Angel Studios (ANGX) Proxy Filing summary

Executive summary

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

• The extension is sought to allow completion of a merger with Angel Studios, Inc., for which a merger agreement was signed on September 11, 2024.

• If the extension is not approved, the company will redeem all public shares and dissolve, with no further business operations.

• The board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Stockholders will 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 together.

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

• Only holders of record as of October 2, 2024, are eligible to vote.

• If the extension is approved, stockholders can redeem shares for cash; if not, the company will liquidate.

Board of directors and corporate governance

• The board has determined the extension is in the best interests of stockholders and recommends a “FOR” vote.

• 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.