SecProbe.io

CORRESP
 1
 filename1.htm

 Trump Media & Technology Group Corp.
 401 N. Cattlemen Rd., Ste. 200
 Sarasota, Florida 34232
 (941) 735-7346

 June 12, 2025

 VIA EDGAR

 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Lauren Pierce

 Jeff Kauten

 Re:

 Trump Media & Technology Group Corp.

 Registration Statement on Form S-3

 File No. 333-287813

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration of
 effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Friday, June 13, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Trump Media & Technology Group Corp.

 /s/ Scott Glabe

 Name: Scott Glabe

 Title: General Counsel

 cc:

 Nelson Mullins Riley & Scarborough LLP

 Jonathan H. Talcott

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 10, 2025

Devin Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, FL 34232

 Re: Trump Media & Technology Group Corp.
 Registration Statement on Form S-3
 Filed June 5, 2025
 File No. 333-287813
Dear Devin Nunes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Lauren Pierce at 202-551-3887 or Jeff Kauten at
202-551-3447 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jonathan H. Talcott
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Trump Media & Technology Group Corp.
 401 N. Cattlemen Rd., Ste. 200
 Sarasota, Florida 34232
 (941) 735-7346

 April 9, 2025

 VIA EDGAR

 Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Jeff Kauten

 Re:

 Trump Media & Technology Group Corp.

 Registration Statement on Form S-3

 File No. 333-286327

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration of effectiveness of the above referenced Registration
 Statement so that it will become effective at 4:00 p.m. ET on Friday, April 11, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Trump Media & Technology Group Corp.

 /s/ Scott Glabe

 Name: Scott Glabe

 Title: General Counsel

 cc:

 Nelson Mullins Riley & Scarborough LLP

 Jonathan H. Talcott

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Devin Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, FL 34232

 Re: Trump Media & Technology Group Corp.
 Registration Statement on Form S-3
 Filed April 2, 2025
 File No. 333-286327
Dear Devin Nunes:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jon Talcott
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Trump Media & Technology Group Corp.

    401 N. Cattlemen Rd., Ste. 200

    Sarasota, Florida 34232

    (941) 735-7346

    September 3, 2024

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jeff Kauten

            Re:

            Trump Media & Technology Group Corp.

            Registration Statement on Form S-1

            File No. 333-281761

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration of effectiveness of the above referenced Registration
      Statement so that it will become effective at 4:00 p.m. ET on Thursday, September 5, 2024, or as soon as practicable thereafter.

            Very truly yours,

            Trump Media & Technology Group Corp.

            /s/ Scott Glabe

            Scott Glabe

            General Counsel

            cc:

            Nelson Mullins Riley & Scarborough LLP

            Jon Talcott

August 30, 2024
Devin Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, FL 34232
Re:Trump Media & Technology Group Corp.
Registration Statement on Form S-1
Filed August 23, 2024
File No. 333-281761
Dear Devin Nunes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jon Talcott

CORRESP
1
filename1.htm

    Trump Media & Technology Group Corp.

      401 N. Cattlemen Rd., Ste. 200

      Sarasota, Florida 34232

    July 15, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jeffrey Kauten

            Re:

            Trump Media & Technology Group Corp.

            Registration Statement on Form S-1

            File No. 333-280691

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration
      of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Monday, July 15, 2024, or as soon as practicable thereafter.

            Very truly yours,

            Trump Media & Technology Group Corp.

            /s/ Scott Glabe

            Scott Glabe

            General Counsel and Secretary

            cc:

            Nelson Mullins Riley & Scarborough LLP

            Jonathan Talcott

CORRESP
1
filename1.htm

  Trump Media & Technology Group Corp.

      401 N. Cattlemen Rd., Ste. 200

      Sarasota, Florida 34232

    July 12, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Jeffrey Kauten

            Re:

            Trump Media & Technology Group Corp.

            Registration Statement on Form S-1

            File No. 333-280691

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration
      of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, July 16, 2024, or as soon as practicable thereafter.

            Very truly yours,

            Trump Media & Technology Group Corp.

            /s/ Scott Glabe

            Scott Glabe

            General Counsel and Secretary

            cc:

            Nelson Mullins Riley & Scarborough LLP

            Jonathan Talcott

July 12, 2024
Devin G. Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, FL 34232
Re:Trump Media & Technology Group Corp.
Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-280691
Dear Devin G. Nunes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. 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.
            Please contact Jeff Kauten at 202-551-3447 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jon Talcott

CORRESP
1
filename1.htm

    Trump Media & Technology Group Corp.

      401 N. Cattlemen Rd., Ste. 200

      Sarasota, Florida 34232

    June 18, 2024

    VIA EDGAR

    Division of Corporation Finance

    Office of Technology

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attention:

            Lauren Pierce

            Jeffrey Kauten

            Re:

            Trump Media & Technology Group Corp.

            Registration Statement on Form S-1

            File No. 333-278678

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Trump Media & Technology Group Corp. hereby requests acceleration
      of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, June 18, 2024, or as soon as practicable thereafter.

            Very truly yours,

            Trump Media & Technology Group Corp.

            /s/ Scott Glabe

            Scott Glabe

            General Counsel and Secretary

            cc:

            Nelson Mullins Riley & Scarborough LLP

            Jonathan Talcott

United States securities and exchange commission logo
June 17, 2024
Devin Nunes
Chief Executive Officer
Trump Media & Technology Group Corp.
401 N. Cattlemen Rd., Ste. 200
Sarasota, FL 34232
Re:Trump Media & Technology Group Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 14, 2024
File No. 333-278678
Dear Devin Nunes:
            We have reviewed your amended registration statement and have the following comment.
            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 June 13, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
The terms of a license agreement..., page 47
1.We note your response to prior comment 5. Please revise the header of this risk factor to
clarify that the license agreement provides sole discretion to President Donald J. Trump
regarding whether he must post on Truth Social before other social media platforms, and
that the Company lacks any meaningful remedy if it disagrees. Please also revise the body
of your risk factor to provide, as an example, the June 2024 video posts to a Company
competitor platform.

 FirstName LastNameDevin Nunes
 Comapany NameTrump Media & Technology Group Corp.
 June 17, 2024 Page 2
 FirstName LastName
Devin Nunes
Trump Media & Technology Group Corp.
June 17, 2024
Page 2
            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

CORRESP
1
filename1.htm

            NELSON MULLINS RILEY & SCARBOROUGH LLP

            ATTORNEYS AND COUNSELORS AT LAW

            Jonathan H. Talcott

            T 202.689.2806

            jon.talcott@nelsonmullins.com

            101 Constitution Avenue, NW | Suite 900

            Washington, DC 20001

            T 202.689.2800  F 202.689.2860

            nelsonmullins.com

    June 17, 2024

    Via Electronic Transmission

    Lauren Pierce

    Jeffrey Kauten

    Office of Technology

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Trump Media & Technology Group Corp.

    Amendment No. 2 to Registration Statement on Form S-1

    Filed June 14, 2024

    File No. 333-278678

    Dear Lauren Pierce and Jeffrey Kauten:

    On behalf of Trump Media & Technology Group 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
      June 17, 2024, regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on June 14, 2024 (the “Amendment No. 2”).  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. 3 to the Company’s Registration Statement on Form S-1
      with the Commission through EDGAR (the “Amendment No. 3”), which reflects the Company’s responses to the comments received by the Staff.  All page references in the responses set forth below refer to page
      numbers in the Amendment No. 3.

    Amendment No. 2 to the Registration Statement on Form S-1 filed June 14, 2024

    Risk Factors

    The terms of a license agreement..., page 47

          1.

            We note your response to prior comment 5. Please revise the header of this risk factor to clarify that the license agreement provides sole discretion to President Donald J. Trump regarding whether he must post
                on Truth Social before other social media platforms, and that the Company lacks any meaningful remedy if it disagrees. Please also revise the body of your risk factor to provide, as an example, the June 2024 video posts to a Company
                competitor platform.

    Response:

    The Company acknowledges the Staff’s comment and has updated its disclosure on pages 11 and 47 to Amendment No. 3.

    *                   *                   *                   *

    If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.

    Thank you for your time and attention.

            Sincerely,

            /s/ Jonathan H. Talcott

            Jonathan H. Talcott

            Nelson Mullins Riley & Scarborough LLP

              cc:

              Scott Glabe, General Counsel

CORRESP
1
filename1.htm

              Jonathan H. Talcott

              T 202.689.2806

              jon.talcott@nelsonmullins.com

              NELSON MULLINS RILEY & SCARBOROUGH LLP

              ATTORNEYS AND COUNSELORS AT LAW

                101 Constitution Avenue, NW | Suite 900

                Washington, DC 20001

                T 202.689.2800  F 202.689.2860

                nelsonmullins.com

    June 14, 2024

    Via Electronic Transmission

    Lauren Pierce

    Jeffrey Kauten

    Office of Technology

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Trump Media & Technology Group Corp.

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

              Filed June 10, 2024

              File No. 333-278678

    Dear Lauren Pierce and Jeffrey Kauten:

    On behalf of Trump Media & Technology Group 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 June 13, 2024, regarding the Company’s Amendment No. 1 to the Registration Statement on Form S-1 filed with the Commission on June 10, 2024 (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-1 with the Commission through EDGAR (the “Amendment No. 2”), 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 Amendment
      No. 2.

    Amendment No. 1 to the Registration Statement on Form S-1 filed June 10, 2024

    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.

    Response:

    The Company acknowledges the Staff’s comment and has updated its disclosure on page 35 of Amendment No. 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.

    Response:

    The Company acknowledges the Staff’s comment and has updated its disclosure on pages 48, 67 and 91, including
      the addition of a new risk factor related to the additional information about the preliminary timeline the Company provided.

      2

    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.

    Response:

    The Company acknowledges the Staff’s comment and has updated its disclosure on page 149 of Amendment No. 2.

    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.

    Response:

    The Company notes the Staff’s comment and respectfully advises the Staff that lifting any lock-up restrictions
      prior to the stated lock-up expiration would require the waiver of such provisions under the applicable documents (i.e., the Amended Charter, Lock-Up Agreements and Lock-Up and Support Letter). The Company further advises the Staff that (i) the
      Amended Charter does not provide for waiver of its Lock-Up Trading Restrictions, which are applicable to certain of TMTG’s pre-Business Combination equity holders, including President Trump and (ii) a waiver of the of the Lock-Up Trading Restrictions
      under the (A) Lock-Up Agreements applicable to President Trump and certain other equity holders of the Company (other than ARC) requires the prior consent of TMTG, Eric Swider, Digital World’s former Chief Executive Officer and current member of
      TMTG’s board of directors, and the locked-up party thereunder and (B) Lock-Up and Support Letter applicable to ARC requires the prior consent of all of the parties thereunder, including Eric Swider, Digital World’s former Chief Executive Officer and
      current member of TMTG’s board of directors. The Company also respectfully advises the Staff that it has no plans or agreements, tacit or explicit, with respect to the early release of shares subject to Lock-Up Trading Restrictions. The Company has
      revised the disclosure on pages 79, 99, 120 and 132 of Amendment No. 2 in response to the Staff’s comment.

      3

              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.

    Response:

    The Company acknowledges the Staff’s comment and respectfully informs the Staff that the referenced provision
      has not been waived and that any video posts on other platforms in June 2024 were Political Related Posts (as that term is defined in the Second Amended & Restated License, Likeness, Exclusivity, and Restrictive Covenant Agreement dated February
      2, 2024) initiated by President Trump’s campaign and consistent with President Trump’s obligations to the Company.1

    Additionally, the Company is not aware of any economic detriment associated with such posts.

    The Company has revised the disclosure on page 47 of Amendment No. 2 in response to the Staff’s comment to
      note the risk that President Trump may broadly construe the definition of Political Related Posts.

    *                   *                   *                   *

    1 See, e.g., "Trump once backed a TikTok ban. Now he's joined the app as he
        races Biden for young voters." Business Insider, June 2, 2024. Accessed June 13, 2024. https://www.businessinsider.com/trump-tiktok-social-media-app-young-voters-biden-2024-6 (quoting a Trump campaign spokesman regarding a post on a prominent video
        platform as follows: “We will leave no front undefended and this represents the continued outreach to a younger audience consuming pro-Trump and anti-Biden content.”)

      4

    If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.

    Thank you for your time and attention.

