Angel Studios, Inc.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
ANGX$3.74+1.4%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001865200-26-000070
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001865200-26-000100
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 101 current paragraphs.
48 unchanged; 40 reworded; 12 added; 43 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 39 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Recent Developments
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Acquisitions
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In August 2026, we completed our acquisition of Tuttle Twins Show, LLC, and, in September 2026, we completed our acquisition of Toothy Cow Productions, LLC, each of which holds rights to a series we distribute. Our pending acquisition of Black Autumn Show, Inc., which owns the rights to the Homestead film and series, remained subject to customary closing conditions as of the date of this
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report. SeeNote 2, Business Combinations, for the terms and accounting for these acquisitions andNote 8, Related-Party Transactions, for related-party information.
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Some of these limitations include:
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For the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the decrease in legal expense of $4.9 million wasprimarily because the prior-year period included legal costs incurred in preparing for and completing the Southport
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Merger, with no comparable costs in 2026. The decrease was partially offset by legal fees related to the Homestead, Toothy Cow Productions, and Tuttle Twins Show acquisitions.
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The decrease in interest and other income was primarily driven by lower credit card cash back rewards.
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Other than as described below, there have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 1 to the condensed consolidated financial statements for information about our significant accounting policies.
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Business Combinations, Goodwill and Intangible Assets
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During the three and nine months ended September 30, 2026, we completed two acquisitions accounted for as business combinations. Accounting for a business combination requires us to estimate the fair values of the assets acquired and liabilities assumed, including identifiable intangible assets and their estimated useful lives, with any excess of the consideration transferred over the fair value of the net identifiable assets recorded as goodwill. These estimates require significant judgment, including assumptions about future cash flows and the periods over which acquired intangible assets are expected to contribute to revenue. The purchase price allocations are preliminary and subject to revision during the measurement period. Goodwill is not amortized and is tested for impairment at least
Current report
annually; finite-lived intangible assets are amortized over their estimated useful lives and reviewed for impairment when indicators are present. SeeNote 2, Business Combinations, for further information.
Removed paragraphs (43)
Previous report
Financings and Recent Developments
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Common Stock Offering – April 2026
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In April 2026, the Company entered into an underwriting agreement with an unaffiliated third party for the issuance and sale of 16,445,000 shares of its Class A Common Stock at a price to the public of $2.10 per share. The Company received net proceeds of approximately $32.5 million, after underwriting discounts, commissions, and estimated offering expenses.
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Regulation A Offerings
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From time to time, we conduct offerings under Regulation A of the Securities Act, the proceeds of which we use for working capital and other general corporate purposes.
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In September 2025, we sold an aggregate of 6,688,077 shares of our Class A Common Stock, pursuant to an offering under Regulation A. The price of the Class A Common Stock was $8.23 per share, and the Regulation A Offering generated gross proceeds of approximately $55.0 million. We used the proceeds from the Regulation A Offering to manage our business and provide working capital for our operations, as well as expenses relating to salaries and other compensation to our officers and employees.
Previous report
In accordance with the terms of the Equity Distribution Agreement, we may offer and sell shares of our Common Stock at any time and from time to time through the Sales Agents. Sales of the shares, if any, will be made by means of transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including block trades and sales made in ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices.
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The Sales Agents will receive from us a commission of up to 3.0% of the gross sales price per share for any shares sold through it under the Equity Distribution Agreement. The net proceeds we receive from the sale of our Common Stock in this offering will be the gross proceeds received from such sales less the commissions and any other costs we may incur in issuing the shares. Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agents are not required to sell any specific number or dollar amount of shares but will use their commercially reasonable efforts to sell on our behalf any shares to be offered under the Equity Distribution Agreement. Under the terms of the Equity Distribution Agreement, we also may sell shares to the Sales Agents as principals for their own account to the extent permitted under the Securities Act and the Exchange Act.
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Loan and Security Agreement with Warrant Offering
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On September 8, 2025, we entered into a Loan and Security Agreement with certain lenders, which provides us with an up to $100.0 million term loan with a delayed draw feature, which is composed of four committed tranches: (i) the first tranche in an aggregate principal amount of $40.0 million, which was funded on the closing date; (ii) the second tranche in an aggregate principal amount equal to $20.0 million, which was drawn in February 2026; (iii) the third tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by December 31, 2026 and (iv) the fourth tranche in an aggregate principal amount equal to $20.0 million, which may be drawn by June 30, 2027. The availability of each tranche will be subject to achievement by us of certain conditions, including, without limitation, achievement of a specified minimum annualized recurring revenue and receipt by us of a minimum of net cash proceeds from the sale or issuance of equity. Borrowings under the credit facility will be used to pay off certain of our existing indebtedness, as well as for general working capital purposes and business operations.
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In connection with the credit facility, we issued each lender thereunder a warrant to purchase an aggregate amount of 1,462,682 shares of our Class A Common Stock with an exercise price per share of $7.29. The warrants vest and become exercisable in proportion to and in conjunction with the advancement of each tranche under the credit facility. The warrants will expire on September 11, 2030. As part of the initial draw, the lenders received warrants to purchase 585,072 shares of the Company’s Class A Common Stock. As part of the second tranche draw, the lenders received warrants to purchase 292,537 shares of the Company’s Class A Common Stock.
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Homestead Merger
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On November 14, 2025, we entered into an Agreement and Plan of Merger (“Homestead Merger Agreement”), by and among the Company, Angel Black Autumn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Black Autumn Show, Inc., a Delaware corporation (“Black Autumn”) and the Stockholder Representative (as defined in the Homestead Merger Agreement), pursuant to which we will acquire directly or indirectly all of the equity interests of Black Autumn, which owns the rights to the Homestead movie and series. Under the terms of the Homestead Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the effective time, each holder of issued and outstanding shares of Black Autumn Stock will be entitled to receive (a) that number of shares of our Class A Common Stock equal to (i)(A) the Homestead Per Share Merger Consideration multiplied by (B) the number of shares of Homestead Stock held by such holder as of immediately prior to the Effective Time, divided by (ii) $6.13, plus (b) such holder’s Homestead Pro Rata Share of the Homestead Royalty Shares. All capitalized terms used in this paragraph are used as defined in the Homestead Merger Agreement. See further discussion of related party in Note 7 to the condensed consolidated financial statements.
