DJTTrump Media & Technology Group

Please disclose that the shares issued as compensation were issued without the payment of any additional consideration or advise.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on the cover page of the Amended Registration Statement as shown in numerals (iv) and (v) of the “Cover Page” section set forth in Annex A. Read in the reply ↗

We note your statement that you may not be able to timely file reports required by the Exchange Act. We also note that you did not timely file Forms 10-Q for the quarters ended March 31, June 30, or September 30, 2023. Update and revise your risk factor to state that you did not timely file reports and that you may not be able to file timely in the future.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on pages 36 and 59 as set forth in Annex A. In addition, the Company respectfully directs the Staff’s attention to the text of the Staff’s Compliance and Disclosure Interpretations No.

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135.03, which states in relevant part that:

“Rule 12b-25 provides that an annual or quarterly report shall be deemed timely filed if a Form 12b-25 making certain specified representations is filed no later than one business day after the due date of the annual or quarterly report, and the report itself is filed no later than fifteen or five calendar days, respectively, after the due date.”

As the Company timely filed a Form 12b-25 and filed its Form 10-Q for the period ending March 31, 2024 within the prescribed five calendar day deadline after the initial due date of the Form 10-Q, the Form 10-Q is deemed to be timely filed. As such, the Company respectfully advises the Staff that it did not list such Form 10-Q in the revised disclosure shown on pages 36 and 56 in Annex A as no such disclosure is necessary.

Read in the reply ↗

Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock.

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Your discussion should highlight the fact that your two largest selling stockholders, beneficial owners of over 70% of your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on page 85 as set forth in Annex A. Read in the reply ↗

Please tell us why you are registering the shares held by ARC and the Locked-up Shares at this time when they are subject to lock-up restrictions during the Lock-up Period. Plan of Distribution, page 146

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, unlike an initial public offering where a

180-day lock-up generally expires at a time where Rule 144 is available to affect a transfer by an issuer’s pre-IPO shareholders, Rule 144 will be unavailable to shareholders prior to the one year anniversary of the completion of the Company’s initial business combination.

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The applicable lock-ups will expire no later than six months from the closing of the Company’s initial business combination and, as a result of contractual registration requirements as well as from an efficiency standpoint, the Company is registering for resale shares currently subject to lock-up so that, upon lock-up expiration, the resale of such shares will have been registered pursuant to a then-effective registration statement without needing to file a separate registration statement. The Company further advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on page 85 as set forth in Annex A in the second paragraph of the “Other Equity Financing” section indicated thereunder.

Read in the reply ↗

We note your disclosure on page 147 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment.

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Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

The Company acknowledges the Staff’s comment and confirms its understanding that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information. In addition, the Company respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on page 149 as set forth in Annex A. Read in the reply ↗

We note you are attempting to register the issuance of shares underlying securities that were originally issued in private transactions. Since the issuances of common stock are derivative of securities that were offered and sold in private transactions, it is not appropriate to register the issuances of common stock.

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If these securities remain a part of this registration statement, you should revise to register the resale of the common stock. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation 139.09.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on the cover page and pages 13-14 and 146 as set forth in Annex A to remove the registration of the issuance of 7,116,251 shares of Common Stock underlying the private placement warrants in response to the

Staff’s comment in accordance with the guidance set forth in Securities Act Compliance and Disclosure Interpretation 139.09 and instead register the offer and resale of such underlying shares of Common Stock. Read in the reply ↗

On May 3, 2024, the Commission entered into an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner Benjamin F. Borgers CPA (individually and together "BF Borgers") (https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf). The Order denies BF Borgers the privilege of appearing or practicing before the Commission as an accountant.

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As a result, BF Borgers may not participate in or perform the audit or review of financial information included in Commission filings, issue audit reports included in Commission filings, provide consents with respect to audit reports, or otherwise appear or practice before the Commission. Any issuer with a pending registration statement that contains or incorporates by reference financial information audited or reviewed by BF Borgers would need to file a pre-effective amendment to include financial information audited or reviewed, as applicable, by a qualified, independent accountant that is permitted to appear or practice before the Commission.

The Company acknowledges the Staff’s comment and advises that the Company that Amendment No. 1 to the Registration Statement will include an audit opinion from the Company’s new audit firm, Semple, Marchal & Cooper, LLP, covering the fiscal years ended December 31, 2023 and 2022. Read in the reply ↗

Revisions made in response to prior comment 2 discuss certain consequences if you fail to meet your reporting obligations, such as the potential impact on the Nasdaq listing status of your common stock. We also note your statement that “[f]ailure to comply with . . .

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[the Company’s] reporting obligations with the SEC, could have a material adverse effect on [its] reputation, the price of its securities and its business and results of operations.” Please provide additional detail describing these material adverse effects. As examples only, consider disclosure related to the risk that investors may not have access to current or timely financial information or that a failure to meet your reporting obligations may impact your eligibility to use certain registration statements, such as Form S-3.

The Company acknowledges the Staff’s comment and has updated its disclosure on page 35 of Amendment No. 2. Read in the reply ↗

We note your disclosure that you have finished the research and development phase of your new live TV streaming platform, have signed agreements to obtain data center services and purchase servers and related equipment for the platform and plan to roll out your streaming content in three phases.

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Please disclose when you expect to roll out each of these three phases and when you expect to begin generating revenue from the platform.

The Company acknowledges the Staff’s comment and has updated its disclosure on pages 48, 67 and 91, including the addition of a new risk factor related to the additional information about the preliminary timeline the Company provided. Read in the reply ↗

Your filing dated April 15, 2024 included an audit opinion from BF Borgers with a going concern modification for the fiscal years ended December 31, 2023 and 2022. We note from your disclosure on pages F-7 and F-26 that, as of the date of the reissued financial statements, management believes there is not substantial doubt regarding your ability to continue as a going concern when considering, among other matters,

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the cash proceeds from the Business Combination and the conversion of the Pre-Merger Notes. While we note your successor audit opinion does not have a going concern modification, Item 304 of Regulation S-K requires a registrant to disclose whether the former auditor’s report contained a modification. Revise your statements with respect to your former auditor to clarify that the BF Borgers’ audit reports included an explanatory paragraph regarding your ability to continue as a going concern. We refer you to Item 304(a)(1)(ii) of Regulation S-K and the guidance in Question 111.05 of our Regulation S-K Compliance and Disclosure Interpretations.

The Company acknowledges the Staff’s comment and has updated its disclosure on page 149 of Amendment No. 2. Read in the reply ↗

In response to prior comment 4, you disclose that the lock-up provisions affecting approximately 72% of your outstanding common stock may be terminated early or released. Please disclose the circumstances in which the lock-up provisions would be terminated or released early, including the parties that would need to consent to such early termination or release.

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Also disclose whether there are any plans or agreements, tacit or explicit, regarding the possible early release of the shares subject to lock-up agreements.

The Company notes the Staff’s comment and respectfully advises the Staff that lifting any lock-up restrictions prior to the stated lock-up expiration would require the waiver of such provisions under the applicable documents (i.e., the Amended Charter, Lock-Up Agreements and Lock-Up and Support Letter).

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The Company further advises the Staff that (i) the

Amended Charter does not provide for waiver of its Lock-Up Trading Restrictions, which are applicable to certain of TMTG’s pre-Business Combination equity holders, including President Trump and (ii) a waiver of the of the Lock-Up Trading Restrictions under the (A) Lock-Up Agreements applicable to President Trump and certain other equity holders of the Company (other than ARC) requires the prior consent of TMTG, Eric Swider, Digital World’s former Chief Executive Officer and current member of

TMTG’s board of directors, and the locked-up party thereunder and (B) Lock-Up and Support Letter applicable to ARC requires the prior consent of all of the parties thereunder, including Eric Swider, Digital World’s former Chief Executive Officer and current member of TMTG’s board of directors. The Company also respectfully advises the Staff that it has no plans or agreements, tacit or explicit, with respect to the early release of shares subject to Lock-Up Trading Restrictions. The Company has revised the disclosure on pages 79, 99, 120 and 132 of Amendment No. 2 in response to the Staff’s comment.

Read in the reply ↗

You disclose in the registration statement that the Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated February 2, 2024, contemplates channeling “non-political communications and posts … to the Truth Social platform before posting that same social media communication and/or post to any other social media platform.” We also note that in June 2024 there were video posts

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to other social media platforms that appear to be inconsistent with Section 2(a)(2) of the license agreement. Please revise your registration statement to disclose whether the exclusivity provision of the license agreement has been waived, and any economic detriment to the company associated with the first use of other social media platforms. Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with any other questions.

