DEF 14A of Angel Studios, Inc.

Interests of the Sponsor and the Company’s Directors and Executive Officers

Interests of the Sponsor and the Company’s Directors and Executive Officers When you consider the recommendation of our Board, you should keep in mind that the Sponsor and the Company’s executive officers and directors and their respective affiliates have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things: • If the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, in accordance with our Charter, the 5,750,000 Founder Shares that we issued to the Sponsor (of which the Sponsor currently holds 50,004 Founder Shares, 4,200,000 of which were converted into Class A Common Stock in connection with the Conversion and 1,499,996 of which were transferred to certain third party investors in connection with the Prior Meeting) in exchange for an aggregate capital contribution of $25,000, or approximately $0.004 per share, and the 4,200,000 Public Shares owned by the Sponsor as a result of the Conversion, will be worthless (as our initial stockholders have waived liquidation rights with respect to such shares). The Founder Shares and Public Shares issued upon the Conversion had an aggregate market value of approximately $61,640,000 based on the last sale price for the Company’s Public Shares of $10.72 on March 4, 2024 (the record date); • If the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period, in accordance with our Charter, the 11,700,000 Private Placement Warrants purchased by the Sponsor for an aggregate investment of $11,700,000, or $1.00 per warrant, will be worthless, as they will expire. The Private Placement Warrants had an aggregate market value (assuming they have the same value per warrant as the Public Warrants) of $183,690 based on the last sale price for the Public Warrants of $0.0157 on March 4, 2024 (the record date); • Even if the trading price of the Class A Common Stock were as low as $2.04 per share, the aggregate market value of the Sponsor’s Founder Shares and Public Shares issued as a result of the Conversion alone (without taking into account the value of the Private Placement Warrants) would be approximately equal to the initial investment in the Company by the Sponsor. As a result, if an initial business combination is completed, the initial stockholders are likely to be able to make a substantial profit on their investment in us even at a time when the Class A Common Stock has lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and the Company liquidates without completing its initial business combination before March 4, 2024, the initial stockholders will lose their entire investment in us; The Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust Account assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended; All rights specified in the Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s executive officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Extension Amendment Proposal is not approved and the Company does not consummate an initial business combination within the Combination Period so that the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; • Until completion of the Company’s initial business combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement and waives the excess amounts under the agreement. Upon completion of the Company’s initial business combination or liquidation, we will cease paying these fees; • All of the current members of our Board are expected to continue to serve as directors at least through the date of the Special Meeting to approve a business combination and some are expected to continue to serve following a business combination as discussed above and receive compensation thereafter; and • The Company’s executive officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to obtain the Extension and consummate a business combination, they will not have any claim against the Trust Account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if a business combination is not completed. As of the date of this proxy statement, there are no outstanding out-of-pocket expenses for which the Company’s executive officers or directors, or their respective affiliates are awaiting reimbursement. Additionally, if the Extension Amendment Proposal is approved and we consummate an initial business combination, the Sponsor, officers and directors may have additional interests as will be described in the proxy statement for the business combination.