              Sincerely,

              /s/ Jonathan H. Talcott

              Jonathan H. Talcott

                Nelson Mullins Riley & Scarborough LLP

              cc:

                Scott Glabe, General Counsel

      5

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

            NELSON MULLINS RILEY & SCARBOROUGH LLP

            ATTORNEYS AND COUNSELORS AT LAW

            Jonathan H. Talcott

            T 202.689.2806

            jon.talcott@nelsonmullins.com

            101 Constitution Avenue, NW | Suite 900

            Washington, DC 20001

            T 202.689.2800  F 202.689.2860

            nelsonmullins.com

    June 10, 2024

    Via Electronic Transmission

    Lauren Pierce

    Jeffrey Kauten

    Office of Technology

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Trump Media & Technology Group Corp.

              Registration Statement on Form S-1

              Filed April 15, 2024

              File No. 333-278678

    Dear Lauren Pierce and Jeffrey Kauten:

    On behalf of Trump Media & Technology Group Corp., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) this letter notifying the Staff that, as stated in the Company’s May 28, 2024 letter to the Commission (the “May Letter”)
      setting forth the Company’s responses to the comments contained in the Staff’s letter dated May 21, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-1 filed with the
      Commission on April 15, 2024 (the “Registration Statement”), today the Company is filing Amendment No. 1 to the Company’s Registration Statement on Form S-1 with the Commission through EDGAR (the “Amended Registration Statement”), which includes revisions made to the Registration Statement in response to the Staff’s comments in the Comment Letter as well as additional changes required to update the
      disclosure contained in the Registration Statement, as set forth in greater detail in the May Letter. As described in the May Letter, the Amended Registration Statement also includes the re-audited financial statements of Private TMTG for fiscal
      years ended December 31, 2023 and 2022 by the Company’s new auditor.

    *                   *                   *                   *

    Lauren Pierce

    Jeffrey Kauten

    Office of Technology

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    June 10, 2024

    Page 2

    If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.

    Thank you for your time and attention.

            Sincerely,

            /s/ Jonathan H. Talcott

            Jonathan H. Talcott

            Nelson Mullins Riley & Scarborough LLP

              cc:

              Scott Glabe, General Counsel

CORRESP
1
filename1.htm

              NELSON MULLINS RILEY & SCARBOROUGH LLP

              ATTORNEYS AND COUNSELORS AT LAW

              Jonathan H. Talcott

              T 202.689.2806

              jon.talcott@nelsonmullins.com

              101 Constitution Avenue, NW | Suite 900

              Washington, DC 20001

              T 202.689.2800  F 202.689.2860

              nelsonmullins.com

    May 28, 2024

    Via Electronic Transmission

    Lauren Pierce

    Jeffrey Kauten

    Office of Technology

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Trump Media & Technology Group Corp.

              Registration Statement on Form S-1

              Filed April 15, 2024

              File No. 333-278678

    Dear Lauren Pierce and Jeffrey Kauten:

    On behalf of Trump Media & Technology Group 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 May 21, 2024, regarding the Company’s Registration Statement on Form S-1 filed with the Commission on April 15, 2024 (the “Registration Statement”).  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.  We also
      respectfully advise the Staff that, once the Company’s new auditor completes its audit of the financial statements for the fiscal years ended December 31, 2023 and 2022, the Company intends to file Amendment No. 1 to the Company’s Registration
      Statement on Form S-1 with the Commission through EDGAR (the “Amended Registration Statement”), which, to the extent the Company’s response to a comment
      below includes proposed revisions to disclosure, such proposals relate to the proposed revisions to the Registration Statement to be reflected in the Amended Registration Statement.  All page references in the responses set forth below refer to page
      numbers in the Registration Statement.

      California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts |
        Minnesota

      New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West
        Virginia

      Lauren Pierce

      Jeffrey Kauten

      Office of Technology

      Division of Corporation Finance

      U.S. Securities and Exchange Commission

      May 28, 2024

      Page 2

    Registration Statement on Form S-1

    Cover page

              1.

              Please disclose that the shares issued as compensation were issued without the payment of any additional consideration or advise.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it
      intends to revise the disclosure contained on the cover page of the Amended Registration Statement as shown in numerals (iv) and (v) of the “Cover Page” section set forth in Annex A.

    Risk Factors

    If TMTG fails to maintain an effective system of disclosure controls..., page 35

              2.

              We note your statement that you may not be able to timely file reports required by the Exchange Act.  We also note that you did not
                  timely file Forms 10-Q for the quarters ended March 31, June 30, or September 30, 2023.  Update and revise your risk factor to state that you did not timely file reports and that you may not be able to file timely in the future.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it
      intends to revise the disclosure contained on pages 36 and 59 as set forth in Annex A.  In addition, the Company respectfully directs the Staff’s attention to the text of the Staff’s Compliance and Disclosure Interpretations No. 135.03, which states
      in relevant part that:

    “Rule 12b-25 provides that an annual or quarterly report shall be deemed timely filed if a Form 12b-25 making certain specified
      representations is filed no later than one business day after the due date of the annual or quarterly report, and the report itself is filed no later than fifteen or five calendar days, respectively, after the due date.”

    As the Company timely filed a Form 12b-25 and filed its Form 10-Q for the period ending March 31, 2024 within the prescribed five
      calendar day deadline after the initial due date of the Form 10-Q, the Form 10-Q is deemed to be timely filed.  As such, the Company respectfully advises the Staff that it did not list such Form 10-Q in the revised disclosure shown on pages 36 and 56
      in Annex A as no such disclosure is necessary.

    Lauren Pierce

        Jeffrey Kauten

        Office of Technology

        Division of Corporation Finance

        U.S. Securities and Exchange Commission

        May 28, 2024

        Page 3

        Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 74

              3.

              Please expand your discussion here to
                    reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales
                    could impact the market price of the company’s common stock.  Your discussion should highlight the fact that your two largest selling stockholders, beneficial owners of over 70% of your outstanding shares, will be able to sell all of
                    their shares for so long as the registration statement of which this prospectus forms a part is available for use.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it
      intends to revise the disclosure contained on page 85 as set forth in Annex A.

              4.

              Please tell us why you are registering
                    the shares held by ARC and the Locked-up Shares at this time when they are subject to lock-up restrictions during the Lock-up Period.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, unlike an initial public offering where a
      180-day lock-up generally expires at a time where Rule 144 is available to affect a transfer by an issuer’s pre-IPO shareholders, Rule 144 will be unavailable to shareholders prior to the one year anniversary of the completion of the Company’s
      initial business combination.  The applicable lock-ups will expire no later than six months from the closing of the Company’s initial business combination and, as a result of contractual registration requirements as well as from an efficiency
      standpoint, the Company is registering for resale shares currently subject to lock-up so that, upon lock-up expiration, the resale of such shares will have been registered pursuant to a then-effective registration statement without needing to file a
      separate registration statement.  The Company further advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on page 85 as set forth in Annex A in the second paragraph of the “Other Equity Financing”
      section indicated thereunder.

    Plan of Distribution, page 146

              5.

              We note your disclosure on page 147 that your selling securityholders may sell their securities in one or more underwritten offerings
                  on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective
                  amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S‑K.

    Response:

    The Company acknowledges the Staff’s comment and confirms its
        understanding that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information.  In addition,
        the Company respectfully advises the Staff that, in response to the Staff’s comment, it intends to revise the disclosure contained on page 149 as set forth in Annex A.

    Lauren Pierce

        Jeffrey Kauten

        Office of Technology

        Division of Corporation Finance

        U.S. Securities and Exchange Commission

        May 28, 2024

        Page 4

    General

              6.

              We note you are attempting to register
                    the issuance of shares underlying securities that were originally issued in private transactions.  Since the issuances of common stock
                    are derivative of securities that were offered and sold in private transactions, it is not appropriate to register the issuances of common stock.  If these securities remain a part of this registration statement, you should revise to
                    register the resale of the common stock.  For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretation 139.09.

    Response:

    The Company acknowledges the Staff’s comment and respectfully advises the Staff that, in response to the Staff’s comment, it
      intends to revise the disclosure contained on the cover page and pages 13-14 and 146 as set forth in Annex A to remove the registration of the issuance of 7,116,251 shares of Common Stock underlying the private placement warrants in response to the
      Staff’s comment in accordance with the guidance set forth in Securities Act Compliance and Disclosure Interpretation 139.09 and instead register the offer and resale of such underlying shares of Common Stock.

              7.

              On May 3, 2024, the Commission entered
                    into an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner
                    Benjamin F. Borgers CPA (individually and together “BF Borgers”) (https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf).  The Order denies BF Borgers the privilege of appearing or practicing before the Commission as an accountant.  As a result, BF Borgers may not participate
                    in or perform the audit or review of financial information included in Commission filings, issue audit reports included in Commission filings, provide consents with respect to audit reports, or otherwise appear or practice before the
                    Commission.  Any issuer with a pending registration statement that contains or incorporates by reference financial information audited or reviewed by BF Borgers would need to file a pre-effective amendment to include financial
                    information audited or reviewed, as applicable, by a qualified, independent accountant that is permitted to appear or practice before the Commission.

    Response:

    The Company acknowledges the Staff’s comment and advises that the Company that Amendment No. 1 to the Registration Statement will
      include an audit opinion from the Company’s new audit firm, Semple, Marchal & Cooper, LLP, covering the fiscal years ended December 31, 2023 and 2022.

    *                   *                   *                   *

    Lauren Pierce

        Jeffrey Kauten

        Office of Technology

        Division of Corporation Finance

        U.S. Securities and Exchange Commission

        May 28, 2024

        Page 5

    If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.

    Thank you for your time and attention.

              Sincerely,

              /s/ Jonathan H. Talcott

              Jonathan H. Talcott

              Nelson Mullins Riley & Scarborough LLP

    cc:          Scott Glabe,
          General Counsel

    Annex A

    Cover Page

    TRUMP MEDIA & TECHNOLOGY GROUP CORP.

    Up to 21,491,25114,375,000 Shares of Common Stock Issuable Upon the Exercise of Public Warrants

    Up to 146,108,680 Shares of Common Stock

    Up to 4,061,251 Warrants to Purchase Common Stock

    This prospectus relates to the issuance by
        us of up to an aggregate of 21,491,25114,375,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”), which consist of (i) 566,742 shares of Common Stock  that are issuable upon the exercise of warrants (the “Public Warrants”) originally issued to ARC Global Investments II, LLC (“ARC”) in a private placement in connection within the initial
        public offering of Digital World Acquisition Corp. (“DWAC” or “Digital World”) (the “Placement Warrants”), (ii) up to 369,509 shares of Common Stock that are issuable upon the exercise of warrants originally issued in connection with the conversion of Digital World Convertible Notes (as defined below), immediately
          prior to the consummation of the Business Combination (as defined below) (the “Convertible Note Post IPO Warrants”), (iii) up to 3,055,000 shares of Common Stock that are issuable upon the exercise of warrants originally issued in connection with Digital World Alternative
          Warrants (as defined below), (iv) up to 3,125,000 shares of Common Stock that are issuable upon the exercise of warrants to be issued in connection with the conversion of Digital World Alternative Financing Notes (as defined below) (the “Alternative Financing Notes Post IPO Warrants” and, together with the Convertible Note Post IPO Warrants and the Digital World Alternative Warrants, the “Post IPO Warrants”), and (v) up to 14,375,000 shares of Common Stock that are issuable upon the exercise of
          warrants originally issued in the initial public offering of DWAC (the “Public Warrants” and, together with the Placement
          Warrants and the Post IPO Warrants, the “Warrants”). We will receive the proceeds from any exercise of the Warrants for cash..

    This prospectus also relates to the offer
        and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling
        Securityholders”) of (a) up to an aggregate of 146,108,680 shares of Common Stock (the “Resale Securities”), consisting of (i) 1,133,484 shares of Common Stock originally issued to ARC (the “Placement Shares”) originally issued to ARC Global Investments II, LLC (“ARC”)  in a private
        placement in connection with the initial public offering of Digital World at a price of $10.00 per unit, each unit consisting of one share of Common Stock and half a warrant exercisable at $11.50 per share of Common Stock (the “Digital World Convertible Units”), (ii) up
        to 14,316,050 shares of Common Stock originally issued as Founder Shares (as defined below) to ARC in connection with the initial public offering of DWAC at a price of $0.0017 per share, which share amount assumes a conversion ratio (2.0:1) pending
        litigation and/or out of court agreement between TMTG and ARC and consists of (x) 10,980,000 shares of Common Stock held by ARC (including 3,579,480 shares of Common Stock being held in the escrow pending the litigation); (y) 95,000 shares of
        Common Stock transferred to certain Selling Securityholders by ARC for no consideration (including 30,970 shares of Common Stock being held in the escrow pending the litigation) and (z) 3,241,050 shares of Common Stock transferred to certain
        Selling Securityholders by ARC for an approximate price of $0.0029 (including 1,056,582 shares of Common Stock being held in the escrow pending the litigation) (collectiv

United States securities and exchange commission logo
May 21, 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.
Registration Statement on Form S-1
Filed April 15, 2024
File No. 333-278678
Dear Devin Nunes:
            We have conducted a limited review of 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.
Registration Statement on Form S-1
Cover page
1.Please disclose that the shares issued as compensation were issued without the payment of
any additional consideration or advise.
Risk Factors
If TMTG fails to maintain an effective system of disclosure controls..., page 35
2.We note your statement that you may not be able to timely file reports required by the
Exchange Act. We also note that you did not timely file Forms 10-Q for the quarters
ended March 31, June 30, or September 30, 2023. Update and revise your risk factor to
state that you did not timely file reports and that you may not be able to file timely in the
future.