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Toothy Cow Productions Merger
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On November 14, 2025, we entered into an Agreement and Plan of Merger (as amended and restated on June 29, 2026, the “TCP Merger Agreement”), by and among Angel TCP Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and the unitholder representative, pursuant to which we will acquire directly or indirectly all of the equity interests of TCP, which owns the rights to the Wingfeather Saga series. Under the terms of the TCP Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the effective time, all of the issued and outstanding TCP Units will be cancelled and extinguished and converted automatically into the right to receive a portion of the TCP Aggregate Stock Consideration equal to the TCP Aggregate Stock Consideration multiplied by such TCP Unitholder’s TCP Adjusted Percentage Interest at the effective time of the merger. All capitalized terms used in this paragraph are used as defined in the TCP Merger Agreement. In connection with the pending acquisition and pursuant to rights established under the existing distribution agreement, the Company has committed to fund the production of additional seasons of The Wingfeather Saga (the "Wingfeather Production Funding"). The Company is contractually obligated to complete the TCP Merger before October 31, 2026, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of the date of this Form 10-Q, the TCP Merger has not closed.
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Tuttle Twins Show Merger
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On November 14, 2025, we entered into an agreement and plan of merger (as amended and restated on June 29, 2026, the “TTS Merger Agreement”) pursuant to which we will acquire directly or indirectly all of the equity interests of Tuttle Twins Show, LLC (“TTS”), which owns the rights to the Tuttle Twins series. Under the terms of the TTS Merger Agreement, if the merger is completed, at the effective time of the merger, the following consideration will be payable: at the effective time of the merger, all of the issued and outstanding TTS Units will be cancelled and extinguished and converted automatically into the right to receive the TTS Merger Consideration, consisting of, as applicable, (a) for TTS Investors, an amount per TTS Investor Unit in cash equal to the TTS Investor Per Unit Cash Consideration and a number of shares of the Company’s Class A Common Stock per TTS Investor Unit equal to the TTS Investor Per Unit Stock Consideration and (b) for TTS Key Operators, a number of shares of Company Class A Common Stock per TTS Key Operator Unit equal to the TTS Key Operator Per Unit Stock Consideration. All capitalized terms used in this paragraph are used as defined in the TTS Merger Agreement. In connection with the pending acquisition and pursuant to rights established under the existing distribution agreement, the Company has committed to fund the production of additional seasons of The Tuttle Twins Show (the "Tuttle Twins Production Funding"). The Company is contractually obligated to complete the TTS Merger before October 31, 2026, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions. As of the date of this Form 10-Q, the TTS Merger has not closed.
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Asset Purchase Agreement
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The Company entered into a term sheet (the “Term Sheet”) with 2521 Entertainment, LLC (“2521”, together with the Company, the “JV Partners”) that sets forth the principal terms and conditions governing the joint venture between the JV Partners, through Giant Slayer Media LLC (“Giant Slayer Media” or the “JV”). The Term Sheet, pursuant to its terms, became binding on October 7, 2025, upon the execution of that certain Asset Purchase Agreement by and between Slingshot USA LLC (“Slingshot”) and Giant Slayer Media, also dated as of October 7, 2025 (the “Asset Purchase Agreement”). The Term Sheet will remain in effect until the earlier of (a) the execution of the definitive Limited Liability Company Agreement for the JV (the “LLCA”) and a distribution agreement between the Company (or one of its affiliates) and Giant Slayer Media (the “Distribution Agreement”) or (b) the mutual agreement of the JV Partners to terminate the Term Sheet.
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Pursuant to the Term Sheet, the Company contributed $31,366,686 and 2521 contributed $46,550,473 in cash to the JV. Moreover, the Company was credited, as a capital contribution, an amount equal to $2,342,277 on account of a previous investment with Slingshot, which resulted in the Company’s total initial capital contribution of $33,708,963. Following the cash contribution by the JV Partners, the equity split in the JV became 42% to the Company and 58% to 2521.
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Separately, under the Term Sheet, the JV Partners agreed to negotiate in good faith and execute definitive agreements to implement the terms of the Term Sheet, including the Asset Purchase Agreement, the LLCA and the Distribution Agreement, each in form and substance reasonably acceptable to the JV Partners. The LLCA became effective on October 2, 2025, and the Distribution Agreement became effective on November 19, 2025.
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Under the Term Sheet, and by means of the Asset Purchase Agreement, Giant Slayer Media acquired substantially all of the assets of Slingshot related to the animated feature film, DAVID, the associated works and certain other ancillary rights and obligations, for an aggregate purchase price of $77,917,159 in cash. Further, except as may be otherwise provided in the Distribution Agreement: (a) Giant Slayer Media acquired ownership of the Purchased Assets under the Asset Purchase Agreement; (b) each of the JV Partners agreed to assign, and caused its affiliates and personnel to assign, to Giant Slayer Media all rights, title and interest in and to any derivative works, sequels, prequels, spinoffs or other works based on or derived from the Purchased Assets and (c) all such rights will automatically vest in Giant Slayer Media without further action. The Company or its relevant affiliate is acting as the distributor of the Purchased Assets under the Distribution Agreement, which contains specific payment terms, events of default and guaranty terms. The relationship of the JV Partners in the JV is governed by the LLCA, which contain specific terms regarding the distribution of proceeds received from the Company under the Distribution Agreement and other terms relating to the management of the JV.
