SecProbe.io

CORRESP
 1
 filename1.htm

 Newsmax Inc.

 750 Park of Commerce Drive,
Suite 100
Boca Raton, Florida 33487

 June 2, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Mariam Mansaray

 Re: Newsmax Inc.

 Registration Statement on Form S-1

 Filed May 23, 2025

 File No. 333-286582

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Newsmax Inc. respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that it becomes effective at 4:00 P.M. Eastern Time on Wednesday, June
4, 2025, or as soon thereafter as is practicable.

 Once the Registration Statement
is effective, please orally confirm the event with our counsel, Sheppard, Mullin, Richter & Hampton LLP, by calling Alexander
M. Schwartz at (312) 499-6369.

 Sincerely,

 Newsmax Inc.

 By:
 /s/ Darryle Burnham

 Name: Darryle Burnham

 Title: Chief Financial Officer

CORRESP
 1
 filename1.htm

 Newsmax
Inc.

 750
Park of Commerce Drive, Suite 100
Boca Raton, Florida 33487

 May 23,
2025

 VIA EDGAR

 United States
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Mariam
Mansaray

 Re: Newsmax
 Inc.

 Registration
Statement on Form S-1

 Filed
May 9, 2025

 File No. 333-286405

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Newsmax Inc. respectfully requests that the effective date
of the above-referenced Registration Statement be accelerated so that it becomes effective at 4:00 PM Eastern Time on Thursday, May 29,
2025, or as soon thereafter as is practicable.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sheppard, Mullin, Richter & Hampton
LLP, by calling Edward Welch at (212) 634-3085.

 Sincerely,

 Newsmax Inc.

 By: /s/ Darryle
Burnham

 Name: Darryle Burnham

 Title: Chief Financial
Officer

CORRESP
 1
 filename1.htm

 Sheppard, Mullin, Richter & Hampton LLP
321 North Clark Street, 32 nd Floor
Chicago, IL 60654
312.499.6300 main
312.499.6301 fax
www.sheppardmullin.com

 May 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention:
 Mariam Mansaray

 Re:
 Newsmax, Inc.

 Registration Statement on Form S-1

 Filed April 4, 2025

 File No. 333-286582

 Dear Ms. Mansaray:

 This letter sets forth a response on behalf of
Newsmax, Inc., a Florida corporation (the "Company"), to the oral comments received on May 8, 2025 from the staff (the "Staff")
of the Securities and Exchange Commission (the "Commission") with respect to the Company's above-captioned Registration
Statement on Form S-1 (the "Registration Statement"). This letter is being submitted together with Amendment No. 1 to the
Registration Statement, which has been revised to address the Staff's comments. For the convenience of the Staff, the oral comments
are restated below prior to the response to such comment.

 Registration Statement on Form S-1 Filed on
April 16, 2025

 1.
 Please provide additional disclosure regarding the Company's recent conversion of existing shares of preferred stock, reclassification, and forward stock split.

 RESPONSE:
 The Company respectfully acknowledges the Staff's comment and has revised page 2 of the Registration Statement to further explain the private placement, conversion of existing shares of preferred stock, reclassification, and the forward stock split.

 2.
 Please revise the link in the section entitled, "Incorporation of Certain Information by Reference" to refer to the Company's webpage entitled, "Investor Relations."

 RESPONSE:
 The Company has revised page 20 of the Registration Statement to refer to IR.Newsmax.com.

 If any additional supplemental information is
required by the Staff or if you have any questions regarding the foregoing, please contact Alexander Schwartz of Sheppard, Mullin, Richter
& Hampton LLP at (312) 499-6369 with any questions or further comments regarding the responses to the Staff's comments.

 Very truly yours,

 /s/ Alexander M. Schwartz, Esq.

 Alexander M. Schwartz, Esq.

CORRESP
 1
 filename1.htm

 Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com

 May 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention:
 Mariam Mansaray

 Re:
 Newsmax, Inc.

 Registration Statement on Form S-1

 Filed April 4, 2025

 File No. 333-286405

 Dear Ms. Mansaray:

 This letter sets forth a response on behalf of
Newsmax, Inc., a Florida corporation (the "Company"), to the oral comments received on April 10, 2025 and May 2, 2025 from
the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") with respect to the Company's
above-captioned Registration Statement on Form S-1 (the "Registration Statement"). This letter is being submitted together
with Amendment No. 1 to the Registration Statement, which has been revised to address the Staff's comments. For the convenience
of the Staff, the oral comments are restated below prior to the response to such comment.