 FirstName LastNameDevin Nunes
 Comapany NameTrump Media & Technology Group Corp.
 May 21, 2024 Page 2
 FirstName LastName
Devin Nunes
Trump Media & Technology Group Corp.
May 21, 2024
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
74
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that your two largest selling stockholders, beneficial owners of over
70% of your outstanding shares, will be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use.
4.Please tell us why you are registering the shares held by ARC and the Locked-up Shares
at this time when they are subject to lock-up restrictions during the Lock-up Period.
Plan of Distribution, page 146
5.We note your disclosure on page 147 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
General
6.We note you are attempting to register the issuance of shares underlying securities that
were originally issued in private transactions. Since the issuances of common stock are
derivative of securities that were offered and sold in private transactions, it is not
appropriate to register the issuances of common stock. If these securities remain a part of
this registration statement, you should revise to register the resale of the common
stock. For guidance, refer to Securities Act Sections Compliance and Disclosure
Interpretation 139.09.
7.On May 3, 2024, the Commission entered into an order instituting settled administrative
and cease-and-desist proceedings against BF Borgers CPA PC and its sole audit partner
Benjamin F. Borgers CPA (individually and together "BF Borgers")
(https://www.sec.gov/files/litigation/admin/2024/33-11283.pdf). The Order denies BF
Borgers the privilege of appearing or practicing before the Commission as an accountant.
As a result, BF Borgers may not participate in or perform the audit or review of financial
information included in Commission filings, issue audit reports included in Commission
filings, provide consents with respect to audit reports, or otherwise appear or practice
before the Commission. Any issuer with a pending registration statement that contains or
incorporates by reference financial information audited or reviewed by BF Borgers would
need to file a pre-effective amendment to include financial information audited or
reviewed, as applicable, by a qualified, independent accountant that is permitted to appear
or practice before the Commission.

 FirstName LastNameDevin Nunes
 Comapany NameTrump Media & Technology Group Corp.
 May 21, 2024 Page 3
 FirstName LastName
Devin Nunes
Trump Media & Technology Group Corp.
May 21, 2024
Page 3
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

CORRESP

 MEMORANDUM

date:

February 14, 2024

to:

 Austin Pattan

 Jeffrey Kauten

from:

 Brandon J. Bortner

 Telephone Number: 1(202) 551-1840

 brandonbortner@paulhastings.com

subject:

 Digital World Acquisition Corp.

 Amendment
No. 6 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. 6 to Registration Statement on Form S-4

Filed February 14, 2024

File No. 333-264965

Gentlemen:

 Pursuant to my discussion with
Austin Pattan and Jeffrey Kauten of the Division of Corporation Finance on February 14, 2024, Digital World Acquisition Corp., a Delaware corporation (the “Company”), is hereby submitting to the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) as correspondence the marked pages set forth on Exhibit A hereto showing changes included in Amendment No. 6 to the Company’s
Registration Statement on Form S-4, as filed with the Commission on February 14, 2024 (the “Amended Registration Statement”). These changes are intended to be responsive to the questions
posed and requests made by the Staff during our call on February 14, 2024.

 The Company respectfully requests that the Staff review
the filed correspondence in advance of the Company filing its request for acceleration of effectiveness of the Amended Registration Statement on or prior to 5:30 pm EST today. The Company appreciates the Staff’s willingness to accommodate the
Company’s desire to have the Amended Registration Statement declared effective at or prior to such time.

 If you have any questions
regarding this submission, please contact Brandon Bortner at 202-551-1840 or Gil Savir
at 770-878-2696

 Paul Hastings LLP | 2050 M Street,
N.W. | Washington, DC 20036

 t: +1.202.551.1700 | www.paulhastings.com

 TO: Austin Pattan; Jeff Kauten

February 14, 2024

 Page 2

Thank you for your time and attention.

Sincerely,

 /s/ Brandon J.
Bortner

 Brandon J. Bortner

of PAUL HASTINGS LLP

 EXHIBIT A

 RIDER A TO CORRESPONDENCE LETTER PASTED BELOW EXHIBIT A Changes within Proxy Statement/Prospectus of Amended Registration Statement
Correcting Inadvertent Error in Shares under Proposal, Pages 14, 47 and 224 Clarifications Regarding Independent Advisor Page 5 Page 18

 Page 43 Page 44

 Page 67 Page 201 Page 202

 Changes within Exhibit Index of Amended Registration Statement Exhibit 99.10

 Exhibit 99.10

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

February 14, 2024

 Page 3

EXHIBIT A

Background of the Business Combination

The Board’s Reasons for Approval of the Business Combination

CORRESP
1
filename1.htm

CORRESP

 VIA EDGAR SUBMISSION

date:

February 14, 2024

to:

 Joseph Cascarano

 Robert Littlepage

Austin Pattan

 Jeffrey Kauten

from:

 Brandon J. Bortner

 Telephone Number: 1(202) 551-1840

 brandonbortner@paulhastings.com

subject:

 Digital World Acquisition Corp.

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

Filed February 12, 2024

File No. 333-264965

Dear Messrs. Cascarano, Littlepage, Pattan, and 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 February 13,
2024, regarding the Company’s Amendment No. 4 to Registration Statement on Form S-4 filed with the Commission on February 12, 2024 (the “Amendment
No. 4”). 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. 5 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. 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

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

February 14, 2024

  Page
 2

pro forma statements of operations including any interest, beneficial conversion features, and any costs incurred in the settlement of the terminated PIPE Investment.

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that the Company has disclosed in footnotes (L) and (M) the terms of the convertible notes and warrants, including the conversion features. In addition, the Company has
revised its pro forma disclosure to give effect to the cost of these borrowings, including any interest and beneficial conversion features. The Company respectfully advises the Staff that there were no determinable additional costs incurred in
settlement of the terminated PIPE. Please see pages 148, 149, 150, 151, 154, 155 of the Amended Registration Statement.

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.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the unaudited pro forma condensed combined balance
sheet have been updated to reflect the full issuance of up to $65,000,000 in TMTG Convertible Notes and up to $65,000,000 in Digital World Convertible Notes. The Company respectfully advises the Staff that it has also revised the table and
corresponding footnotes beginning on page 154 of the Amended Registration Statement to better identify the debt/equity instruments, and describe the pro forma effect of the issuances, including terms and features of such instruments in the related
footnotes.

 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.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the inclusion of gross profit was a scrivener error
and it has removed the amount of reported gross profit for the twelve month period ended December 31, 2021 on page FF-21.

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.

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

February 14, 2024

  Page
 3

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that TMTG’s management did identify a material
weakness in internal controls over financial reporting in connection with the referenced restatement. The Company has revised the referenced disclosure as well as included a related risk factor. Please see pages 52, 120, 121 and 281 of the Amended
Registration Statement.

 *    *    *    *

If you have any questions regarding this submission, please contact Brandon Bortner
at 202-551-1840 or Gil Savir at 770-878-2696

Thank you for your time and attention.

Sincerely,

 /s/ Brandon J.
Bortner

 Brandon J. Bortner

of PAUL HASTINGS LLP

CORRESP
1
filename1.htm

CORRESP

 Digital World Acquisition Corp.

3109 Grande Ave., #450

 Miami,
Florida 33133

 February 14, 2024

 VIA EDGAR
CORRESPONDENCE

 Office of Technology

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Joseph Cascarano

 
 Robert Littlepage

 
 Austin Pattan and

 
 Jeffrey Kauten

Re:
 Digital World Acquisition Corp.

 
 Amendment No. 6 to Registration Statement on Form S-4

 
 Filed February 14, 2024

 
 Filed No. 333-264965 (the “Registration
Statement”)

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

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Digital World Acquisition Corp. (the “Company”)
hereby requests that the effectiveness of the Registration Statement be accelerated so that the Registration Statement will become effective on February 14, 2024 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable or at such
later time as the Company may orally request via telephone call to the staff of the Commission. The Company hereby authorizes Brandon J. Bortner of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Please call Brandon Bortner of Paul Hastings LLP at (202) 551-1840 (brandonbortner@paulhastings.com) to provide notice of the effectiveness of
the Registration Statement, or if you have any other questions or concerns regarding this matter.

Very truly yours,

DIGITAL WORLD ACQUISITION CORP.

By: 

/s/ Eric Swider

Name: Eric Swider

Title: Chief Executive Officer

cc:
 Brandon J. Bortner, Esq.

Paul Hastings LLP

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

CORRESP

 MEMORANDUM

date:

February 12, 2024

to:

 Joseph Cascarano

 Robert Littlepage

Austin Pattan

 Jeffrey Kauten

from:

 Brandon J. Bortner

 Telephone Number: 1(202) 551-1840

 brandonbortner@paulhastings.com

subject:

 Digital World Acquisition Corp.

 Amendment
No. 3 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. 3 to Registration Statement on Form S-4

Filed January 22, 2024

File No. 333-264965

Dear Joseph Cascarano, Robert Littlepage, Austin Pattan, and Jeffrey 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 February 1,
2024, regarding the Company’s Amendment No. 3 to Registration Statement on Form S-4 filed with the Commission on January 22, 2024 (the “Amendment
No. 3”). 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. 4 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. 3 to Registration Statement on Form S-4

Cover page

1.
 We note that you intend to rely on the controlled company exemption under the Nasdaq corporate governance
standards. Please revise to highlight your reliance on the exemption and provide a cross-reference to the related risk factor disclosure.

Response:

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

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

February 12, 2024

  Page
 2

 Background of the Business Combination

Timeline of the Business Combination Post-IPO Negotiations, page 180

2.
 We note your response to our prior comment 1. We further note your statement on page 190 that “the SPAs
with the remaining PIPE Investors were terminated in full as the requirement that the resale registration statement be declared effective prior to Closing (the “Effective Registration Closing Condition”) could not be fulfilled based on
correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022 and such remaining PIPE Investors were not willing to waive the Effective Registration Closing Condition.” Please revise to make clear that because the
closing conditions in the SPAs requiring that the privately-placed shares be registered for resale prior to the closing of the business combination were not consistent with the requirements of Section 5 of the Securities Act of 1933, the
parties were unable to satisfy the closing conditions.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 193 of the Amended Registration Statement.

The Board’s Reasons for Approval of the Business Combination, page 190

3.
 We note your response to our prior comment 5. It is unclear how “assisting the board with its
comparative analysis of companies similar to TMTG for the purposes of benchmarking a valuation range in connection with financial due diligence” falls outside the definition of a report, opinion, or appraisal as described in Item 1015(b) of
Regulation M-A, as the form of the report’s delivery, whether written or oral, and the intention of the parties do not constitute dispositive factors as to whether the parties received a third-party
report, opinion, or appraisal materially related to the transaction. Given that the comparative analysis was provided to the board in connection with its updated due diligence, it appears to be material to the transaction. As such, please revise
your disclosure to provide the information required by Item 1015(b) of Regulation M-A.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 5, 18, 43, 44, 68, 199, 200 and 201 of the Amended Registration Statement. Additionally, the Company will furnish the Alvarez & Marsal Valuation Services presentation
as an exhibit to the Registration Statement.

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

February 12, 2024

  Page
 3

 Information About TMTG

About Trump Media & Technology Group, page 236

4.
 We note your response to our prior comment 9. To provide context to your disclosures regarding cumulative
signups for Truth Social, please disclose the number of signups for the periods presented.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 32, 157, 244 and 257 of the Amended Registration
Statement.

 Executive and Director Compensation of TMTG, page 304

5.
 Please provide updated executive compensation information for the 2023 fiscal year. Refer to Item 402(m) of
Regulation S-K.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 316 to 321 of the Amended Registration
Statement.

 Note 7. Net Sales-Related Party, Related Party Receivable and Payable, page FF-29

6.
 We note in your revised disclosures provided in response to prior comment 14 that “TMTG did not provide
any services in connection with such assigned sales.” We also note that the related party assigned earnings to TMTG from his public appearances. We are unclear how assigned earnings without rendering services is revenue. Please refer to the
core principle in ASC 606-10-5-3 and identify for us the Company’s customer. Describe the terms of the customer contract
including your performance obligations and the transaction price. Also, tell us why the assigned earnings from the related party are not, in substance, a capital contribution.

