UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 | Entry into a Material Definitive Agreement |
On February 17, 2026, Angel Studios, Inc., a Delaware corporation (the “Company”), and certain of the Company’s subsidiaries entered into a Ratification and First Amendment to Loan and Security Agreement, effective as of September 9, 2025 (the “First Credit Facility Amendment”), which amended the Loan and Security Agreement (the “Credit Facility”), dated as of September 8, 2025, by and among Angel Studios Legacy, Inc. (f/k/a Angel Studios, Inc.), a Delaware corporation (the “Original Borrower”), and certain of the Original Borrower’s subsidiaries, certain lenders thereunder, and Trinity Capital Inc., a Maryland corporation, as agent for the lenders (“Administrative Agent”).
The First Credit Facility Amendment ratifies certain transactions and amends the Credit Facility in connection with the Company’s consummation of a business combination transaction on September 10, 2025, which resulted in the Company assuming all liabilities and obligations of the Original Borrower under the Credit Facility, as well as the formation of a joint venture and its acquisition of certain rights, titles and interests in the animated feature film provisionally entitled DAVID. The amendments to the Credit Facility also, among other things, (i) revise the required Liquidity Level to $30,000,000 and (ii) require that the Company provide evidence to the Administrative Agent that the Company has received, between January 1, 2025 and June 30, 2026, net cash proceeds of an additional $30,000,000 (from the original Credit Facility) from the sale or issuance of the Company’s equity interests on terms and conditions satisfactory to the Administrative Agent.
Terms used in the foregoing paragraphs have the meanings set forth in the Loan and Security Agreement as amended by the First Credit Facility Amendment. The description above is qualified in its entirety by reference to a copy of the Loan and Security Agreement as amended by the First Credit Facility Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.