 Registration Statement on Form S-1 Filed on
April 4, 2025

 1.
 Please provide additional disclosure regarding the consequences if certain Selling Stockholders in the Registration Statement are deemed to be "underwriters" as defined in Section 2(a)(11) of the Securities Act of 1933, as amended, including the impact on the offering and the regulatory obligations that would arise. In addition, please revise the Selling Stockholders table to ensure that, to the Company's knowledge, all Selling Stockholders who may be deemed to be an "underwriter" as defined in Section 2(a)(11) of the Securities Act are designated as such.

 RESPONSE:
 The Company respectfully acknowledges the Staff's comment and has revised the cover page of the prospectus contained in the Registration Statement and page 178 of the Registration Statement to clarify that any profit on the sale of shares by such Selling Stockholder, and any commissions or discounts received by the brokers or dealers, may be deemed to be underwriting compensation under the Securities Act. In addition, the Company has revised the Selling Stockholder table starting on page 10 of the Registration Statement to provide additional asterisks for Selling Stockholders who, to the Company's knowledge, may be deemed to be "underwriters" as defined in Section 2(a)(11) of the Securities Act, as amended.

 2.
 Please provide additional disclosure regarding the private placement, conversion of existing shares of preferred stock, reclassification, and the forward stock split, to clarify how the Selling Stockholders received their shares of Class B Common Stock offered for resale in the Registration Statement.

 RESPONSE:
 The Company respectfully acknowledges the Staff's comment and has revised page 7 of the Registration Statement to further explain the private placement, conversion of existing shares of preferred stock, reclassification, and the forward stock split.

 3. Please revise the link in the section entitled, "Incorporation
of Certain Information by Reference" to refer to the Company's webpage entitled, "Investor Relations."

 RESPONSE: The Company has revised page 212 of the Registration Statement
to refer to IR.Newsmax.com.

 If any additional supplemental information is
required by the Staff or if you have any questions regarding the foregoing, please contact Edward Welch of Sheppard, Mullin, Richter &
Hampton LLP at (212) 634-3085 with any questions or further comments regarding the responses to the Staff's comments.

 Very truly yours,

 /s/ Edward Welch, Esq.

 Edward Welch, Esq.

CORRESP
1
filename1.htm

Newsmax Inc.

750 Park of Commerce Drive,
Suite 100

Boca Raton, Florida 33487

March 6, 2025

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Amanda Kim & Stephen Krikorian

    Re:
    Newsmax Inc.

    Offering Statement on Form 1-A

    File No. 024-12567

Ladies and Gentlemen:

On behalf of Newsmax Inc. (the “Company”),
I hereby request qualification of the above-referenced Offering Statement at 4:00 PM Eastern Time on Friday, March 7th, 2025, or as soon
thereafter as is practicable. The participant in the Company’s offering received a no objections letter from FINRA on February 18,
2025.

Once the Offering Statement is qualified,
please orally confirm the event with our counsel, Sheppard, Mullin, Richter & Hampton LLP, by calling Edward Welch at (212) 634-3085.

Sincerely,

Newsmax Inc.

    By:
    /s/ Darryle Burnam

    Name:
    Darryle Burnham

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

    Sheppard,
    Mullin, Richter & Hampton LLP

    30 Rockefeller Plaza

    New York, New York 10112-0015

    212.653.8700 main

    212.653.8701 fax

    www.sheppardmullin.com

February 28, 2025

VIA EDGAR

    U.S. Securities
    and Exchange Commission

    Division of Corporation Finance

    Office of Energy & Transportation

    100 F Street N.E.

    Washington, D.C. 20549

    Attention:
    Amanda Kim

    Stephen Krikorian

    Re:
    Newsmax Inc.

    Offering Statement on Form
    1-A

    Submitted February 7, 2025

    CIK No. 0002026478

Dear Messrs. Kim and Krikorian:

This letter sets forth the response of Newsmax
Inc. (the “Company”) to the comment letter, dated February 20, 2025, of the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Offering Statement
on Form 1-A (the “Form 1-A”), filed on February 7, 2025. In order to facilitate your review, we have reproduced the
Staff’s comment in its entirety, with the response to such comment set out below the comment.

Concurrently with this correspondence, the Company
is submitting Amendment No. 1 to its Form 1-A (the “Amended Form 1-A”). When indicated, the responses described below
are contained in the Amended Form 1-A. References to page numbers in this letter refer to the pagination of the Amended Form 1-A. Capitalized
terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Amended Form 1-A.