Response:

 The Company
acknowledges the Staff’s comment, TMTG determined that there were errors related to the classification of income in the proper period in the previously issued 2022 and 2021 financial statements. In accordance with SEC Staff Accounting Bulletin
No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” TMTG determined that the errors
were material to its previously issued financial statements. Therefore, TMTG concluded that the previously issued financial statements should be restated.

In September 2021, President Donald J. Trump (DJT) contractually assigned to TMTG any and all net revenue derived by DJT from “The History
Tour: Donald Trump and Bill O’Reilly,” a series of four public events in December 2021. TMTG originally classified the income (approximately $2.1 million) from the licensing arrangement as net sales from related parties; however, as
restated, it

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

February 12, 2024

  Page
 4

is now classified as other income from related parties. The restatement has no impact on TMTG’s loss from operations before income taxes, its Statement of Stockholders Deficit, Consolidated
Balance Sheet, or Consolidated Statement of Cash Flows.

 The substance of the transaction related to actual ticket sales for specified
events, which were assigned (on a non-discretionary basis) in accordance with a contractual obligation (a licensing arrangement). Ultimately, this transaction had no impact on the capital stock or percentage stock holding of TMTG.

The Company has therefore revised the disclosures on pages F-F-14, F-F-21, F-F-24 and F-F-30 of the Amended Registration Statement. In
addition, the Company revised the pages 267 and 269 of the section entitled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of TMTG” to reflect the restatement of the aforementioned items in
the Amended Registration Statement.

 Note 8. Convertible Promissory Notes, page FF-30

7.
 We note your revised disclosures in response to prior comment 15. Regarding Convertible Promissory Notes 1
to 7, please expand your disclosure to explain the terms and conditions of the automatic discounted share-settlement feature and how the other scenarios (i.e., IPO, PE, or change of control) trigger an automatic discounted share- settlement feature
that result in a variable number of shares of Company stock to be issued to the Lender upon conversion of the Notes.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages F-F-15 and F-F-31 of the Amended Registration Statement.

*    *    *    *

If you have any questions regarding this submission, please contact Brandon Bortner
at 202-551-1840 or Gil Savir at 770-878-2696

Thank you for your time and attention.

Sincerely,

 /s/ Brandon J.
Bortner

 Brandon J. Bortner

of PAUL HASTINGS LLP

United States securities and exchange commission logo
February 1, 2024
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave., #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed January 22, 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. Unless we note otherwise,
any references to prior comments are to comments in our January 8, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4
Cover page
1.We note that you intend to rely on the controlled company exemption under the Nasdaq
corporate governance standards. Please revise to highlight your reliance on the exemption
and provide a cross-reference to the related risk factor disclosure.
Background of the Business Combination
Timeline of the Business Combination Post-IPO Negotiations, page 180
2.We note your response to our prior comment 1. We further note your statement on page
190 that "the SPAs with the remaining PIPE Investors were terminated in full as the
requirement that the resale registration statement be declared effective prior to Closing
(the “Effective Registration Closing Condition”) could not be fulfilled based on
correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022 and

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 February 1, 2024 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
February 1, 2024
Page 2
such remaining PIPE Investors were not willing to waive the Effective Registration
Closing Condition." Please revise to make clear that because the closing conditions in the
SPAs requiring that the privately-placed shares be registered for resale prior to the closing
of the business combination were not consistent with the requirements of Section 5 of the
Securities Act of 1933, the parties were unable to satisfy the closing conditions.
The Board’s Reasons for Approval of the Business Combination, page 190
3.We note your response to our prior comment 5. It is unclear how "assisting the board with
its comparative analysis of companies similar to TMTG for the purposes of benchmarking
a valuation range in connection with financial due diligence" falls outside the definition of
a report, opinion, or appraisal as described in Item 1015(b) of Regulation M-A, as the
form of the report's delivery, whether written or oral, and the intention of the parties do
not constitute dispositive factors as to whether the parties received a third-party
report, opinion, or appraisal materially related to the transaction. Given that the
comparative analysis was provided to the board in connection with its updated due
diligence, it appears to be material to the transaction. As such, please revise your
disclosure to provide the information required by Item 1015(b) of Regulation M-A.
Information About TMTG
About Trump Media & Technology Group, page 236
4.We note your response to our prior comment 9. To provide context to your disclosures
regarding cumulative signups for Truth Social, please disclose the number of signups for
the periods presented.
Executive and Director Compensation of TMTG, page 304
5.Please provide updated executive compensation information for the 2023 fiscal year.
Refer to Item 402(m) of Regulation S-K.
Note 7. Net Sales-Related Party, Related Party Receivable and Payable, page FF-29
6.We note in your revised disclosures provided in response to prior comment 14 that
"TMTG did not provide any services in connection with such assigned sales." We also
note that the related party assigned earnings to TMTG from his public appearances. We
are unclear how assigned earnings without rendering services is revenue. Please refer to
the core principle in ASC 606-10-5-3 and identify for us the Company’s customer.
Describe the terms of the customer contract including your performance obligations and
the transaction price. Also, tell us why the assigned earnings from the related party
are not, in substance, a capital contribution.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 February 1, 2024 Page 3
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
February 1, 2024
Page 3
Note 8. Convertible Promissory Notes, page FF-30
7.We note your revised disclosures in response to prior comment 15. Regarding Convertible
Promissory Notes 1 to 7, please expand your disclosure to explain the terms and
conditions of the automatic discounted share-settlement feature and how the other
scenarios (i.e., IPO, PE, or change of control) trigger an automatic discounted share-
settlement feature that result in a variable number of shares of Company stock to be issued
to the Lender upon conversion of the Notes.
            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

United States securities and exchange commission logo
January 24, 2024
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 Annual Report on Form 10-K
Filed October 30, 2023
File No. 001-40779
Dear Eric Swider:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 MEMORANDUM

  date:

January 22, 2024

  to:

 Joseph Cascarano

 Robert Littlepage

Austin Pattan

 Jeffrey 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. 2 to Registration Statement on Form S-4

Filed December 22, 2023

File No. 333-264965

 Dear Joseph Cascarano, Robert Littlepage, Austin Pattan, and Jeffrey 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 January 8,
2024, regarding the Company’s Amendment No.2 to Registration Statement on Form S-4 filed with the Commission on December 22, 2023 (the “Amendment No. 2”). 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. 3 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. 2 to Registration Statement on Form S-4

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 69

1.
 We note your response to prior comment 5. Please revise to make clear that because the closing conditions in
the SPAs requiring that the privately-placed shares be registered for

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

January 22, 2024

  Page
 2

resale prior to the closing of the business combination are not consistent with the requirements of Section 5 of the Securities Act of 1933, “the parties will not be able to satisfy
the closing conditions in the SPAs in respect of the concurrent filing and effectiveness of an initial registration statement on or before the Closing.”

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that as of January 10, 2024, the PIPE Investment has been terminated in full. The Company has updated its disclosure throughout the Amended Registration Statement,
including in the Risk Factors, to disclose such termination. The Company believes the risk factor referenced in this comment is no longer relevant to investors and has deleted this risk factor in the Amended Registration Statement.

Risks Related to Our Chairman President Donald J. Trump

President Trump has the right to terminate or revoke the License Agreement..., page 129

2.
 We note your response to prior comment 8. Please further revise to disclose whether the verbal affirmation
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.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on page 128 of the Amended Registration Statement to make
clear that Digital World and TMTG believe that President Trump’s verbal affirmation satisfies the condition to the merger agreement that TMTG “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 Digital World mutually agree to extend the time
to consummate the merger.” As further disclosed in the Registration Statement, the License Agreement also provides that, if it is not sooner terminated, and if TMTG becomes listed on a public market exchange in the United States via, inter
alia, the business combination before September 22, 2024, the term of the License Agreement will continue in perpetuity until terminated by TMTG. As such, the Company and TMTG respectfully submit that the risk of cancellation by President Trump
of the License Agreement post the completion of the business combination is not material to investors.

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

January 22, 2024

  Page
 3

 Unaudited Pro Forma Condensed Combined Financial Information, page 144

3.
 We note your revised disclosures in response to prior comment 12. In our comment we also noted that TMTG is
the accounting acquirer and the transaction is a recapitalization of TMTG. In order to be consistent with the accounting substance of the recapitalization being presented in the pro forma financial statements, please clarify that the shares to be
received by the TMTG securityholders are not consideration for their equity interests. The exchange of shares is, in substance, a continuation of their equity interests in the TMTG business.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 143 and 148 of the Amended Registration Statement.

4.
 We note on the Unaudited Pro Forma Condensed Combined Balance Sheet that the long- term TMTG Convertible
Promissory Notes and derivative liabilities are not automatically converting upon closing of the reverse merger. Please explain or revise.

Response:

 The Company
acknowledges the Staff’s comment and has revised the disclosure on pages 143, 148 and 149 of the Amended Registration Statement.

 Digital
World’s Reasons for the Business Combination, page 195

5.
 We note your reference to a third-party valuation report prepared in connection with the board’s
recommendation. Please revise to furnish the information required by Item 1015(b) of Regulation M-A and file the report as an exhibit to your registration statement. Refer to Item 4(b) and Item 21(c) of Form S-4.

 Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company does not believe the materials prepared
by or with the assistance of the independent third party constitute a “report, opinion or appraisal materially relating to the transaction” requiring disclosure of the information specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A. The independent third party was not engaged to provide any report, opinion or appraisal, and did not deliver a report, opinion or
appraisal as specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A in connection with the Company’s board of directors (the “Board”)
consideration of the Business Combination. Rather, the scope of the services provided by such independent third party were limited to assisting the Board in connection with its financial and business due diligence update. Given the duration of
time between the initial execution of the Merger Agreement and the second amendment to the Merger Agreement on August 9, 2023 (the “Second Amendment”) as well as the significant turnover on the Board since the Merger Agreement was
first signed in 2021, towards the end of 2023 in connection with exercising its fiduciary duties, the Board sought to refresh and complete its financial and business due diligence with respect to TMTG, including with respect to the revised
transaction terms contemplated by the Second Amendment. As part of the Board’s broader diligence process, the Board enlisted the assistance of such independent third party.

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

January 22, 2024

  Page
 4

 The independent third party’s work primarily focused on assisting the Board with its
comparative analysis of companies similar to TMTG (both prior to and after such companies’ initial public offerings) for the purposes of the Board’s benchmarking a valuation range in connection with financial due diligence. Such
comparative analysis was based on information provided by the Board for the purpose of assisting the Board with its own determination. This analysis was not and was never intended to be a report, opinion or appraisal specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A – in fact, the Board never received a written report from the independent third party as such analysis was conveyed to the Board via
visually assisted Q&A teleconference. To the extent the Board considered the independent third party’s comparative analysis in conducting its own independent financial and business due diligence with respect to TMTG, such comparative
analysis was a consideration by the Board within the broader deliberative process undertaken by the Board, i.e., one facet of its final determination of whether the Business Combination continued to be in the best interests of the
Company’s shareholders.

 Due to this limited scope of engagement discussed above, the Board did not consider any materials prepared by
the independent third party to be a report, opinion or appraisal as specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A. Further, the Board did not
commission, intend or expect to receive from the independent third party a “report, opinion or appraisal materially relating to the transaction” requiring disclosure of the information specified in Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A. As such, the independent third party did not undertake any internal procedures that would have been necessary for it to deliver
such a report, opinion or appraisal. Rather, the materials were based on information that was publicly available or supplied by the Company or TMTG (at the request of the Company as part of its due diligence), were provided to facilitate
discussions between the parties and constituted only one source of information, among other factors discussed in the Registration Statement, considered by the Board in connection with its updated due diligence process relating to the Business
Combination. The fact that materials were prepared by or with the assistance of the independent third party is referred to in the Amended Registration Statement simply to provide stockholders with a full and complete description of the Board’s
robust deliberative process in re-affirming its recommendation on the Business Combination.

 Based
on the foregoing, the Company respectfully submits that no further disclosure is required by Item 4(b) of Form S-4 or Item 1015(b) of Regulation M-A with respect to the
independent third party.

 In light of the Staff’s comment, the Company has revised the disclosures on pages 6, 18, 42, 43, 67, 189,
190, 194 and 195 of the Amended Registration Statement to clarify, consistent with the foregoing, the nature of the information provided by or with the assistance of the independent third party to the Company.

