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Kathryn A. Lawrence

Direct Dial: 804.420.6016

klawrence@williamsmullen.com

April 19, 2024

VIA EDGAR AND FEDEX OVERNIGHT

Ms. Kate Beukenkamp

Mr. Donald Field

Division of Corporation Finance

Office of Trade & Services

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

     Angel
    Studios, Inc.

     Registration Statement
    on Form 10-12G

     Filed February
    27, 2024

     File No. 000-56642

Dear Ms. Beukenkamp and Mr. Field:

On behalf of our client,
Angel Studios, Inc., a Delaware corporation (the “Company”), set forth below is the response of the Company to the
comment letter dated March 26, 2024 (the “Comment Letter”) received from the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding
the Company’s Registration Statement on Form 10-12G filed on February 27, 2024 (the “Registration Statement”).
This letter is being submitted contemporaneously with the filing of Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) containing changes made in response to the Staff’s comments and for the purpose of updating and revising
certain information in the Registration Statement. Certain capitalized terms set forth in this letter are used as defined in Amendment
No. 1.

For your convenience, each
Staff comment contained in the Comment Letter is set forth below in bold, numbered to correspond with paragraph numbers assigned in the
Comment Letter, and is followed by the corresponding response of the Company.

Registration Statement on Form 10-12G

Business Plan, page 5

 1. Please revise your disclosure to
                                            discuss the Angel Funding Portal in greater detail including whether other companies use
                                            this portal in addition to you, the activities you and any other entities may engage in on
                                            the portal, and who operates this portal. Additionally, it appears that VAS Portal, LLC discussed
                                            elsewhere in your registration statement does business as Angel Funding. Please revise your
                                            disclosure to make this relationship clear. We note your disclosure discussing VAS Portal
                                            on page 40.

Response:
In response to the Staff’s comment, please see the revised disclosure on pages 5 and 40 of Amendment No. 1, which includes more
detailed disclosure to address the Staff’s questions regarding the Angel Funding Portal, as well as its relationship with VAS Portal,
LLC.

Williams Mullen Center | 200 South 10th Street,
Suite 1600 Richmond, VA 23219 | P.O. Box 1320 Richmond, VA 23218

T 804.420.6000 F 804.420.6507 | williamsmullen.com
| A Professional Corporation

 2. We note that you state here that
                                            you “partnered with The Chosen, Inc....(“The Chosen”) to produce a new
                                            type of television series.” Please expand your disclosure to discuss briefly but in
                                            greater detail the specifics of what constituted the activities of this partnership. In this
                                            regard, we note your risk factor disclosure discussing the Content License Agreement with
                                            The Chosen as well as inclusion of Exhibit 10.4. Further, as discussed in your risk factor
                                            on page 11 beginning “A significant amount of our revenue has been derived from our
                                            Content License Agreement...” you disclose that you have received several notices of
                                            termination indicating The Chosen is seeking to terminate the Content License Agreement.
                                            Please revise your disclosure under this “Business Plan” header to more closely
                                            reflect your current business relationships and prospects.

Response:
In response to the Staff’s comment, please see the revised disclosure on pages 5 and 8 of Amendment No. 1, which includes more
detailed disclosure regarding the activities of the Company’s partnership with The Chosen, as well as our current business relationships
and prospects.

 3. Please revise to provide the basis
                                            for your statement that certain of your productions debuted as “#3 in the U.S. box
                                            office” and “#1 at the U.S. box office.” For example, please make clear
                                            what industry or trade rating agency, publication or other source determined these respective
                                            statistics.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 5 of Amendment No. 1, which specifies that the cited
statistics are based on distributor data provided to https://thenumbers.com/, and provides direct links to the source of each
such cited statistic.

 4. Please revise your disclosure here
                                            and elsewhere throughout the registration statement to discuss your “Pay-It-Forward”
                                            technology in greater detail, including briefly describing what technology is involved and
                                            the parties involved in executing this aspect of your business. In this regard, we note that
                                            Pay-It-Forward is described as facilitating people purchasing tickets for other people to
                                            view a movie in a movie theater.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 5 of Amendment No. 1, which includes more detailed
disclosure to address the Staff’s questions regarding the technology and parties involved in executing the Company’s “Pay-it-Forward”
technology.

Item 1. Business, page 5

 5. Please revise this section with
                                            an eye towards disclosing and discussing the business conducted and intended to be engaged
                                            in by the registrant and minimizing language that is marketing or promotional in nature.
                                            In this regard, please revise to explain plainly and briefly the meaning of the term “amplify
                                            the light.”

Response:
In response to the Staff’s comment, please see the revised disclosure on page 5 of Amendment No. 1, which includes more detailed
disclosure regarding the business conducted and intended to be engaged in by the Company, minimizing language that is marketing or promotional
in nature while plainly and briefly explaining the meaning of the term “amplify light.”

    2

 6. Please revise your disclosure to
                                            discuss in greater detail the Angel Guild, including more specifically what this organization
                                            or body consists of, as well as how it may be related to the Angel Funding Portal. Further,
                                            please explain in greater detail what an Angel Guild subscription or membership consists
                                            of and how they are acquired by individuals or entities.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 5 of Amendment No. 1, which includes more detailed
disclosure regarding the Angel Guild, including the community that comprises the Angel Guild, what an Angel Guild membership consists
of and how such memberships are acquired. As indicated in the revised disclosure on page 5 of Amendment No. 1, membership in the Angel
Guild can be acquired either by payment of a monthly or annual membership fee to Angel Studios, or by investing in an Angel Studios film
or TV show through the Angel Funding Portal.

