SecProbe.io

CORRESP
 1
 filename1.htm

 Southport Acquisition
 Corporation
 268 Post Road, Suite 200
Fairfield, CT 06824
 Angel Studios, Inc.
 295 W Center St.
 Provo, UT 84601

 July 18, 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
Scott Anderegg
Mara Ransom

 Re:
 Southport Acquisition Corporation and Angel Studios, Inc.

 Registration Statement on Form S-4
 File No. 333-283151
 Request for Effectiveness

 Ladies and Gentlemen:

 Reference is made to the Registration Statement
on Form S-4 (File No. 333-283151) (as amended, the " Registration Statement "), filed by Southport Acquisition
Corporation (" SAC ") and Angel Studios, Inc. (" ASI ") with the U.S. Securities and Exchange Commission
(the " Commission ").

 SAC and ASI hereby request the Registration Statement
be made effective at 4:00 p.m., Eastern Time, on July 22, 2025, or as soon as possible thereafter, in accordance with Rule 461
promulgated under the Securities Act of 1933, as amended.

 Please contact SAC's legal counsel, Matthew
M. Guest at (212) 403-1341 or by email at MGuest@wlrk.com, or Raaj S. Narayan at (212) 403-1349 or by email at RSNarayan@wlrk.com, or
ASI's legal counsel, Mark Bonham at (801) 907-2702 or by email at MBonham@mayerbrown.com or Brian Hirshberg at (212) 506-2176 or
by email at BHirshberg@mayerbrown.com with any questions you may have concerning this letter, or if you require any additional information.
Please notify Mr. Guest, Mr. Narayan, Mr. Bonham or Mr. Hirshberg when this request for acceleration of effectiveness
of the Registration Statement has been granted.

 [ Signature Page Follows ]

 U.S. Securities
and Exchange Commission

 July 18,
2025

 Page 2

 Sincerely,

 Southport Acquisition Corporation

 /s/
 Jeb Spencer

 Name:

 Jeb
 Spencer

 Title:

 Chief
 Executive Officer

 Angel Studios, Inc.

 /s/ Neal S. Harmon

 Name:
 Neal S. Harmon

 Title:
 Chief Executive Officer

 cc:

 Matthew M. Guest, Wachtell, Lipton, Rosen & Katz
 Raaj S. Narayan, Wachtell, Lipton, Rosen & Katz
 Mark Bonham, Mayer Brown LLP
 Brian Hirshberg, Mayer Brown LLP

CORRESP
 1
 filename1.htm

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

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

 July 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

 Scott Anderegg

 Mara Ransom

 Re: Southport Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-4
 Filed June 13, 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 July 8, 2025, with respect to the above-referenced Amendment No. 3 to Registration Statement
on Form S-4 (the " Registration Statement "), filed with the SEC on June 13, 2025.

 Concurrently with the submission of this letter, SAC and ASI are filing
via EDGAR Amendment No. 4 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

 July 14, 2025

 Page 2

 Amendment No. 3 to Registration Statement on Form S-4
filed June 13, 2025

 Summary of the Joint Proxy Statement/Prospectus, page 53

 1. We note your response and revisions to prior comment 1. Revise to state, if true, that you do not have a specific policy that governs
the amount of bitcoin you intend to hold now or in the future, and that the overall amount you intend to hold is uncertain.

 Response : SAC
and ASI respectfully advise the Staff that ASI does not have a specific policy that governs the amount of bitcoin ASI intends to hold
now or in the future and the overall amount of bitcoin ASI intends to hold is uncertain. In response to the Staff's comment, SAC and
ASI have revised the disclosure on pages 39, 338 and 357 of the Revised Registration Statement.

 Background to the Business Combination, page 176

 2. Revise to clarify whether ASI offered a specific timeframe for the expectation that the Angel Guild paid memberships would increase
to at least 1,000,000 memberships "in 2025." In other words, if the expectation was tied to achievement by the end of 2025 calendar
year, revise to state as much. If the expectation was generally tied to any time in 2025, revise to clarify.

 Response : In
response to the Staff's comment, SAC and ASI have revised the disclosure on page 181 of the Revised Registration Statement.