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In addition to the consummation of the transactions contemplated in the Term Sheet, the Asset Purchase Agreement also provided for, upon the closing of the transactions contemplated therein, the revocation by Slingshot of its deemed termination of the distribution agreement between the Company and Slingshot and the dismissal of the current lawsuit, brought by Slingshot against Angel Studios Licensing, LLC, the Company’s affiliate, pursuant to a Confidential Dismissal Agreement and Mutual Release effective as of October 7, 2025, by and between Angel Studios Licensing, LLC and Slingshot. The Dismissal Agreement resolved in full the action titled
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Slingshot USA, LLC v. Angel Studios Licensing, LLC, Case No. 250401064, in the Fourth Judicial District Court, Utah County, State of Utah, and any and all claims arising from or relating to the parties’ prior content distribution agreement concerning DAVID and Young David. Slingshot dismissed the Lawsuit with prejudice on October 8, 2025.
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P&A Subsidiaries
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Over the past year, we have formed several subsidiaries (each, a “P&A Subsidiary”) to exploit the commercial potential of specific films. Generally, a P&A Subsidiary enters into a distribution agreement with a filmmaker/production company to license the rights to market and distribute a film. The P&A Subsidiary then executes a services agreement with us to market the film’s theatrical release. The P&A Subsidiary also sublicenses the film to us for distribution via the Angel App and our website, as well as to other distribution networks. In exchange for our right to distribute the film, we retain a share of revenue generated by our distribution of the film to the Guild.
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P&A Subsidiaries have dual class voting structures: preferred shares, which are offered to investors under Regulation A; and common shares, which we purchase at formation and which are the sole voting shares of a P&A Subsidiary. Typically, the preferred shares have a ‘Stated Value’ of 115-120% of the price at which the shares are sold. A P&A Subsidiary’s board of directors may, upon determining that the company has sufficient available funds, pay the Stated Value to preferred shareholders. Payments are made from receipts generated by the film’s theatrical release, after movie theaters have taken their negotiated share. If revenue generated from a film’s theatrical release is insufficient to pay the Stated Value, P&A Subsidiaries may pay the Stated Value from revenue generated by the film’s distribution, merchandising sales, and other commercial exploitation. Upon full payment of the Stated Value, a P&A Subsidiary’s preferred shares are automatically redeemed, and we become the entity’s sole owner. After a P&A Subsidiary has redeemed its preferred shares, the subsidiary splits remaining revenue with the filmmaker according to the terms of the Distribution Agreement.
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We are legally distinct from the P&A Subsidiaries, and investments in them are distinct from an investment in us. A P&A Subsidiary is formed solely to exploit the commercial potential of a single film, and proceeds generated from a subsidiary’s offering of preferred shares are used to market and distribute that one film. A P&A Subsidiary has no other business or assets other than its exploitation of the rights to the film. The subsidiary’s shareholders do not have any rights to our assets or securities if a film does not perform well financially.
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Investors in our common stock are investing in us and our business, which is broader than the marketing of a single film. Investors in our Common Stock do not have any right to payment of any amounts from the receipts of a film’s theatrical release prior to dividend payments made to the shareholders of the P&A Subsidiaries.
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P&A Subsidiaries are required to file current and periodic reports with the SEC pursuant to Rule 257(b) of Regulation A. Unlike us, P&A Subsidiaries do not have reporting obligations under Section 15(d) of the Exchange Act.
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For the three months ended June 30, 2026, compared to the three months ended June 30, 2025, the decrease in legal expense of $5.8 million was largely a result of legal costs in the prior year from the anticipated Merger with Merger Sub with no comparable transactions in the three months ended June 30, 2026.
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For the six months ended June 30, 2026, compared to the six months ended June 30, 2025, the decrease in legal expense of $4.3 million was largely a result of legal costs in the prior year from the anticipated Merger with Merger Sub, partially offset by the legal fees associated with the Homestead, Toothy Cow Productions, and Tuttle Twins Show pending acquisitions.
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The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reported periods. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments. Based on this definition, we have identified the critical accounting policies and judgments addressed below. Estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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Long-lived Assets
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Intangible assets with finite lives and property, plant and equipment are amortized or depreciated over their estimated useful life on a straight-line basis. We monitor conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization or depreciation period. We test these assets for potential impairment whenever our management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset’s useful life and the impact of an event or circumstance on either an asset’s useful life or carrying value involve significant judgment regarding estimates of the future cash flows associated with each asset.
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Capitalized internal-use software costs are primarily comprised of direct labor and technology related expenses. Internal-use software includes software utilized for cloud-based solutions as well as software for internal systems and tools. Costs are capitalized once the project is defined, funding is committed, and it is confirmed the software will be used for its intended use. Capitalization of these costs concludes once the project is complete and the software is ready for its intended purpose. Post-configuration training and maintenance costs are expensed as incurred.
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Income Taxes
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We account for income taxes under the liability method, whereby deferred tax asset or liability account balances are determined based on the difference between the financial statement and the tax bases of assets and liabilities using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets when we expect the amount of tax benefit to be realized is less than the carrying value of the deferred tax asset.
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Accounting for income taxes involves uncertainty and judgment on how to interpret and apply tax laws and regulations within our annual tax filings. Such uncertainties from time to time may result in a tax position that may be challenged and overturned by a tax authority in the future which could result in additional tax liability, interest charges and possibly penalties.
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Stock-Based Compensation
Showing the first 40 of 43 passages. Open the source sections for the rest.
Reworded paragraphs (40)
Previous wording
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. The forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties, which are more fully described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed on March 12, 2026, include but are not limited to the following risks, uncertainties and other factors:
Current wording
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. The forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Such forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve risks and uncertainties, some of which are beyond our control. These risks and uncertainties are more fully described in Part I, Item 1A, "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as supplemented by Part II, Item 1A, “Risk Factors,” in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, and in this report.
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As of June 30, 2026, through the Angel Guild, approximately 2.61 million paying members help decide what film and TV projects we will market and distribute.