The Company acknowledges the Staff’s comment and respectfully informs the Staff that the referenced provision has not been waived and that any video posts on other platforms in June 2024 were Political Related Posts (as that term is defined in the Second Amended & Restated License, Likeness, Exclusivity, and Restrictive Covenant Agreement dated February

2, 2024) initiated by President Trump’s campaign and consistent with President Trump’s obligations to the Company.1

Additionally, the Company is not aware of any economic detriment associated with such posts.

The Company has revised the

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disclosure on page 47 of Amendment No. 2 in response to the Staff’s comment to note the risk that President Trump may broadly construe the definition of Political Related Posts.

* * * *

1 See, e.g., "Trump once backed a TikTok ban. Now he's joined the app as he races Biden for young voters." Business Insider, June 2, 2024. Accessed June 13, 2024. https://www.businessinsider.com/trump-tiktok-social-media-app-young-voters-biden-2024-6 (quoting a Trump campaign spokesman regarding a post on a prominent video platform as follows: “We will leave no front undefended and this represents the continued outreach to a younger audience consuming pro-Trump and anti-Biden content.”)

Read in the reply ↗

We note your response to prior comment 5. Please revise the header of this risk factor to clarify that the license agreement provides sole discretion to President Donald J. Trump regarding whether he must post on Truth Social before other social media platforms, and that the Company lacks any meaningful remedy if it disagrees.

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Please also revise the body of your risk factor to provide, as an example, the June 2024 video posts to a Company competitor platform.

The Company acknowledges the Staff’s comment and has updated its disclosure on pages 11 and 47 to Amendment No. 3. Read in the reply ↗

Please have your auditor include an explanatory paragraph in their report to address the correction of the material misstatements in your previously issued financial statements. Refer to paragraph .18(e) of PCAOB AS 3101.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s auditor has revised their report on page F-1 to the Amended 10-K to include an explanatory paragraph to address the correction of the material misstatements in the Company’s previously issued financial statements, per paragraph .18(e) of PCAOB AS 3101. Read in the reply ↗

Please disclose the nature of each error, such as the errors related to Accrued expenses, Income tax payable, Related party advance, Legal investigations costs and Remeasurement of Class A common stock to redemption value.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s auditor has revised the disclosure in Note 2. Restatement of Previously Issued Financial Statements beginning on page F-13 of the

Amended 10-K to disclose the nature of each error, such as the errors related to Accrued expenses, Income tax payable, Related party advance, Legal investigations costs and Remeasurement of Class A common stock to redemption value. Read in the reply ↗

We note that certain shareholders have agreed to waive their redemption rights. Please disclose any consideration provided in exchange for this agreement.

TO: Joseph Cascarano; Robert Littlepage; Austin Pattan; Jeff Kauten

Page

The Company acknowledges the Staff’s comment and has revised the disclosure on page 5 of the cover of the Amended Registration Statement. Read in the reply ↗

We note that the Sponsor intends to vote its founder shares in favor of the Business Combination. We further note that Class A and Class B shareholders will vote as a single class. Please revise to disclose the percentage of unaffiliated shareholders required to approve the transaction in light of these facts. What interests do TMTG’s current officers and directors have in the Business Combination?,

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 19, 156 and 157 of the Amended Registration Statement. Read in the reply ↗

Disclose the amount (or range) of the transaction bonus to be paid to TMTG officers if the merger is completed.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 22 and 179 of the Amended Registration Statement. Read in the reply ↗

We note your statement that “since its launch, Truth Social has experienced substantial growth.” Please disclose how the company measures its growth and include a quantified discussion of such measures. Include similar revisions in TMTG Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 31, 155, 241 and 253 of the Amended Registration

Statement.

Risk Factors

Risks Related to Digital World and the Business Combination

Failure by New Digital World to timely file and to obtain and maintain effectiveness..., Read in the reply ↗

To clarify why the Company expects to continue to seek the termination of the remaining PIPE investment, explain that certain terms of the underlying securities purchase agreement cannot be satisfied by the Company because the registration statement registering the privately-placed securities for resale cannot be declared effective prior to the closing of the Business Combination.

The Company acknowledges the Staff’s comment and has clarified the disclosure on pages 70, 89, 90 and 175 of the Amended Registration Read in the reply ↗

We note your statement that you may be a controlled company “depending on the number of shares of common stock redeemed by the Combined Entity’s Public Stockholders.” However, it appears that the company will be a controlled company under the applicable Nasdaq rules regardless of the redemption scenario due to the issuance of the Class B common stock, which your disclosure states will grant TMTG's Chairman

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approximately 55% of the total voting power of the Combined Entity's outstanding common stock. Please revise or advise.

acknowledges the Staff’s comment and has clarified the disclosure on pages 87 and 88 of the Amended Registration Statement. Read in the reply ↗

We note your disclosure on page 241 that you intend to prevent “illegal and other prohibited content” and your disclosure on page 30 regarding Truth Social’s commitment to not censor the speech of its participants. Please provide examples of “illegal and other prohibited content” and discuss the challenges involved with limiting this content on your platform while maintaining “unimpeded access to Truth Social.”

acknowledges the Staff’s comment and has revised the disclosure on pages 125, 242 and 253 of the Amended Registration Statement. Read in the reply ↗

We note your statement that “On October 30, 2023, President Trump verbally affirmed that, notwithstanding his contractual right to do so, he would not terminate the License Agreement prior to the later of (A) the Outside Date and (B) any other date to which the Parties mutually agree to extend the time to consummate the Merger.” Please tell us whether this satisfies the condition to the merger agreement with DWAC

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that TMGT “use its reasonable best efforts to, as promptly as practicable, and no later than September 29, 2023, obtain from DJT a waiver of (or otherwise render inoperative) his right to terminate the License Agreement prior to December 31, 2023, or any other date by which TMTG and DWAC mutually agree to extend the time to consummate the merger.” If unclear, please expand your risk factor to discuss the consequence of failing to obtain such waiver. Also, disclose whether you believe this verbal affirmation is enforceable.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 129 and 130 of the Amended Registration Statement accordingly. Read in the reply ↗

Please revise your disclosure to describe the current duration of the License Agreement, including what parties to the agreement currently have a contractual right to terminate it, and whether the parties still intend for the License Agreement to be effective in perpetuity at the close of the Business Combination.

acknowledges the Staff’s comment and has revised the disclosure on pages 129, 130 and 246 of the Amended Registration Statement.

to Ownership of New Digital World Common Stock New Digital World may redeem unexpired Public Warrants..., page 130 Read in the reply ↗

Quantify the value of warrants, based on recent trading prices, that may be retained by redeeming stockholders assuming maximum redemptions and identify any material resulting risks.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 137 of the Amended Registration Statement. Read in the reply ↗

We note on page 137 the pro forma balance sheet as of June 30, 2023 combines the historical unaudited condensed balance sheet of Digital World as of June 30, 2023 with the historical unaudited condensed consolidated balance sheet of TMTG as of June 30, 2023 as if the Business Combination and related transactions had been consummated on January 1, 2022.

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Please clarify, if true, that you have given pro forma balance sheet effect to the Business Combination and related transactions as if they had occurred on June 30, 2023.

acknowledges the Staff’s comment and has revised the disclosure on page 151 of the Amended Registration Statement to refer to the applicable interim period. Read in the reply ↗

Since TMTG is the accounting acquirer and the transaction is a recapitalization of TMTG, it is unclear why you disclose TMTG’s equity holders will receive 127,500,000 shares of common stock at a value of $10.00 per share for total consideration of $875,000,000. It is also unclear how 127,500,000 shares of common stock valued at $10.00 per share results in total consideration of $875,000,000.

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Please clarify your disclosure on page 138 and elsewhere, as applicable, and advise us.

The Company acknowledges the Staff’s comment and has clarified the disclosure on pages 145 and 150 of the Amended Registration Read in the reply ↗

Please disclose the ratio of the exchange of DWAC shares for TMTG shares under the two redemption scenarios. Provide similar disclosure within the disclosure accompanying the per share data on page 54.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 57, 59, 145 and 150 of the Amended Registration Read in the reply ↗

Please clarify that notwithstanding the legal form of the Business Combination it is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP because TMTG is the operating company and has been determined to be the accounting acquirer, while Digital World is a blank check company.

acknowledges the Staff’s comment and has revised the disclosure on page 150 of the Amended Registration Statement. Read in the reply ↗

Please quantify the liquidated damages you would be required to pay and the amount of funds you would be required to deposit into the liquidated damages escrow account based upon the remaining PIPE investment as of a recent practicable date.

acknowledges the Staff’s comment and advises the Staff that the Company does not expect to deposit funds into a liquidated damages escrow account based upon the remaining PIPE investment. The Company has clarified the disclosure accordingly on pages 70 and 174 of the Amended Registration Statement. Read in the reply ↗

We note that you specifically highlight statements from the July 2023 SEC Cease and Desist Order involving the Company and include citations to the Order as an Exhibit to the registration statement. In addition, you have integrated language from the Order, or in some instances paraphrased excerpts, in various places throughout the background of the business combination beyond the section disclosing the settlement.

