SecProbe.io

February 20, 2025
Darryle Burnham
Chief Financial Officer
Newsmax Inc.
750 Park of Commerce Drive, Suite 100
Boca Raton, Florida 33487
Re:Newsmax Inc.
Offering Statement on Form 1-A
Filed February 7, 2025
File No. 024-12567
Dear Darryle Burnham:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering 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 offering 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 January 2, 2025 letter.
Offering Statement of Form 1-A
Risk Factors
Newsmax Media and the other Subsidiaries may be, and in the past have been, subject to
unfavorable litigation..., page 25
1.Please refer to prior comment 1 and disclose the identity of the commercial
counterparty with which you entered into the settlement agreement in March 2023 and
file the settlement agreement as an exhibit. We note that the settlement agreement was
to resolve claims prior to the commencement of litigation against Newsmax and does
not appear to be a contract made in the ordinary course of your business. We also note
that the company has a total of $34.6 million remaining under the payment schedule
through 2028 which appears material to the company.

February 20, 2025
Page 2
2.You disclose that Newsmax Media reached a settlement agreement with Smartmatic
on September 26, 2024, pursuant to which all claims will be released by Smartmatic
for consideration, including a cash amount of $40 million payable over time and the
issuance of a five year cash exercise warrant to purchase 2,000 shares of Series B
preferred stock at an exercise price of $5,000 per share.  Please disclose the timing of
the payment for the $40 million cash settlement and the amount that has been paid to
date.  Explain whether any of the proceeds of this offering will be used to pay the
settlement with Smartmatic.  File the settlement agreement as an exhibit.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488
if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Edward M. Welch