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Correspondence 0001104659-24-103669 from Angel Studios 001, Inc. (CIK 0002007756)

Angel Studios 001, Inc. (CIK 0002007756)
Date: Sept. 27, 2024 · CIK: 0002007756 · Accession: 0001104659-24-103669

AI Filing Summary & Sentiment

File numbers found in text: 024-12502

Date
September 27, 2024
Author
ANGEL STUDIOS
Form
CORRESP
Company
Angel Studios 001, Inc. (CIK 0002007756)

Letter

Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Re: Angel Studios 001, Inc. Offering Statement on Form 1-A Filed September 11, 2024 File No. 024-12502

Dear Ms. Pandit:

This letter is in response to your letter to Angel Studios 001, Inc. (the “Company”), dated September 24, 2024, respecting your review of the above-referenced offering statement. Set forth below are your comments followed by the Company’s responses.

Offering Statement on Form 1-A

Cover Page

1. Please explain on the cover page how an investor in this offering can profit financially from this investment. In addition, we note your disclosure that “[w]hen the Company’s Board of Directors . . . has determined that it has sufficient funds available, the Company will redeem the Shares at a price of $1.20 per share.” Please revise here to also disclose, as you do on page 3, that (a) any dividend payment or voluntarily payment of the Stated Value would be made in the sole discretion of the Board and subject to the availability of sufficient funds, (b) shareholders will have no right to request a dividend or a redemption by the Company, and (c) if you are unable to generate enough revenue to redeem the Shares, shareholders of Series A Preferred Stock will only have a right to receive the Series A Payment Amount upon liquidation, dissolution, or winding up, or upon a Deemed Liquidation Event, and in each case only to the extent there are funds available to such payment.

Response: The filing has been updated as requested. Please see the updated cover page.

2. Please disclose on the cover page the key terms of the Series A Preferred Stock you are offering, including, but not limited to, that these securities have no voting rights, no conversion rights, and no rights to participate in any profits, payments or distributions, other than the specified elective redemption payment of $1.20 per share.

Response: The filing has been updated as requested. Please see the updated cover page.

ANGEL STUDIOS 001, INC.

Rucha Pandit

Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities & Exchange Commission

September 27, 2024

Page 2

3. We note the following statements on the cover page:

· “In particular, the Company was formed to market and distribute the Picture in movie theaters and through distribution platforms in the post-theatrical period, and will share in the revenue generated by that distribution.”

· “Film investments are often structured as discrete investments formed around a single script and key talent. This allows investors to invest in a single film’s theatrical release, without exposure to the poorer performance or liabilities of any other film. Likewise, the Company was formed solely to exploit the commercial potential of a single film – Boenhoffer.”

Please balance this disclosure by disclosing prominently on the cover page that investors in this offering will not share directly or proportionally in any revenue or profits from the film. In addition, please disclose prominently on the cover page that, no matter how successful the film is financially, the only way in which an investor can profit financially from this investment is if you choose to pay the specific redemption payment, which payment is capped at $1.20 per share.

Response: The filing has been updated as requested. Please see the updated cover page.

Description of Securities

Preferred Stock, page 27

4. Please discuss here the terms of the elective $1.20 redemption payment. Please also revise the disclosure under the “Dividends” sub-heading to explain [the] circumstances, if any, under which investors in this offering could have a claim to dividends. If there are no such circumstances, other than the aforementioned redemption payment, please make this fact explicit.

Response: The filing has been updated as requested. Please see updated pages 27-28.

ANGEL STUDIOS 001, INC.

Rucha Pandit

Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities & Exchange Commission

September 27, 2024

Page 3

Additional Updates

In addition to the updates made in response to your comments, the filing has been updated primarily to (1) make corresponding changes to relevant dates, and (2) reflect changes to expected film schedules occurring since the date of the original filing.

We respectfully request qualification of our offering statement upon receipt and, if applicable, review of our revised offering circular.

Please let me know if you have any additional comments.

Sincerely,
ANGEL STUDIOS
001, INC.

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CORRESP
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ANGEL STUDIOS 001, INC.