 3. We note your revisions and response to prior comment 6. Revise to elaborate upon how Oppenheimer and SAC's "sum-of-the-parts
valuation" resulted in a valuation of ASI of $1.0 billion, considering the accompanying disclosure seems to indicate that the value
of the parts, subscription-based revenue and bitcoin held in treasury, were valued at approximately $780 million and $10.6 million, respectively.

 Response : In
response to the Staff's comment, SAC and ASI have revised the disclosure on page 181 of the Revised Registration Statement.

 Bitcoin Treasury Strategy: Seeking to Empower the Angel Guild
for Generations, page 317

 4. Please tell us how you held an aggregate of approximately 303.1 bitcoins, when you appear to have sent 263.46 bitcoins to third
party lenders per page F-68.

 Response : In
response to the Staff's comment, SAC and ASI have revised the disclosure on pages 39, 338 and 357 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

 July 14, 2025

 Page 3

 Legal Proceedings, page 331

 5. We note your response to prior comment 11. Revise the disclosure in your financial statement notes to reflect the information you
provide in your response, namely that ASI entered into negotiations with a shareholder of Slingshot to acquire a controlling interest,
rather than characterizing the transaction as a "proposed acquisition" of Slingshot. Also, your financial statement notes state
that the "transaction is currently the subject of litigation," yet your disclosure here indicates that the subject of the litigation
relates to breach of a Content Distribution Agreement. Revise for consistency.

 Response : In
response to the Staff's comment, SAC and ASI have revised the disclosure on pages 355, F-73-74 and F-105 of the Revised Registration Statement.

 General

 6. We note your response to prior comment 10. Please clarify if any transaction costs of ASI were capitalized as of March 31,
2025 or December 31, 2024. If so, please tell us why you have not restated the financial statements to correct the error.

 Response :
SAC and ASI respectfully advise the Staff that starting in Q3 2024, ASI began to incur legal and other transaction costs directly
associated with the Merger. To determine the proper accounting for the Merger, including the transaction costs, ASI used SEC Staff
Accounting Bulletin ("SAB") Topic 5.A and concluded to capitalize direct transaction costs associated with the
Merger. ASI determined that the proceeds raised in connection with the Merger would be the cash ASI would receive from SAC,
and the transaction costs were to be treated as a reduction of the gross cash proceeds and be deducted from additional paid-in
capital once the Merger closes.

 However, upon further review, management has determined
that the transaction costs incurred by ASI would be in excess of the proceeds raised from the Merger. There is $438.3 thousand
of marketable securities projected to be held in the Trust Account as of the Closing, which amount has been deemed to represent proceeds for which transaction
costs eligible for deferral under SAB Topic 5.A may be offset and recorded as a reduction to additional paid-in capital upon the
Closing. Any transaction costs in excess of $438.3 thousand should be expensed as incurred, per SAB Topic 5.A. Therefore, management
has determined that these excess transaction costs, previously accounted for as Prepaid Transaction Costs, should be reclassified
and expensed.

 Following the above determination, management conducted a
materiality analysis to determine if the misstatements related to the reclassification of Prepaid Transaction Costs were material to the
2024 10-K and the Q1 2025 10-Q of ASI, as per SAB 99 – Materiality.

 Based on the quantitative and qualitative materiality analysis
performed by management, it was determined that for both the 2024 10-K and the Q1 2025 10-Q, the misstatements made did not have a material
impact, as management believes that it is not probable that the judgment of a reasonable person relying upon the reports would have been
changed or influenced by the correction of the item.

 7. In various places in your combined proxy/registration statement, you have increased your assumptions around Company Interim Financing
to the amount of $49.2 million. Revise to disclose why you have increased this amount and to what extent such financing is expected to
come to fruition prior to Closing.

 Response : SAC
and ASI respectfully advise the Staff that "Company Interim Financing" refers to any equity or debt (including any convertible
note) financing raised during the period between the date of the Merger Agreement and the Closing for the benefit of the Combined Company.
ASI increased its assumptions around Company Interim Financing to the amount of $49.2 million based on the fact that the transactions
listed below have been closed or entered into as of June 17, 2025:

 · On September 30, 2024, ASI sold an aggregate of 330,687 shares of ASI Class C Common Stock to Off the Chain, LP for an aggregate purchase
price of approximately $10 million as reported on ASI's Form 8-K filed on October 15, 2024.