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In order to avoid confusion, please provide disclosure in the background section from the perspective of management and the board as required by Item 501(b)(7) of Regulation S-K, rather than using excerpts or summarized phrases from the Order to describe aspects of the business combination.

acknowledges the Staff’s comment and has revised the disclosure on pages 182 through 185 of the Amended Registration Statement. Read in the reply ↗

Please revise your statement that “[o]n or about June 21, 2022, a staff member of the SEC’s Division of Corporation Finance..." to make clear that the review of the registration statement was being put on hold due to the SEC investigation that preceded the issuance of the Cease-and-Desist Order.

acknowledges the Staff’s comment and has revised the disclosure on page 190 of the Amended Registration Statement. Read in the reply ↗

We note your statement that “at the time of entry into the Merger Agreement, the Digital World board determined that the Business Combination was advisable, fair to, and in the best interests of Digital World and its stockholders.” We also note your statement on page 190 that the Digital World board no longer believes the provided TMTG business plan and financial model are reflective of the company’s future

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performance. We further note that due diligence was not completed until after the filing of this amendment. Upon the conclusion of its due diligence, please revise your disclosure to state the board’s recommendation as to whether the board considers the transaction fair and in the best interest of Digital World’s stockholders and the basis for the recommendation. Please make similar revisions to your discussion in the summary of the proxy statement/prospectus.

On December 22, 2023, the Digital World board completed its due diligence process and decided to recommend to Digital World’s shareholders that they approve the deal, asserting that it is fair and in the best interests of Digital World’s shareholders. Consequently, the Company acknowledges the Staff’s comment. In accordance with the Staff’s Compliance and Disclosure

Interpretations question 233.02, the Company has revised the disclosure on pages 41 and 199 of the Amended Registration Statement to clearly outline the basis for the recommendation of Digital World’s board. Read in the reply ↗

We note your statement that board’s recommendation was “included, but not limited to” the listed material factors. We also note your later statement that the “discussion of material factors initially considered by the Digital World Board is not intended to be exhaustive.” Please revise to include, without qualification, the full list of material factors considered by the board when determining whether to approve and

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recommend the Business Combination. Please make similar revisions to your discussion in the summary of the proxy statement/prospectus.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 41 and 198 of the Amended Registration Statement to align with the fact that all material factors have been disclosed. Read in the reply ↗

We note your statement that Digital World “did not rely on [TMTG’s] financial model as a determinative factor in its decision to enter into the Merger Agreement.” Please reconcile this statement with your disclosure including this as a material factor supporting the board’s decision to enter into the merger agreement.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 39, 186 and 196 of the Amended Registration Read in the reply ↗

We note that EF Hutton prepared a report on Trading Comparables including X, Facebook, Netflix, and Snapchat and that “the median enterprise value of the Trading Comparables available exceeded $324 billion.” Please disclose the material assumptions underlying this analysis and their limitations.

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Also, please identify the enterprise that you state is the most direct competitor to TMTG’s first product, Truth Social, that had an enterprise value of $41 billion.

acknowledges the Staff’s comment and has revised the disclosure on pages 39 and 197 of the Amended Registration Statement. Read in the reply ↗

Please briefly describe the changes to TMTG’s business plan and financial model subsequent to October 2021.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 243 of the Amended Registration Statement. Read in the reply ↗

We note your disclosure regarding Patrick F. Orlando’s qualifications to serve as director, which include his former position as CEO of Digital World. Please revise to disclose that Mr. Orlando was terminated from his role as CEO consistent with your risk factor on page 69 and the reason for his termination.

acknowledges the Staff’s comment and has revised the disclosure on pages 73 and 228 of the Amended Registration Statement. Read in the reply ↗

Please briefly describe the technology that you aim to acquire and incorporate into your product offerings.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 243 of the Amended Registration Statement. Read in the reply ↗

Please briefly describe the limitations to the royalty-free license to use the name and likeness of TMTG's Chairman and the limitations to the duration of the License Agreement.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 245 and 246 of the Amended Registration Statement. Read in the reply ↗

We note your disclosure on page 188 that "The Board of Digital World Acquisition Corporation believes that TMTG, if properly capitalized, is very well positioned to grow a user base at an accelerated pace. In 2004 when Facebook launched, it obtained an estimated 1 million users within the first year. It then took an estimated three years to reach the 10 million user mark.

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The board of Digital World Acquisition Corporation believes that management of TMTG is positioned to exceed this initial growth trajectory due to their unique figurehead and marketing proposition." Please disclose the basis for your statement that TMTG is positioned to exceed 10 million users by its three-year anniversary of operation.

acknowledges the Staff’s comment and has revised the disclosure on pages 38 and 196 of the Amended Registration Statement. Read in the reply ↗

In light of your significant operating losses and negative cash flows from operating activities, please discuss in reasonable detail your plans for achieving profitability and positive cash flows from operating activities in the future. Your discussion should address the likelihood and anticipated timing of your plans and assumptions coming to fruition.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 254 of the Amended Registration Statement. Read in the reply ↗

We note that the number of users and user engagement are key performance metrics to measure your operating performance. Please tell us whether you gather the following data typically used by social media companies for yourself or others and, if so, please revise to disclose the metrics for each period presented and provide a discussion of any significant fluctuations from period to period: • average revenue per

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user; • ad impressions and price per ad; and • activated and active user accounts such as monthly active users and daily active users.

respectfully advises the Staff that since TMTG’s inception, TMTG has focused on developing the Truth Social platform by enhancing features and user interface rather than relying on traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.

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While many industry peers may gather and report on these or similar metrics, given the early development stage of the Truth Social platform, TMTG is still actively evaluating the most appropriate, reliable and relevant key operating metrics that align with its evolving business model, especially post-merger when it expects to have access to expanded capital and resources. TMTG believes that this evaluation is critical and in line with its commitment to implement a robust business plan that may involve introducing innovative features and potentially incorporating new technologies. As such, during the periods disclosed, TMTG’s management and board have not relied on any such type of key performance metric to make business or operating decisions. However, as the platform evolves and new technology and features are added, TMTG’s management and board expect that they will reevaluate whether TMTG will gather and monitor one or more metrics and rely on such information in how management makes operating decisions. At such time, TMTG expects to present such material key operating metrics appropriately in its periodic reports to enhance investors’ understanding of its financial condition, cash flows and other changes in financial condition and results of operations. As part of the new disclosure, the Company respectfully advises the Staff that it added also a related risk factor under the header “Risk Factors – Risk Factors Related to TMTG – TMTG does not currently, and may never, collect, monitor or report certain key operating metrics used by companies in similar industries,” which is disclosed on pages 98 and 99 of the Amended Registration Statement.

Read in the reply ↗

Please provide a discussion and analysis of TMTG's financial condition and results of operations for the years ended December 31, 2022, and 2021. Refer to Item 303(b) of Regulation S-K.

acknowledges the Staff’s comment and has revised the disclosure on page 263, 264, 265 and 266 of the Amended Registration Statement. Read in the reply ↗

Please explain the underlying reasons for the decrease in fair value of the derivative liability component of the TMTG Convertible Notes for all periods presented. Specifically, address how changes in underlying assumptions or valuation methods contributed to the change in fair value.

acknowledges the Staff’s comment and has revised the disclosure on page 266 of the Amended Registration Statement. Read in the reply ↗

In regard to the Convertible Promissory Notes, please discuss how the effects of reasonably likely changes in certain conditions and in your assumptions would impact your results of operations.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 266 of the Amended Registration Statement. Read in the reply ↗

Please disclose the approximate dollar value of the amount of the TMTG's Chairman's interest in the License Agreement. Refer to Item 404(d) of Regulation S-K.

acknowledges the Staff’s comment and has revised the disclosure on pages 245 and 315 of the Amended Registration Statement.

Digital World

Acquisition Corp. Read in the reply ↗

Please have your auditor include an explanatory paragraph in their report to address the correction of the material misstatements in your previously issued financial statements. Refer to paragraph .18(e) of PCAOB AS 3101.

acknowledges the Staff’s comment and has revised the disclosure on page F-25 of the Amended Registration Statement. Read in the reply ↗

Please disclose the nature of each error, such as the errors related to Accrued expenses, Income tax payable, Related party advance, Legal investigations costs and Remeasurement of Class A common stock to redemption value. Trump Media & Technology Group Corp.

acknowledges the Staff’s comment and has revised the disclosure on page F-37 of the Amended Registration Statement.

