Form 3: Gigafund Entities Report Major ANGX Stake and Options

Rhea-AI Filing Summary

Form 3 filed for Angel Studios, Inc. (ANGX) discloses initial beneficial ownership by Gigafund-related reporting persons. Gigafund 1, LP directly holds 19,459,882 shares of Class A common stock. An additional 53,504 shares of Class A common stock are reported (directly held by Stephen D. Oskoui per footnote). The filing also shows options to purchase 137,651 shares of Class B common stock exercisable beginning 09/10/2025 with an exercise price of $2.24 and an expiration date of 12/02/2032. Reporting persons listed include Gigafund 1 GP, LP, Luke Nosek, and Stephen D. Oskoui, each identified as a director and 10% owner, and several disclaimers note they disclaim beneficial ownership except for pecuniary interests.

Positive

• Material disclosure of ownership: Gigafund 1, LP reports 19,459,882 Class A shares, providing market transparency
• Options disclosed with terms: 137,651 Class B share options, exercisable 09/10/2025 at $2.24, expiring 12/02/2032

Negative

• Beneficial ownership disclaimers: Multiple disclaimers by LP, GP, and individuals could limit clarity on voting control and economic exposure

Insights

Securities Analyst

TL;DR: Large equity stake disclosed by Gigafund entities and principals; routine Section 16 reporting without new corporate actions.

The Form 3 documents initial beneficial ownership positions in Angel Studios, showing a substantial direct holding of 19.46 million Class A shares by Gigafund 1, LP and related holdings/options tied to principal Stephen D. Oskoui. This is a standard initial disclosure under Section 16; it notifies the market of concentrated ownership by insiders and affiliated investment vehicles. The presence of options exercisable in 2025 and expiring in 2032 provides optionality but no immediate dilution. Footnotes clarify direct holdings and multiple disclaimers of beneficial ownership, which affects how voting and pecuniary interests are interpreted.

Corporate Governance Expert

TL;DR: Disclosure is complete for initial ownership but includes standard disclaimers that limit clarity on control rights.

The filing names directors and 10% owners including Luke Nosek and Stephen D. Oskoui and discloses that Gigafund structures hold material equity. The inclusion of disclaimers that the reporting persons "disclaim beneficial ownership" except for pecuniary interest is common for fund GP/LP structures, but it signals that ultimate voting and investment control is exercised through the GP and principals rather than direct personal ownership. The signature block shows an authorized signatory executed powers of attorney for the principals, which is consistent with centralized governance of fund holdings.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gigafund 1, LP

(Last) (First) (Middle)

555 E. 5TH STREET #3127

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2025

3. Issuer Name and Ticker or Trading Symbol
Angel Studios, Inc. [ ANGX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	19,459,882	D(1)(4)
Class A Common Stock	53,504	I	See footnotes(2)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Class B Common Stock	09/10/2025	12/02/2032	Class B Common Stock	137,651	$2.24	I	See footnotes(3)(4)

1. Name and Address of Reporting Person^*

Gigafund 1, LP

(Last) (First) (Middle)

555 E. 5TH STREET #3127

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gigafund 1 GP, LP

(Last) (First) (Middle)

555 E. 5TH STREET #3127

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nosek Luke

(Last) (First) (Middle)

555 E. 5TH STREET #3127

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Oskoui Stephen D.

(Last) (First) (Middle)

555 E. 5TH STREET #3127

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares of Class A Common Stock are directly held by Gigafund 1, LP ("LP"). Gigafund 1 GP, LP ("GP") is the general partner of LP, and Stephen D. Oskoui and Luke Nosek control all voting and investments decisions with respect to securities held by LP and GP. Each of the Reporting Persons disclaim beneficial ownership of such securities, except to the extent of their respective pecuniary interest therein.

2. These shares of Class A Common Stock, which are directly held by Stephen D. Oskoui, were acquired upon conversion of shares of Class B Common Stock, as reported on a Form 4 filed on September 16, 2025. Each of LP, GP, and Luke Nosek disclaim beneficial ownership of such securities.

3. These options are directly held by Stephen D. Oskoui and each of LP, GP, and Luke Nosek disclaim beneficial ownership of such options.

4. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24.1 - Power of Attorney

	Gigafund 1, LP, By: Gigafund 1 GP, LP, its General Partner, By: /s/ Lemuel Anaejionu, Name: Lemuel Anaejionu, Title: Authorized Signatory	09/19/2025
	Gigafund 1 GP, LP, By: /s/ Lemuel Anaejionu, Name: Lemuel Anaejionu, Title: Authorized Signatory	09/19/2025
	/s/ Lemuel Anaejionu, as attorney-in-fact for Luke Nosek	09/19/2025
	/s/ Lemuel Anaejionu, as attorney-in-fact for Stephen D. Oskoui	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who filed the Form 3 for ANGX and which entities are listed?

The filing lists Gigafund 1, LP, Gigafund 1 GP, LP, and individuals Luke Nosek and Stephen D. Oskoui as reporting persons.

How many Class A shares does Gigafund 1, LP directly own according to the Form 3?

Gigafund 1, LP directly holds 19,459,882 shares of Class A common stock.

What derivative securities are disclosed in the Form 3 for ANGX?

Options to purchase 137,651 shares of Class B common stock are disclosed, exercisable beginning 09/10/2025 at $2.24, expiring 12/02/2032.

Do the reporting persons claim beneficial ownership of all disclosed securities?

No. The filing contains footnotes where LP, GP, and individuals state they disclaim beneficial ownership except to the extent of pecuniary interest.

Who signed the Form 3 and were powers of attorney used?

The Form 3 was signed by Lemuel Anaejionu as authorized signatory on behalf of Gigafund entities, and he also signed as attorney-in-fact for Luke Nosek and Stephen D. Oskoui on 09/19/2025.