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February 13, 2024
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave., #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed February 12, 2024
File No. 333-264965
Dear Eric Swider:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Transaction Accounting Adjustments to the Unaudited Pro Forma Combined Balance
Sheet as of September 30, 2023, page 153
1.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.
2.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.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 February 13, 2024 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
February 13, 2024
Page 2
Trump Media & Technology Group Corp. Financial Statements
Consolidated Statement of Operations, page FF-21
3.Please remove the amount of reported gross profit for the twelve month period
ended December 31, 2021.
Note 2. Restatement of Previously Issued Financial Statements, page FF-24
4.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. 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.
            Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brandon J. Bortner