Trump Media &

Technology Group Corp. Read in the reply ↗

Please disclose how you generated revenues in 2021 and whether all costs that directly contribute to the generation of revenues have been classified as cost of revenue for all periods presented.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 258 of the Amended Registration Statement. Read in the reply ↗

It appears cost of revenue excludes depreciation expense, resulting in your reporting of income in the form of “gross profit” before depreciation. For all periods presented, please revise to remove “gross profit” and relabel “cost of revenue” to “cost of revenue, exclusive of depreciation shown separately below,” in accordance with the guidance in SAB Topic 11:B.

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You should similarly revise your Results of Operation disclosures in MD&A.

acknowledges the Staff’s comment and advises that TMTG has accounted for depreciation and amortization (D&A) as an operating expense within general and administrative expenses. Cost of revenue and gross profit are presented before operating expenses (and therefore exclude D&A). TMTG has revised its presentation of operating expenses so that D&A is now shown as a separate line item within operating expenses. TMTG has revised its financial statements and the disclosure on pages

261 and 262 of the Amended Registration Statement accordingly. Read in the reply ↗

Please disclose your policy for classifying all direct and indirect costs incurred in the generation of revenue as cost of revenue.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 259 of the Amended Registration Statement. Read in the reply ↗

Please expand your revenue recognition policy disclosure to fully comply with ASC 60610-50 regarding the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. In light of your Rumble and TAME agreements, please disclose in sufficient detail the transactions that constitute your reported revenues.

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Such disclosure should clearly describe your advertising customer, the service you provide, including clearly identifying the nature of the performance obligation(s) specified in your contracts, the sales price calculation, the timing of your revenue recognition, and the material rights and obligations that attach to both parties of the contract. For your agreements with Rumble and TAME, also explain how you concluded you were the principal or agent in the arrangements. Please refer to ASC 606-10-50-12(c) and ASC 606-10-55-36 through 55-40.

acknowledges the Staff’s comment and has revised the disclosure on page 272 of the Amended Registration Statement. Read in the reply ↗

In regard to the related party receivable and payable, please disclose the amounts, terms and manner of settlement of the transactions. Refer to ASC 850-10-50-1.

acknowledges the Staff’s comment and has revised the disclosure on page FF-15 of the Amended Registration Statement. Read in the reply ↗

We note the disclosure on page 233 of the License Agreement. Please disclose the material terms of the Name and Likeness Agreement, such as the termination provisions, up-front or execution payments paid and aggregate amounts paid to date, if any, under the agreement. Please also describe how you are accounting for it and advise us.

The Company acknowledges the Staff’s comment and respectfully requests the Staff refer to the above responses to comments #8, #9, and #25.

Section 7 of the License Agreement provides that TMTG was obligated to pay to Licensor, DTTM Operations, LLC, an entity wholly beneficially owned by TMTG’s Chairman, $100 (one hundred dollars) upon the execution of the License Agreement and that such amount constituted full consideration and a fully paid-up royalty covering the entire term of the License Agreement for the licenses granted in the License Agreement.

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TMTG has not paid any other amounts to the Licensor, pursuant to the License Agreement. The Company has therefore revised the disclosure on pages 245 and 315 of the Amended Registration Statement.

Read in the reply ↗

We note that you bifurcated a derivative liability representing the conversion feature in your convertible promissory notes. Please tell us how you considered whether the contracts are indexed to your own stock such that you would meet the scope exception in ASC 815-10-15-74 and 815-40-15, and not account for the contract as a derivative instrument.

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In this regard, it appears that the conversion price for Notes 1 to 7 is fixed.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the scope exception of ASC 815-10-15-74 is not applicable to TMTG.

ASC 815-10-15-74(a) is not applicable to TMTG Convertible Notes, as both conditions set forth therein must be met: (i) indexed to its own stock and (ii) classified in stockholders’ equity in its statement of financial position.

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Although TMTG Convertible Notes are indexed to TMTG’s stock, the Company respectfully advises the Staff that TMTG Convertible Notes were classified as liabilities and not as stockholders’ equity in its statement of financial position. In consequence, condition (ii) of subsection a) is not met, and thus not applicable to TMTG.

ASC 815-10-15-74(b) is not applicable, as TMTG Convertible Notes were not issued by TMTG for share-based payment arrangements with employees, which is the subject to Topic 718.

ASC 815-10-15-74(c) is not applicable to TMTG as TMTG Convertible Notes are not a contract between an acquirer and a seller to enter into a business combination, contract with a not-for-profit entity, or merger with not-for-profit entities.

ASC 815-10-15-74(d) is not applicable to TMTG. TMTG Convertible Notes include an automatic conversion feature that settles to a variable number of shares to equal a fixed monetary value upon certain events (e.g., SPAC, IPO, or private placement). However, the TMTG

Convertible Notes do not embody a “conditional obligation” to settle by issuing a variable number of its equity shares indexed to a fixed monetary amount because the condition to trigger the feature is solely within control of the Company.

Therefore, Subtopic 480-10 does not apply and ASC 815-10-15-74(d) is not applicable.

In addition, the guidance in Subtopic 815-40-15 is not applicable to TMTG because the derivative instrument component of the TMTG Convertible Notes is embedded in and not detachable from the financial instrument.

In conclusion, the scope exception provided under ASC 815-10-15-74 and 815-40-15 is not applicable to TMTG, which allows TMTG to bifurcate its derivative liabilities.

Read in the reply ↗

Please tell us how your accounting of the embedded derivative and host components of convertible promissory notes comply with the allocation method specified in ASC 815-1530-2 upon initial measurement and the limitation for subsequent measurement specified in ASC 815-15-35-3.

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In so doing, explain to us why the aggregate fair value initially recognized for the derivative liability of $75.4 million shown on page F-30 is significantly greater relative to the aggregate face value at issuance of the associated convertible debt of $22.8 million.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that TMTG determined that the automatic discounted share-settlement feature upon certain events (e.g., SPAC, IPO, or private equity) is an embedded derivative, thus requiring bifurcation accounting for all TMTG Convertible Notes.

The total nominal value of TMTG Convertible Notes, after taking into account debt issuance costs, was $22.6 million as of

December 31, 2021 (i.e., $22.84 million of TMTG Convertible Notes at face value less $0.24 million of debt issuance costs).

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The fair value of the derivate liability component on issuance for these notes was $21.2 million. ASC 815-15-30-2 defines the initial carrying value assigned to the host contract as the difference between the basis of the hybrid instrument and the fair value of the embedded derivative. The values calculated for the derivative liability component and host contract (liability component at date of issue) were $21.2 million and $1.4 million, respectively.

ASC 815-15-35-3 does not apply to TMTG, as TMTG is not adjusting the host contract component of the hybrid instrument at fair value, nor is TMTG further adjusting with changes in fair value to recognize these changes in earnings or other comprehensive income. Rather, the carrying value of the host component (net of initial debt discount and any related debt issuance costs recorded) of TMTG Convertible Notes is accreted using the effective interest rate method under ASC 835 (Interest) until maturity.

In consequence, TMTG determined that the automatic discounted share-settlement feature upon certain events (e.g., SPAC, IPO, or private equity) is an embedded derivative, thus requiring bifurcation accounting as (1) the feature is not clearly and closely related to the debt host and (2) the feature meets the definition of a derivative under ASC 815 (Derivative and Hedging). Subsequent changes to the fair value of the embedded derivative flow through the income statement. The change to the fair value of the derivative liability for the period ended

December 31, 2021, was $54.2 million. Thus, the total derivative liability increased from $21.2 million (fair value at initial measurement) to $75.4 million. The significant increase in the value of the embedded derivative liability was primarily driven by a sharp increase in the Digital World stock price, which underlies the value of the conversion feature of the notes in the event of a

SPAC transaction, and a substantial increase in the assumed probability of a successful SPAC merger, from the date of issuance to December 31, 2021.

Read in the reply ↗

Please disclose the key assumptions utilized in determining the fair value of the conversion feature related derivative liabilities under the Black Scholes and Monte-Carlo valuation methodologies.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 265 of the Amended Registration Statement. Read in the reply ↗

We note your response to prior comment 5. Please revise to make clear that because the closing conditions in the SPAs requiring that the privately-placed shares be registered for resale prior to the closing of the business combination are not consistent with the requirements of Section 5 of the Securities Act of 1933, “the parties will not be able to satisfy the closing conditions in the SPAs in respect of the

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concurrent filing and effectiveness of an initial registration statement on or before the Closing.”

