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United States securities and exchange commission logo
December 8, 2023
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave., #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 13, 2023
File No. 333-264965
Dear Eric Swider:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-4
Cover page
1.We note that certain shareholders have agreed to waive their redemption rights. Please
disclose any consideration provided in exchange for this agreement.
Questions and Answers
What vote is required to approve the proposals, page 18
2.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.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 2
What interests do TMTG’s current officers and directors have in the Business Combination?,
page 21
3.Disclose the amount (or range) of the transaction bonus to be paid to TMTG officers if the
merger is completed.
Summary of the Proxy Statement Prospectus
Trump Media and Technology Group, page 30
4.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.
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..., page 66
5.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 Combined Entity may be a "controlled company"..., page 83
6.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 approximately
55% of the total voting power of the Combined Entity's outstanding common stock. Please
revise or advise.
Risks Related to TMTG's Business, page 93
7.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.”
Risks Related to Our Chairman President Donald J. Trump
The terms of a license agreement with President Trump..., page 124
8.We note your statement that “On October 30, 2023, President Trump verbally affirmed

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 3
 FirstName LastNameEric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 3
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 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.
9.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.
Risks Related to Ownership of New Digital World Common Stock
New Digital World may redeem unexpired Public Warrants..., page 130
10.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.
Unaudited Pro Forma Condensed Combined Financial Information, page 137
11.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. 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.
12.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. Please clarify your disclosure on page 138 and
elsewhere, as applicable, and advise us.
Note 1. Description of the Merger, page 143
13.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.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 4
 FirstName LastNameEric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 4
Note 2 - Basis of Presentation, page 143
14.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.
The Business Combination Proposal (Proposal 1)
PIPE Investment, page 165
15.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.
The Business Combination Proposal (Proposal 1)
SEC Settlement in Principle, page 174
16.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. 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.
Description of negotiations by each of SPAC A, SPAC B, and Digital World with TMTG, page
175
17.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.
Digital World's Reasons for the Business Combination, page 187
18.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 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

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 5
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 5
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.
19.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 recommend the
Business Combination. Please make similar revisions to your discussion in the summary
of the proxy statement/prospectus.
20.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.
21.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. 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.
22.Please briefly describe the changes to TMTG’s business plan and financial model
subsequent to October 2021.
Digital World's Management, page 218
23.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.
Information about TMTG
Company Growth Strategy, page 231
24.Please briefly describe the technology that you aim to acquire and incorporate into
your product offerings.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 6
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 6
License Agreement, page 233
25.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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
TMTG, page 241
26.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. 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
TMTG
Overview, page 241
27.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.

Key Factors Affecting Results of Operations
Growth in User Base, page 243
28.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 user;
•ad impressions and price per ad; and
•activated and active user accounts such as monthly active users and daily active
users.
Results of Operations, page 247
29.Please provide a discussion and analysis of TMTG's financial condition and results of

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 8, 2023 Page 7
 FirstName LastNameEric Swider
Digital World Acquisition Corp.
December 8, 2023
Page 7
operations for the years ended December 31, 2022, and 2021. Refer to Item 303(b) of
Regulation S-K.
Change in the Fair Value of Derivative Liabilities, page 250
30.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.
Critical Accounting Policies and Significant Management Estimates, page 255
31.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.
Certain Relationships and Related Party Transactions
License Agreement, page 297
32.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.
Digital World Acquisition Corp.
For the 12 Months Ended December 31, 2022 and December 31, 2021
Report of Indepe