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July 13, 2023
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 23, 2023
File No. 001-40779
Dear Eric Swider:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors
The success of the Business Combination depends in part..., page 21
1.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.  Please consider
updating this risk factor for any recent events that may impact the availability of the
services of any key persons of TMTG.
2.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.  Please expand your risk

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 July 13, 2023 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
July 13, 2023
Page 2
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.
General
3.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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence,
Matthew Derby, Legal Branch Chief, at (202) 551-3334, with any questions.  If you require
further assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Donahue