295 W Center St.

Provo, Utah 84601

Phone: (760) 933-8437

September 27, 2024

Rucha Pandit

Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities & Exchange Commission

Washington, D.C. 20549

 Re: Angel Studios 001, Inc.

   Offering Statement on Form 1-A Filed September 11, 2024

   File No. 024-12502

Dear Ms. Pandit:

This letter is in response
to your letter to Angel Studios 001, Inc. (the “Company”), dated September 24, 2024, respecting your review of
the above-referenced offering statement. Set forth below are your comments followed by the Company’s responses.

Offering Statement on Form 1-A

Cover Page

1.            Please
explain on the cover page how an investor in this offering can profit financially from this investment. In addition, we note your
disclosure that “[w]hen the Company’s Board of Directors .  .  . has determined that it has
sufficient funds available, the Company will redeem the Shares at a price of $1.20 per share.” Please revise here to also disclose,
as you do on page 3, that (a) any dividend payment or voluntarily payment of the Stated Value would be made in the sole discretion
of the Board and subject to the availability of sufficient funds, (b) shareholders will have no right to request a dividend or a
redemption by the Company, and (c) if you are unable to generate enough revenue to redeem the Shares, shareholders of Series A
Preferred Stock will only have a right to receive the Series A Payment Amount upon liquidation, dissolution, or winding up, or upon
a Deemed Liquidation Event, and in each case only to the extent there are funds available to such payment.

 Response: The
                                            filing has been updated as requested. Please see the updated cover page.

2.            Please
disclose on the cover page the key terms of the Series A Preferred Stock you are offering, including, but not limited to, that
these securities have no voting rights, no conversion rights, and no rights to participate in any profits, payments or distributions,
other than the specified elective redemption payment of $1.20 per share.

 Response: The
                                            filing has been updated as requested. Please see the updated cover page.

ANGEL STUDIOS 001, INC.

Rucha Pandit

Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities &
Exchange Commission

September 27, 2024

Page 2

3.            We
note the following statements on the cover page:

 · “In particular, the Company was
                                            formed to market and distribute the Picture in movie theaters and through distribution platforms
                                            in the post-theatrical period, and will share in the revenue generated by that distribution.”

 · “Film investments are often structured
                                            as discrete investments formed around a single script and key talent. This allows investors
                                            to invest in a single film’s theatrical release, without exposure to the poorer performance
                                            or liabilities of any other film. Likewise, the Company was formed solely to exploit the
                                            commercial potential of a single film – Boenhoffer.”

Please balance this disclosure by disclosing
prominently on the cover page that investors in this offering will not share directly or proportionally in any revenue or profits
from the film. In addition, please disclose prominently on the cover page that, no matter how successful the film is financially,
the only way in which an investor can profit financially from this investment is if you choose to pay the specific redemption payment,
which payment is capped at $1.20 per share.

 Response: The
                                            filing has been updated as requested. Please see the updated cover page.

Description of Securities

Preferred Stock, page 27

4.            Please
discuss here the terms of the elective $1.20 redemption payment. Please also revise the disclosure under the “Dividends”
sub-heading to explain [the] circumstances, if any, under which investors in this offering could have a claim to dividends. If there
are no such circumstances, other than the aforementioned redemption payment, please make this fact explicit.

 Response: The
                                            filing has been updated as requested. Please see updated pages 27-28.

ANGEL STUDIOS 001, INC.

Rucha Pandit

Dietrich King

Division of Corporation Finance

Office of Trade & Services

U.S. Securities &
Exchange Commission

September 27, 2024

Page 3

Additional Updates

In addition to the updates
made in response to your comments, the filing has been updated primarily to (1) make corresponding changes to relevant dates, and
(2) reflect changes to expected film schedules occurring since the date of the original filing.

We respectfully request qualification
of our offering statement upon receipt and, if applicable, review of our revised offering circular.

Please let me know if you
have any additional comments.

  Sincerely,

  ANGEL STUDIOS
                                                                               001, INC.

  /s/Patrick Reilly

  Patrick Reilly

  Chief Financial Officer