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As of September 30, 2026, through the Angel Guild, approximately 2.94 million paying members help decide what film and TV projects we will market and distribute.
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All Guild members make a written pledge stating: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely or admirable.”
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All Guild members make a written pledge stating: “When I vote, I pledge to help choose excellent entertainment that is true, honest, noble, just, authentic, lovely, admirable, or joyful.”
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As of June 30, 2026, we held an aggregate of approximately 303.1 bitcoin. This equates to 1.6252 bitcoin per million shares of our Common Stock. We plan to continue to acquire and hold bitcoin as a strategic treasury asset as an adjunct to our core film and TV distribution business. The continued implementation of our bitcoin treasury strategy aims to support our mission-driven approach of funding the world’s best filmmakers in producing stories that amplify light for generations to come. The overall strategy contemplates that we may (i) enter into capital raising transactions that are collateralized by our bitcoin holdings, (ii) consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings and (iii) periodically sell bitcoin for general corporate purposes, including to generate cash to meet our operating requirements.
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As of September 30, 2026, we held an aggregate of approximately 304.1 bitcoin. This equates to 1.5490 bitcoin per million shares of our Common Stock. We plan to continue to acquire and hold bitcoin as a strategic treasury asset as an adjunct to our core film and TV distribution business. The continued implementation of our bitcoin treasury strategy aims to support our mission-driven approach of funding the world’s best filmmakers in producing stories that amplify light for generations to come. The overall strategy contemplates that we may (i) enter into capital raising transactions that are collateralized by our bitcoin holdings, (ii) consider pursuing strategies to create income streams or otherwise generate funds using our bitcoin holdings and (iii) periodically sell bitcoin for general corporate purposes, including to generate cash to meet our operating requirements.
Previous wording
On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated as of December 5, 2025, with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), providing for the offer and sale to or through the Sales Agents, from time to time, shares of our Class A Common Stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000. During the year ended December 31, 2025, we sold an aggregate of 196,348 shares of our Class A Common Stock, generating gross proceeds of $1.0 million. During the six months ended June 30, 2026, we sold no shares of our Class A Common Stock from the equity distribution agreement.
Current wording
On December 5, 2025, we entered into an equity distribution agreement (the “Equity Distribution Agreement”), with Oppenheimer & Co. Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, Maxim Group LLC and Roth Capital Partners, LLC (each, a “Sales Agent,” and together, the “Sales Agents”), providing for the offer and sale to or through the Sales Agents, from time to time, shares of our Class A Common Stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000. During the year ended December 31, 2025, we sold an aggregate of 196,348 shares of our Class A Common Stock, generating gross proceeds of $1.0 million. During the nine months ended September 30, 2026, we sold no shares of our Class A Common Stock from the equity distribution agreement.
Previous wording
Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure used by management to assess operating performance, is defined as net income/(loss), excluding interest expense, net, income tax expense, depreciation and amortization, stock-based compensation, and the (gain)/loss on digital assets, as well as exceptional items. Management uses Adjusted EBITDA as a supplemental measure of operating performance to evaluate the performance of the Company’s business operations, to facilitate comparisons of operating results across reporting periods, and to assist in planning and forecasting future periods. Adjusted EBITDA is presented as a supplemental measure of the Company’s operating performance and should not be considered in isolation or as a substitute for net income/(loss) or any other measure of financial performance calculated in accordance with GAAP.
Current wording
Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), a non-GAAP measure used by management to assess operating performance, is defined as net income/(loss), excluding interest expense, net, income tax expense, depreciation and amortization, stock-based compensation, and the (gain)/loss on digital assets, as well as exceptional items, if any. In connection with the TTS acquisition, the Company remeasured its previously held equity-method investment in TTS to fair value as of the acquisition date, resulting in a non-operating, non-recurring gain recognized in other income (expense), net. This item is excluded from Adjusted EBITDA as it does not reflect the Company’s ongoing operating performance. Management uses Adjusted EBITDA as a supplemental measure of operating performance to evaluate the performance of the Company’s business operations, to facilitate comparisons of operating results across reporting periods, and to assist in planning and forecasting future periods. Adjusted EBITDA is presented as a supplemental measure of the Company’s operating performance and should not be considered in isolation or as a substitute for net income/(loss) or any other measure of financial performance calculated in accordance with GAAP.
Previous wording
We present Adjusted EBITDA in this filing because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. Period-to-period comparison of Adjusted EBITDA helps our management identify additional trends in our company’s financial results that may not be shown solely by period-to-period comparison of net income/(loss). In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to net income/(loss), helps investors make comparisons between our company and other companies that may have different capital structures, different capitalized asset values, different forms of employee compensation and different strategic nonrecurring projects. Adjusted EBITDA has its limitations as an analytical tool because of the excluded items, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:
Current wording
We present Adjusted EBITDA in this filing because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our ongoing operating performance. Period-to-period comparison of Adjusted EBITDA helps our management identify additional trends in our company’s financial results that may not be shown solely by period-to-period comparison of net income/(loss). In addition, we believe that providing Adjusted EBITDA, together with a reconciliation of Adjusted EBITDA to net income/(loss), helps investors make comparisons between our company and other companies that may have different capital structures, different capitalized asset values, different forms of employee compensation and different strategic nonrecurring projects. Adjusted EBITDA has its limitations as an analytical tool because of the excluded items, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.
Previous wording
A reconciliation between net income/(loss) and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 is presented below:
Current wording
A reconciliation between net income/(loss) and Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025 is presented below:
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million from June 30, 2025 to June 30, 2026, 2) an increase in content licensing revenue, which increased by $16.1 million as a result of larger licensing deals being entered into from our Q4 2025 and Q1 2026 theatrical releases, compared to smaller deals in the prior year period, and 3) an increase in merchandise revenue of $3.5 million largely due to increased DVD sales in 2026 as compared to the prior year period. This increase was partially offset by a decrease in Theatrical revenue by $19.5 million, largelydue to the release of King of Kings in Q2 2025, as compared to smaller releases in the current period.