The Company acknowledges the Staff’s comment and respectfully advises the Staff that as of January 10, 2024, the PIPE Investment has been terminated in full. The Company has updated its disclosure throughout the Amended Registration Statement, including in the Risk Factors, to disclose such termination. The Company believes the risk factor referenced in this comment is no longer relevant to investors and has deleted this risk factor in the Amended Registration Statement. Read in the reply ↗

We note your response to prior comment 8. Please further revise to disclose whether the verbal affirmation satisfies the condition to the merger agreement with DWAC that TMGT “use its reasonable best efforts to, as promptly as practicable, and no later than September 29, 2023, obtain from DJT a waiver of (or otherwise render inoperative) his right to terminate the License Agreement prior to December 31, 2023, or any

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other date by which TMTG and DWAC mutually agree to extend the time to consummate the merger.” If unclear, please expand your risk factor to discuss the consequence of failing to obtain such waiver.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 128 of the Amended Registration Statement to make clear that Digital World and TMTG believe that President Trump’s verbal affirmation satisfies the condition to the merger agreement that TMTG “use its reasonable best efforts to, as promptly as practicable, and no later than

September 29, 2023, obtain from DJT a waiver of (or otherwise render inoperative) his right to terminate the License Agreement prior to December 31, 2023, or any other date by which TMTG and Digital World mutually agree to extend the time

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to consummate the merger.” As further disclosed in the Registration Statement, the License Agreement also provides that, if it is not sooner terminated, and if TMTG becomes listed on a public market exchange in the United States via, inter alia, the business combination before September 22, 2024, the term of the License Agreement will continue in perpetuity until terminated by TMTG. As such, the Company and TMTG respectfully submit that the risk of cancellation by President Trump of the License Agreement post the completion of the business combination is not material to investors.

Read in the reply ↗

We note your revised disclosures in response to prior comment 12. In our comment we also noted that TMTG is the accounting acquirer and the transaction is a recapitalization of TMTG. In order to be consistent with the accounting substance of the recapitalization being presented in the pro forma financial statements, please clarify that the shares to be received by the TMTG securityholders are not consideration for

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their equity interests. The exchange of shares is, in substance, a continuation of their equity interests in the TMTG business.

acknowledges the Staff’s comment and has revised the disclosure on pages 143 and 148 of the Amended Registration Statement. Read in the reply ↗

We note on the Unaudited Pro Forma Condensed Combined Balance Sheet that the longterm TMTG Convertible Promissory Notes and derivative liabilities are not automatically converting upon closing of the reverse merger. Please explain or revise.

acknowledges the Staff’s comment and has revised the disclosure on pages 143, 148 and 149 of the Amended Registration Statement. Read in the reply ↗

We note your reference to a third-party valuation report prepared in connection with the board's recommendation. Please revise to furnish the information required by Item 1015(b) of Regulation M-A and file the report as an exhibit to your registration statement. Refer to Item 4(b) and Item 21(c) of Form S-4.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company does not believe the materials prepared by or with the assistance of the independent third party constitute a “report, opinion or appraisal materially relating to the transaction” requiring disclosure of the information specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A.

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The independent third party was not engaged to provide any report, opinion or appraisal, and did not deliver a report, opinion or appraisal as specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A in connection with the Company’s board of directors (the “Board”) consideration of the Business Combination. Rather, the scope of the services provided by such independent third party were limited to assisting the Board in connection with its financial and business due diligence update. Given the duration of time between the initial execution of the Merger Agreement and the second amendment to the Merger Agreement on August 9, 2023 (the “Second Amendment”) as well as the significant turnover on the Board since the Merger Agreement was first signed in 2021, towards the end of 2023 in connection with exercising its fiduciary duties, the Board sought to refresh and complete its financial and business due diligence with respect to TMTG, including with respect to the revised transaction terms contemplated by the Second Amendment. As part of the Board’s broader diligence process, the Board enlisted the assistance of such independent third party.

The independent third party’s work primarily focused on assisting the Board with its comparative analysis of companies similar to TMTG (both prior to and after such companies’ initial public offerings) for the purposes of the Board’s benchmarking a valuation range in connection with financial due diligence. Such comparative analysis was based on information provided by the Board for the purpose of assisting the Board with its own determination. This analysis was not and was never intended to be a report, opinion or appraisal specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A – in fact, the Board never received a written report from the independent third party as such analysis was conveyed to the Board via visually assisted Q&A teleconference. To the extent the Board considered the independent third party’s comparative analysis in conducting its own independent financial and business due diligence with respect to TMTG, such comparative analysis was a consideration by the Board within the broader deliberative process undertaken by the Board, i.e., one facet of its final determination of whether the Business Combination continued to be in the best interests of the

Company’s shareholders.

Due to this limited scope of engagement discussed above, the Board did not consider any materials prepared by the independent third party to be a report, opinion or appraisal as specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A. Further, the Board did not commission, intend or expect to receive from the independent third party a “report, opinion or appraisal materially relating to the transaction” requiring disclosure of the information specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A. As such, the independent third party did not undertake any internal procedures that would have been necessary for it to deliver such a report, opinion or appraisal. Rather, the materials were based on information that was publicly available or supplied by the Company or TMTG (at the request of the Company as part of its due diligence), were provided to facilitate discussions between the parties and constituted only one source of information, among other factors discussed in the Registration Statement, considered by the Board in connection with its updated due diligence process relating to the Business

Combination. The fact that materials were prepared by or with the assistance of the independent third party is referred to in the Amended Registration Statement simply to provide stockholders with a full and complete description of the Board’s robust deliberative process in re-affirming its recommendation on the Business Combination.

Based on the foregoing, the Company respectfully submits that no further disclosure is required by Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A with respect to the independent third party.

In light of the Staff’s comment, the Company has revised the disclosures on pages 6, 18, 42, 43, 67, 189,

190, 194 and 195 of the Amended Registration Statement to clarify, consistent with the foregoing, the nature of the information provided by or with the assistance of the independent third party to the Company.

Read in the reply ↗

We note your response to prior comment 19 and reissue the comment. We note your statement on page 195 that board’s recommendation was “included, but not limited to” the listed material factors. We also note your later statement on page 198 that the “discussion of material factors initially considered by the Digital World Board is not intended to be exhaustive.” Please revise to include, without qualification, the

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full list of material factors considered by the board when determining whether to approve and recommend the Business Combination. Please make similar revisions to your discussion in the summary of the proxy statement/prospectus.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 39, 191 and 192 of the Amended Registration Statement to make clear that the Board’s recommendation to approve the Business Combination was based on the material factors listed therein. Read in the reply ↗

We note your response to prior comment 26. Please advise us how the "historical growth of Facebook" provides a basis for your statement that the company is positioned to exceed the growth of Facebook in its first three years of operations. Please provide a quantitative basis for this statement or remove it.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 39 and 191 of the Amended Registration Statement to provide a quantitative basis for Digital World’s statement that TMTG, if properly capitalized, is positioned to exceed the growth of Facebook in its first three years of operations. Read in the reply ↗

We note your response to prior comment 23. Please explain the phrase “unprecedented headwinds” and the nexus between Mr. Orlando’s termination and such “headwinds.” Information about TMTG

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 of the Amended Registration Statement to remove the phrase “unprecedented headwinds.” Read in the reply ↗

To provide context to your disclosures regarding cumulative signups for Truth Social, please disclose the number of signups as well as active user accounts, such as monthly active users and daily active users, for the periods presented. Trump Media & Technology Group Corp.

acknowledges the Staff’s comment and respectfully advises the Staff that it has considered Item 303(a) of Regulation S-K, including Instruction 1 thereto, which collectively require discussion and analysis of other statistical data that in a company’s judgment enhances a reader’s understanding of MD&A, including information not specifically referenced in the item if the company believes disclosure of the same is necessary to an understanding of its financial condition and results of operations.1 The Company further acknowledges the Staff’s February 25, 2020 “Commission Guidance on

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Management’s

Discussion and Analysis of Financial Condition and Results of Operations – I. Guidance on Key Performance Indicators and Metrics” (the “KPI Guidance”), which indicates that “[w]hen proposing the current MD&A framework, the Commission noted that “[f]or each business, there is a limited set of critical variables which presents the pulse of the business.” Similarly, the Company acknowledges the Commission’s prior emphasis that, when preparing MD&A,

“companies should consider whether disclosure of all key variables and other factors that management uses to manage the business would be material to investors, and therefore required” and the Commission’s statement in the KPI

Guidance that “[KPI] metrics can vary significantly from company to company and industry to industry, depending on various facts and circumstances.”