 7. Please revise this section to discuss
                                            your business activities, including streaming video on demand (SVOD). In this regard, we
                                            note your risk factor beginning “The popularity of theatrical and streaming video on
                                            demand (“SVOD”)...” on page 12. However, your Business section does not
                                            discuss these post-theatrical services such as SVOD, TVOD, AVOD or other content distribution
                                            channels or business activities reflected in your risk factor disclosure.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 6 of Amendment No. 1, which includes more detailed
disclosure regarding the Company’s content distribution strategies and services, including transactional video on demand (“TVOD”),
Electronic Sell Thru (“EST”), Subscription Video on Demand (“SVOD”), Ad-Supported Video on Demand (“AVOD”),
and Free Video on Demand (“FVOD”), as well as on its own streaming service via the Angel App and its website (www.angel.com).

Theatrical Distribution, page 7

 8. In this section, you state that you “enter into distribution
                                            agreements with exhibitors (theater owners)...” Additionally, we note that you enter
                                            into distribution license agreements related to certain motion pictures with film producers.
                                            Please briefly discuss each material distribution and license agreement and file these agreements
                                            as exhibits as applicable in accordance with Item 601 of Regulation S-K.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 8 of Amendment No. 1, which includes more detailed
disclosure regarding the Company’s distribution and license agreements.

At present, the only material distribution
and/or license agreement to which the Company is a party is its Content License Agreement with The Chosen dated October 18, 2022 (the
 “Chosen Agreement”), which is discussed in detail on pages 5, 8, 13, 27 and 42 of Amendment No. 1, and which has been
filed as Exhibit 10.4 to Amendment No. 1 in accordance with Item 601 of Regulation S-K.

With
the exception of the Chosen Agreement, the Company does not believe that any of the distribution
and/or license agreements to which it is a party are subject to a filing under Item 601(b)(10)(ii)(B) of Regulation S-K. Item 601(b)(10)
of Regulation S-K requires the filing of material contracts not made in the ordinary course of business that are to be performed in whole
or in part at or after the filing of the registration statement. Item 601(b)(10)(ii)(B) of Regulation S-K provides that if an agreement
is one that ordinarily accompanies the kind of business conducted by the issuer, it will be deemed to be made in the ordinary course
of business, and therefore need not be filed unless the agreement is one upon which a registrant’s business is “substantially
dependent.”

    3

The
Company believes that its distribution and/or license agreements would be deemed to be made
in the ordinary course of its business, as such agreements simply establish the legal framework under which the Company may assist filmmakers
in raising capital to fund the production or release of their film or TV show, and may thereafter license, market and distribute such
films or TV shows. In addition, the Company’s distribution and license agreements do not provide for payment to the Company of
a distribution fee off the top. Instead, the Company’s revenue from such agreements is based on the net profit generated by each
such film or TV show (after payment of out-of-pocket distribution and marketing-related costs and expenses incurred in connection with
that film or show), which amounts can only be determined in arrears. As a result, such agreements
are made in the ordinary course of business, and the Company is not “substantially dependent” on any such agreement, nor
does any such agreement qualify under any of the other definitions of “material contract” provided under Item 601(b)(10)
of Regulation S-K.

At
present, with the exception of the Chosen Agreement, all of the distribution and/or
license agreements to which the Company is a party are the sort of customary, ordinary course contractual
arrangements commonly utilized by businesses that offer comparable services. The Company will continue to monitor the significance of
agreements that it may enter into, and will file any such agreements when and if the Company determines that they are required to be
filed under Item 601(b)(10) of Regulation S-K.

Why are we making our own content, page 7

 9. Please revise this section and elsewhere
                                            throughout your registration statement as appropriate to briefly describe and discuss what
                                            constitutes the thresholds that must be passed for the Angel Guild to allow you to proceed
                                            to seek to enter into agreements with filmmakers. Additionally, please discuss briefly the
                                            material terms related to these production agreements. In this regard, please discuss all
                                            terms related to costs, expenses, revenue share, ownership, etc. Please include enough information
                                            so that investors can clearly understand the company's role in these production agreements.
                                            To the extent any are material, please file such production agreements as exhibits to this
                                            registration statement in accordance with Item 601 of Regulation S-K.

Response:
In response to the Staff’s comment, please see the revised disclosure on page 7 of Amendment No. 1, which includes more detailed
disclosure regarding the process by which the Angel Guild’s approval is sought prior to the Company proceeding to seek to enter
into agreements with filmmakers. In addition, please see the revised disclosure on page 7 of Amendment No. 1, which includes more detailed
disclosure regarding such “Distribution and License Agreements,” as addressed in response to SEC Comment 8 above, including
terms related to costs, expenses, revenue share and ownership. As addressed in response to SEC Comment 8 above, at present, the only
material distribution and/or license agreement to which the Company is a party is the Chosen Agreement, which is discussed in detail
on pages 5, 8, 13, 27 and 42 of Amendment No. 1, and which has been filed as Exhibit 10.4 to Amendment No. 1 in accordance with Item
601 of Regulation S-K

General Risks of an Investment
in Us

An investment in our Company
is a speculative investment..., page 10

 10. Please revise this risk factor
                                            to discuss those risks and uncertainties disclosed here as potentially negatively impacting
                                            your stockholders as well as your investors.

Response:
In response to the Staff’s comment, please see the revised risk factor on page 11 of Amendment No. 1, which includes more detailed
disclosure regarding the relevant risks and uncertainties themselves, as well as with respect to their potentially negative impact upon
the Company’s stockholders as well as its investors.

    4

 11. Please revise to quantify the required
                                            quarterly p