Current wording
During the three months ended September 30, 2026, compared to the three months ended September 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $56.4 million as a result of increased Angel Guild members from 1.58 million to 2.94 million from September 30, 2025 to September 30, 2026, 2) an increase in theatrical revenue, which increased by $23.5 million as a result of a larger theatrical slate as compared to the prior year period, including the release ofYoung Washington andRunner in the current period, and 3) an increase in content licensing revenue, which increased by $2.5 million as a result of larger licensing deals being entered into from our 2026 theatrical releases, compared to smaller deals in the prior year period.
Previous wording
During the three months ended June 30, 2026, cost of revenues was $51.7 million compared to $27.3 million in the same quarter in the prior year. The increase in Angel Guild cost of revenues by $1.8 million was largely a result of increased memberships and the transaction fees of $3.5 million related to that growth, partially offset by a decrease in the amount of free movie tickets for premium Angel Guild members for Angel theatrical releases of $2.7 million. The increase in royalties of $24.0 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild. These increases were partially offset by a decrease in theatrical cost of revenues of $1.2 million as a result of reduced spending on distributing theatrical releases in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Current wording
During the three months ended September 30, 2026, cost of revenues was $59.0 million compared to $34.3 million in the same quarter in the prior year. The increase in Angel Guild cost of revenues by $12.5 million was largely a result of increased memberships and the transaction fees of $4.3 million related to that growth, as well as an increase in the amount of free movie tickets for premium Angel Guild members for Angel theatrical releases of $5.8 million, which was largely driven by the release ofYoung Washington in July 2026. The increase in royalties of $11.9 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild.
Previous wording
During the three months ended June 30, 2026, compared to the three months ended June 30, 2025, selling and marketing expenses remained relatively consistent. The increase in Angel Guild sales and marketing expenses of $14.4 million was a result of the promotion of the Angel Guild in an effort to increase memberships. This was partially offset by a decrease in Theatrical sales and marketing expenses of $14.2 million as a result of reduced spending on promoting theatrical releases in the three-months ended June 30, 2026 as compared to June 30, 2025. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.
Current wording
During the three months ended September 30, 2026, compared to the three months ended September 30, 2025, selling and marketing expenses increased by $27.4 million. The increase in Angel Guild sales and marketing expenses of $19.4 million was a result of promotions in July and August 2026 in an effort to increase memberships. The increase in Theatrical expenses of $7.5 million was a result of increased spending on promoting theatrical releases due to the larger theatrical slate as compared to the prior year period. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.
Previous wording
For the three months ended June 30, 2026, higher general and administrative costs of $2.6 million were primarily related to: 1) additional employee costs of $1.2 million during 2026 related to the support staff necessary to manage the continued and expected growth of the
Current wording
For the three months ended September 30, 2026, higher general and administrative costs of $2.8 million were primarily related to: 1) additional employee costs of $1.0 million during 2026 related to the support staff necessary to manage the continued and expected growth of the business, and 2) additional stock-based compensation expenses of $1.2 million during 2026 due to an increase in options and RSUs granted to employees and their related fair value on the grant date.
Previous wording
For the three months ended June 30, 2026, research and development costs remained relatively consistent, with no large increases or decreases in personnel or software costs associated with research and development.
Current wording
For the three months ended September 30, 2026, as compared to the prior year period, research and development costs remained relatively consistent, with no large increases or decreases in personnel or software costs associated with research and development.
Previous wording
The increase in the loss on digital assets of $10.4 million during the three months ended June 30, 2026 was a result of measuring our digital assets at fair value at the end of each reporting period per Accounting Standards Update (“ASU”) No. 2023-08 and the value of bitcoin decreasing during the three months ended June 30, 2026 by a greater amount as compared to the three months ended June 30, 2025.
Current wording
The increase in the gain on digital assets of $5.5 million during the three months ended September 30, 2026, as compared to the prior year period, was a result of measuring our digital assets at fair value at the end of each reporting period per Accounting Standards Update (“ASU”) No. 2023-08 and the value of bitcoin increasing during the three months ended September 30, 2026 by a greater amount as compared to the three months ended September 30, 2025.
Previous wording
The following represents our performance highlights for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
Current wording
The following represents our performance highlights for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
Previous wording
The following represents our revenue by type for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
Current wording
The following represents our revenue by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
Previous wording
During the three months ended June 30, 2026, compared to the three months ended June 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $43.9 million as a result of increased Angel Guild members from 1.31 million to 2.61 million from June 30, 2025 to June 30, 2026, 2) an increase in content licensing revenue, which increased by $8.5 million as a result of larger licensing deals being entered into from our 2026 theatrical releases, compared to smaller deals in the prior year period, and 3) an increase in merchandise revenue of $1.3 million largely due to DVD sales in Q2 2026. This increase was partially offset by a decrease in theatrical revenue of $29.8 million largely due to the release of two larger releases in Q2 2025, as compared to a single smaller release in Q2 2026.
Current wording
During the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $149.0 million as a result of increased Angel Guild members from 1.58 million to 2.94 million from September 30, 2025 to September 30, 2026, 2) an increase in content licensing revenue, which increased by $18.6 million as a result of larger licensing deals being entered into from our Q4 2025 and 2026 theatrical releases, compared to smaller deals in the prior year period, 3) an increase in merchandise revenue of $3.2 million largely due to increased DVD sales in 2026 as compared to the prior year period, and 4) an increase in Theatrical revenue of $4.0 million, largelydue to more theatrical releases in the current period, including the release ofYoung Washington andRunner in Q3 2026, as compared to less theatrical releases in the prior period.
