SecProbe.io

December 13, 2024
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corp
268 Post Road Suite 200
Fairfield, CT 06824
Neal Harmon
Chief Executive Officer
Angel Studios, Inc.
295 W Center St.
Provo, UT 84601
Re:Southport Acquisition Corp
Registration Statement on Form S-4
Filed November 12, 2024
File No. 333-283151
Dear Jeb Spencer and Neal Harmon:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed November 12, 2024
Cover page
1.Your cover page discusses the method of issuance of Combined Company Common
stock to holders of ASI common stock. In an appropriate place in your proxy
statement/prospectus, revise to explain how you determined the number of shares of
Class A and B Common Stock to register overall and specifically how you determined
the number of shares of Combined Company Common Stock issued to each class of
ASI and SAC shareholders relative what they currently own.

December 13, 2024
Page 2
2.We note your disclosure that certain members of the Sponsor, SAC directors and
officers and certain ASI executive officers and directors participated in the ASI Reg A
Offering. Throughout your proxy statement/prospectus, disclose the amount of shares
purchased by each such investor. In this regard, your disclosure indicates that
management of SAC noted that the success of ASI Reg A Offering had been
identified by ASI as a required precursor to signing the Business Combination, and
was viewed by ASI’s management as both an important confirmation of ASI’s
business and funding model and an essential infusion of capital in the interest of the
Combined Company, and yet it appears that the same management of SAC also
invested in the offering and facilitated such success.
3.Where you discuss the various voting thresholds for each of the matters presented at
the SAC Special Meeting, revise to discuss the level at which the vote is assured
pursuant to the terms of the Sponsor Support Agreement, similar to the disclosure you
provide on page 20.
4.Revise or provide a table that includes the pro forma impact on potential dilution from
the 11,500,000 outstanding SAC Public Warrants if converted into 0.1 newly issued
share of SAC Class A common stock, with any fractional entitlement being rounded
down, if the Warrant Amendment Proposal is approved.
Q: Why is SAC proposing the Business Combination?, page 5
5.On page 6 the disclosure indicates that the SAC's board believes that the Business
Combination is in the best interests of SAC and its stockholders and presents an
opportunity to increase stockholder value. Please clarify whether the determination
was that the Business Combination is fair and in the best interests of SAC Public
Stockholders, as you indicate on page 158, and revise for consistency.
Q. What conditions must be satisfied to complete the Business Combination?, page 13
6.Revise to clarify that you recently received shareholder approval to amend your
Charter to eliminate the limitation that you may not redeem your outstanding Class A
Common Stock to the extent that such redemption would result in the Company
having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the
Securities Exchange Act of 1934, as amended), of less than $5,000,001 and explain
how the amendment to your charter impacts the related merger condition. Make
consistent revisions throughout your proxy statement/prospectus.
Summary of the Joint Proxy Statement/Prospectus, page 27
7.In an appropriate place in the summary, include a diagram of the organizational
structure of SAC, ASI, and Merger Sub prior to and after the consummation of the
Business Combination. Depict in the diagram how equity ownership and voting
control of the Combined Company will differ due to the disparate voting rights of
Combined Company Class A and Class B Common Stock.

