ANGEL OAK MORTGAGE REIT, INC.
ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP
3344 Peachtree Road NE, Suite 1725
Atlanta, Georgia 30326
July 5, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: S. Gorman
Re: Angel Oak Mortgage REIT, Inc. and Angel Oak Mortgage Operating Partnership, LP
Registration Statement on Form S-3 (Registration Nos. 333-280531 and 333-280531-01)
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Angel Oak Mortgage REIT, Inc. and Angel Oak Mortgage Operating Partnership, LP. We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on July 9, 2024, or as soon as practicable thereafter.
Once the above-referenced Registration Statement has been declared effective, please orally confirm that event with our counsel, Sidley Austin LLP, by telephoning J. Gerard Cummins at (212) 839-5374.
Thank you for your assistance in this matter.
[Signature Page Immediately Follows]
| Very truly yours, | |||
| ANGEL OAK MORTGAGE REIT, INC. | |||
| By: | /s/ Brandon Filson | ||
| Name: Brandon Filson | |||
| Title: Chief Financial Officer and Treasurer | |||
| ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP | |||
|
By: Angel Oak Mortgage OP GP, LLC, its sole general partner By: Angel Oak Mortgage REIT, Inc., the sole member of the sole general partner | |||
| By: | /s/ Brandon Filson | ||
| Name: Brandon Filson | |||
| Title: Chief Financial Officer and Treasurer | |||
| CC: | Sreeniwas Prabhu, Angel Oak Mortgage REIT, Inc. | ||
| J. Gerard Cummins, Sidley Austin LLP | |||
| Adam M. Gross, Sidley Austin LLP | |||