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

January 22, 2024

  Page
 5

6.
 We note your response to prior comment 19 and reissue the comment. We note your statement on page 195 that
board’s recommendation was “included, but not limited to” the listed material factors. We also note your later statement on page 198 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 39, 191 and 192 of the Amended Registration Statement
to make clear that the Board’s recommendation to approve the Business Combination was based on the material factors listed therein.

 The
Board’s Reasons for Approval of the Business Combination, page 195

7.
 We note your response to prior comment 26. Please advise us how the “historical growth of
Facebook” provides a basis for your statement that the company is positioned to exceed the growth of Facebook in its first three years of operations. Please provide a quantitative basis for this statement or remove it.

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 39 and 191 of the Amended Registration Statement to
provide a quantitative basis for Digital World’s statement that TMTG, if properly capitalized, is positioned to exceed the growth of Facebook in its first three years of operations.

Digital World’s Management

 Directors
and Executive Officers, page 227

8.
 We note your response to prior comment 23. Please explain the phrase “unprecedented headwinds” and
the nexus between Mr. Orlando’s termination and such “headwinds.”

 Response:

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 72 of the Amended Registration Statement to remove
the phrase “unprecedented headwinds.”

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

January 22, 2024

  Page
 6

 Information about TMTG

About Trump Media & Technology Group, page 241

9.
 To provide context to your disclosures regarding cumulative signups for Truth Social, please disclose the
number of signups as well as active user accounts, such as monthly active users and daily active users, for the periods presented.

Response:

 The Company
acknowledges the Staff’s comment and respectfully advises the Staff that it has considered Item 303(a) of Regulation S-K, including Instruction 1 thereto, which collectively require discussion and
analysis of other statistical data that in a company’s judgment enhances a reader’s understanding of MD&A, including information not specifically referenced in the item if the company believes disclosure of the same is necessary to an
understanding of its financial condition and results of operations.1 The Company further acknowledges the Staff’s February 25, 2020 “Commission Guidance on Management’s
Discussion and Analysis of Financial Condition and Results of Operations – I. Guidance on Key Performance Indicators and Metrics” (the “KPI Guidance”), which indicates that “[w]hen proposing the current MD&A framework,
the Commission noted that “[f]or each business, there is a limited set of critical variables which presents the pulse of the business.” Similarly, the Company acknowledges the Commission’s prior emphasis that, when preparing MD&A,
“companies should consider whether disclosure of all key variables and other factors that management uses to manage the business would be material to investors, and therefore required” and the Commission’s statement in the KPI
Guidance that “[KPI] metrics can vary significantly from company to company and industry to industry, depending on various facts and circumstances.”

The Company respectfully advises the Staff that it believes the Registration Statement currently discloses the information necessary to an
understanding of TMTG’s financial condition and results of operations. The Company notes that TMTG is an emerging company in its relatively early stages of growth, yet, unlike many emerging companies,

CORRESP
1
filename1.htm

CORRESP

 date:

 January 9, 2024

 to:

 Joseph Cascarano

Robert Littlepage

Austin Pattan

Jeff Kauten

 from:

 Katherine Chiles

Telephone Number: + 1 (404) 547-0225

kchiles@dwacspac.com

 subject:

 Digital World Acquisition Corp.

Amendment No. 1 to Annual Report on Form 10-K

 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 Annual Report on Form 10-K

 Filed October 30, 2023

 File No. 001-40779

Dear Messrs. Cascarano, Littlepage, Pattan, and 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 21,
2023, regarding the Company’s Amendment No. 1 to Annual Report on Form 10-K filed with the Commission on October 30, 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 Annual Report on Form 10-K with the Commission through EDGAR (the “Amended 10-K”), 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 10-K.

Amendment No. 1 to Annual Report on Form 10-K

Report of Independent Registered Public Accounting Firm, page F-1

1.
 Please have your auditor include an explanatory paragraph in their report to address the correction of the
material misstatements in your previously issued financial statements. Refer to paragraph .18(e) of PCAOB AS 3101.

 Response:

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s auditor has revised their report on page F-1 to the Amended 10-K to include an explanatory paragraph to address the correction of the material misstatements in the Company’s previously issued
financial statements, per paragraph .18(e) of PCAOB AS 3101.

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

January 9, 2024

  Page
 2

 Note 2. Restatement of Previously Issued Financial Statements, page
F-10

2.
 Please disclose the nature of each error, such as the errors related to Accrued expenses, Income tax
payable, Related party advance, Legal investigations costs and Remeasurement of Class A common stock to redemption value.

Response:

 The Company acknowledges the Staff’s
comment and respectfully advises the Staff that the Company’s auditor has revised the disclosure in Note 2. Restatement of Previously Issued Financial Statements beginning on page F-13 of the
Amended 10-K to disclose the nature of each error, such as the errors related to Accrued expenses, Income tax payable, Related party advance, Legal investigations costs and Remeasurement of Class A common
stock to redemption value.

 If you have any questions regarding this submission, please contact Brandon Bortner at 202-551-1840 or Gil Savir at 770-878-2696.

Thank you for your time and attention.

Sincerely,

 /s/ Katherine Chiles

Katherine Chiles

Chief Financial Officer

(Principal Financial Officer)

United States securities and exchange commission logo
January 8, 2024
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave., #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 22, 2023
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. Unless we note otherwise,
any references to prior comments are to comments in our December 8, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
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 69
1.We note your response to prior comment 5. Please revise to make clear that because the
closing conditions in the SPAs requiring that the privately-placed shares be registered for
resale prior to the closing of the business combination are not consistent with the
requirements of Section 5 of the Securities Act of 1933, “the parties will not be able to
satisfy the closing conditions in the SPAs in respect of the concurrent filing and
effectiveness of an initial registration statement on or before the Closing.”

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 January 8, 2024 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
January 8, 2024
Page 2
Risks Related to Our Chairman President Donald J. Trump
President Trump has the right to terminate or revoke the License Agreement..., page 129
2.We note your response to prior comment 8. Please further revise to disclose whether the
verbal affirmation 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.
Unaudited Pro Forma Condensed Combined Financial Information, page 144
3.We note your revised disclosures in response to prior comment 12. In our comment we
also noted that TMTG is the accounting acquirer and the transaction is a recapitalization
of TMTG. In order to be consistent with the accounting substance of the recapitalization
being presented in the pro forma financial statements, please clarify that the shares to be
received by the TMTG securityholders are not consideration for their equity interests. The
exchange of shares is, in substance, a continuation of their equity interests in the TMTG
business.
4.We note on the Unaudited Pro Forma Condensed Combined Balance Sheet that the long-
term TMTG Convertible Promissory Notes and derivative liabilities are not automatically
converting upon closing of the reverse merger. Please explain or revise.
Digital World's Reasons for the Business Combination, page 195
5.We note your reference to a third-party valuation report prepared in connection with the
board's recommendation. Please revise to furnish the information required by
Item 1015(b) of Regulation M-A and file the report as an exhibit to your registration
statement. Refer to Item 4(b) and Item 21(c) of Form S-4.
6.We note your response to prior comment 19 and reissue the comment. We note your
statement on page 195 that board’s recommendation was “included, but not limited to” the
listed material factors. We also note your later statement on page 198 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.
The Board’s Reasons for Approval of the Business Combination, page 195
7.We note your response to prior comment 26. Please advise us how the "historical
growth of Facebook" provides a basis for your statement that the company is positioned to

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 January 8, 2024 Page 3
 FirstName LastNameEric Swider
Digital World Acquisition Corp.
January 8, 2024
Page 3
exceed the growth of Facebook in its first three years of operations. Please provide a
quantitative basis for this statement or remove it.
Digital World's Management
Directors and Executive Officers, page 227
8.We note your response to prior comment 23. Please explain the phrase “unprecedented
headwinds” and the nexus between Mr. Orlando’s termination and such “headwinds.”
Information about TMTG
About Trump Media & Technology Group, page 241
9.To provide context to your disclosures regarding cumulative signups for Truth Social,
please disclose the number of signups as well as active user accounts, such as monthly
active users and daily active users, for the periods presented.
Trump Media & Technology Group Corp.
For the Twelve Months Ended December 31, 2022 and December 31, 2021
Consolidated Statement of Operations, page FF-21
10.We note your response to prior comment 35 and that a related party assigned revenue to
TMTG under the License Agreement in fiscal year 2021. Please label revenues from such
transactions as related party revenue on the face of the Consolidated Statements of
Operations in accordance with Rule 4-08(k)(1) of Regulation S-X.
11.We note your revised presentation in response to prior comment 36. We also note you
continue to present a measure of gross profit on the face of your Consolidated Statement
of Operations. Please clarify whether any depreciation expense directly attributable
to cost of revenue is included in the calculation of gross profit. If you do not allocate any
depreciation to cost of revenue, you should remove the gross profit subtotal and relabel
the cost of revenue line item to indicate that it excludes depreciation and amortization.
Refer to SAB Topic 11B. You should similarly revise your Results of Operation
disclosures in MD&A.
Note 2. Significant Accounting Policies and Practices
Cost of Revenue, page FF-24
12.We note the disclosure on pages 259 and FF-12 provided in response to prior comment
37. Please disclose in Note 2 of the audited financial statements your policy for classifying
costs incurred in the generation of revenue as cost of revenue.
Revenue Recognition, page FF-26
13.We note your disclosure provided in response to prior comment 38. We also note that the
agreements with Rumble and TAME were effective in the fiscal year 2022. Accordingly,
please provide similar policy disclosure in the audited financial statements. Also, clarify

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 January 8, 2024 Page 4
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
January 8, 2024
Page 4
whether your agreements with Rumble and TAME contain a license to intellectual
property or access to your platform and services.
Note 7. Net Sales-Related Party, Related Party Receivable and Payable, page FF-28
14.We note your revised disclosures in response to prior comments 39 and 40. We also note
that the related party transactions, and the License Agreement, transpired during the fiscal
years ended December 31, 2022, and 2021. Accordingly, please similarly revise
the disclosures in the audited year-end financial statements. Furthermore, in regard to the
assigned sales by the related party, please clarify the circumstances of the assignments in
accordance with the License Agreement, the nature of the services that were delivered by
the Company, if any, under the License Agreement, and how the assignments or services
were valued.
Note 8. Convertible Promissory Notes, page FF-29
15.We note your response to prior comment 41. We also note the Convertible Promissory
Notes 1 to 7 are convertible into equity at a fixed conversion price of $4.00 per share.
Since the conversion prices are fixed it appears the Convertible Promissory Notes are
conventional convertible debt instruments, as discussed in ASC 815-40-25-39.
Additionally, the conversion features of the Convertible Promissory Notes 1 to 7 are
indexed to your own stock such that they would meet the scope exception in ASC 815-10-
15-74(a), and as a result, they should not have been accounted for as derivative
instruments. Refer to the example in ASC 815-40-55-26. Please revise your financial
statements accordingly or explain further why it is not necessary to do so. A
representation that the impact is not material should be accompanied by a sufficiently
detailed SAB 99 materiality analysis.
            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 Jeffrey Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brandon J. Bortner

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
December 21, 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 Annual Report on Form 10-K
Filed October 30, 2023
File No. 001-40779
Dear Eric Swider:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Annual Report on Form 10-K
Report of Independent Registered Public Accounting Firm, page F-1
1.Please have your auditor include an explanatory paragraph in their report to address
the correction of the material misstatements in your previously issued financial
statements. Refer to paragraph .18(e) of PCAOB AS 3101.
Note 2. Restatement of Previously Issued Financial Statements, page F-10
2.Please disclose the nature of each error, such as the errors related to Accrued expenses,
Income tax payable, Related party advance, Legal investigations costs and
Remeasurement of Class A common stock to redemption value.
            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.

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 December 21, 2023 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
December 21, 2023
Page 2
            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 Jeffrey Kauten at 202-551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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

CORRESP
1
filename1.htm

CORRESP

 +1.202.551.1840

brandonbortner@paulhastings.com

 July 14, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention:   Jeff Kauten

Matthew Derby

Larry Spirgel

Re:
 Digital World Acquisition Corp.

 Preliminary Proxy Statement on Schedule 14A

 Filed June 23, 2023

 File No. 001-40779

Ladies and Gentlemen:

 We are in receipt of the letter dated
July 13, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A. We are responding
to the Staff’s comments on behalf of Digital World Acquisition Corp. (“DWAC” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an
Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 1
and all page number references are to the page numbers of Amendment No. 1.