The Company respectfully advises the Staff that it believes the Registration Statement currently discloses the information necessary to an understanding of TMTG’s financial condition and results of operations. The Company notes that TMTG is an emerging company in its relatively early stages of growth, yet, unlike many emerging companies, TMTG maintains a relatively high profile in terms of media attention, including with respect to the political landscape. Notably, TMTG has observed that at this stage of its growth such external events, completely disassociated from its financial condition and results of operations, can result in volatility and unpredictability from one period to the next with respect to traditional industry metrics such as user signups. As a result, TMTG has not used metrics such as period over period user signups or active users to manage its business, and the Company advises the Staff that TMTG believes inclusion of these or similar metrics as KPIs in MD&A is not only unnecessary for investor understanding of its financial performance, but could, at this stage, also serve to mislead investors.

The Company advises the Staff that TMTG’s current position with respect to the referenced KPIs is disclosed to investors in the Registration Statement. As discussed in the Registration Statement, on page 97 in connection with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and risk factor entitled “TMTG does not currently, and may never, collect, monitor or report certain key operating metrics used by companies in similar industries”. Given its still early development stage and limited access to capital, since its inception, TMTG has primarily concentrated on the development of Truth Social, prioritizing enhancements in features and user interface, rather than seeking to collect or monitor certain

See, e.g., Instruction 1 to Item 303(a) of Regulation S-K [17 CFR

229.303(a)].

traditional performance metrics for its industry such as average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users. Thus, TMTG does not use signups, active user accounts or daily / monthly active user numbers to manage its business and, as such, the Company and TMTG do not consider those as material to investors and respectfully advise the Staff that Item 303(a) does not require such metrics to otherwise be disclosed. While TMTG may adopt these or similar KPIs in the future, the Company and TMTG respectfully advise the Staff that doing so at this point would be premature as a reliable indicator of financial performance and that its current MD&A disclosure includes information necessary to an understanding of its financial condition, changes in financial condition and results of operations.

The Company advises the Staff that the disclosure regarding user signups since the inception of the Truth platform was included in the overview of TMTG’s business in support of the general proposition that Truth Social has experienced substantial growth since its launch. This metric is not being used by TMTG as a material key factor for management’s operation of its business and is not intended to supplement investor understanding of TMTG’s financial condition, changes in financial condition and results of operations. In addition, the KPI Guidance also provides that “when key performance indicators and metrics are material to an investment or voting decision, the company should consider whether it has effective controls and procedures in place to process information related to the disclosure of such items to ensure consistency as well as accuracy.” Since

TMTG does not use any of those metrics for the operation or management of its business, consistent with Instruction 1 to Item 303(a) of Regulation S-K and the KPI Guidance, TMTG and the Company do not consider such aforementioned KPIs as material to an investing or voting decision. Accordingly, TMTG has not designed specific controls and procedures for the collection of such information and, as a result, the Company and TMTG believe, apart from such information’s limited utility to investors, reporting such information would be in conflict with the KPI Guidance related to controls and procedures to ensure consistency and accuracy of such information.

The Company respectfully advises the Staff that because TMTG does not use the referenced KPIs to manage its business and is still actively evaluating the most appropriate, reliable and relevant key operating metrics that align with its evolving business model, the Company and TMTG believe that their approach to the disclosure is consistent with Instruction 1 to Item 303(a) of

Regulation S-K and the aforementioned KPI Guidance. As its business grows and evolves, the Company respectfully advises the Staff that TMTG intends to continue to carefully assess the most relevant, appropriate and reliable key operating metrics for enhancing investors’ understanding of TMTG’s financial condition, changes in financial condition and results of operations.

Trump Media & Technology Group Corp.

Read in the reply ↗

We note your response to prior comment 35 and that a related party assigned revenue to TMTG under the License Agreement in fiscal year 2021. Please label revenues from such transactions as related party revenue on the face of the Consolidated Statements of Operations in accordance with Rule 4-08(k)(1) of Regulation S-X.

The Company acknowledges the Staff’s comment and has revised the disclosure on page F-F-21 of the Amended Registration Statement. Read in the reply ↗

We note your revised presentation in response to prior comment 36. We also note you continue to present a measure of gross profit on the face of your Consolidated Statement of Operations. Please clarify whether any depreciation expense directly attributable to cost of revenue is included in the calculation of gross profit.

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If you do not allocate any depreciation to cost of revenue, you should remove the gross profit subtotal and relabel the cost of revenue line item to indicate that it excludes depreciation and amortization. Refer to SAB Topic 11B. You should similarly revise your Results of Operation disclosures in MD&A.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages F-F-4 and F-F-21 of the Amended Registration Statement to recategorize immaterial amounts from depreciation to cost of revenue in TMTG’s Consolidated Statement of Operations such that depreciation expenses directly attributable to the generation of net sales are included in cost of revenue. Read in the reply ↗

We note the disclosure on pages 259 and FF-12 provided in response to prior comment 37. Please disclose in Note 2 of the audited financial statements your policy for classifying costs incurred in the generation of revenue as cost of revenue.

acknowledges the Staff’s comment and has revised the disclosure on pages F-F-12 and

F-F-26 of the Amended Registration Statement. Read in the reply ↗

We note your disclosure provided in response to prior comment 38. We also note that the agreements with Rumble and TAME were effective in the fiscal year 2022. Accordingly, please provide similar policy disclosure in the audited financial statements. Also, clarify whether your agreements with Rumble and TAME contain a license to intellectual property or access to your platform and services.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 254 and F-F-26 of the Amended Registration Statement. Read in the reply ↗

We note your revised disclosures in response to prior comments 39 and 40. We also note that the related party transactions, and the License Agreement, transpired during the fiscal years ended December 31, 2022, and 2021. Accordingly, please similarly revise the disclosures in the audited year-end financial statements.

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Furthermore, in regard to the assigned sales by the related party, please clarify the circumstances of the assignments in accordance with the License Agreement, the nature of the services that were delivered by the Company, if any, under the License Agreement, and how the assignments or services were valued.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages F-F-15 and F-F-29 of the Amended Registration Statement. Read in the reply ↗

We note your response to prior comment 41. We also note the Convertible Promissory Notes 1 to 7 are convertible into equity at a fixed conversion price of $4.00 per share. Since the conversion prices are fixed it appears the Convertible Promissory Notes are conventional convertible debt instruments, as discussed in ASC 815-40-25-39.

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Additionally, the conversion features of the Convertible Promissory Notes 1 to 7 are indexed to your own stock such that they would meet the scope exception in ASC 815-1015-74(a), and as a result, they should not have been accounted for as derivative instruments. Refer to the example in ASC 815-40-55-26. Please revise your financial statements accordingly or explain further why it is not necessary to do so. A representation that the impact is not material should be accompanied by a sufficiently detailed SAB 99 materiality analysis.

acknowledges the Staff’s comment and respectfully advises the Staff that, as disclosed in the Amended Registration Statement, each of the Convertible Promissory Notes 1 to 7 contemplates multiple plausible outcomes that include a SPAC merger and at least one of the following scenarios: Initial Public Offering (IPO), Private Equity (PE), and/or Change of Control.

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While the SPAC outcome results in a fixed price conversion for Convertible Promissory Notes 1 to 7, at least one other outcome in each note (i.e., IPO, PE, or change of control) triggers an automatic discounted share-settlement feature.

TMTG determined that these non-SPAC outcomes constitute a derivative as (1) the features are not clearly and closely related to the debt host and (2) the features meet the definition of a derivative under ASC 815 (Derivative and Hedging), supporting the application of bifurcation accounting. As a result, TMTG combined the features into a single compound derivative for each note. Only after the determination to apply bifurcation accounting had been made did TMTG utilize a weighted average valuation methodology to value the conversion features of these notes. Through this analysis, TMTG arrived at the derivative liability values for Convertible Promissory Notes 1 to 7 presented in its financial statements.

The Company respectfully submits that ASC

815-10-15-74(a) does not preclude accounting for Convertible Promissory Notes 1 to 7 as derivative instruments, because, although the notes are indexed to TMTG’s stock, they are not classified in stockholders’ equity in TMTG’s statement of financial position.

Accordingly, the Company has revised the disclosure on pages 264,

F-F-15 and F-F-30 of the Amended Registration Statement.

Read in the reply ↗

We note that you intend to rely on the controlled company exemption under the Nasdaq corporate governance standards. Please revise to highlight your reliance on the exemption and provide a cross-reference to the related risk factor disclosure.

The Company acknowledges the Staff’s comment and has revised the disclosure on the cover page of the Amended Registration Statement. Read in the reply ↗

We note your response to our prior comment 1. We further note your statement on page 190 that "the SPAs with the remaining PIPE Investors were terminated in full as the requirement that the resale registration statement be declared effective prior to Closing (the “Effective Registration Closing Condition”) could not be fulfilled based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022

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and such remaining PIPE Investors were not willing to waive the Effective Registration Closing Condition." Please revise to make clear that because the closing conditions in the SPAs requiring that the privately-placed shares be registered for resale prior to the closing of the business combination were not consistent with the requirements of Section 5 of the Securities Act of 1933, the parties were unable to satisfy the closing conditions.

