Angel Studios (ANGX) Proxy Filing summary

Executive summary

• Special Meeting called to vote on extending the deadline to complete a business combination from December 14, 2024 to September 30, 2025, and to allow adjournment if more time is needed for solicitation or voting.

• The extension is sought due to insufficient time to complete the proposed merger with Angel Studios, Inc., which would result in the company being renamed Angel Studios, Inc.

• If the extension is not approved, the company will redeem all public shares and dissolve, with no value to warrants or founder shares.

• Stockholders can redeem their shares for cash if the extension is approved, subject to certain conditions.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the Extension Amendment Proposal and, if necessary, the Adjournment Proposal.

• Approval of the Extension Amendment Proposal requires at least 65% of outstanding Class A and B shares voting as a single class.

• The Adjournment Proposal requires a majority of votes cast at the meeting.

• If the extension is approved, a future meeting will be held to approve the business combination.

Board of directors and corporate governance

• The board unanimously recommends voting “FOR” both proposals.

• Sponsor, directors, and officers collectively control 61.5% of outstanding shares and intend to vote in favor.

• Board retains the right to abandon the extension even if approved by stockholders.