 Preliminary Proxy Statement on Schedule 14A

Risk Factors

 The success of the Business
Combination depends in part…, page 21

1.
 Your disclosure states the success of the transaction depends in part on the reputation and popularity of
TMTG’s Chairman and that the potential loss of services of TMTG’s Chairman could adversely affect your revenues, results of operations and its ability to maintain or generate a consumer base on the Truth Social platform. Please consider
updating this risk factor for any recent events that may impact the availability of the services of any key persons of TMTG.

 U.S. Securities and Exchange Commission

July 14, 2023

 Page 2

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 22 of Amendment
No. 1 in response to the Staff’s comment.

2.
 The initial term of the exclusivity agreement with TMTG’s Chairman expired in June 2023 and there is a
right to terminate the license agreement in the event the business combination was not completed on or before December 31, 2022. Please expand your risk factor disclosure to address the status of the exclusivity and license
agreements, and the potential impact on the Truth Social platform if TMTG’s Chairman were to decide to exercise his termination rights under either agreement.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 13 to 15 of
Amendment No. 1 in response to the Staff’s comment.

 General

3.
 Please revise to provide disclosure of the events outlined in your Form
8-K filed on July 3, 2023. In addition, we note your disclosure that the settlement agreement is not yet definitive. Please clarify how you intend to inform shareholders prior to the vote of
any updates to those events.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosure on pages 30 to 31 of Amendment No. 1 in response to the Staff’s comment. In addition, once the settlement agreement becomes definitive, the Company plans to file a Current Report on Form 8-K disclosing that the settlement agreement has been finalized, file the information contained in such Current Report on Form 8-K as definitive additional
proxy materials, and disseminate such information to shareholders as of the record date.

 *********

If you have any questions concerning Amendment No. 1 or require any additional information, please do not hesitate to contact me at +1.202.551.1840 or
brandonbortner@paulhastings.com.

 Sincerely,

/s/ Brandon J. Bortner

of PAUL HASTINGS LLP

 cc :    Eric Swider, Chief Executive Officer, Digital World Acquisition Corp.

United States securities and exchange commission logo
July 14, 2023
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 23, 2023
File No. 001-40779
Dear Eric Swider:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Donahue

United States securities and exchange commission logo
July 13, 2023
Eric Swider
Chief Executive Officer
Digital World Acquisition Corp.
3109 Grand Ave #450
Miami, FL 33133
Re:Digital World Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 23, 2023
File No. 001-40779
Dear Eric Swider:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors
The success of the Business Combination depends in part..., page 21
1.Your disclosure states the success of the transaction depends in part on the reputation and
popularity of TMTG’s Chairman and that the potential loss of services of TMTG’s
Chairman could adversely affect your revenues, results of operations and its ability to
maintain or generate a consumer base on the Truth Social platform.  Please consider
updating this risk factor for any recent events that may impact the availability of the
services of any key persons of TMTG.
2.The initial term of the exclusivity agreement with TMTG’s Chairman expired in June
2023 and there is a right to terminate the license agreement in the event the business
combination was not completed on or before December 31, 2022.  Please expand your risk

 FirstName LastNameEric Swider
 Comapany NameDigital World Acquisition Corp.
 July 13, 2023 Page 2
 FirstName LastName
Eric Swider
Digital World Acquisition Corp.
July 13, 2023
Page 2
factor disclosure to address the status of the exclusivity and license agreements, and the
potential impact on the Truth Social platform if TMTG’s Chairman were to decide to
exercise his termination rights under either agreement.
General
3.Please revise to provide disclosure of the events outlined in your Form 8-K filed on July 3,
2023.  In addition, we note your disclosure that the settlement agreement is not yet
definitive.  Please clarify how you intend to inform shareholders prior to the vote of any
updates to those events.
            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.
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence,
Matthew Derby, Legal Branch Chief, at (202) 551-3334, with any questions.  If you require
further assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Donahue

United States securities and exchange commission logo
August 25, 2022
Patrick Orlando
Chief Executive Officer
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed August 5, 2022
File No. 001-40779
Dear Mr. Orlando:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

CORRESP

 Digital World Acquisition Corp.

3109 Grand Ave #450

Miami, FL 33133

 VIA EDGAR

August 24, 2022

 U.S. Securities & Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, NE

 Washington,
D.C. 20549

Attn:
 Larry Spirgel

Joshua Shainess

 Jeffrey Kauten

 Re: Digital World Acquisition Corp.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed August 22, 2022

File No. 001-40779

Dear Messer Spirgel, Shainess and Kauten:

Digital World Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby
transmits our response to the oral comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission on August 24, 2022, regarding Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
(the “Proxy Statement”) submitted to the Commission on August 22, 2022.

 Per discussions with the Staff, we have
attached hereto as Exhibit A a changed-pages-only redline showing the proposed revisions to the Proxy Statement that the Company intends to make in the Definitive Proxy Statement to afford the Staff the ability to review such proposed
language as soon as possible.

 ***

 1

 We thank you for your review of the foregoing and the Proxy Statement. If you have further
comments, please feel free to contact to our counsel, Barry Grossman, Esq., at bigrossman@egsllp.com or by telephone at (212) 370-1300.

Sincerely,

 /s/ Patrick Orlando

Patrick Orlando

Chief Executive Officer

cc:
 Barry I. Grossman, Esq.

Ellenoff Grossman & Schole LLP

 2

 EXHIBIT A

 3

 DIGITAL WORLD ACQUISITION CORP.

3109 Grand Ave #450

Miami, FL 33133

 NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS

 TO BE HELD ON SEPTEMBER 6, 2022

TO THE STOCKHOLDERS OF DIGITAL WORLD ACQUISITION CORP.:

 You are
cordially invited to attend the special meeting, which we refer to as the “Special Meeting,” of stockholders of Digital World Acquisition Corp., which we refer to as “we,” “us,” “our,” “Digital
World” or the “Company,” to be held at [10:00
a.m.]12:00 p.m. Eastern Time on September 6,
2022.

 The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to
attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/dwacspac/ext2022. If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number
to vote electronically at the Special Meeting. We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the Company. The virtual meeting format allows attendance from any
location in the world.

 Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or, if you
received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for
the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if
you are unable to attend.

 The accompanying proxy statement, which we refer to as the “Proxy Statement,” is dated
                    , 2022, and is first being mailed to stockholders of the Company on or about
                    , 2022. The sole purpose of the Special Meeting is to consider and vote upon the following proposals: a proposal to amend
the Company’s amended and restated certificate of incorporation, which we refer to as the “charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment”
and such proposal the “Extension Amendment Proposal,” to extend, upon the request of ARC Global Investments II, LLC, a Delaware limited liability company (the “Sponsor”), and approval by the Company’s board of directors, the
period of time for the Company to (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a
“business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the
Company’s initial public offering that was consummated on September 8, 2021, which we refer to as the “IPO,” up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from
September 8, 2022 (the “Termination Date”) up to September 8, 2023) or such earlier date as determined by the board of directors, which we refer to as the “Extension,” and such later date, the “Extended Date”;
and

 a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only
be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.

 Each of the Extension Amendment
Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.

 The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us
additional time to complete the proposed transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of
Merger, dated May 11, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) by and among us, DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Digital World,
Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor in the capacity as the representative of the stockholders of Digital World, and TMTG’s General Counsel in his capacity as the representative
of the stockholders of TMTG. On December 4, 2021, in support of the Business Combination, Digital World entered into securities purchase agreements with certain institutional investors (the “PIPE Investors”), pursuant to which the
PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement
(the “PIPE”) to be consummated concurrently with the Business Combination. The shares are initially convertible into 29,761,905 shares of Digital World common stock, subject to upward adjustment as described herein. The PIPE is conditioned
on the concurrent closing of the Business Combination, effectiveness of a resale registration statement for all of the shares of common stock issuable upon conversion of the
preferred stock to be held by the PIPE Investors and other customary closing conditions. For more information about the Business Combination and the PIPE, see our Current Reports on Form 8-K filed
with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2021, October 26, 2021, December 6, 2021 and May 17, 2022, and the proxy statement/prospectus included in the Form S-4 filed with the
SEC on May 16, 2022, as it may be amended or supplemented from time to time.

 While we are using our best efforts to complete the Business
Combination as soon as practicable, our board of directors (the “Board”) believes that there will not be sufficient time before the Termination Date to complete the Business Combination. Accordingly, the Board believes that in order to be
able to consummate the Business Combination, we will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that we might not, despite our best efforts, be able to complete the Business Combination on
or before the Termination Date. If that were to occur, we would be precluded from completing the Business Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.

Therefore, the Board has determined that it is in the best interests of our stockholders to extend the date by which the Company has to consummate a business
combination to the Extended Date in order that our stockholders have the opportunity to participate in our future investment.

 If the Extension is
approved and implemented, subject to satisfaction of the conditions to closing in the Merger Agreement (including, without limitation, receipt of stockholder approval of the Business Combination), we intend to complete the Business Combination as
soon as possible and in any event on or before the Extended Date.

 In connection with the Extension Amendment Proposal, public stockholders may elect to
redeem their public shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the
number of then outstanding shares of Class A common stock issued in our IPO, which shares we refer to as the “public shares,” and which election we refer to as the “Election,” regardless of whether such public stockholders
vote on the Extension Amendment Proposal.

 If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of
public shares will retain their right to redeem their public shares when the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public
stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not completed a Business Combination by the Extended Date. Even if the Extension is approved, we can provide no assurances
that the Business Combination will be consummated prior to the Extended Date.

 To exercise your redemption rights, you must demand that the Company
redeem your public shares for a pro rata portion of the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or September 1, 2022). You may
tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in
street

 DIGITAL WORLD ACQUISITION CORP.

3109 Grand Ave #450

Miami, FL 33133

 NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS

 TO BE HELD ON SEPTEMBER 6, 2022

PROXY STATEMENT

 The special meeting,
which we refer to as the “Special Meeting,” of stockholders of Digital World Acquisition Corp., which we refer to as the “we,” “us,” “our,” “Digital World” or the “Company,” will be held at
[10:00 a.m.]12:00
p.m. Eastern Time on September 6, 2022 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special Meeting via a live webcast available at
https://www.cstproxy.com/dwacspac/ext2022. If you plan to attend the virtual online Special Meeting, you will need your 12 digit control number to vote electronically at the Special Meeting. The Special Meeting will be held for the sole purpose of
considering and voting upon the following proposals:

 a proposal to amend the Company’s amended and restated certificate of
incorporation, which we refer to as the “charter,” in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment” and such proposal the “Extension Amendment
Proposal,” to extend, upon the request of ARC Global Investments II, LLC, a Delaware limited liability company (the “Sponsor”), and approval by the Company’s board of directors (the “Board”), the period of time for the
Company to (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business
combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s
initial public offering that was consummated on September 8, 2021, which we refer to as the “IPO,” up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2022 (the
“Termination Date”) up to September 8, 2023) or such earlier date as determined by the Board, which we refer to as the “Extension,” and such later date, the “Extended Date”; and

a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, which we refer to as the “Adjournment Proposal.” The Adjournment Proposal will only be presented
at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.

 The purpose of the Extension Amendment Proposal
and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the proposed transactions (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as
amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) by and among us, DWAC Merger Sub Inc., a Delaware
corporation and a wholly-owned subsidiary of Digital World, Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor in the capacity as the representative of the stockholders of Digital World, and
TMTG’s General Counsel in his capacity as the representative of the stockholders of TMTG. On December 4, 2021, in support of the Business Combination, Digital World entered into securities purchase agreements (the “SPAs”) with
certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock (“Preferred
Stock”) for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Business Combination. The shares are initially
convertible into 29,761,905 shares of Digital World common stock, subject to upward adjustment as described herein. The PIPE is conditioned on the concurrent
closing of the Business Combination, effectiveness of
a resale registration statement for all of the shares of common stock issuable upon conversion of the Preferred Stock to be held by the PIPE Investors (the “Initial Resale Registration Statement”) and other customary closing conditions as set forth in the SPA. For more information about the Business Combination and the PIPE, see our Current Reports on Form 8-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on October 21, 2021, October 26, 2021, December 6, 2021 and

If the Extension Amendment Proposal is approved, what h

CORRESP
1
filename1.htm

CORRESP

 Digital World Acquisition Corp.

3109 Grand Ave #450

Miami, FL 33133

 VIA EDGAR

August 24, 2022

 U.S. Securities & Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, NE

 Washington,
D.C. 20549

Attn:
 Larry Spirgel

Joshua Shainess

 Jeffrey Kauten

 Re: Digital World Acquisition Corp.

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed August 22, 2022

File No. 001-40779

Dear Messer Spirgel, Shainess and Kauten:

Digital World Acquisition Corp. (the “Company,” “Digital World,” “we,”
“our” or “us”) hereby transmits our response to the comment letter received from the staff (the “Staff,” “you” or “your”) of the U.S. Securities and
Exchange Commission (the “Commission”) on August 23, 2022, regarding Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) submitted to the Commission on August 22,
2022. For your convenience, we have repeated below your comment in bold and have followed the comment with our response.

 Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A

 General

1.
 We note your response to prior comment number 1. While the registration rights agreement referenced in your
response contemplates a delay in the effectiveness of the resale registration statement there is no corresponding provision in the securities purchase agreement. In this regard, Section 2.3(b)(iii) contemplates the “concurrent”
closing of the Business Combination and on the PIPE resale registration statement being declared effective no later than the closing of the Business Combination. Accordingly, please revise to provide prominent cautionary language and risk factor
disclosure highlighting the risks associated with the parties needing to restructure the PIPE and the securities purchase agreements, and the consequences to the parties if the PIPE investors decline to proceed.

 1

 In response to the Staff’s comment, attached hereto as Exhibit A is a
changed-pages-only redline showing the proposed revisions to the Proxy Statement.

 Additionally, based on discussions with Staff, attached
as Exhibit B is a redacted list of foreign investors in the sponsor, which was inadvertently omitted from from our prior response. The Company has provided to the Staff, under separate cover on a confidential and supplemental basis,
the names all foreign investors in the sponsor, as well as, to the extent that any such investors are entities, the names of the natural persons controlling such entities. Such materials are not, and will not be, filed with or deemed to be part of
the Proxy Statement. A request for confidential treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 will also be made by Ellenoff Grossman & Schole LLP on behalf of the Company.

***

 We thank you for your
review of the foregoing and the Proxy Statement. If you have further comments, please feel free to contact to our counsel, Barry Grossman, Esq., at bigrossman@egsllp.com or by telephone at (212) 370-1300.

Sincerely,

 /s/ Patrick Orlando

Patrick Orlando

Chief Executive Officer

cc:

Barry I. Grossman, Esq.

Ellenoff Grossman & Schole LLP

 2

United States securities and exchange commission logo
August 23, 2022
Patrick Orlando
Chief Executive Officer
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed August 22, 2022
File No. 001-40779
Dear Mr. Orlando:
            We have reviewed your August 22, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 19, 2022 letter.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
General
1.We note your response to prior comment number 1.  While the registration rights
agreement referenced in your response contemplates a delay in the effectiveness of the
resale registration statement there is no corresponding provision in the securities purchase
agreement.  In this regard, Section 2.3(b)(iii) contemplates the “concurrent” closing of the
Business Combination and on the PIPE resale registration statement being declared
effective no later than the closing of the Business Combination.  Accordingly, please
revise to provide prominent cautionary language and risk factor disclosure highlighting
the risks associated with the parties needing to restructure the PIPE and the securities
purchase agreements, and the consequences to the parties if the PIPE investors decline to
proceed.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 August 23, 2022 Page 2
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
August 23, 2022
Page 2
            You may contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

CORRESP

 Digital World Acquisition Corp.

3109 Grand Ave #450

Miami, FL 33133

 VIA EDGAR

August 22, 2022

 U.S. Securities & Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, NE

 Washington,
D.C. 20549

Attn:
             Joshua Shainess

Jeffrey Kauten

 Re: Digital
World Acquisition Corp.

 Preliminary Proxy Statement on Schedule 14A

Filed August 5, 2022

File No. 001-40779

Dear Messer Shainess and Kauten:

 Digital World
Acquisition Corp. (the “Company,” “Digital World,” “we,” “our” or “us”) hereby transmits our response to the comment letter received from the staff (the
“Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”) on August 19, 2022, regarding the Preliminary Proxy Statement on
Schedule 14A (the “Proxy Statement”) submitted to the Commission on August 5, 2022. For your convenience, we have repeated below your comment in bold and have followed the comment with our response.

Preliminary Proxy Statement on Schedule 14A

General

1.
 We note that the closing of the PIPE is conditioned on the “concurrent” closing of the Business
Combination and on the PIPE resale registration statement being declared effective no later than the closing of the Business Combination. Additionally, we note that the securities purchase agreements with the PIPE investors contemplates those
investors having the ability to sell their securities as soon as the Business Combination is completed. Generally, securities issued in a private transaction may not be registered for resale pursuant to Rule 415 until after the private placement is
completed. Refer to Question 134.01 of our Securities Act Sections Compliance and Disclosure Interpretations for guidance. Given that the investors are not irrevocably bound to purchase the securities, it appears that the PIPE is unlikely to proceed
in its current form. Please revise to provide prominent cautionary language and risk factor disclosure highlighting the risks associated with the parties needing to restructure the PIPE and the securities purchase agreements, and the consequences to
the parties if the PIPE investors decline to proceed.

 1

 We respectfully advise the Staff that the registration rights agreement for the PIPE
provides exceptions to the “concurrent” effectiveness date of the PIPE resale registration, one of which is that in the event the Company has cleared all Commission comments on the initial registration statement but the initial
registration statement is not permitted to be declared effective as of the closing date of the Business Combination, then the effectiveness date for the initial registration statement shall mean the earliest date following the closing of the
Business Combination that the Commission will permit. Accordingly, we have revised the disclosure on pages 6, 13, 15, 23 and 24 of the Proxy Statement, and have also clarified that, notwithstanding the fact the parties had contemplated various
contingencies, it is possible that the parties may determine to restructure or renegotiate the securities purchase agreements in view of evolving market and regulatory conditions.

2.
 Revise to provide pagination for the proxy statement. Refer to Rule
14a-5(a).

 In response to the Staff’s comment, we have added table of
content and pagination in the Proxy Statement.

 Background

TMTG Business Combination

3.
 With a view toward revised disclosure, please tell us whether the parties have amended or made efforts to
amend the Merger Agreement in light of the Extension Amendment.

 We respectfully advise the Staff that once the
Extension Amendment is approved by the stockholders and filed with the Secretary of State of the State of Delaware, Digital World may, and intends to, extend the Outside Date of the Merger Agreement for three months upon written notice to TMTG
without needing to amend the Merger Agreement. The parties will discuss any further extension of the Outside Date of the Merger Agreement thereafter. In response to the Staff’s comment, we have revised the disclosure on pages 20, 23 and 24 of
the Proxy Statement to clarify this point.

 Proposal.

4.
 Revise to provide a meaningful summary and discussion of the terms of the PIPE arrangements, including the
unique features and the related risks to stockholders that are being asked to approve the Extension Amendment Proposal.

In response to the Staff’s comment, we have revised the disclosure on pages 6, 12, 13, 14, 15, 18, 20, 21, 22, 24 and 26 of the Proxy
Statement to summarize the terms of the PIPE arrangements and related risks to stockholders in connection with the Extension Amendment Proposal.

 2

 Risk Factors

There are no assurances that the Extension...

5.
 Please expand your disclosure to include a discussion of the termination rights of Trump Media &
Technology Group Corp. and the PIPE investors. In this regard, we note that Section 8.1 of the merger agreement permits Trump Media & Technology Group Corp. to terminate the agreement after September 20, 2022 (or December 20,
2022 if the purchaser exercises its right to extend the agreement) and Section 5.1 of the securities purchase agreement permits the PIPE investors to terminate the agreement after September 20, 2022, in each case if the business
combination has not been consummated by the respective date. Also, disclose that there can be no assurance that you will find an alternative target if you are unable to consummate the business combination with Trump Media & Technology Group
Corp.

 In response to the Staff’s comment, we have revised the disclosure on pages 6, 13, 17, 21, and 24 of the
Proxy Statement.

 We may be deemed a “foreign person” under the regulations relating to CFIUS...

6.
 We note your disclosure that the Sponsor is not controlled by a
non-U.S. person and that, to the best of the Company’s knowledge, other than the members holding an approximate 17.2% minority interest in the Sponsor, the Sponsor does not have substantial ties with any
non-U.S. persons. With respect to the remaining 82.8% owned by U.S. persons on a look-through basis, tell us whether they have substantial ties with non-U.S. persons.

We respectfully advise the Staff that to the best of our knowledge, none of the Sponsor members who are U.S. persons have substantial ties with
non-U.S. persons on a look-through basis, and have revised the disclosure on pages 16 and 25 of the Proxy Statement accordingly.

Additionally, based on discussions with Staff, enclosed as Exhibit A is a redacted list of foreign investors in the sponsor. The Company has
provided to the Staff, under separate cover on a confidential and supplemental basis, the names all foreign investors in the sponsor, as well as, to the extent that any such investors are entities, the names of the natural persons controlling such
entities. Such materials are not, and will not be, filed with or deemed to be part of the Proxy Statement. A request for confidential treatment of such materials pursuant to the provisions of 17 C.F.R. § 200.83 will also be made by Ellenoff
Grossman & Schole LLP on behalf of the Company.

 ***

 3

 We thank you for your review of the foregoing and the Proxy Statement. If you have further
comments, please feel free to contact to our counsel, Barry Grossman, Esq., at bigrossman@egsllp.com or by telephone at (212) 370-1300.

Sincerely,

 /s/ Patrick Orlando

Patrick Orlando

Chief Executive Officer

cc:
 Barry I. Grossman, Esq.

 Ellenoff Grossman & Schole LLP

 4

 EXHIBIT A

 5

United States securities and exchange commission logo
August 19, 2022
Patrick Orlando
Chairman and Chief Executive Officer
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed August 5, 2022
File No. 001-40779
Dear Mr. Orlando:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.  After
reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that the closing of the PIPE is conditioned on the “concurrent” closing of the
Business Combination and on the PIPE resale registration statement being declared
effective no later than the closing of the Business Combination.  Additionally, we note
that the securities purchase agreements with the PIPE investors contemplates those
investors having the ability to sell their securities as soon as the Business Combination is
completed.  Generally, securities issued in a private transaction may not be registered for
resale pursuant to Rule 415 until after the private placement is completed.  Refer to
Question 134.01 of our Securities Act Sections Compliance and Disclosure Interpretations
for guidance.  Given that the investors are not irrevocably bound to purchase the
securities, it appears that the PIPE is unlikely to proceed in its current form.  Please revise
to provide prominent cautionary language and risk factor disclosure highlighting the risks
associated with the parties needing to restructure the PIPE and the securities purchase
agreements, and the consequences to the parties if the PIPE investors decline to proceed.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 August 19, 2022 Page 2
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
August 19, 2022
Page 2
2.Revise to provide pagination for the proxy statement. Refer to Rule 14a-5(a).
Background
TMTG Business Combination
3.With a view toward revised disclosure, please tell us whether the parties have amended or
made efforts to amend the Merger Agreement in light of the Extension Amendment
Proposal.
4.Revise to provide a meaningful summary and discussion of the terms of the PIPE
arrangements, including the unique features and the related risks to stockholders that are
being asked to approve the Extension Amendment Proposal.
Risk Factors
There are no assurances that the Extension...
5.Please expand your disclosure to include a discussion of the termination rights of Trump
Media & Technology Group Corp. and the PIPE investors.  In this regard, we note that
Section 8.1 of the merger agreement permits Trump Media & Technology Group Corp. to
terminate the agreement after September 20, 2022 (or December 20, 2022 if the
purchaser exercises its right to extend the agreement) and Section 5.1 of the securities
purchase agreement permits the PIPE investors to terminate the agreement
after September 20, 2022, in each case if the business combination has not been
consummated by the respective date.  Also, disclose that there can be no assurance that
you will find an alternative target if you are unable to consummate the business
combination with Trump Media & Technology Group Corp.
We may be deemed a "foreign person" under the regulations relating to CFIUS...
6.We note your disclosure that the Sponsor is not controlled by a non-U.S. person and that,
to the best of the Company’s knowledge, other than the members holding an approximate
17.2% minority interest in the Sponsor, the Sponsor does not have substantial ties with
any non-U.S. persons.  With respect to the remaining 82.8% owned by U.S. persons on a
look-through basis, tell us whether they have substantial ties with non-U.S. persons.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 August 19, 2022 Page 3
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
August 19, 2022
Page 3
            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.
            Please contact Jeffrey Kauten, Staff Attorney, at (202) 551-3447 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

DIGITAL WORLD ACQUISITION CORP.

78 SW 7th Street

Miami, Florida 33130

September 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

    Re:
    Digital World Acquisition Corp.

Registration Statement on Form S-1

Filed May 26, 2021, as amended

File No. 333- 256472

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Digital World Acquisition Corp. hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, September 2, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Patrick Orlando

    Patrick Orlando

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

CORRESP
1
filename1.htm

EF HUTTON

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

September 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Digital World Acquisition Corp.

