SecProbe.io

CORRESP
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 Southport Acquisition Corporation
 268 Post Road, Suite 200
Fairfield, CT 06824

 Angel Studios, Inc.
 295 W Center St.
Provo, UT 84601

 April 22,
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
Amendment No. 1 to Registration Statement on Form S-4
 Filed February 14, 2025
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 March 13, 2025, with respect to the above-referenced Amendment No. 1 to Registration Statement
on Form S-4 (the " Registration Statement "), filed with the SEC on February 14, 2025.

 Concurrently with the submission of this letter, SAC is filing via
EDGAR Amendment No. 2 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

 April 22,
2025

 Page 2

 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.

 Response :
SAC and ASI respectfully advise the Staff that SAC and ASI have included tabular disclosure on the cover page under the heading "Pro
Forma Ownership" that reflects the pro forma impact on potential dilution from the 11,500,000 outstanding SAC Public Warrants under
different redemption and conversion scenarios.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 15-16, 59 and 189 of
the Revised Registration Statement.

 SAC and ASI have included disclosure to describe the assumptions
necessary to understand the tabular disclosure as required by Item 1604(c). SAC and ASI have included disclosure regarding (i) the
assumed redemption scenarios, (ii) the assumed warrant conversion scenarios, (iii) the assumption that there will be no additional
Interim Financing, and (iv) the assumed exchange ratio, which will be finalized at Closing. The description of the dilutive effects
of the ASI Options are included in footnotes 1 and 2 to the tabular presentation of the potential sources of dilution.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 96 of the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 118 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

 April 22,
2025

 Page 3

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 171-172 of the Revised Registration
Statement. In addition, SAC and ASI respectfully advise the Staff that the Angel Guild has already exceeded one million paying
members, which has also been reflected throughout the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 171-172 of the Revised Registration
Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 174 of the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 16, 38, 46, 175, 185, 298 and 309
of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

 April 22,
2025

 Page 4

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 184 of the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 183 of the Revised Registration Statement.

 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

 Response :
SAC and ASI respectfully inform the Staff that the Business Combination is expected to be accounted for as a reverse recapitalization,
equivalent to ASI issuing equity securities for the net assets of SAC. In connection with the reverse recapitalization, which will occur
upon Closing, over 150 million shares of SAC common stock will be issued to former stockholders of ASI. Using the applicable $10.00 per
share price for these newly issued shares will result in consideration (i.e., "deemed proceeds") of over $1.5 billion (with
only a de minimis (i.e., less than $20.0 thousand) amount of such consideration being recorded as an increase to common stock)
to the former stockholders of ASI.

 SAC and ASI have determined that ASI's transaction
costs that are specific incremental costs directly attributable to the above-mentioned offering of the securities, as determined in accordance
with SAB Topic 5.A, should be recorded as a reduction to additional paid-in capital in the unaudited pro forma condensed combined balance
sheet, as the over $1.5 billion in consideration "deemed proceeds" arising from the issuance of the above-mentioned shares
is sufficient to cover the reduction to additional paid-in capital arising from such ASI transaction costs. These ASI transaction costs
consist of legal, financial advisory, accounting costs, filing fees and other professional fees that have been deemed to be specific incremental
costs directly attributable to the offering of securities and were therefore recorded as a reduction to additional paid-in capital (in
accordance with SAB Topic 5.A) for the reasons described above.

 U.S. Securities and Exchange Commission

 April 22,
2025

 Page 5

 The SAC transaction costs referenced in the Staff's
comment consist of financial advisory costs payable on the Closing Date. These costs cover services for defining strategic and financial
objectives, reviewing financial statements of both SAC and ASI, and assisting in negotiating the financial terms and structure of the
Business Combination. As these fees are for services benefitting both SAC and ASI and are payable on the Closing Date, these fees were
initially deemed to be directly attributable to the over 150 million shares of SAC common stock that will be issued to former stockholders
of ASI upon Closing (i.e., specific incremental costs directly attributable to the issuance of such shares of SAC common stock). However,
in response to the Staff's comment, SAC and ASI acknowledge that, while these costs are for the benefit of both ASI and SAC, SAC
was the party that directly engaged the service provider and the current expectation is that SAC will not be issuing any new securities
in the offering other than those that are being issued to the former stockholders of ASI and to the holders of SAC Public Warrants in
the Warrant Conversion Scenario (i.e., there is no SAC-specific private investment in public equity or other SAC-specific offering with
which to offset a potential reduction to equity for the above-mentioned SAC transaction costs). As such, upon revisiting such SAC transaction
costs, SAC and ASI have determined that it is appropriate to record said transaction costs as an expense, rather than as a reduction to
equity, as it is not currently expected that there will be any proceeds generated as a result of SAC issuing any equity securities in
connection with the Closing (or otherwise).

 In response to the Staff's comment, SAC and ASI have
revised the disclosure with respect to the above-mentioned SAC transaction costs on pages 77, 203 and 257 of
the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI respectfully advise the Staff that ASI's cost of revenues increased by $45.6
million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was mostly attributed
to the higher licensing and royalty costs of $47.6 million, which was mainly driven by the revenues generated from the film Sound of Freedom.
This was offset by a decrease in merchandise costs of $2.6 million as a result of sales of physical media revenue decreasing in 2023.
As ASI has grown its theatrical releases and Angel Guild revenue, with most of its content coming through license agreements, ASI's
cost of revenue has declined as a percentage of its total revenue.

 U.S. Securities and Exchange Commission

 April 22,
2025

 Page 6

 ASI's sales and marketing expense increased by $54.9
million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was primarily due
to increased advertising costs necessary to launch its theatrical releases in 2023. ASI spent $59.6 million in marketing related to the
films having theatrical releases during 2023, compared to only $3.3 million for a single film theatrically released during 2022. Marketing
as percentage of ASI's theatrical revenue went from 70.0% in 2022 to 56.0% during 2023. This was due to the success of the film
Sound of Freedom in 2023. As ASI continues to add additional content, drive Angel Guild memberships and promote future theatrical releases,
this cost is expected to fluctuate, but overall remain high and be a significant component of ASI's operating expenses.

 ASI's general and administrative costs increased by
$6.1 million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was related
to (1) $3.1 million of tax collected in 2023, a source withholdings required from international distributions with no similar expense
in 2022, (2) an increase in bad debt expense of $2.4 million in 2023 as a result of uncollected theatrical receipts, mostly from
international locations and (3) additional headcount costs of $0.4 million during 2023 related to hiring additional support staff
necessary to manage the continued and expected growth of ASI's business.

 ASI's research and development costs increased by $1.6
million for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was due to an increase
of $1.1 million in personnel related costs and an increase of $0.4 million in software costs during 2023. Both of these increases in expenditures
were necessary for ASI to continue its focus on improving its existing products, optimizing its existing services, as well as developing
new technology to better meet the needs