Previous wording
The following represents our cost of revenues by type for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
Current wording
The following represents our cost of revenues by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
Previous wording
During the six months ended June 30, 2026, cost of revenues was $95.8 million compared to $46.8 million for the six months ended June 30, 2025. The increase in Angel Guild cost of revenues by $8.8 million was largely a result of increased memberships and the transaction fees of $8.3 million related to that growth. The increase in royalties of $39.6 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild. These increases were partially offset by a decrease in Theatrical cost of revenues of $0.9 million as a result of reduced spending on distributing theatrical releases in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Current wording
During the nine months ended September 30, 2026, cost of revenues was $154.8 million compared to $81.1 million for the nine months ended September 30, 2025. The increase in Angel Guild cost of revenues by $21.3 million was largely a result of increased memberships and the transaction fees of $12.6 million related to that growth and an increase in the amount of free movie tickets for premium Angel Guild members for Angel theatrical releases of $5.7 million, as well as small increases in hosting fees and other various costs. The increase in royalties of $51.5 million was a result of royalties earned by filmmakers from higher net revenue earned from the Angel Guild.
Previous wording
The following represents our selling and marketing expenses by type for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
Current wording
The following represents our selling and marketing expenses by type for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
Previous wording
During the six months ended June 30, 2026, compared to the six months ended June 30, 2025, the increase in selling and marketing expenses was largely due to an increase in Angel Guild sales and marketing expenses of $17.0 million as a result of the promotion of the Angel Guild in an effort to increase memberships. This was partially offset by a decrease in theatrical sales and marketing expenses of $10.8 million as a result of reduced spending on promoting theatrical releases in the six-months ended June 30, 2026 as compared to the six months ended June 30, 2025. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.
Current wording
During the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, the increase in selling and marketing expenses was largely due to an increase in Angel Guild sales and marketing expenses of $36.4 million, which was a result of increased promotions in the current period in an effort to increase memberships. This was partially offset by a decrease in theatrical sales and marketing expenses of $3.3 million as a result of reduced spending on promoting theatrical releases in the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025. As we continue to bring on additional content, drive Angel Guild memberships and promote future theatrical releases, this cost is expected to fluctuate, but overall remain high and be a significant component of our operating expenses.
Previous wording
For the six months ended June 30, 2026, higher general and administrative costs of $6.4 million were primarily related to: 1) additional employee costs of $2.2 million during 2026 related to the support staff necessary to manage the continued and expected growth of the business, 2) additional equity issuance costs of $2.3 million during 2026 due to an increase in options and RSUs granted to employees in the six months ended June 30, 2026 and their related fair value on the grant date, and 3) amortization expense of $1.5 million related to a new three-year first-look agreement with a filmmaker, which provides the Company with priority rights to review and bid on the filmmaker's future projects.
Current wording
For the nine months ended September 30, 2026, higher general and administrative costs of $9.2 million were primarily related to: 1) additional employee costs of $3.2 million during 2026 related to the support staff necessary to manage the continued and expected growth of the business, 2) additional stock-based compensation expense of $3.5 million during 2026 due to an increase in options and RSUs granted to employees in the nine months ended September 30, 2026 and their related fair value on the grant date, and 3) amortization expense of $1.8 million related to a new three-year first-look agreement with a filmmaker, which provides the Company with priority rights to review and bid on the filmmaker's future projects.
Previous wording
For the six months ended June 30, 2026, the increase in research and development costs of $1.2 million primarily related to additional employee costs during 2026 related to the support staff necessary to manage the continued and expected growth of the business.
Current wording
For the nine months ended September 30, 2026, the increase in research and development costs of $1.8 million primarily related to additional employee costs during 2026 related to the support staff necessary to manage the continued and expected growth of the business.
Previous wording
The increase in the loss on digital assets of $12.9 million during the six months ended June 30, 2026 was a result of measuring our digital assets at fair value at the end of each reporting period per ASU No. 2023-08 and the value of bitcoin decreasing during the six months ended June 30, 2026 by a greater amount as compared to the six months ended June 30, 2025.
Current wording
The change in the net loss on digital assets of $7.4 million during the nine months ended September 30, 2026 was a result of measuring our digital assets at fair value at the end of each reporting period per ASU No. 2023-08 and the value of bitcoin decreasing during the nine months ended September 30, 2026 as compared to the value of bitcoin increasing during the nine months ended September 30, 2025.
Previous wording
The increase in interest expense of $4.8 million is related to a higher dollar amount of P&A and other notes entered into and outstanding during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as can be seen on our condensed consolidated statements of cash flows and condensed consolidated balance sheets.
Current wording
The increase in interest expense of $5.1 million is related to a higher dollar amount of P&A and other notes entered into and outstanding during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, as can be seen on our condensed consolidated statements of cash flows and condensed consolidated balance sheets.
Previous wording
Cash and cash equivalents increased by $4.0 million in the six months ended June 30, 2026, primarily due to cash provided by operating activities of $18.8 million, partially offset by cash used in investing activities of $13.8 million and cash used in financing activities of $1.1 million.
Current wording
Cash and cash equivalents increased by $1.5 million in the nine months ended September 30, 2026, primarily due to cash provided by operating activities of $29.1 million, partially offset by cash used in investing activities of $24.5 million and cash used in financing activities of $3.1 million.
Previous wording
To date, we have funded a significant portion of our operations through private and public offerings of our common stock and raise of money through notes payable. As of June 30, 2026, we had cash on hand of approximately $48.0 million. Notes payable currently consists of 1) P&A notes in the amount of $12.0 million with amounts due based on timing of certain cash proceeds, but which amounts are expected to be paid within the next twelve months, 2) financing of a convertible note in the amount of $6.0 million, which will become due, if not converted into equity beforehand, by May 1, 2027, and 3) a financing facility in the amount of $100.0 million, of which $60.0 million is currently drawn as of the date of this report, with interest payable monthly and principal installments starting in November 2027 and a final maturity of October 1, 2030.
