Gigafund, Nosek and Oskoui Report Near-20% Holding in Angel Studios

Rhea-AI Filing Summary

Angel Studios, Inc. received a Schedule 13G filing disclosing that Gigafund entities and two individuals report beneficial ownership of a substantial stake in the issuer's Class A common stock. Gigafund 1, LP and Gigafund 1 GP, LP each report 19,459,882 Class A Shares, representing 19.48% of the 99,910,315 Class A Shares outstanding as of September 11, 2025. Individual filings show Luke Nosek and Stephen D. Oskoui each are reported with shared voting and dispositive power over those same 19,459,882 shares; Mr. Oskoui separately reports 191,155 shares held solely and an option for 137,651 Class B Shares convertible into Class A Shares, giving him an aggregate reported position of 19,651,037 shares or 19.64%.

The filing states that Mr. Nosek and Mr. Oskoui together control voting and investment decisions for the Gigafund-held shares and that the holdings were not acquired to influence control of the issuer. A Joint Filing Agreement is included as Exhibit 99.1.

Positive

• Material stake disclosed: Reporting Persons collectively disclose 19,459,882 Class A Shares representing 19.48% of outstanding Class A stock.
• Transparent individual holdings: Stephen D. Oskoui reports an additional 191,155 sole shares and option to acquire 137,651 Class B Shares convertible to Class A, yielding an aggregate of 19,651,037 shares (19.64%).
• Joint Filing Agreement included: Exhibit 99.1 documents coordination among Reporting Persons for this disclosure.

Negative

• Concentrated voting control: Mr. Nosek and Mr. Oskoui "control all voting and investments decisions" for the Gigafund-held shares, concentrating influence in two individuals.
• Large single-block ownership: A near-20% position can materially affect corporate governance and strategic outcomes, which may concern other shareholders.

Insights

Financial Analyst

TL;DR: A concentrated ~19.5% ownership by Gigafund-related parties is material and could influence shareholder dynamics.

The Schedule 13G discloses that Gigafund 1, LP and its GP, together with principals Luke Nosek and Stephen Oskoui, report shared voting and dispositive power over 19,459,882 Class A shares, equivalent to 19.48% of Class A outstanding. Mr. Oskoui additionally reports sole ownership of 191,155 shares and rights to 137,651 convertible Class B shares, bringing his aggregate to 19,651,037 shares (19.64%). For investors, a near-20% block is material because it represents a significant shareholder stake that can affect governance outcomes, board influence, and strategic negotiations, even though the filing asserts no intent to change control.

Corporate Governance Expert

TL;DR: Concentrated voting power held jointly by two individuals raises governance relevance despite a non-control declaration.

The report clarifies that Mr. Nosek and Mr. Oskoui "control all voting and investments decisions" for the Gigafund-held shares, which is an explicit governance fact. While the filers have certified that the holdings were not acquired to influence control, the disclosure itself signals that two named individuals effectively direct a large block of Class A shares. This is governance-relevant for boards and other shareholders assessing potential alignment, voting outcomes, and negotiation leverage around corporate actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Angel Studios, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

034948109

(CUSIP Number)

09/10/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 034948109

1

Names of Reporting Persons

Gigafund 1, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 19,459,882.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,459,882.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,459,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.48 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percentage of class is calculated based upon 99,910,315 shares of Class A common stock ("Class A Shares") outstanding as of September 11, 2025, as reported on the Issuer's Current Report on Form 8-K ("Form 8-K") filed with the Securities & Exchange Commission ("SEC") on September 16, 2025.

SCHEDULE 13G

CUSIP No. 034948109

1

Names of Reporting Persons

Gigafund 1 GP, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 19,459,882.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,459,882.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,459,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.48 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percentage of class is calculated based upon 99,910,315 Class A Shares outstanding as of September 11, 2025, as reported on the Issuer's Form 8-K filed with the SEC on September 16, 2025.

SCHEDULE 13G

CUSIP No. 034948109

1

Names of Reporting Persons

Luke Nosek

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 19,459,882.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 19,459,882.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,459,882.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.48 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage of class is calculated based upon 99,910,315 Class A Shares outstanding as of September 11, 2025, as reported on the Issuer's Form 8-K filed with the SEC on September 16, 2025.

