SecProbe.io

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 May 9, 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. 2 to Registration Statement on Form S-4
 Filed April 22, 2025
 File No. 333-283151
Dear Jeb Spencer and Neal Harmon:

 We have reviewed your amended registration statement and have the
following
comments.

 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 March 13,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-4 filed April 22, 2025
Summary of the Joint Proxy Statement/Prospectus, page 34

1. Update your disclosure regarding your bitcoin treasury strategy to
quantify the
 amount of bitcoin used as collateral for borrowings since December 31,
2024. Also,
 where you discuss your strategy, disclose your policies governing when
you exchange
 your cash for bitcoin and when you monetize your bitcoin. If future
bitcoin purchases
 May 9, 2025
Page 2

 will be executed using a time-weighted average price over a pre-arranged
time period,
 revise to disclose as much. In addition, disclose whether you have
policies governing
 the percentage of your treasury holdings that will be held as bitcoin.
In this regard,
 your risk factor disclosure simply states that you "intend to purchase a
significant
 amount of additional bitcoin in future periods and significantly
increase [y]our overall
 holdings of bitcoin."
Risk Factors
Risks Relating to ASI's Bitcoin Treasury Strategy, page 96

2. Enhance your risk factor disclosure to describe any material financing,
liquidity, or
 other risks you face related to the impact that a crypto asset market
disruption may
 have, directly or indirectly, on the value of the bitcoin you elect to
use as collateral.
3. We note your disclosure about the risk of non-performance by
counterparties, such as
 your bitcoin custodian. In an appropriate place in your registration
statement, disclose
 the material aspects of the bitcoin custody agreement, including how the
custodian
 stores the private keys, including whether they are commingled with
assets of other
 customers and the geographic area where they will be stored, whether the
custodian
 carries insurance for any losses of the bitcoin it custodies for you and
identify who
 will have access to the private key information and disclose whether any
entity will be
 responsible for verifying the existence of the bitcoin.
4. Please describe anti-money laundering (AML), know-your-customer (KML)
and other
 procedures conducted by you and the liquidity provider to mitigate
transaction risk,
 including whether a transaction counterparty is subject to sanctions and
is otherwise in
 compliance with applicable laws and regulations. Also add risk factor
disclosure
 describing the risks of that these due diligence procedures may fail to
prevent
 transactions with a sanctioned entity and the impact if such a
transaction occurs.
Background to the Business Combination, page 167

5. We note your response and revisions to prior comment 5. As previously
requested,
 revise to disclose ASI s projected revenue growth and quantify the
proportional
 increase referenced in your disclosure as it relates to Angel Guild
Membership
 revenue. Disclose and quantify how Oppenheimer applied "such multiples
to ASI's
 expected revenue growth from the projected increase in paid Angel Guild
members."
 In this regard, explain the basis for ASI s projected increase in
Angel Guild paid
 memberships to at least one million in 2025, as such amount appears to
exceed what
 you describe as a "proportional increase" in historical memberships.
Considering
 Oppenheimer's analysis included ASI's revenues from theatrical releases,
revise to
 provide ASI's projected revenue growth from such source. Quantify the
 "additional value" Oppenheimer estimated for ASI based upon ASI's
bitcoin holdings.
 As previously requested, 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.
 May 9, 2025
Page 3
6. We note your revised disclosure pursuant to prior comment 6. Revise to
discuss how
 representatives of SAC supported an equity value for ASI of at least $1.5
billion,
 considering the Oppenheimer analysis seems to support a pre-money
enterprise value
 of $1.0 billion. Describe in further detail the financial analysis
conducted to support
 this amount including the "comparable public equity trading valuations
and private
 investment valuations, including both companies in the entertainment
industry as well
 as companies operating under a recurring revenue model." Elaborate upon
the publicly
 available information on private financings such as Legendary
Entertainment and A24
 Films. Also, elaborate upon how SAC concluded that Netflix was the best
comparable
 publicly-traded company for ASI despite the fact that Netflix is
significantly larger in
 terms of library of content, number of subscribers, and revenues.
U.S. Federal Income Tax Considerations, page 233

7. We note your disclosure on page 238 that "the qualification of the
Business
 Combination as a reorganization depends on numerous facts and
circumstances, some
 of which may not be known as of the Closing Date, and on certain actions
and
 transactions that may occur after the Closing." Your disclosure suggests
that counsel's
 ability to render a tax opinion is dependent upon factual, rather than
legal,
 uncertainty. If so, such uncertainty should not prevent counsel from
being able to
 provide a "should" or "more likely than not" opinion that assumes the
relevant fact(s)
 and discloses the factual assumptions upon which the opinion is based.
Please revise
 to provide a tax opinion. Refer to Staff Legal Bulletin No. 19.
Unaudited Pro Forma Condensed Combined Financial Information, page 241

8. Please provide us with a complete accounting analysis, citing
authoritative literature
 used to reach your conclusions, of the transactions noted in notes
3(ddd), 3(eee),
 4(bbb) and 4(ccc).
3. Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as
of
December 31, 2024, page 255

9. Please tell us if the expected issuance of shares noted in footnote (ccc)
has occurred,
 and if not, how you determined it is probable. Refer to Rule 11-01(a)(8)
of Regulation
 S-X.
10. We note your response to prior comment 11. The proceeds raised from the
 transaction, accounted for as a reverse recapitalization, appear to be
the cash from
 SAC. It s unclear why you believe deemed proceeds are relevant in your
analysis.
 Please revise to record any ASI transaction costs in excess of SAC s
cash outside of
 additional paid-in capital, or further explain your current treatment.
Refer to SAB
 Topic 5.A.
Legal Proceedings, page 305

11. We note that according to current and periodic reports filed by Slingshot
USA LLC,
 Slingshot USA, LLC has recently initiated legal proceedings against you
for material
 breaches of their Content Distribution Agreement, copyright infringement,
and
 unauthorized exploitation of Slingshot's intellectual property relating
to the animated
 series Young David and forthcoming companion film David. If true, please
revise your
 May 9, 2025
Page 4

 disclosure to include this lawsuit. Explain why the notes to your
financial statements
 reference a proposed acquisition of Slingshot USA, LLC.
Liquidity and Capital Resources, page 313

12. We note your disclosure that you finance marketing activities for
theatrical releases
 through P&A loan agreements with individual and institutional investors.
Revise to
 also acknowledge your Regulation A offerings tailored to specific
releases, the
 proceeds received from such offerings and use of proceeds to date. If
your references
 to "crowdfunding" are to your Regulation A offerings, revise to clarify.
Loan Agreement , page 344

13. You disclose that your description of the Amended P&A Loan Agreement
is not
 complete and is subject to and qualified in its entirety by reference to
the P&A Loan
 Agreement and the P&A Loan Agreement Amendment. As you are
responsible for
 the accuracy of the information in the filing, this type of
qualification is
 inappropriate. Please revise accordingly.
 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 Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any
other
questions.

 Sincerely,

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