Registration Statement on Form S-1, as amended

Filed May 26, 2021

File No. 333-256472

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
EF Hutton (formerly known as Kingswood Capital Markets), division of Benchmark Investments, LLC, as representative of the underwriters
of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated
so as to permit it to become effective on September 2, 2021 at 5:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through September 1, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated August 31, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

EF HUTTON, division of Benchmark Investments,
LLC

    By:
     /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

United States securities and exchange commission logo
August 31, 2021
Patrick Orlando
Chairman and CEO
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 30, 2021
File No. 333-256472
Dear Mr. Orlando:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 27, 2021 letter.
Amendment No. 5 to Form S-1 filed August 30, 2021
Risk Factors
Our anchor investors have provided indications of interest to purchase up to 91.3% of the units
sold in this offering, page 56
1.We note your response to prior comment one, and re-issue such comment.  Please revise
the prospectus to clarify whether the allocation by the underwriters will be subject to
satisfying Nasdaq initial listing requirements, including the minimum number of round lot
holders.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 August 31, 2021 Page 2
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
August 31, 2021
Page 2
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters. Please contact Timothy Collins, Staff Attorney, at 202-551-3176
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Wei Wang

CORRESP
1
filename1.htm

VIA EDGAR

August 31, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

Attn: Timothy Collins

 Re: Digital World Acquisition Corp.

Amendment No. 5 to Registration Statement
on Form S-1

Filed August 30, 2021

File No. 333-256472

Dear Mr. Collins:

Digital World Acquisition
Corp. (the “Company,” “we,” “our” or “us”) hereby transmits
the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) on August 31, 2021, regarding Amendment No. 5 to Registration Statement on Form
S-1 of the Company submitted to the Commission on August 30, 2021.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff's comments have been made in Amendment No. 6 to the Company's Registration Statement on Form S-1
(the “Amendment No. 6”), which is being filed with the Commission contemporaneously with the filing of this letter.

Amendment No. 5 to Form S-1 filed August 30, 2021

Risk Factors

Our anchor investors have provided indications of interest to
purchase up to 91.3% of the units sold in this offering, page 56

1. We note your response to prior comment one, and re-issue
such comment. Please revise the prospectus to clarify whether the allocation by the underwriters will be subject to satisfying
Nasdaq initial listing requirements, including the minimum number of round lot holders.

Response: We respectfully advise the Staff that
we have revised our disclosure in Amendment No. 6 to clarify that the allocation by the underwriters will be subject to satisfying Nasdaq
initial listing requirements, including the minimum number of round lot holders.

We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, at wwang@egsllp.com or by telephone
at (212) 370-1300.

    Sincerely,

    /s/ Patrick Orlando

    Patrick Orlando

    Chairman and Chief Executive Officer

cc: Wei Wang, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

August 30, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street NE

Washington, D.C. 20549

Attn: Timothy Collins

 Re: Digital World Acquisition Corp.

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

Filed August 20, 2021

File No. 333-256472

Dear Mr. Collins:

Digital
World Acquisition Corp. (the “Company,” “we,” “our” or “us”)
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) on August 27, 2021, regarding Amendment No. 4 to Registration
Statement on Form S-1 of the Company submitted to the Commission on August 20, 2021.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 5 to the Company’s
Registration Statement on Form S-1 (the “Amendment No. 5”), which is being filed with the Commission contemporaneously
with the filing of this letter.

Amendment No. 4 to S-1 filed August 20, 2021

Risk Factors

Our anchor investors have provided indications of interest to
purchase up to 91.3% of the units sold in this offering, page 56

1. We note your revised disclosure that the allocations to the
anchor investors will be determined by the underwriters. We also note your new risk factor disclosure that in the event that your units
are concentrated in a limited number of anchor investors, you may not be able to meet the public distribution requirement, among others,
of the Nasdaq initial listing standards. Please revise to clarify whether the allocation by the underwriters will be subject to satisfying
Nasdaq initial listing requirements, including the minimum number of round lot holders. We may have additional comments.

    1

Response: We respectfully advise the Staff that
we expect to meet the Nasdaq initial listing standards and will not close the offering unless our securities are approved for listing
on Nasdaq. We have revised our disclosure in Amendment No. 5 to clarify that the concentration of units in a limited number of anchor
investors may present a risk to our continued listing on Nasdaq given the limited public distribution, trading volume, volatility and
liquidity of our securities resulting from such concentration.

Financial Statements

Report of Independent Registered Public Accounting Firm, page
F-2

2. We note the second paragraph of the audit report refers to
working capital deficit as of June 30, 2021. We also note the financial statements and notes to financial statements for the period
ended June 30, 2021 are not labeled as unaudited. However, the audit opinion does not cover the financial statements for the period
ended June 30, 2021. Please clarify and revise to provide an audit report consistent with the audited financial statements included
in filing.

Response: We respectfully advise the Staff that
the financial statements as of and for the three months ended June 30, 2021 are unaudited. We have revised the financial statements in
the Amendment No. 5 to reflect this and the audit report has been corrected to remove reference to June 30, 2021.

We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact our counsel, Wei Wang, at wwang@egsllp.com or by telephone
at (212) 370-1300.

    Sincerely,

    /s/ Patrick Orlando

    Patrick Orlando

    Chairman and Chief Executive Officer

cc: Wei Wang, Esq.

    2

United States securities and exchange commission logo
August 27, 2021
Patrick Orlando
Chairman and CEO
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed August 20, 2021
File No. 333-256472
Dear Mr. Orlando:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 4 to S-1 filed August 20, 2021
Risk Factors
Our anchor investors have provided indications of interest to purchase up to 91.3% of the units
sold in this offering, page 56
1.We note your revised disclosure that the allocations to the anchor investors will be
determined by the underwriters.  We also note your new risk factor disclosure that in the
event that your units are concentrated in a limited number of anchor investors, you may
not be able to meet the public distribution requirement, among others, of the Nasdaq
initial listing standards.  Please revise to clarify whether the allocation by the underwriters
will be subject to satisfying Nasdaq initial listing requirements, including the minimum
number of round lot holders.  We may have additional comments.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 August 27, 2021 Page 2
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
August 27, 2021
Page 2
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2.We note the second paragraph of the audit report refers to working capital deficit as
of June 30, 2021.  We also note the financial statements and notes to financial statements
for the period ended June 30, 2021 are not labeled as unaudited.  However, the audit
opinion does not cover the financial statements for the period ended June 30, 2021.  Please
clarify and revise to provide an audit report consistent with the audited
financial statements included in filing.
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters. Please contact Timothy Collins, Staff Attorney, at 202-551-3176
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Wei Wang

CORRESP
1
filename1.htm

August 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Digital World Acquisition Corp.

Registration Statement on Form S-1

Filed May 26, 2021, as amended

File No. 333-256472

Ladies and Gentlemen:

On August 3, 2021, the undersigned requested that
the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m. ET
on Thursday, August 5, 2021, or as soon as thereafter practicable. We hereby withdraw our request until further notice.

    Very truly yours,

    DIGITAL WORLD ACQUISITION CORP.

    By:
     /s/ Patrick Orlando

    Name: Patrick Orlando

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

EF HUTTON

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

August 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Digital World Acquisition Corp. (the “Company”)

Registration Statement on Form S-1, as amended

Filed May 26, 2021

File No. 333-256472

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on August 3, 2021, in which we, EF Hutton (formerly known as Kingswood Capital Markets), division of Benchmark Investments,
LLC, as representative of the underwriters of the offering, joined the Company’s request for acceleration of the effective date
of the above-referenced Registration Statement for August 5, 2021 at 5:00 p.m., Eastern time, or as soon thereafter as practicable. The
Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our
request for acceleration of the effective date.

Very truly yours,

EF HUTTON, division of Benchmark Investments,
LLC

By: /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

CORRESP
1
filename1.htm

EF HUTTON

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

August 3, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Digital World Acquisition Corp.

Registration Statement on Form S-1, as amended

Filed May 26, 2021

File No. 333-256472

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
EF Hutton (formerly known as Kingswood Capital Markets), division of Benchmark Investments, LLC, as representative of the underwriters
of the offering, hereby joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated
so as to permit it to become effective on August 5, 2021 at 5:00 p.m., Eastern time, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through August 3, 2021, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus
dated July 26, 2021, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Very truly yours,

EF HUTTON, division of Benchmark Investments,
LLC

By: /s/ Sam Fleischman

Name: Sam Fleischman

Title: Supervisory Principal

CORRESP
1
filename1.htm

DIGITAL WORLD ACQUISITION CORP.

78 SW 7th Street

Miami, Florida 33130

August 3, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

 Re: Digital
World Acquisition Corp.

Registration Statement on Form S-1

Filed May 26, 2021, as amended

File No. 333- 256472

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Digital World Acquisition Corp. hereby requests acceleration of effectiveness of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Thursday, August 5, 2021, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Patrick Orlando

    Patrick Orlando

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

CORRESP
1
filename1.htm

  Ellenoff
Grossman & Schole LLP

1345 Avenue
of the Americas

New York,
New York 10105

Tel: 212-370-1300

Fax: 212-370-7889

July 26, 2021

Via EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Mr. Timothy Collins

Re:         Digital World Acquisition Corp.

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

Filed July 8, 2021

File No. 333-256472

Dear Mr. Collins:

Digital World Acquisition Corp. (the “Corporation,”
“we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on July 22, 2021,
regarding the Amendment No. 1 to Registration Statement on Form S-1 on July 8, 2021. For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Amendment No. 1 to Registration Statement on Form S-1 Filed July
8, 2021

Risk Factors

The nominal purchase price paid by our sponsor for the founder
shares may result in significant dilution..., page 56

1.
The quantified disclosure in this risk factor does not appear to be consistent with the terms of this offering or the assumptions
provided. For example, it is not clear why you have assumed $5,000,001 for your initial business combination in the trust account given
the other assumptions provided. Please revise or advise.

In response to the Staff’s comment, the Company
has revised this risk factor on page 56.

General

2.
Please revise the fee table and footnotes to the fee table to reference the correct number of units and warrants being offered,
including units which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any.
For example, footnote 2 to the fee table does not appear to be accurate with respect to the units and redeemable warrants related to
the over-allotment, and the fee table only reflects 12,650,000 warrants, which does not appear to include all warrants included as part
of the 34,500,000 units.

In response to the Staff’s comment, the Company
has revised the fee table and footnotes.

3.     Please
revise your disclosure throughout your filing to clarify the amount of the deferred underwriting fee. For example, we note your
disclosure on your prospectus cover page that $10,500,000 will be placed in the trust account, payable to the underwriters for
deferred underwriting commissions. However, we also note your reference on page 19 to $3,750,000 in deferred underwriting
commissions.

In response to the Staff’s comment, the Company
has revised the disclosure on pages 19, 47, 56, 71, 72 and 77 to clarify the amount of the deferred underwriting fee.

Thank you for your assistance with this filing.
We will provide the missing information and/or documents as soon as they are available. Please contact me at (212) 370-1300 if you have
any additional questions or require further information.

    Very truly yours,

    /s/ Wei Wang

    Wei Wang

United States securities and exchange commission logo
July 22, 2021
Patrick Orlando
Chairman and CEO
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re:Digital World Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 8, 2021
File No. 333-256472
Dear Mr. Orlando:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 Filed July 8, 2021
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares may result in significant
dilution..., page 56
1.The quantified disclosure in this risk factor does not appear to be consistent with the terms
of this offering or the assumptions provided.  For example, it is not clear why you have
assumed $5,000,001 for your initial business combination in the trust account given the
other assumptions provided.  Please revise or advise.

 FirstName LastNamePatrick Orlando
 Comapany NameDigital World Acquisition Corp.
 July 22, 2021 Page 2
 FirstName LastName
Patrick Orlando
Digital World Acquisition Corp.
July 22, 2021
Page 2
General
2.Please revise the fee table and footnotes to the fee table to reference the correct number of
units and warrants being offered, including units which may be issued upon exercise of
the 45-day option granted to the underwriters to cover over-allotments, if any.  For
example, footnote 2 to the fee table does not appear to be accurate with respect to the units
and redeemable warrants related to the over-allotment, and the fee table only reflects
12,650,000 warrants, which does not appear to include all warrants included as part of the
34,500,000 units.
3.Please revise your disclosure throughout your filing to clarify the amount of the deferred
underwriting fee.  For example, we note your disclosure on your prospectus cover page
that $10,500,000 will be placed in the trust account, payable to the underwriters for
deferred underwriting commissions.  However, we also note your reference on page 19 to
$3,750,000 in deferred underwriting commissions.
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Timothy Collins, Staff Attorney, at 202-551-3176
or Laura Nicholson, Special Counsel, at 202-551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Wei Wang