dropped
Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management
Dropped
Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers
Dropped
If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
Dropped
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss
Dropped
Terrorist attacks, communal disturbances, civil unrest and other acts of violence or war may result in a loss of investor confidence and a decline in the value of our securities and trading price of our shares following our initial business combination
Dropped
A 1% U.S. federal excise tax could be imposed on us in connection with redemptions

All 49 risk factors

Headings as the filing states them, in filing order.

Other

01We are employing a business model with a limited track record, which may make our business difficult to evaluateNew
02We have a history of net losses and cannot guarantee that we will be able to become profitable or maintain profitabilityNew
03If our efforts to attract and retain customers are not successful, our business will be adversely affectedNew
04The popularity of SVOD releases are difficult to predict and can change rapidly, leading to significant fluctuations in our revenues. A low public acceptance rate of our content may adversely affect our results of operationsNew
05The video industry is subject to rapid technological change. We must continue to enhance and improve our technologyNew
06Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our businessNew
07If we are not able to manage change and growth, our business could be adversely affectedNew
08Changes in how we market our service could adversely affect our marketing expenses and our customer base may be adversely affectedNew
09As a distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of the materials that we acquire and/or distributeNew
10Theatrical distribution typically involves significant risk and high upfront marketing costs, which can cause our financial results to vary from time to timeNew
11We rely upon a number of partners to make our service available on their devicesNew
12We rely upon certain third-party cloud computing service providers to operate certain aspects of our service and any disruption of or interference with our use of such services from our providers would impact our operations and our business would be adversely impactedNew
13If the technology we use in operating our business fails, becomes unavailable, or does not operate as expected, our business and operating results could be adversely impactedNew
14If government regulations relating to the internet or other areas of our business change, we may need to alter the manner in which we conduct our business or incur greater operating expensesNew
15Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our businessNew
16Privacy concerns could limit our ability to collect and leverage our customer data and disclosure of customer data could adversely impact our business and reputationNew
17Our reputation and relationships with customers would be harmed if our customer data, particularly billing data, were accessed by unauthorized personsNew
18We are subject to payment processing riskNew
19If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affectedNew
20Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, our recommendation and merchandising technology and marketing activitiesNew
21We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attentionNew
22We may seek additional capital that may result in stockholder dilution or others having rights senior to those of our stockholdersNew
23If we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to the rights of our Common Stock and our stockholders may experience dilutionNew
24Our ability to monetize content that we distribute is heavily reliant on factors outside of our controlNew
25Holders of our Common Stock will have only limited rights regarding our management, and will thus not have the ability to actively influence the day-to-day management of our business and affairsNew
26We may change our operational policies and business and growth strategies without stockholder consent, which may subject us to different and more significant risks in the futureNew
27The ability of a stockholder to recover all or any portion of such stockholder’s investment in the event of a dissolution or termination may be limitedNew
28Our Board and our executive officers will have limited liability for, and will be indemnified and held harmless from, our lossesNew
29Our business may be subject to regulatory or legislative changesNew
30Members of our Board and our executive officers may have other business interests and obligations to other entitiesNew
31Provisions in our governing documents and under Delaware law could discourage a takeover that stockholders may consider favorableNew
32Financial forecasting may differ materially and adversely from actual resultsNew
33Our future indebtedness may limit our ability to declare and pay dividends and may affect our operations, including our ability to repay existing debt obligationsNew
34An investment in us is a speculative investment, and therefore, no assurance can be given that our investors or stockholders will realize their investment objectivesNew
35We are subject to liens on our personal property, including our intellectual property, under the Reorganization Plan, which if enforced, would significantly impair our intellectual property rights and our ability to continue as a going concernNew
36Artificial intelligence technologies present both competitive risks and strategic opportunities for our businessNew
37Our increasing use of artificial intelligence tools in engineering and operations introduces new risksNew

Risks Relating to Our Bitcoin Treasury Strategy

38Our bitcoin treasury strategy exposes us to various risks, including risks associated with bitcoinNew
39Our bitcoin holdings are and will be less liquid than cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
40Bitcoin is a highly volatile asset, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our Common StockNew
41Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertaintyNew
42Our historical financial statements do not fully reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of bitcoinNew
43We expect our bitcoin holdings to significantly impact our financial results and the market price of our Common StockNew
44A significant decrease in the market value of our bitcoin holdings could adversely affect our ability to satisfy our financial obligationsNew
45financing to satisfy our financial obligations. These risks could materialize at times when bitcoin is trading below its carrying value on our most recent balance sheet or our cost basisNew
46We face risks relating to the custody of our bitcoin, including the loss or destruction of private keys required to access our bitcoin and cyberattacks or other data loss relating to our bitcoinNew
47The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our businessNew
48Our bitcoin treasury strategy could subject us to enhanced regulatory oversightNew
49In addition, private actors that are wary of bitcoin or the regulatory concerns associated with bitcoin may in the future take further actions that may have an adverse effect on our business or the market price of our Common StockNew

Other Angel Studios 10-Ks

FY2024 10-K risk factors
64 risks
Angel Studios is a blank check company seeking an initial business combination, currently facing delisting from the NYSE and a September 30, 2025 dissolution deadline.
Filed Apr 15, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.