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 March 13, 2025

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
 Amendment No. 1 to Registration Statement on Form S-4
 Filed February 14, 2025
 File No. 333-283151
Dear Jeb Spencer and Neal Harmon:

 We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our December 13,
2024
letter.

Amendment No.1 to Registration Statement on Form S-4 filed February 14, 2025
Cover Page

1. We note your revised disclosure pursuant to prior comment 4 and reissue
in part.
 Please provide the required information in tabular format.
 March 13, 2025
Page 2

Dilution, page 53

2. We note your response to prior comment 10 and revisions to your
disclosure. Please
 describe the model, methods, assumptions, estimates, and parameters
necessary to
 understand the tabular disclosure as required by Item 1604(c) of
Regulation S-K.
Risk Factors, page 79

3. We note your disclosure on page 241 regarding the October 1, 2024
filmmaker
 guaranty agreement. Please provide a risk factor to discuss applicable
risks of this
 guaranty agreement.
4. We note your revisions in response to prior comment 14. Revise to
elaborate that
 stockholders voted to eliminate the limitation that SAC may not redeem
its
 outstanding shares of SAC Class A common stock to the extent that such
redemption
 would result in SAC having net tangible assets (as determined in
accordance with
 Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended
(the
 Exchange Act )) of less than $5,000,001, in order to allow SAC to
redeem such
 shares irrespective of whether such redemption would exceed this
limitation and
 leaving the Combined Company with potentially less cash on hand at the
time the
 transaction is closed.
Background to the Business Combination, page 165

5. We note your response and revisions to prior comments 18 and 20. Revise
this
 discussion to enhance this disclosure to provide ASI's underlying
financial projections
 in support of Oppenheimer's analysis. Revise to disclose ASI's projected
of revenue
 growth and what is meant by "proportional increases." Explain the basis
for ASI's
 projected increase in Angel Guild paid memberships to at least one
million in 2025.
 Disclose whether or not ASI has affirmed to SAC that its projections
reflect the view
 of ASI's management or board of directors (or similar governing body)
about its
 future performance as of the most recent practicable date prior to the
date of the
 disclosure document required to be disseminated to security holders.
Refer to Item
 1609 of Regulation S-K.
6. We note your response and revisions to prior comments 18 and 20. Revise
this
 discussion to enhance this disclosure to provide the full analysis
prepared by
 Oppenheimer to support the initially $1 billion, then $1.5 billion,
sum-of-the-parts
 valuations. For example, clarify the identity of the "certain
direct-to-consumer public
 media companies that SAC and Oppenheimer considered to be comparable to
ASI"
 and the multiples derived from such research, such as the forward
revenue multiples
 and comparable public equity trading valuations and private investment
valuations.
 Explain how Oppenheimer's multiples were applied to ASI's projected
revenue
 growth. Disclose how Oppenheimer then estimated "additional value" for
ASI based
 on ASI s bitcoin holdings as well as its longer term bitcoin treasury
business plan by
 "benchmarking such business plan against similar successful plans
deployed by other
 public companies" by identifying such other companies and the
benchmarking process
 utilized.
 March 13, 2025
Page 3

7. We note your revised disclosure pursuant to prior comment 24 and reissue
in part.
 Please clarify what you mean by "financing needs" on page 172.
8. We note your response and revisions to prior comment 22. Revise to
explain how
 ASI determined to offer securities at $30.24 per share.
SAC's Board of Directors' Reasons for the Business Combination, page 177

9. We note your revised disclosure pursuant to prior comment 29.
Specifically, we note
 on page 181 that you disclose "in addition to considering the factors
described above,
 the SAC board of directors also considered other factors, including,
without
 limitation:," yet no other factors are contained in this bullet. If
there are further
 factors, please revise accordingly.
10. We note your revised disclosure pursuant to prior comment 30 and reissue
in part.
 Please clarify if this reduction in cash alters the Board's
recommendation.
Unaudited Pro Forma Condensed Combined Financial Information
3. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as
of
September 30, 2024, page 255

11. Please tell us your basis for recording ASI and SAC transaction costs of
$4.3 million
 and $1.2 million, noted in footnote (c) and (e), as a reduction to
equity when there will
 only be $.4 million of marketable securities held in the Trust Account
released to cash
 in the no redemption scenario and none in the maximum redemption
scenario. Refer
 to SAB Topic 5.A
ASI's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 312

12. Please provide a more informative discussion of the material changes in
the
 relationship between operating expenses and revenues. For example, in
fiscal 2023
 cost of revenues increased 113% and sales and marketing increased 285%
while
 revenue increased 168%. In the nine months ended September 30, 2024,
selling and
 marketing increased 6% while revenue declined 57%. Refer to Item
303(b)(2) of
 Regulation S-K.
ASI's Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Operating Expenses, page 313

13. Please provide a brief discussion of why increased headcount in the
company
 increased your legal fees.
Trends and Key Factors Affecting Our Performance, page 318

14. We note your revised disclosure pursuant to prior comment 44 and reissue
in part.
 Please revise to provide data about other metrics you track, such as
distribution
 partners, MAUs, app installs or similar metrics.
 March 13, 2025
Page 4

Beneficial Ownership of Securities, page 332

15. We note your revised disclosure pursuant to prior comment 45 and reissue
in part.
 Please revise to identify the natural person(s) that hold voting and/or
dispositive
 power, as well as their percent voting power, of the relevant shares for
Radcliffe
 SPAC Master Fund, L.P., Kepos Special Opportunities Master Fund L.P.,
and Polar
 Multi-Strategy Master Fund, and ensure this disclosure is also provided
for each of the
 entities listed on page 334.
Certain Relationships and Related Person Transactions
Loan Agreement, page 348

16. We note your disclosure regarding the Angel P&A revolving loan
agreement. Please
 revise this discussion to clarify if the set interest rate for future
draws is 10%.
 Additionally, please file this loan agreement as an exhibit. Refer to
 Item 601(b)(10)(ii)(A) of Regulation S-K.
1. Description of Organization and Summary of Significant Accounting Policies
Angel Guild Revenue, page F-62

17. Please tell us how you consider the complimentary tickets to every ASI
theatrical
 release and the discount for all merchandise related to your premium
membership,
 noted on page 331, in your straight-line basis of recognition for Angel
Guild revenue.
General

18. Throughout the prospectus, where you disclose that each share of SAC
Class B
 Common Stock will be converted to SAC Class A Common Stock immediately
prior
 to the Closing, please describe how this will dilute existing
shareholders, if at all.
 In this regard, clarify your disclosure under "Estimated Shares of
Combined Company
 Common Stock to be Issued" to clarify the number of shares of Combined
Company
 stock to be issued as compared to the shares surrendered. In some cases
you state that
 the exchange ratio is one to one, however, in several other places your
disclosure is
 silent.
19. We note your disclosure throughout the prospectus regarding the January
15,
 2025 Third-Party SAC Investors share transfer to the Sponsor for no
consideration.
 Please clarify if this transfer was made pursuant to a written
agreement, and if so,
 please discuss the material terms of this agreement.
 Please contact Valeria Franks at 202-551-7705 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenna Hough at 202-551-3063 or Mara Ransom at 202-551-3264 with any
other
questions.
 March 13, 2025
Page 5

 Sincerely,

 Division of Corporation Finance
 Office of Trade & Services
cc: Raaj Narayan
 Mark Bonham
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