Offering Statement of Form 1-A

Risk Factors

Newsmax Media and other Subsidiaries may be, and in the past have
been, subject to unfavorable litigation…,page 25

 1. Please
refer to prior comment 1 and disclose the identity of the commercial counterparty with which you entered into the settlement agreement
in March 2023 and file the settlement agreement as an exhibit. We note that the settlement agreement was to resolve claims prior to the
commencement of litigation against Newsmax and does not appear to be a contract made in the ordinary course of your business. We also
note that the company has a total of $34.6 million remaining under the payment schedule through 2028 which appears material to the company.

    RESPONSE:
    The Company acknowledges the Staff’s comment and has revised
its disclosure in the Amended Form 1-A to disclose that as of June 30, 2024, the Company currently estimates that (i) it has a total of
approximately $34.6 million remaining to be paid to the counterparty pursuant to the terms of the agreement, with annual payments that
will range from approximately $6.7 million to $7.3 million through 2028, with the balance, if any, payable through the end of the term;
(ii) these annual payments represent not more than approximately 5.0% of total revenues for full years 2023 and 2024, and are expected
to represent a smaller percentage of total revenues in future years; and (iii) the Company currently has sufficient cash on hand to pay
these amounts when due and therefore none of the proceeds from the offering will be used to make the remaining payments.

    The Company acknowledges the Staff’s
    request that it file this agreement as an exhibit to the Amended Form 1-A, but respectfully submits that, for the reasons set forth
    below, the settlement agreement is not a material contract of the Company that is required to be filed.

    Item 601 of Regulation S-K requires that
    the registrant file “[e]very contract not made in the ordinary course of business that is material to the registrant.”
    If the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will
    be deemed to have been made in the ordinary course of business and therefore will not be required to be filed.

    In this case, the Company entered into an
    agreement with a commercial counterparty in the media industry following claims of alleged breach of an existing agreement between
    the company and the counterparty. While the agreement was called a “settlement agreement,” and included a release of
    claims by each party, it embodied an agreement between the parties to amend and extend the terms of the existing commercial agreement
    between the parties. Notably, the payment schedule for the payments under the agreement is based on the term of the extended commercial
    agreement. For the foregoing reasons, the Company views this agreement, while titled a settlement agreement, to be an ordinary-course
    business agreement between the Company and its counterparty with respect to these matters.

    Notwithstanding the foregoing, the Company
    acknowledges that, if the Company’s business was “substantially dependent” on this agreement, then it would be
    required to file it as a material contract under Item 601. The Company respectfully submits that it is not substantially dependent
    on the contract.

    Item 101 of Regulation S-K requires the registrant
    to disclose if it is dependent on key customers. In this case, the commercial counterparty is not a significant customer and represents
    less than 10% of the Company’s revenues. More specifically, the total revenue received from the counterparty to this agreement
    for the twelve months ended December 31, 2023 was less than 3.0% of the Company’s total revenue for this period and is expected
    to reflect a similar proportion of revenue in future periods.

    2

    2.
    You
    disclose that Newsmax Media reached a settlement agreement with Smartmatic on September 26, 2024, pursuant to which all claims will
    be released by Smartmatic for consideration, including a cash amount of $40 million payable over time and the issuance of a five
    year cash exercise warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share. Please
    disclose the timing of the payment for the $40 million cash settlement and the amount that has been paid to date. Explain whether
    any of the proceeds of this offering will be used to pay the settlement with Smartmatic. File the settlement agreement as an exhibit.

    RESPONSE:
    The Company acknowledges the Staff’s
    comment and has amended its disclosure in the Amended Form 1-A to state clearly that (i) as of the date hereof, the Company has made
    payments under the settlement agreement totally $20 million, it will pay the remaining balance by making additional $10 million payments
    on each of March 31, 2025 and June 30, 2025 and (iii) the payments will be made from the Company’s existing cash on hand, and
    no proceeds of this offering will be used to make the remaining payments.

    The Company acknowledges the Staff’s
    request that it file the settlement agreement with Smartmatic as an exhibit to the Amended Form 1-A, but respectfully submits that,
    for the reasons set forth below, the agreement is not a material contract of the Company that is required to be filed pursuant to
    Item 601(b)(10) of Regulation S-K.