The Company acknowledges the Staff’s comment and has revised the disclosure on page 193 of the Amended Registration Statement. Read in the reply ↗

We note your response to our prior comment 5. It is unclear how "assisting the board with its comparative analysis of companies similar to TMTG for the purposes of benchmarking a valuation range in connection with financial due diligence" falls outside the definition of a report, opinion, or appraisal as described in Item 1015(b) of Regulation M-A, as the form of the report's delivery, whether written or oral, and

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the intention of the parties do not constitute dispositive factors as to whether the parties received a third-party report, opinion, or appraisal materially related to the transaction. Given that the comparative analysis was provided to the board in connection with its updated due diligence, it appears to be material to the transaction. As such, please revise your disclosure to provide the information required by Item 1015(b) of Regulation M-A.

acknowledges the Staff’s comment and has revised the disclosure on pages 5, 18, 43, 44, 68, 199, 200 and 201 of the Amended Registration Statement. Additionally, the Company will furnish the Alvarez & Marsal Valuation Services presentation as an exhibit to the Registration Statement. Read in the reply ↗

We note your response to our prior comment 9. To provide context to your disclosures regarding cumulative signups for Truth Social, please disclose the number of signups for the periods presented.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32, 157, 244 and 257 of the Amended Registration

Statement. Read in the reply ↗

Please provide updated executive compensation information for the 2023 fiscal year. Refer to Item 402(m) of Regulation S-K.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 316 to 321 of the Amended Registration Read in the reply ↗

We note in your revised disclosures provided in response to prior comment 14 that "TMTG did not provide any services in connection with such assigned sales." We also note that the related party assigned earnings to TMTG from his public appearances. We are unclear how assigned earnings without rendering services is revenue.

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Please refer to the core principle in ASC 606-10-5-3 and identify for us the Company’s customer. Describe the terms of the customer contract including your performance obligations and the transaction price. Also, tell us why the assigned earnings from the related party are not, in substance, a capital contribution.

acknowledges the Staff’s comment, TMTG determined that there were errors related to the classification of income in the proper period in the previously issued 2022 and 2021 financial statements. In accordance with SEC Staff Accounting Bulletin

No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” TMTG determined that the errors were material to its previously issued financial statements.

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Therefore, TMTG concluded that the previously issued financial statements should be restated.

In September 2021, President Donald J. Trump (DJT) contractually assigned to TMTG any and all net revenue derived by DJT from “The History

Tour: Donald Trump and Bill O’Reilly,” a series of four public events in December 2021. TMTG originally classified the income (approximately $2.1 million) from the licensing arrangement as net sales from related parties; however, as restated, it is now classified as other income from related parties. The restatement has no impact on TMTG’s loss from operations before income taxes, its Statement of Stockholders Deficit, Consolidated

Balance Sheet, or Consolidated Statement of Cash Flows.

The substance of the transaction related to actual ticket sales for specified events, which were assigned (on a non-discretionary basis) in accordance with a contractual obligation (a licensing arrangement). Ultimately, this transaction had no impact on the capital stock or percentage stock holding of TMTG.

The Company has therefore revised the disclosures on pages F-F-14, F-F-21, F-F-24 and F-F-30 of the Amended Registration Statement. In addition, the Company revised the pages 267 and 269 of the section entitled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of TMTG” to reflect the restatement of the aforementioned items in the Amended Registration Statement.

Read in the reply ↗

We note your revised disclosures in response to prior comment 15. Regarding Convertible Promissory Notes 1 to 7, please expand your disclosure to explain the terms and conditions of the automatic discounted share-settlement feature and how the other scenarios (i.e., IPO, PE, or change of control) trigger an automatic discounted sharesettlement feature that result in a variable number of shares of Company stock to be

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issued to the Lender upon conversion of the Notes.

acknowledges the Staff’s comment and has revised the disclosure on pages F-F-15 and F-F-31 of the Amended Registration Statement. Read in the reply ↗

Please disclose in footnotes (L) and (M) the terms of the convertible notes and warrants including the conversion features. Also, give effect to the cost of these borrowings in your pro forma statements of operations including any interest, beneficial conversion features, and any costs incurred in the settlement of the terminated PIPE Investment.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has disclosed in footnotes (L) and (M) the terms of the convertible notes and warrants, including the conversion features. In addition, the Company has revised its pro forma disclosure to give effect to the cost of these borrowings, including any interest and beneficial conversion features. The Company respectfully advises the Staff that there were no determinable additional costs incurred in settlement of the terminated PIPE.

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Please see pages 148, 149, 150, 151, 154, 155 of the Amended Registration Statement.

Read in the reply ↗

We note on pages 194 -195 TMTG will issue TMTG Convertible Notes with an aggregate principal amount up to $65,000,000 and Digital World will issue convertible notes up to an aggregate principal amount of $65,000,000. Give pro forma effect to the issuance of these notes and fully disclose the terms and features in a supporting footnote or advise us.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the unaudited pro forma condensed combined balance sheet have been updated to reflect the full issuance of up to $65,000,000 in TMTG Convertible Notes and up to $65,000,000 in Digital World Convertible Notes. The Company respectfully advises the Staff that it has also revised the table and corresponding footnotes beginning on page 154 of the Amended Registration Statement to better identify the debt/equity instruments, and describe the pro forma effect of the issuances, including terms and features of such

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instruments in the related footnotes.

Read in the reply ↗

Please remove the amount of reported gross profit for the twelve month period ended December 31, 2021.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the inclusion of gross profit was a scrivener error and it has removed the amount of reported gross profit for the twelve month period ended December 31, 2021 on page FF-21. Read in the reply ↗

We note that your audited financial statements were restated. Please tell us whether a material weakness was identified in your internal controls over financial reporting in connection with the financial statements for the fiscal years ended December 31, 2022, and 2021.

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If so, revise your disclosures on page 278, and include a risk factor describing any material weaknesses, the resulting restatement, and any associated remediation procedures and the related time frame.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that TMTG’s management did identify a material weakness in internal controls over financial reporting in connection with the referenced restatement. The Company has revised the referenced disclosure as well as included a related risk factor. Please see pages 52, 120, 121 and 281 of the Amended

Registration Statement. Read in the reply ↗

Your disclosure states the success of the transaction depends in part on the reputation and popularity of TMTG’s Chairman and that the potential loss of services of TMTG’s Chairman could adversely affect your revenues, results of operations and its ability to maintain or generate a consumer base on the Truth Social platform.

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Please consider updating this risk factor for any recent events that may impact the availability of the services of any key persons of TMTG.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 22 of Amendment

No. 1 in response to the Staff’s comment. Read in the reply ↗

The initial term of the exclusivity agreement with TMTG’s Chairman expired in June 2023 and there is a right to terminate the license agreement in the event the business combination was not completed on or before December 31, 2022.

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Please expand your risk factor disclosure to address the status of the exclusivity and license agreements, and the potential impact on the Truth Social platform if TMTG’s Chairman were to decide to exercise his termination rights under either agreement.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 13 to 15 of

Amendment No. 1 in response to the Staff’s comment. Read in the reply ↗

Please revise to provide disclosure of the events outlined in your Form 8-K filed on July 3, 2023. In addition, we note your disclosure that the settlement agreement is not yet definitive. Please clarify how you intend to inform shareholders prior to the vote of any updates to those events.

The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 30 to 31 of Amendment No. 1 in response to the Staff’s comment. In addition, once the settlement agreement becomes definitive, the Company plans to file a Current Report on Form 8-K disclosing that the settlement agreement has been finalized, file the information contained in such Current Report on Form 8-K as definitive additional proxy materials, and disseminate such information to shareholders as of the record date. Read in the reply ↗

We note that the closing of the PIPE is conditioned on the “concurrent” closing of the Business Combination and on the PIPE resale registration statement being declared effective no later than the closing of the Business Combination.

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Additionally, we note that the securities purchase agreements with the PIPE investors contemplates those investors having the ability to sell their securities as soon as the Business Combination is completed. Generally, securities issued in a private transaction may not be registered for resale pursuant to Rule 415 until after the private placement is completed. Refer to Question 134.01 of our Securities Act Sections Compliance and Disclosure Interpretations for guidance. Given that the investors are not irrevocably bound to purchase the securities, it appears that the PIPE is unlikely to proceed in its current form. Please revise to provide prominent cautionary language and risk factor disclosure highlighting the risks associated with the parties needing to restructure the PIPE and the securities purchase agreements, and the consequences to the parties if the PIPE investors decline to proceed.

