No-Action Letter - Regulation A Reporting Suspension
Summary
The SEC Division of Corporation Finance issued a no-action letter granting Angel Studios 010, Inc. relief from Regulation A ongoing reporting requirements. The company may suspend reporting by filing Form 1-Z in reliance on Rule 257(d) by April 30, 2026, instead of submitting ongoing reports under Rule 257(b).
What changed
The Division of Corporation Finance granted no-action relief to Angel Studios 010, Inc., permitting the company to suspend its Regulation A ongoing reporting obligations by filing Form 1-Z under Rule 257(d) on or before April 30, 2026. This relief applies despite Rule 257(d)(4)(ii), which ordinarily would not allow such suspension. The relief is based on the specific facts and representations presented in the company's request letter.
Companies relying on Regulation A Tier 2 exemptions should note that this letter is staff guidance with no legal force or effect and creates no new obligations. The relief is specific to the representations made and different facts could require a different conclusion. No general industry-wide guidance is provided, and entities seeking similar relief must submit their own requests with specific facts and legal analysis.
What to do next
- Review Regulation A reporting obligations if currently filing ongoing reports under Rule 257(b)
- Consult with securities counsel before submitting similar no-action requests
- Note that no-action letters are non-binding and create no new obligations
Archived snapshot
Apr 2, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
No Action Letter: Angel Studios 010, Inc.
Response of the Office of Small Business Policy
Division of Corporation Finance
April 1, 2026
Via Email
Iqan Fadaei, Michael Best & Friedrich, LLP
ifadaei@michaelbest.com
Re: Angel Studios 010, Inc.
Dear Mr. Fadaei,
We are responding to your letter dated March 31, 2026. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter. Unless defined herein, capitalized terms used in this response have the same meaning as defined in your letter.
Based on the facts and representations presented in your letter, the Division of Corporation Finance (the “Division”), will not recommend enforcement action to the Commission with respect to Regulation A if (i) the Company does not submit ongoing reports required by Rule 257(b) of Regulation A and (ii) files a Form 1-Z in reliance on Rule 257(d) of Regulation A to suspend its reporting obligations on or before April 30, 2026, the due date for the Company’s annual report for the fiscal year in which its offering statement was qualified, notwithstanding Rule 257(d)(4)(ii) of Regulation A.
This letter reflects the views of the staff of the Division with respect to Regulation A, and those views are based on your analysis regarding Regulation A. This letter does not express any views of the staff regarding any other issues that your request might raise, including compliance with any other Commission rule, regulation, or statutory provision of the Federal securities laws. This letter is not a rule, regulation, or statement of the Commission, and the Commission has neither approved nor disapproved its content. This letter, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person. Because the Division’s views are based on the representations in your letter, any different facts or conditions might require the Division to reach a different conclusion.
Sincerely,
/s/ Jeb Byrne
Jeb Byrne
Chief, Office of Small Business Policy
Division of Corporation Finance
Last Reviewed or Updated: April 1, 2026
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