SecProbe.io

March 24, 2025
Patrick Reilly
Chief Executive Officer
Angel Studios 010, Inc.
295 W Center St.
Provo, Utah 84601
Re:Angel Studios 010, Inc.
Offering Statement on Form 1-A
Filed March 11, 2025
File No. 024-12585
Dear Patrick Reilly:
             We have reviewed your offering statement and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
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 $1.15 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.
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, 2.

March 24, 2025
Page 2
no conversion rights, and no rights to participate in any profits, payments or
distributions, other than the specified elective redemption payment of $1.15 per share.
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 – The King of Kings."

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 $1.15 per share.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Iqan Fadaei