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CORRESP
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CORRESP

 MEMORANDUM

date:

December 22, 2023

to:

 Joseph Cascarano

 Robert Littlepage

Austin Pattan

 Jeff Kauten

from:

 Brandon J. Bortner

 Telephone Number: 1(202) 551-1840

 brandonbortner@paulhastings.com

subject:

 Digital World Acquisition Corp.

 Amendment
No. 1 to Registration Statement on Form S-4

 Office of Technology

 Division
of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 Digital World Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed November 13, 2023

File No. 333-264965

Dear Joseph Cascarano, Robert Littlepage, Austin Pattan, and Jeff Kauten:

On behalf of Digital World Acquisition Corp., a Delaware corporation (“we” or “Company”), we submit to the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 8,
2023, regarding the Company’s Amendment No.1 to Registration Statement on Form S-4 filed with the Commission on November 13, 2023 (the “Amendment No. 1”). For
the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are filing Amendment No. 2 to
the Company’s Registration Statement on Form S-4 with the Commission through EDGAR (the “Amended Registration Statement”), which reflects the Company’s responses to the comments
received by the Staff and certain updated information. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement.

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.

 Response:

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

December 22, 2023

  Page
 2

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

 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.

Response:

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

 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.

 Response:

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

 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.

 Response:

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...,
page 66

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

December 22, 2023

  Page
 3

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.

 Response:

The Company acknowledges the Staff’s comment and has clarified the disclosure on pages 70, 89, 90 and 175 of the Amended Registration
Statement.

 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.

Response:

 The Company
acknowledges the Staff’s comment and has clarified the disclosure on pages 87 and 88 of the Amended Registration Statement.

 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.”

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 125, 242 and 253 of the Amended Registration Statement.

 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 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.

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

December 22, 2023

  Page
 4

 Response:

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

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.

Response:

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

 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.

 Response:

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

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.

Response:

 The Company
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.

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.

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

December 22, 2023

  Page
 5

 Response:

The Company acknowledges the Staff’s comment and has clarified the disclosure on pages 145 and 150 of the Amended Registration
Statement.

 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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 57, 59, 145 and 150 of the Amended Registration
Statement.

 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.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 150 of the Amended Registration Statement.

 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.

Response:

 The Company
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.

 The Business Combination Proposal (Proposal 1)

SEC Settlement in Principle, page 174

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

December 22, 2023

  Page
 6

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.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 182 through 185 of the Amended Registration Statement.

 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.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on page 190 of the Amended Registration Statement.

 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 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.

 Response:

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.

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

December 22, 2023

  Page
 7

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.

 Response:

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.

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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 39, 186 and 196 of the Amended Registration
Statement.

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 assumpti