 · During the fourth quarter of 2024, ASI sold an aggregate of 30,141 shares of ASI Class C Common Stock to various purchasers for an
aggregate purchase price of approximately $1 million as reported on ASI's Form 10-K filed on March 28, 2025.

 · As of April 22, 2025, ASI sold an aggregate of 811,846 shares of ASI Class C Common Stock to various purchasers for an aggregate purchase
price of approximately $26.6 million as reported on ASI's Form 8-K filed on April 23, 2025.

 · Between April 23, 2025 and May 6, 2025, ASI sold an aggregate of 201,350 shares of its Class C Common Stock to various purchasers
for an aggregate purchase price of approximately $6.6 million as reported on ASI's Form 8-K filed on May 6, 2025.

 · On May 2, 2025, ASI issued a convertible promissory note with a principal balance of $5.0 million and a warrant to purchase 30,525
shares of ASI Class C Common Stock with an exercise price of $32.76 per share. At the investor's option and prior to the maturity
date of May 1, 2027, the note and any accrued interest may be converted into shares of ASI Class C Common Stock at the established exercise
price. This information was reported on ASI's Form 8-K filed on May 9, 2025.

 *        *        *        *        *        *

 If you have any questions regarding this letter, please do not hesitate
to contact SAC's legal counsel, Matthew M. Guest at (212) 403-1341 or by email at MGuest@wlrk.com, or Raaj S. Narayan
at (212) 403-1349 or by email at RSNarayan@wlrk.com, or ASI's legal counsel, Mark Bonham at (801) 907-2702 or by email at MBonham@mayerbrown.com,
or Brian Hirshberg at (212) 506-2176 or by email at BHirshberg@mayerbrown.com.

 Very
 truly yours,

 /s/ Jeb Spencer

 Jeb
 Spencer

 Chief
 Executive Officer, Southport
Acquisition Corporation

 /s/ Neal S. Harmon

 Neal
 S. Harmon

 Chief
 Executive Officer, Angel
Studios, Inc.

 cc: Matthew M. Guest, Wachtell, Lipton, Rosen & Katz
Raaj S. Narayan, Wachtell, Lipton, Rosen & Katz
Mark Bonham, Mayer Brown LLP
Brian Hirshberg, Mayer Brown LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 8, 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. 3 to Registration Statement on Form S-4
 Filed June 13, 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 May 9, 2025
letter.

Amendment No. 3 to Registration Statement on Form S-4 filed June 13, 2025
Summary of the Joint Proxy Statement/Prospectus, page 53

1. We note your response and revisions to prior comment 1. Revise to state,
if true, that
 you do not have a specific policy that governs the amount of bitcoin you
intend to
 hold now or in the future, and that the overall amount you intend to
hold is
 uncertain.
 July 8, 2025
Page 2

Background to the Business Combination, page 176

2. Revise to clarify whether ASI offered a specific timeframe for the
expectation that the
 Angel Guild paid memberships would increase to at least 1,000,000
memberships "in
 2025." In other words, if the expectation was tied to achievement by the
end of 2025
 calendar year, revise to state as much. If the expectation was generally
tied to any
 time in 2025, revise to clarify.
3. We note your revisions and response to prior comment 6. Revise to
elaborate upon
 how Oppenheimer and SAC's "sum-of-the-parts valuation" resulted in a
valuation of
 ASI of $1.0 billion, considering the accompanying disclosure seems to
indicate that
 the value of the parts, subscription-based revenue and bitcoin held in
treasury, were
 valued at approximately $780 million and $10.6 million, respectively.
Bitcoin Treasury Strategy: Seeking to Empower the Angel Guild for Generations,
page 317

4. Please tell us how you held an aggregate of approximately 303.1
bitcoins, when you
 appear to have sent 263.46 bitcoins to third party lenders per page
F-68.
Legal Proceedings, page 331

5. We note your response to prior comment 11. Revise the disclosure in your
financial
 statement notes to reflect the information you provide in your response,
namely that
 ASI entered into negotiations with a shareholder of Slingshot to acquire
a controlling
 interest, rather than characterizing the transaction as a "proposed
acquisition" of
 Slingshot. Also, your financial statement notes state that the
"transaction is currently
 the subject of litigation," yet your disclosure here indicates that the
subject of the
 litigation relates to breach of a Content Distribution Agreement. Revise
for
 consistency.
General