December 13, 2024
Page 3
8.Please revise where appropriate to discuss the anticipated dual-class structure of the
Combined Company, which, as you disclose elsewhere, will have the effect of
concentrating more than 50% of voting power with holders of Combined Company
Class B common stock, including ASI’s co-founder and Chief Executive Officer,
Mr. Neal Harmon.
Financing Arrangements, page 42
9.Where you discuss the material terms of the Reg A Offering and the financing
arrangement with Off the Chain, please discuss how the proceeds were used. If these
financing transactions were intended to facilitate the Business Combination and,
therefore, will have a dilutive impact on non-redeeming shareholders, please state so.
In this regard, these offerings were conducted while you were actively negotiating the
letter of intent for this business combination. Further discuss here your stated intent to
secure additional financing and provide the status of such efforts. Explain how you
arrived at the assumption that you will secure $10.0 million of Company Interim
Financing. Refer to Item 1604(b)(5) of Regulation S-K.
Dilution, page 44
10.The amounts presented here and elsewhere do not appear to satisfy the requirements
of Item 1604(c) of Regulation S-K. The SPAC's net tangible book value per share, as
adjusted, should depict the net tangible assets per share that the SPAC will contribute
to the post-combination entity. Do not label as pro forma the Item 1604(c) amounts
presented. Please revise to present in tabular form your calculations of the numerator
and denominator used to arrive at the SPAC's net tangible book value per share, as
adjusted. The calculation of the numerator (SPAC's net tangible book value, as
adjusted) should begin with the SPAC’s historical net tangible book value as of the
most recent balance sheet date, and include material adjustments, such as probable or
consummated transactions and other effects from the de-SPAC transaction (e.g., all
financing transactions, payment of deferred underwriting costs, payment of
compensation to the Sponsor, de-SPAC transaction costs, reclassifications from the
trust account to cash, etc.), while excluding the de-SPAC transaction itself. The
calculation of the denominator (total shares, as adjusted) should separately list each
item (e.g., Founder Shares, Public Shares, Earnout Shares issued to the Sponsor,
shares issued upon conversions, other share adjustments, etc.), excluding the de-SPAC
transaction itself, that is probable of occurring prior to or in conjunction with the de-
SPAC transaction. Refer to Section II.D.3 of SEC Release No. 33-11265.
Compensation Received by the Sponsor and its Affiliates, page 45
11.Please revise to disclose, in a tabular format, the terms and amount of the
compensation received or to be received by the Sponsor, its affiliates, and promoters
in connection with the Business Combination or any related financing transaction, the
amount of securities issued or to be issued by SAC to the Sponsor, its affiliates, and
promoters and the price paid or to be paid for such securities in connection with the
Business Combination or any related financing transaction; and, outside of the table,
the extent to which that compensation and securities issuance have resulted or may
result in a material dilution of the equity interests of non-redeeming shareholders of
the special purpose acquisition company. Refer to Item 1604(b)(4) of Regulation S-K.

December 13, 2024
Page 4
Sources and Uses of Funds for the Business Combination, page 59
12.Revise the tables to reflect the scenarios you describe in the respective headers, as it
does not appear that the initial tables reflect different scenarios. Also, revise
throughout to reflect the amounts in the trust account following the most recent series
of redemptions.
Risk Factors, page 65
13.Please revise this section to provide a risk factor addressing the risks of conflicts of
interest on behalf of ASI, such as you do for SAC on page 87.
14.We note your disclosure on page 166 that you intend to seek additional capital from
investors to support the Combined Company post-Closing. Please provide a risk factor
to discuss any associated risks a potential financing could cause to investors, disclose
that you have made no such commitments yet, if true, and address the risk if you are
unable to secure such financing. Disclose the anticipated liquidity position of the
combined company following the Business Combination, particularly in light of the
redemptions recently reported on the Form 8-K dated November 13, 2024, including
the amount of cash necessary to pay expenses related to the Business Combination.
15.We note your disclosure on page 165 that the SAC board of directors has not retained
an unaffiliated representative to act solely on behalf of unaffiliated stockholders of
SAC for purposes of negotiating the terms of the Business Combination on their
behalf and/or preparing a report concerning the approval of the Business
Combination. Please provide a risk factor to discuss relevant risks of not retaining an
unaffiliated representative.
16.Please revise this section to provide a risk factor regarding the risks associated with
the Business Combination not being structured to require the approval of a majority of
the unaffiliated stockholders of SAC.
Risks Relating to ASI, page 65
17.We note your disclosure on page 269 that theatrical distribution typically involves
significant risks and high upfront marketing costs, and that you incur significant
marketing and advertising costs before and throughout a theatrical release in an effort
to drive public awareness of the film and increase ticket sales. Please provide a risk
factor discussing relevant risks.
Background to the Business Combination, page 150
18.Disclose who proposed the pre-money enterprise value of $1 billion for ASI and the
basis for this valuation when preparing the initial letter of intent, discussed on page
154.
19.Clarify whether the financial and marketing materials provided by ASI's management
constituted financial projections of ASI that were prepared by ASI and shared with
you.
We note your disclosure on page 154 that considerations used in determining the
equity value for ASI of at least $1.5 billion included, among other factors, both
comparable public equity trading valuations and private investment valuations, and 20.