Current wording
Historically, we have funded a significant portion of our operations through private and public offerings of our common stock and raise of money through notes payable. During 2026, we have funded a significant portion of our operations through positive operating cash flow. As of September 30, 2026, we had cash on hand of approximately $45.6 million. Notes payable, excluding discounts and issuance costs, consists of 1) P&A notes in the amount of $12.4 million with amounts due based on timing of certain cash proceeds, but which amounts are expected to be paid within the next twelve months, 2) financing of a convertible note in the amount of $6.2 million, which will become due, if not converted into equity beforehand, by May 1, 2027, and 3) a financing facility in the amount of $100.0 million, of which $60.0 million is currently drawn as of the date of this report, with interest payable monthly and principal installments starting in November 2027 and a final maturity of October 1, 2030.
Previous wording
The condensed consolidated financial statements have been prepared assuming we will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the six months ended June 30, 2026, we incurred a net loss of approximately $37.6 million and had cash provided by operating activities of approximately $18.8 million. We have an accumulated deficit of approximately $279.1 million as of June 30, 2026. Marketing expense was our largest expense for the period ended June 30, 2026 as our intent is to increase Angel Guild memberships and support our theatrical releases. We anticipate that as we continue to grow the business, we will incur operating losses and use cash in operating activities during 2026.
Current wording
The condensed consolidated financial statements have been prepared assuming we will continue to operate as a going concern within one year from the date of issuance of these condensed consolidated financial statements. For the nine months ended September 30, 2026, we incurred a net loss of approximately $42.7 million and had cash provided by operating activities of approximately $29.1 million. We have an accumulated deficit of approximately $284.3 million as of September 30, 2026. Marketing expense was our largest expense for the period ended September 30, 2026 as our intent is to increase Angel Guild memberships and support our theatrical releases. We anticipate that as we continue to grow the business, we will incur operating losses and use cash in operating activities during 2026.
Previous wording
We are working to increase revenues through the growth of Angel Guild memberships, our pipeline of theatrical releases during the second half of 2026 and additional streaming agreements. We have historically financed marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (“P&A”) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors. During the three months ended June 30, 2026, the Company did not raise any money from Regulation A offerings and received $10.0 million from P&A loans. During the year ended December 31, 2025, the Company raised $13.2 million from Regulation A offerings and received $84.0 million from P&A loans. During the six months ended June 30, 2026, the Company paid $57.6 million for the repayments of P&A loans, including interest and paid $5.9 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical
Current wording
We are working to increase revenues through the growth of Angel Guild memberships, our pipeline of theatrical releases during the final quarter of 2026 and additional streaming agreements. We have historically financed marketing activities for theatrical releases through two primary methods: 1) Regulation A offerings that are tailored to raise money for the print and advertising costs (“P&A”) for specific theatrical releases and 2) P&A loan agreements with individual and institutional investors. During the nine months ended September 30, 2026, the Company did not raise any money from Regulation A offerings and received $20.0 million from P&A loans. During the year ended December 31, 2025, the Company raised $13.2 million from Regulation A offerings and received $84.0 million from P&A loans. During the nine months ended September 30, 2026, the Company paid $68.7 million for the repayments of P&A loans, including interest and paid $5.9 million as a redemption of shares for Regulation A investors, from the proceeds collected from the
Previous wording
releases and other revenues earned. During the year ended December 31, 2025, the Company paid $43.5 million for the repayments of P&A loans, including interest and paid $15.8 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned.
Current wording
theatrical releases and other revenues earned. During the year ended December 31, 2025, the Company paid $43.5 million for the repayments of P&A loans, including interest and paid $15.8 million as a redemption of shares for Regulation A investors, from the proceeds collected from the theatrical releases and other revenues earned.
Previous wording
Additionally, the Company has raised capital through the sale of its Common Stock, generating $104.1 million of cash during the year ended December 31, 2025. During the six months ended June 30, 2026, the Company issued Common Stock through a public offering for aggregate proceeds of $34.5 million and generated approximately $190.5 million in cash from Angel Guild paid memberships. As we continue to grow, we expect that our existing capital resources, including cash, accounts receivables, licensing receivables, recurring revenues from our membership base, the ability to draw on our existing debt facility, and the ability to sell our digital assets if necessary, will be sufficient to meet our operating requirements for at least the next twelve months. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses.
Current wording
Additionally, the Company has raised capital through the sale of its Common Stock, generating $104.1 million of cash during the year ended December 31, 2025. During the nine months ended September 30, 2026, the Company issued Common Stock for aggregate proceeds of $34.6 million and generated approximately $322.7 million in cash from Angel Guild paid memberships. As we continue to grow, we expect that our existing capital resources, including cash, accounts receivables, licensing receivables, recurring revenues from our membership base, the ability to draw on our existing debt facility, and the ability to sell our digital assets if necessary, will be sufficient to meet our operating requirements for at least the next twelve months. While there is no assurance of success, management remains committed to its plans to grow revenues and manage expenses.
Previous wording
Operating Activities. Cash flows provided by (used in) operating activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, were as follows:
Current wording
Operating Activities. Cash flows provided by (used in) operating activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:
Previous wording
Cash flows provided by operating activities for the six months ended June 30, 2026 was $18.8 million compared to cash flows used in operating activities of $20.4 million for the six months ended June 30, 2025, an increase of $39.2 million. This increase was primarily attributable to 1) growth in net Angel Guild cash received, which is due to increased Guild membership, and 2) lower marketing spend as a percentage of revenue. The increase in cash is also a result of the collection of theatrical receipts related to David in the first quarter of 2026.
Current wording
Cash flows provided by operating activities for the nine months ended September 30, 2026 was $29.1 million compared to cash flows used in operating activities of $52.5 million for the nine months ended September 30, 2025, an increase of $81.6 million. This increase was primarily attributable to 1) growth in net Angel Guild cash received, which is due to increased Guild membership, and 2) lower marketing spend as a percentage of revenue.