We respectfully advise the Staff that the registration rights agreement for the PIPE provides exceptions to the “concurrent” effectiveness date of the PIPE resale registration, one of which is that in the event the Company has cleared all Commission comments on the initial registration statement but the initial registration statement is not permitted to be declared effective as of the closing date of the Business Combination, then the effectiveness date for the initial registration statement shall mean the earliest date following the closing of the

Business Combination that the Commission

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will permit. Accordingly, we have revised the disclosure on pages 6, 13, 15, 23 and 24 of the Proxy Statement, and have also clarified that, notwithstanding the fact the parties had contemplated various contingencies, it is possible that the parties may determine to restructure or renegotiate the securities purchase agreements in view of evolving market and regulatory conditions.

Read in the reply ↗

Revise to provide pagination for the proxy statement. Refer to Rule 14a-5(a). Background

to the Staff’s comment, we have added table of content and pagination in the Proxy Statement. Read in the reply ↗

With a view toward revised disclosure, please tell us whether the parties have amended or made efforts to amend the Merger Agreement in light of the Extension Amendment Proposal.

We respectfully advise the Staff that once the

Extension Amendment is approved by the stockholders and filed with the Secretary of State of the State of Delaware, Digital World may, and intends to, extend the Outside Date of the Merger Agreement for three months upon written notice to TMTG without needing to amend the Merger Agreement. The parties will discuss any further extension of the Outside Date of the Merger Agreement thereafter. In response to the Staff’s comment, we have revised the disclosure on pages 20, 23 and 24 of the Proxy Statement to clarify this point.

Proposal. Read in the reply ↗

Revise to provide a meaningful summary and discussion of the terms of the PIPE arrangements, including the unique features and the related risks to stockholders that are being asked to approve the Extension Amendment Proposal. Risk Factors There are no assurances that the Extension...

to the Staff’s comment, we have revised the disclosure on pages 6, 12, 13, 14, 15, 18, 20, 21, 22, 24 and 26 of the Proxy

Statement to summarize the terms of the PIPE arrangements and related risks to stockholders in connection with the Extension Amendment Proposal.

Risk Factors

There are no assurances that the Extension... Read in the reply ↗

Please expand your disclosure to include a discussion of the termination rights of Trump Media & Technology Group Corp. and the PIPE investors. In this regard, we note that Section 8.1 of the merger agreement permits Trump Media & Technology Group Corp.

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to terminate the agreement after September 20, 2022 (or December 20, 2022 if the purchaser exercises its right to extend the agreement) and Section 5.1 of the securities purchase agreement permits the PIPE investors to terminate the agreement after September 20, 2022, in each case if the business combination has not been consummated by the respective date. Also, disclose that there can be no assurance that you will find an alternative target if you are unable to consummate the business combination with Trump Media & Technology Group Corp. We may be deemed a "foreign person" under the regulations relating to CFIUS...

to the Staff’s comment, we have revised the disclosure on pages 6, 13, 17, 21, and 24 of the

Proxy Statement.

We may be deemed a “foreign person” under the regulations relating to CFIUS... Read in the reply ↗

We note your disclosure that the Sponsor is not controlled by a non-U.S. person and that, to the best of the Company’s knowledge, other than the members holding an approximate 17.2% minority interest in the Sponsor, the Sponsor does not have substantial ties with any non-U.S. persons. With respect to the remaining 82.8% owned by U.S.

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persons on a look-through basis, tell us whether they have substantial ties with non-U.S. persons. 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.

We respectfully advise the Staff that to the best of our knowledge, none of the Sponsor members who are U.S. persons have substantial ties with non-U.S. persons on a look-through basis, and have revised the disclosure on pages 16 and 25 of the Proxy Statement accordingly.

Additionally, based on discussions with Staff, enclosed as Exhibit A is a redacted list of foreign investors in the sponsor.

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The Company has provided to the Staff, under separate cover on a confidential and supplemental basis, the names all foreign investors in the sponsor, as well as, to the extent that any such investors are entities, the names of the natural persons controlling such entities. Such materials are not, and will not be, filed with or deemed to be part of the Proxy Statement. A request for confidential treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 will also be made by Ellenoff

Grossman & Schole LLP on behalf of the Company.

***

We thank you for your review of the foregoing and the Proxy Statement. If you have further comments, please feel free to contact to our counsel, Barry Grossman, Esq., at bigrossman@egsllp.com or by telephone at (212) 370-1300.

Read in the reply ↗

We note your response to prior comment number 1. While the registration rights agreement referenced in your response contemplates a delay in the effectiveness of the resale registration statement there is no corresponding provision in the securities purchase agreement.

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In this regard, Section 2.3(b)(iii) contemplates the “concurrent” closing of the Business Combination and on the PIPE resale registration statement being declared effective no later than the closing of the Business Combination. Accordingly, please revise to provide prominent cautionary language and risk factor disclosure highlighting the risks associated with the parties needing to restructure the PIPE and the securities purchase agreements, and the consequences to the parties if the PIPE investors decline to proceed.

Digital World Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits our response to the oral comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission on August 24, 2022, regarding Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

(the “Proxy Statement”) submitted to the Commission on August 22, 2022.

Per discussions with the Staff, we have attached hereto as Exhibit A a changed-pages-only redline showing the proposed revisions to the Proxy Statement that the Company intends to make in the Definitive Proxy Statement to

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afford the Staff the ability to review such proposed language as soon as possible.

***

We thank you for your review of the foregoing and the Proxy Statement. If you have further comments, please feel free to contact to our counsel, Barry Grossman, Esq., at bigrossman@egsllp.com or by telephone at (212) 370-1300.

Read in the reply ↗

The quantified disclosure in this risk factor does not appear to be consistent with the terms of this offering or the assumptions provided. For example, it is not clear why you have assumed $5,000,001 for your initial business combination in the trust account given the other assumptions provided. Please revise or advise.

to the Staff’s comment, the Company has revised this risk factor on page 56. Read in the reply ↗

Please revise the fee table and footnotes to the fee table to reference the correct number of units and warrants being offered, including units which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any.

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For example, footnote 2 to the fee table does not appear to be accurate with respect to the units and redeemable warrants related to the over-allotment, and the fee table only reflects 12,650,000 warrants, which does not appear to include all warrants included as part of the 34,500,000 units.

to the Staff’s comment, the Company has revised the fee table and footnotes. Read in the reply ↗

Please revise your disclosure throughout your filing to clarify the amount of the deferred underwriting fee. For example, we note your disclosure on your prospectus cover page that $10,500,000 will be placed in the trust account, payable to the underwriters for deferred underwriting commissions. However, we also note your reference on page 19 to $3,750,000 in deferred underwriting commissions.

to the Staff’s comment, the Company has revised the disclosure on pages 19, 47, 56, 71, 72 and 77 to clarify the amount of the deferred underwriting fee. Read in the reply ↗

We note your revised disclosure that the allocations to the anchor investors will be determined by the underwriters. We also note your new risk factor disclosure that in the event that your units are concentrated in a limited number of anchor investors, you may not be able to meet the public distribution requirement, among others, of the Nasdaq initial listing standards.

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Please revise to clarify whether the allocation by the underwriters will be subject to satisfying Nasdaq initial listing requirements, including the minimum number of round lot holders. We may have additional comments.

We respectfully advise the Staff that we expect to meet the Nasdaq initial listing standards and will not close the offering unless our securities are approved for listing on Nasdaq. We have revised our disclosure in Amendment No. 5 to clarify that the concentration of units in a limited number of anchor investors may present a risk to our continued listing on Nasdaq given the limited public distribution, trading volume, volatility and liquidity of our securities resulting from such concentration. Read in the reply ↗

We note the second paragraph of the audit report refers to working capital deficit as of June 30, 2021. We also note the financial statements and notes to financial statements for the period ended June 30, 2021 are not labeled as unaudited. However, the audit opinion does not cover the financial statements for the period ended June 30, 2021.

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Please clarify and revise to provide an audit report consistent with the audited financial statements included in filing.

We respectfully advise the Staff that the financial statements as of and for the three months ended June 30, 2021 are unaudited. We have revised the financial statements in the Amendment No. 5 to reflect this and the audit report has been corrected to remove reference to June 30, 2021.

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, at wwang@egsllp.com or by telephone at (212) 370-1300. Read in the reply ↗

We note your response to prior comment one, and re-issue such comment. Please revise the prospectus to clarify whether the allocation by the underwriters will be subject to satisfying Nasdaq initial listing requirements, including the minimum number of round lot holders.

We respectfully advise the Staff that we have revised our disclosure in Amendment No. 6 to clarify that the allocation by the underwriters will be subject to satisfying Nasdaq initial listing requirements, including the minimum number of round lot holders.

We thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, at wwang@egsllp.com or by telephone at (212) 370-1300. Read in the reply ↗