December 13, 2024
Page 5
that the assumptions underlying these financial analyses were based on the exercise of
professional judgment and the significant industry expertise and experience of
members of SAC’s management team, as well as assistance from Oppenheimer.
Please expand this discussion to provide more detail as to the comparable public
equity trading valuations and private investment valuations, and disclose the
assumptions used. Elaborate upon the "other financial and market materials provided
by ASI's management and analysis of other companies in the media industry." Please
also disclose all other material factors used to arrive at this equity valuation.
21.Clarify the role that Oppenheimer played and the level of diligence performed in
connection with the Business Combination.  Disclose the fees paid and due to
Oppenheimer.
22.We note your disclosure on page 157 regarding the August 29, 2024 ASI Reg A
Offering at a price of $30.24 per share of ASI Class C Common Stock, up to a $20.0
million maximum offering amount, implying a valuation of ASI of approximately
$906.5 million. Please explain how this implies the valuation of $906.5 million.
23.On page 158, where you discuss the September 9, 2024 meeting of SAC’s board of
directors, please expand your disclosure to include the financial assumptions and
analyses used in valuing ASI that the management of SAC provided to the directors.
Clearly disclose the valuation of ASI relied upon in these discussions.
24.Explain why ASI determined to conduct the Reg A Offering at the same time the
parties were negotiating the letter of intent.
25.We note your disclosure on page 265 that two members of ASI's board of directors
resigned from August to October of 2024, which follows the commencement of
discussions between SAC and ASI. Please revise here to disclose whether and how
these resignations impacted negotiations.
26.Please revise to briefly disclose the reasons either SAC or Party A, Party C, and Party
D decided not to continue pursuing the Business Combination.
Benefits and Detriments of the Business Combination, page 160
27.You disclose here and throughout the proxy statement/prospectus that a benefit of the
Business Combination is the opportunity for ASI to become a publicly traded
company and for shares to trade on a national securities exchange. Revise to disclose
whether this is a condition of the Business Combination that both parties do not intend
to waive considering listing is not assured and could be more difficult in light of the
recent redemptions.
SAC's Board of Directors' Reasons for the Business Combination, page 161
28.To the extent the SAC board of directors considered the equity valuation determined
internally of ASI and/or the dilution described in Item 1604(c) of Regulation S-K,
please affirmatively identify them in the list of factors considered.
You discuss ASI's Future Opportunities, however, you do not appear to acknowledge
ASI's decline in revenues due to, for example, the lack of significant revenues from
theatrical releases since the Sound of Freedom movie that was released in 2023 and
the decline in distribution revenues as a result of the termination of the agreement 29.

December 13, 2024
Page 6
relating to The Chosen. Tell us how ASI's financial performance in 2024 was
considered by the SAC Board of Directors and, if not, please state why not.
30.You mention Redemption Risk as a factor and risk weighing negatively. Revise to
discuss the amount remaining in the trust account which leaves a reduced amount of
cash available to the Combined Company and whether such reduction in cash
alters the Board's recommendation.
ASI Stockholder Proposal No. 1: The ASI Business Combination Proposal, page 202
31.Please disclose the reason for the one abstention of the ASI board of directors in
voting for this proposal, if known.
ASI Stockholder Proposal No. 1: The ASI Business Combination Proposal
ASI's Board of Directors' Reasons for the Business Combination, page 202
32.Explain how the Business Combination is the "Best Available Fundraising and
Growth Path."  If your reference to "fundraising" relates to the proceeds available to
the Combined Company from the trust account, revise to acknowledge the risks
associated with the availability of such proceeds in the event of redemptions.
33.Elaborate upon the factor that discusses "Route to Becoming a Public Company."
This factor is unclear considering ASI is already a public company.
34.We note your disclosure on page 203 that ASI’s board of directors considered a
"proposed financial analysis and model of the Combined Company." Disclose the
content of this analysis and model and who prepared it. Refer to Item 1609 of
Regulation S-K. In this regard, your disclosure that "ASI's board of directors
considered factors related to its projected financial outlook for the Combined
Company but did not rely on these projections as a determinative factor in its decision
to enter into the Merger Agreement" seems to indicate some amount of reliance upon
this information in recommending the business combination to shareholders.
U.S. Federal Income Tax Considerations, page 208
35.We note your disclosure that the Business Combination is intended to qualify as a
re