SCHEDULE 13G

CUSIP No. 034948109

1

Names of Reporting Persons

Stephen D. Oskoui

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 191,155.00
6	Shared Voting Power 19,459,882.00
7	Sole Dispositive Power 191,155.00
8	Shared Dispositive Power 19,459,882.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

19,651,037.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.64 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The reported securities represent 19,513,386 Class A Shares and 137,651 Class A Shares issuable upon conversion of shares of Class B common stock ("Class B Shares") that the Reporting Person has an option to acquire. The percentage of class is calculated based upon 99,910,315 Class A Shares outstanding as of September 11, 2025, as reported on the Issuer's Form 8-K filed with the SEC on September 16, 2025, as increased by the 137,651 Class A Shares issuable upon conversion of Class B Shares.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Angel Studios, Inc.
(b)	Address of issuer's principal executive offices: 295 W Center St., Provo, Utah, 84601
Item 2.
(a)	Name of person filing: This statement is filed by the entities and individuals listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Gigafund 1, LP ("LP") (ii) Gigafund 1 GP, LP ("GP" and together with LP, the "Gigafund Holders") (iii) Luke Nosek ("Mr. Nosek") (iv) Stephen D. Oskoui ("Mr. Oskoui")
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is c/o Gigafund Management Company, LLC, 555 E. 5th Street #3127, Austin, TX 78701.
(c)	Citizenship: See responses to row 4 on each cover page.
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP No.: 034948109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to row 9 on each cover page. The Class A Shares are directly held (i) 19,459,882 Class A Shares by LP and (ii) 53,504 Class A Shares by Mr. Oskoui. In addition, Mr. Oskoui has an option to acquire 137,651 Class B Shares which are convertible one for one into Class A Shares. The percentage of class calculations are based on 99,910,315 Class A Shares outstanding as of September 11, 2025, as reported on the Issuer's Form 8-K filed with the SEC on September 16, 2025, and, in the case of Mr. Oskoui, an additional 137,651 Class A Shares issuable upon exercise of his option and conversion of the acquired Class B Shares. GP is the general partner of LP. Collectively, Mr. Nosek and Mr. Oskoui control all voting and investments decisions with respect to securities held by the Gigafund Holders. Accordingly, Mr. Nosek and Mr. Oskoui may each be deemed to beneficially own the Class A Shares directly held by LP, provided that, the filing of this statement shall not be deemed an admission of beneficial ownership for purposes of Section 13(d) or 13(g) or for any other purpose.
(b)	Percent of class: See responses to row 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to row 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to row 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to row 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to row 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gigafund 1, LP

Signature:	/s/ Lemuel Anaejionu
Name/Title:	Lemuel Anaejionu / Authorized Signatory, By: Gigafund 1 GP, LP, its general partner
Date:	09/17/2025

Gigafund 1 GP, LP

Signature:	/s/ Lemuel Anaejionu
Name/Title:	Lemuel Anaejionu / Authorized Signatory
Date:	09/17/2025

Luke Nosek

Signature:	/s/ Luke Nosek
Name/Title:	Luke Nosek
Date:	09/17/2025

Stephen D. Oskoui

Signature:	/s/ Stephen D. Oskoui
Name/Title:	Stephen D. Oskoui
Date:	09/17/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated as of September 17, 2025, by and among the Reporting Persons.

FAQ

What stake does Gigafund report in Angel Studios in this Schedule 13G (PORTW)?

The Gigafund entities report beneficial ownership of 19,459,882 Class A shares, representing 19.48% of the 99,910,315 Class A shares outstanding as of September 11, 2025.

How many shares does Stephen D. Oskoui report owning in Angel Studios?

Stephen D. Oskoui reports 191,155 shares held solely and an option to acquire 137,651 Class B shares convertible one-for-one into Class A shares, for an aggregate reported position of 19,651,037 shares (19.64%).

Do the filers state they intend to influence control of the issuer?

No. The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who directs voting and investment decisions for the reported shares?

The filing states that Luke Nosek and Stephen D. Oskoui collectively control all voting and investment decisions with respect to securities held by the Gigafund Holders.

Is there an agreement among the Reporting Persons?

Yes. The filing includes a Joint Filing Agreement dated September 17, 2025 as Exhibit 99.1.