6. We note your response to prior comment 10. Please clarify if any
transaction costs of
 ASI were capitalized as of March 31, 2025 or December 31, 2024. If so,
please tell us
 why you have not restated the financial statements to correct the error.
7. In various places in your combined proxy/registration statement, you
have increased
 your assumptions around Company Interim Financing to the amount of $49.2
million.
 Revise to disclose why you have increased this amount and to what extent
such
 financing is expected to come to fruition prior to Closing.
 July 8, 2025
Page 3

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

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

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

 June 13,
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

 Scott Anderegg

 Mara Ransom

 Re: Southport Acquisition Corporation
Amendment No. 2 to Registration Statement on Form S-4
 Filed April 22, 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 May 9, 2025, with respect to the above-referenced Amendment No. 2 to Registration Statement on
Form S-4 (the " Registration Statement "), filed with the SEC on April 22, 2025.

 Concurrently with the submission of this letter, SAC is filing via
EDGAR Amendment No. 3 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

 June 13,
2025

 Page 2

 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 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."

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 37, 317 and 335 of the Revised Registration
Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 100-111 of the Revised Registration
Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 40-41 and 319-320 of the Revised Registration
Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 40-41, 319-320 and 109-110 of the Revised
Registration Statement.

 U.S. Securities and Exchange Commission

 June 13,
2025

 Page 3

 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.

 Response :

 In response to the Staff's comment, SAC and ASI have
revised the disclosure on pages 180-182, 185-186, 187 and 194 of the Revised Registration Statement.

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on pages 180-181 of the Revised Registration Statement.

 U.S. Securities and Exchange Commission

 June 13,
2025

 Page 4

 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.

 Response :
In response to the Staff's comment, SAC and ASI have revised the disclosure on page 249 of the Revised Registration Statement
and have added Exhibit 8.1 to the Revised Registration Statement.

 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).

 Response :
SAC and ASI respectfully advise the Staff as follows:

 Loan Recognition:

 In accordance with ASC 835-30-25-4,
when a note is issued solely for cash, its present value is presumed to equal the cash proceeds received. Per ASC 310-20-25-2, loan origination
fees are deferred and netted against the proceeds. Accordingly, the following borrowings were recorded as "Digital assets loan,
current" on the pro forma balance sheet in the Registration Statement filed with the SEC on April 22, 2025:

 · $1.0 million on January 3, 2025, net of a $5 thousand origination fee

 · $2.5 million on January 15, 2025, net of a $13 thousand origination fee

 · $10.0 million on February 28, 2025, net of a $100 thousand structuring fee

 The pro forma statement of operations
in the Registration Statement filed with the SEC on April 22, 2025 also included adjustments for interest expense and amortization
of discount (to interest expense) as a result of the loans referenced in adjustments 3(ddd) and 3(eee). These pro forma statement of operations
adjustments were made under the Article 11 assumption that the loans should be assumed to have been made on January 1, 2024
for purposes of making adjustments for the pro forma statement of operations.

 Digital assets pledged as collateral:

 In accordance with ASC 350-10-40-1,
the derecognition of nonfinancial assets, such as digital assets, should be evaluated under ASC 610-20. Per ASC 610-20-25-2 through 25-7,
derecognition is appropriate when the transferor (ASI) no longer controls the asset. A key factor is whether the transferee (the lender)
has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

 U.S. Securities and Exchange Commission

 June 13,
2025

 Page 5

 In this case, ASI and the lender are
unrelated third parties, with no common control or consolidation required under ASC 810. The lender, acting as custodian, has the contractual
right to rehypothecate the digital assets, i.e., to use, lend, or otherwise deploy them in its own operations, without ASI's consent.
Management determined that this satisfied the control transfer criteria outlined in ASC 610-20-25-5.

 As a result, management concluded that the December 31,
2024 pro forma financial statements should include pro forma adjusting entries to:

 · Derecognize the digital assets from its balance sheet at their carrying amounts.

 o In accordance with Regulation S-X Article 11-02(a)(2)(ii), the effects of adopting a new accounting
principle, such as ASU 2023-08, should not be reflected in pro forma financial statements until the principle is adopted in the registrant's
historical financial statements. As ASI adopted ASU 2023-08 on January 1, 2025, the pro forma financials as of December 31,
2024 within the Registration Statement filed with the SEC on April 22, 2025, reflected the prior accounting policy under which digital
assets were carried at cost, less impairment, rather than at fair value.