Previous wording
*Investing Activities.*Cash flows used in investing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, were as follows:
Current wording
*Investing Activities.*Cash flows used in investing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:
Previous wording
Cash flows used in investing activities for the six months ended June 30, 2026 was $13.8 million compared to cash flows used in investing activities of $12.2 million for the six months ended June 30, 2025. The increase of cash flows used was largely due to the advances to certain acquisition targets for $8.2 million, partially offset by the decrease of the purchase of content of $4.1 million and the decrease of investment in affiliates of $3.0 million.
Current wording
Cash flows used in investing activities for the nine months ended September 30, 2026 was $24.5 million compared to cash flows used in investing activities of $21.8 million for the nine months ended September 30, 2025. The increase of cash flows used was largely due to the advances to certain acquisition targets for $9.3 million, the cash consideration (net of cash acquired) paid as part of the acquisition of Tuttle Twins for $5.8 million, and the increase of additions to internal-use software of $2.2 million, partially offset by the decrease of the asset acquisition of $6.0 million, the decrease in purchases of intangible assets of $3.0 million, and the decrease of investment in affiliates of $5.5 million.
Previous wording
*Financing Activities.*Cash flows provided by (used in) financing activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, were as follows:
Current wording
*Financing Activities.*Cash flows provided by (used in) financing activities for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, were as follows:
Previous wording
Cash flows used in financing activities for the six months ended June 30, 2026 were $1.1 million compared to cash flows provided by financing activities of $53.3 million for the six months ended June 30, 2025. During the six months ended June 30, 2026, we raised $30.0 million in notes payable and $34.5 million through issuance of Common Stock in a public offering. This was partially offset by the repayment of $57.6 million for P&A related notes and a $5.9 million redemption paid for equity in noncontrolling interests. During the six months ended June 30, 2025, we raised $38.5 million with issuance of our common stock, $8.7 million in equity from noncontrolling interests, and $48.9 million in notes payable. These were partially offset by the repayment of $25.5 million for P&A related notes, a $11.8 million redemption paid for equity in noncontrolling interests and a $6.0 million payment related to a loan guarantee.
Current wording
Cash flows used in financing activities for the nine months ended September 30, 2026 were $3.1 million compared to cash flows provided by financing activities of $130.4 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, we raised $40.0 million in notes payable and $34.6 million through issuance of Common Stock. This was partially offset by the repayment of $68.7 million for P&A related notes and a $5.9 million redemption paid for equity in noncontrolling interests. During the nine months ended September 30, 2025, we raised $102.8 million with issuance of our common stock, $13.7 million in equity from noncontrolling interests, and $106.2 million in notes payable. These were offset by the repayment of $36.5 million for P&A related notes, the repayment of $27.0 million of notes payable, a $15.8 million redemption paid for equity in noncontrolling interests and a $10.2 million payment related to a loan guarantee.
Previous wording
We launched the Angel Guild in the second quarter of 2023. Since that time the Angel Guild grew to approximately 2.00 million Angel Guild members as of December 31, 2025, accounting for 65.2% of our total revenue in 2025. The Angel Guild grew to approximately 2.61 million Angel Guild members as of June 30, 2026, accounting for 76.7% of our total revenue in 2026. As of June 30, 2026, filmmakers have earned $289.6 million in cumulative royalties.
Current wording
We launched the Angel Guild in the second quarter of 2023. Since that time the Angel Guild grew to approximately 2.00 million Angel Guild members as of December 31, 2025, accounting for 65.2% of our total revenue in 2025. The Angel Guild grew to approximately 2.94 million Angel Guild members as of September 30, 2026, accounting for 75.1% of our total revenue in 2026. As of September 30, 2026, filmmakers have earned $323.4 million in cumulative royalties.
Previous wording
We attribute the Angel Guild growth to many factors including, but not limited to, new and exclusive content being added regularly to the Angel Guild and marketing optimization and upselling to the Angel App user base. For the six months ended June 30, 2026, the trailing twelve months average revenue per member was $13.63 per month.
Current wording
We attribute the Angel Guild growth to many factors including, but not limited to, new and exclusive content being added regularly to the Angel Guild and marketing optimization and upselling to the Angel App user base. For the nine months ended September 30, 2026, the trailing twelve months average revenue per member was $13.73 per month.
Previous wording
As of June 30, 2026, our off-balance sheet arrangements consisted of guarantees of repayment of third-party loans made to independent film production companies that are unconsolidated variable interest entities in which we hold a variable interest but are not the primary beneficiary. Our maximum potential undiscounted future payments under these guarantees were $6.5 million, against which we have recorded a guarantee liability of $0.3 million, and we have assessed the payment risk as low. We had no other off-balance sheet arrangements as of June 30, 2026 that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors. SeeNote 1, Description of Organization and Summary of Significant Accounting Policies, andNote 5, Commitments and Contingencies, to the condensed consolidated financial statements.
Current wording
As of September 30, 2026, our off-balance sheet arrangements consisted of guarantees of repayment of third-party loans made to independent film production companies that are unconsolidated variable interest entities in which we hold a variable interest but are not the primary beneficiary. We have assessed the risk of payment under these guarantees as low. We had no other off-balance sheet arrangements as of September 30, 2026 that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources that is material to investors. SeeNote 6, Commitments and Contingencies, for our maximum potential future payments under these guarantees and the related recorded guarantee liability.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended September 30, 2026, compared to the three months ended September 30, 2025, legal costs remained relatively consistent, with no large increases or decreases in fees paid to third parties.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
business, and 2) additional equity issuance costs of $1.4 million during 2026 due to an increase in options and RSUs granted to employees in the last 12 months and their related fair value on the grant date.
Previous report — wording carried elsewhere
During the six months ended June 30, 2026, compared to the six months ended June 30, 2025, the increase in revenues was largely due to: 1) an increase in Angel Guild revenue by $92.6 million as a result of increased Angel Guild members from 1.31 million to 2.61