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    Southport
    Acquisition Corporation

    268 Post Road, Suite 200

    Fairfield, CT 06824
    Angel
                                            Studios, Inc.

                                            295 W Center St.

                                            Provo, Utah 84601

February 14,
2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Valeria Franks

    Joel Parker

    Jenna Hough

    Mara Ransom

 Re: Southport
                                            Acquisition Corporation

                                            Registration Statement on Form S-4

                                            Filed November 12, 2024

                                            File No. 333-283151

Ladies and Gentlemen:

This letter sets
forth the response of Southport Acquisition Corporation (“SAC”) and Angel Studios, Inc. (“ASI”)
to the comments of the Staff (the “Staff”) of the Division of Corporation Finance, Office of Trade & Services,
of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated December 13, 2024,
with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), filed
with the SEC on November 12, 2024.

Concurrently with
the submission of this letter, SAC is filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (the “Revised
Registration Statement”), which reflects SAC’s and ASI’s responses to the comments received from the Staff and
certain updated information. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the
Revised Registration Statement.

For the Staff’s
convenience, the text of the Staff’s comment is set forth below in bold, followed by SAC’s and ASI’s response. All
references to page numbers in these responses are to the pages of the Revised Registration Statement.

U.S. Securities and Exchange Commission

February 14, 2025

Page 2

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure on page 151 of the Revised Registration Statement.

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure throughout the Revised Registration Statement to reflect
that the Chairman of SAC’s board of directors, Jared Stone, purchased 33,068 shares of ASI Class C Common Stock; SAC’s
Chief Executive Officer, Jeb Spencer, purchased 826 shares of ASI Class C Common Stock; SAC director, Matthew Hansen, purchased 33,068 shares of ASI Class C Common
Stock; SAC director, Cathleen Schreiner Gates, purchased 3,307 shares of ASI Class C Common Stock; Sponsor member, David Watson,
purchased 8,267 shares of ASI Class C Common Stock; Sponsor member, John Aslanian, purchased 826 shares of ASI Class C Common
Stock; Sponsor member, Josh Carter, purchased 165 shares of ASI Class C Common Stock; ASI’s Chief Executive Officer, Neal
Harmon, purchased 8 shares of ASI Class C Common Stock; ASI’s President, Jordan Harmon, purchased 661 shares of ASI Class C
Common Stock; ASI’s Chief Content Officer, Jeffrey Harmon, purchased 8 shares of ASI Class C Common Stock; and one of ASI’s
directors, Paul Ahlstrom, purchased 16 shares of ASI Class C common stock, in each case as part of the ASI Reg A Offering.

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.

Response: In response
to the Staff’s comment, SAC and ASI have revised the disclosure on page 60 of the Revised Registration Statement.

U.S. Securities and Exchange Commission

February 14, 2025

Page
3

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the tables on pages 45-50, 186-191 and 251-254 of the Revised
Registration Statement to reflect the pro forma impact on potential dilution from the 11,500,000 outstanding SAC Public Warrants under
different redemption and conversion scenarios.

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure on page 5 of the Revised Registration Statement.

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure throughout the Revised Registration Statement to reflect
the fact that, on November 13, 2024, SAC obtained stockholder approval of the Redemption Limitation Amendment Proposal and amended
the SAC Charter consistent therewith. Additionally, SAC and ASI have revised the disclosure throughout the Revised Registration Statement
to disclose that on February 14, 2025, SAC and ASI entered into the Merger Agreement Amendment, pursuant to which, among other things,
the parties agreed to eliminate from the Merger Agreement the condition that SAC have at least $5,000,001 of net tangible assets (as
determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

U.S. Securities and Exchange Commission

February 14, 2025

Page
4

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure on pages 50-52 of the Revised Registration Statement.

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure on pages 52, 71, 99-100, 128-129, 206 and 227
of the Revised Registration Statement.

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.

Response:
In response to the Staff’s comment, SAC and ASI have revised the disclosure throughout the Revised Registration Statement to reflect
ASI’s intended use of proceeds from the ASI Reg A Offering and the financing arrangement with Off the Chain, and to disclose additional
information regarding the parties’ ongoing financing efforts.

U.S. Securities and Exchange Commission

February 14, 2025

Page 5

SAC and ASI respectfully advise
the Staff that ASI intends to use the proceeds from the ASI Reg A Offering to manage its business and provide working capital for its
operations. The proceeds from the ASI Reg A Offering may also be used to pay expenses relating to salaries and other compensation to
ASI’s officers and employees. Furthermore, ASI intends to use the proceeds from its sale of ASI Class C Common Stock to Off
the Chain to support its bitcoin treasury strategy. While the timing of the ASI Reg A Offering and the negotiations with Off the Chain
coincided with the timing of negotiations between ASI and SAC regarding the proposed Business Combination and entry into the Merger Agreement,
such financing arrangements were entered into by ASI in the ordinary course to fund its ongoing operations and support its long-term
strategy and were not intended to facilitate the Business Combination.

SAC and ASI respectfully advise
the Staff that, during the fourth quarter of 2024, ASI sold an aggregate of 30,141 shares of ASI Class C Common Stock to various
purchasers, generating gross proceeds of approximately $1.0 million. During the first quarter of 2025, ASI sold an aggregate of 53,009
shares of ASI Class C Common Stock to various purchasers, generating gross proceeds of approximately $1.7 million. ASI intends to
use the proceeds from the sale of ASI Class C Common Stock to manage its business and provide working capital for its operations.
The proceeds may also be used to pay expenses relating to salaries and other compensation to ASI’s officers and employees. The
parties intend to seek additional capital from investors to support the Combined Company post-Closing, and the terms of such financing
arrangements will be disclosed in subsequent filings with the SEC, as applicable. Existing holders of SAC securities may experience dilution
as a consequence of the issuance of shares of Combined Company Common Stock under such financing arrangements.

Furthermore, SAC and ASI respectfully
advise the Staff that they assumed they would secure $10.0 million of Company Interim Financing because ASI and Off the Chain entered
into an agreement in principle for an investment by Off the Chain of approximately $10.0 million to support ASI’s bitcoin treasury
strategy substantially concurrently with the signing of the Merger Agreement. This agreement was disclosed in the joint press release
attached as Exhibit 99.1 to the Form 8-K filed by each of SAC and ASI with the SEC on September 11, 2024. The amount of
Company Interim Financing may increase prior to the Closing to the extent SAC and ASI are successful in raising additional funds to support
the Combined Company.

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