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June 13, 2024
Devin Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, Florida 34232
Re:Trump Media & Technology Group Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 10, 2024
Response dated May 28, 2024
File No. 333-278678
Dear Devin Nunes:
            We have reviewed your May 28, 2024 response to our comment letter and 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. Unless we note otherwise,
any references to prior comments are to comments in our May 21, 204 letter.
Amendment No. 1 to Registration Statement on Form S-1
Risk Factors
If TMTG fails to maintain an effective system of disclosure controls..., page 34
1.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 . . . [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.

 FirstName LastNameDevin Nunes
 Comapany NameTrump Media & Technology Group Corp.
 June 13, 2024 Page 2
 FirstName LastName
Devin Nunes
Trump Media & Technology Group Corp.
June 13, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 66
2.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. Please disclose when you expect to roll out each
of these three phases and when you expect to begin generating revenue from the platform.
Change in Registrant's Certifying Accountant, page 147
3.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, 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.
General
4.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. 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.
5.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 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.

 FirstName LastNameDevin Nunes
 Comapany NameTrump Media & Technology Group Corp.
 June 13, 2024 Page 3
 FirstName LastName
Devin Nunes
Trump Media & Technology Group Corp.
June 13, 2024
Page 3
            Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jon Talcott