 · Recognize a digital asset receivable at the fair value of the digital assets pledged as collateral, representing
the right to receive the digital assets (or their equivalent) back at the end of the lending arrangement.

 · Recognize a gain for the excess of the the fair value of the digital assets receivable over the carrying amount of the derecognized
digital assets.

 Pro forma adjustments 3(ddd), 3(eee), 4(bbb), and 4(ccc)
previously presented in the Registration Statement filed with the SEC on April 22, 2025 are no longer included as pro forma adjustments
in the Revised Registration Statement. This is because the pro forma balance sheet is now presented as of March 31, 2025 and the
transactions previously incorporated in adjustments 3(ddd), 3(eee), 4(bbb), and 4(ccc) in the Registration Statement filed with the SEC
on April 22, 2025 occurred in January 2025 and February 2025. As a result, these transactions are already reflected in
ASI's historical financial statements as of and for the three months ended March 31, 2025 (which incorporate the adoption of
ASU 2023-08) and thus no longer require separate pro forma adjustments (as the transactions are already fully reflected in the historical
financial statements as of and for the three months ended March 31, 2025).

 U.S. Securities and Exchange Commission

 June 13,
2025

 Page 6

 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.

 Response :
SAC and ASI respectfully advise the Staff that the preferred share issuance referenced in footnote (ccc) was determined to be probable
for inclusion in the pro forma financial statements within the Registration Statement filed with the SEC on April 22, 2025 based
on the following:

 · ASI has previously completed similar offerings through its subsidiaries to raise capital specifically for print and advertising expenses associated with individual theatrical releases. In November 2024, Angel Studios 001, Inc., a consolidated subsidiary
of ASI, successfully closed a Regulation A offering on Form 1-A. The offering was fully subscribed, and Angel Studios 001, Inc.
issued 5,000,000 preferred shares at a price per share of $1.00, generating gross proceeds of $5,000,000.

 · In September 2024, ASI successfully closed a Regulation A offering on Form 1-A. The offering was fully subscribed, and ASI
issued 661,375 shares of its Class C Common Stock at a price per share of $30.24, generating gross proceeds of $20,000,000.

 Given the demonstrated success of these prior offerings by
ASI and its subsidiary, Angel Studios 001, Inc., ASI determined that the expected preferred share issuance by Angel Studios 010, Inc.
under Form 1-A reflected in footnote 3(ccc) was probable and that disclosure of pro forma financial information in the
Registration Statement filed with the SEC on April 22, 2025 would be material to investors in accordance with Rule 11-01(a)(8).

 The Angel Studios 010, Inc. Regulation A offering on
Form 1-A closed and was fully subscribed in April 2025. Angel Studios 010, Inc. raised the maximum offering amount, issuing
5,000,000 preferred shares at a price per share of $1.00, for gross proceeds of $5,000,000. This is reflected in footnote 3(ccc) in the
pro forma balance sheet on page 271 of the Revised Registration Statement.

 Subsequent to March 31, 2025 but prior to the Closing
Date, ASI expects to issue, through its subsidiary Angel Studios 022, Inc., 5,000,000 preferred shares at a price per share of $1.00
for gross proceeds of $5,000,000 through a Regulation A offering. See footnote 3(ddd) in the pro forma balance sheet on page 271
of the Revised Registration Statement. This offering was determined to be probable and disclosure of pro forma financial information
in the Revised Registration Statement would be material to investors under Rule 11-01(a)(8). The determination that the expected
issuance is probable is based on ASI's demonstrated history of fully subscribed Regulation A offerings of ASI a

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    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

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

September 27, 2024
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corp
8 Bolling Place
Greenwich, CT 06830
Re:Southport Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed September 19, 2024
File No. 001-41150
Dear Jeb Spencer:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Matthew Guest

CORRESP
1
filename1.htm

Southport
Acquisition Corporation

8 Bolling Place

Greenwich, CT 06830

September 27, 2024

VIA EDGAR

    U.S.
Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Ronald E. Alper

Pam Howell

 Re: Southport Acquisition Corporation

                                            Preliminary Proxy Statement on Schedule 14A

                                            Filed September 19, 2024

                                            File No. 001-41150

Dear Mr. Alper and Ms. Howell:

This letter sets forth the response of Southport
Acquisition Corporation (“Southport”) to the comment of the Staff (the “Staff”) of the Division
of Corporation Finance, Office of Real Estate & Construction, of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in its letter, dated September 26, 2024, with respect to the above-referenced Preliminary Proxy Statement on Schedule
14A, filed with the SEC on September 19, 2024.

Southport is concurrently filing via EDGAR (i) this
letter and (ii) Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”),
which includes, in the case of (ii), revisions made in response to the comment received from the Staff.

For the Staff’s convenience, the text of
the Staff’s comment is set forth below in bold, followed by Southport’s response.

Preliminary Proxy Statement on Schedule 14A filed September 19,
2024

General

 1. We note that the Form 8-K filed on September 11,
                                            2024, indicates that the company’s securities were delisted from the NYSE in April 2024.
                                            We also note disclosure on page 32 of the preliminary proxy that indicates the company
                                            securities are still trading on the NYSE. Please update the disclosure in the preliminary
                                            proxy regarding the delisting and the material consequences to the company and shareholders.

U.S. Securities and Exchange Commission

September 27, 2024

Page 2

Response:
Southport respectfully advises the Staff that it has revised the disclosure on pages 20-21 and 32 of the Revised Proxy Statement.

*      *      *      *      *      *

U.S. Securities and Exchange Commission

September 27, 2024

Page 3

If you have any questions regarding this letter,
please do not hesitate to contact Southport’s legal counsel, Matthew M. Guest at (212) 403-1341 or by email at MGuest@wlrk.com,
or Raaj S. Narayan at (212) 403-1349 or by email at RSNarayan@wlrk.com.

  Very truly yours,

  /s/Jeb Spencer

  Jeb Spencer, Chief Executive Officer

cc: Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

                                            Raaj S. Narayan, Wachtell, Lipton, Rosen & Katz

September 26, 2024
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corp
8 Bolling Place
Greenwich, CT 06830
Re:Southport Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed September 19, 2024
File No. 001-41150
Dear Jeb Spencer:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed September 19, 2024
General
1.We note that the Form 8-K filed on September 11, 2024, indicates that the company's
securities were delisted from the NYSE in April 2024. We also note disclosure on page 32
of the preliminary proxy that indicates the company securities are still trading on the
NYSE. Please update the disclosure in the preliminary proxy regarding the delisting and
the material consequences to the company and shareholders.

September 26, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Matthew Guest

United States securities and exchange commission logo
January 25, 2023
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corporation
1745 Grand Avenue
Del Mar, CA 92014
Re:Southport Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-41150
Dear Jeb Spencer:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Southport
Acquisition Corporation

1745 Grand Avenue

Del Mar, California 92014

January 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, NE
 Washington, D.C.   20549

 Attention: Frank Knapp
 Jennifer Monick

 Re: Southport Acquisition Corporation

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 31, 2022

File No. 001-41150

Dear Mr. Knapp and Ms. Monick:

This letter sets forth the response of Southport
Acquisition Corporation (“Southport”) to the comment of the Staff (the “Staff”) of the Division
of Corporation Finance, Office of Real Estate & Construction, of the U.S. Securities and Exchange Commission (the “SEC”)
set forth in its letter, dated December 15, 2022, with respect to the above-referenced Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, filed with the SEC on March 31, 2022.

For the Staff’s convenience, the text of
the Staff’s comment is set forth below in bold, followed by Southport’s response.

U.S. Securities and Exchange Commission

January 23, 2023

Page 2

Form 10-K for the Fiscal Year Ended December 31, 2021

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S.
person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability
to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an
example of your intended disclosure in your response.

Response:
Southport acknowledges the Staff’s comment and confirms that its sponsor, Southport Acquisition Sponsor LLC, is not, is not controlled
by, and does not have substantial ties with, a non-U.S. person. As a result, Southport is not including any sample disclosure in its response.

*     *     *     *     *     *

U.S. Securities and Exchange Commission

January 23, 2023

Page 3

If you have any questions regarding this letter,
please do not hesitate to contact Southport’s legal counsel, Matthew M. Guest at (212) 403-1341 or by email at MGuest@wlrk.com,
or Raaj S. Narayan at (212) 403-1349 or by email at RSNarayan@wlrk.com.

   Very truly yours,

    /s/ Jeb Spencer

    Jeb Spencer, Chief Executive Officer

 cc: Matthew M. Guest, Wachtell, Lipton, Rosen & Katz

Raaj S. Narayan, Wachtell, Lipton, Rosen & Katz

United States securities and exchange commission logo
January 18, 2023
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corporation
1745 Grand Avenue
Del Mar, CA 92014
Re:Southport Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-41150
Dear Jeb Spencer:
            We issued a comment to you on the above captioned filing on December 15, 2022.  As of
the date of this letter, the comment remains outstanding and unresolved.  We expect you to
provide a complete, substantive response to the comment by February 1, 2023.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Frank Knapp, Staff Accountant at (202) 551-3805 or Jennifer Monick,
Assistant Chief Accountant at (202) 551-3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
December 15, 2022
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corporation
1745 Grand Avenue
Del Mar, CA 92014
Re:Southport Acquisition Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-41150
Dear Jeb Spencer:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined

 FirstName LastNameJeb Spencer
 Comapany NameSouthport Acquisition Corporation
 December 15, 2022 Page 2
 FirstName LastName
Jeb Spencer
Southport Acquisition Corporation
December 15, 2022
Page 2
company, and the warrants, which would expire worthless.  Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Jennifer Monick,
Assistant Chief Accountant at (202) 551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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filename1.htm

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

December 7, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Irene Barberena-Meissner

Re:         Southport Acquisition Corporation

Registration Statement on Form S-1

File No. 333-261370

Acceleration Request

Requested Date: December 9, 2021

Requested Time: 4:00 p.m. Eastern Time

Ladies and Gentlemen:

We refer to the registration statement on Form S-1 (File No. 333-261370)
(the “Registration Statement”) of Southport Acquisition Corporation (the “Company”).

In accordance with Rule 461 under the Securities Act of 1933, as amended
(the “Act”), we, as underwriter, hereby join in the request of the Company for acceleration of the effective date of the Registration
Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on December 9, 2021, or at such later time as the Company or its outside
counsel, Sidley Austin LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant to Rule 460 under the Act, we wish to advise you that there
will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as
many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

We have complied and will continue to comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

    BOFA SECURITIES, INC.

    By:
    /s/ Michael Liloia

    Name:
    Michael Liloia

    Title:
    Director

[Signature Page to Underwriter’s Acceleration
Request]

CORRESP
1
filename1.htm

December 7, 2021

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

    Attention:
    Irene Barberena-Meissner

    Re:

    Southport Acquisition Corporation

    Registration Statement on Form S-1

    File No. 333-261370

    Acceleration Request

    Requested Date:   December 9, 2021

    Requested Time:  4:00 P.M., Eastern Time

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Southport Acquisition Corporation (the “Company”),
hereby requests that the effective date of the Company’s Registration Statement on Form S-1, Registration Number 333-261370
(the “Registration Statement”) be accelerated so that the Company’s Registration Statement will become
effective at 4:00 P.M., Eastern Time, on December 9, 2021, or as soon thereafter as practicable or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange
Commission.

We would appreciate it
if, as soon as the Registration Statement is declared effective, you would so inform Kunle Deru of Sidley Austin LLP at (212) 839-6059.

    Very truly yours,

     /s/ Jeb Spencer

    Jeb Spencer

    Chief Executive Officer

    Southport Acquisition Corporation

    cc:

    Edward F. Petrosky, Sidley Austin LLP

    Kunle A. Deru, Sidley Austin LLP

    Sarah K. Solum, Freshfields Bruckhaus Deringer
    US LLP

United States securities and exchange commission logo
June 24, 2021
Jeb Spencer
Chief Executive Officer
Southport Acquisition Corporation
1745 Grand Avenue
Del Mar, CA 92014
Re:Southport Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted June 16, 2021
CIK 0001865200
Dear Mr. Spencer:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement.  Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Kunle Deru, Esq.