    Although this contract was entered into outside of the ordinary course
of business, this contract is not material to the registrant. The only terms of the agreement that are material to an investor’s
understanding of the agreement are the amount to be paid and the period over which the Company is obligated to make such payments under
the Agreement and the issuance of the warrant. In response to this comment, the disclosure in the Amended Form 1-A has been revised to
include all of these terms. Further, the Company currently has sufficient cash on hand to pay these amounts when due and therefore none
of the proceeds from the offering will be used to make the remaining payments. The agreement does not contain any other material performance
obligation on the part of registrant except for the required payments and the issuance of the warrant. Moreover, the Company advises the
Staff that is not permitted to disclose the Settlement Agreement absent the consent of the other parties to the Settlement Agreement.

* * *

    3

If any additional supplemental information is
required by the Staff or if you have any questions regarding the foregoing, please contact Edward Welch of Sheppard, Mullin, Richter
& Hampton LLP at (212) 634-3085 with any questions or further comments regarding the responses to the Staff’s comments.

Very truly yours,

/s/ Edward Welch, Esq.

Edward Welch, Esq.

    4

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

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

CORRESP
1
filename1.htm

    Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112-0015

212.653.8700 main

212.653.8701 fax

www.sheppardmullin.com

February 7, 2025

VIA EDGAR

    U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street N.E.

Washington, D.C. 20549

    Attention:

    Amanda Kim

    Stephen Krikorian

    Re:
    Newsmax Inc.

    Amendment No. 1 to Draft Offering Statement on Form 1-A

    Submitted December 13, 2024

    CIK No. 0002026478

Dear Messrs. Kim and Krikorian:

This letter sets forth the response of Newsmax
Inc. (the “Company”) to the comment letter, dated January 2, 2025, of the Staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to its
Offering Circular on Form 1-A (the “Form 1-A”), confidentially submitted on December 13, 2025. In order to facilitate
your review, we have reproduced the Staff’s comment in its entirety, with the response to such comment set out below the comment.

Concurrently with this correspondence, the Company is submitting Amendment No. 2 to its Form 1-A (the “Amended Form 1-A”).
When indicated, the responses described below are contained in the Amended Form 1-A. References to page numbers in this letter refer to
the pagination of the Amended Form 1-A. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed
to such terms in the Amended Form 1-A.

Pursuant to 17. C.F.R. § 200.83 (“Rule
83”), we are requesting confidential treatment for portions of our response below, as indicated by “[***]”, reflecting
information that we have provided supplementally to the Commission.

Amendment No. 1 to Draft Offering Statement of Form 1-A

Exhibits

1. We
note your revised disclosure and response to prior comment 2 regarding the settlement agreement with a commercial counterparty (also
a customer). Please revise the Use of Proceeds section to indicate the portion of the proceeds from this offering that will be used to
finance the settlement payments. Also, please identify the counterparty to the agreement and file the agreement as an exhibit. Based
on company's business as a television broadcaster and multi-platform content publisher, this settlement agreement does not appear to
be a contract that you typically enter into in the ordinary course of business. See Item 17 of Form 1-A.

    RESPONSE:

    The Company acknowledges the Staff’s comment
    and has revised its disclosure in the Amended Form 1-A to reflect that, if necessary, it may use a portion of the proceeds of the offering
    to pay amounts payable under this agreement.

    [***]

If any additional supplemental information is
required by the Staff or if you have any questions regarding the foregoing, please contact Edward Welch of Sheppard, Mullin, Richter &
Hampton LLP at (212) 634-3085 with any questions or further comments regarding the responses to the Staff’s comments.

  Very truly yours,

  /s/ Edward Welch, Esq.

  Edward Welch, Esq.

January 2, 2025
Darryle Burnham
Chief Financial Officer
Newsmax Inc.
750 Park of Commerce Drive, Suite 100
Boca Raton, Florida 33487
Re:Newsmax Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted December 16, 2024
CIK No. 0002026478
Dear Darryle Burnham:
            We have reviewed your amended draft offering statement and have the following
comment.
            Please respond to this letter by providing the requested information and either
submitting an amended draft offering statement or publicly filing your offering statement on
EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our October 2, 2024
letter.
Amendment No. 1 to Draft Offering Statement of Form 1-A
Exhibits
1.We note your revised disclosure and response to prior comment 2 regarding
the settlement agreement with a commercial counterparty (also a customer). Please
revise the Use of Proceeds section to indicate the portion of the proceeds from this
offering that will be used to finance the settlement payments. Also, please identify the
counterparty to the agreement and file the agreement as an exhibit. Based on
company's business as a television broadcaster and multi-platform content publisher,
this settlement agreement does not appear to be a contract that you typically enter into
in the ordinary course of business. See Item 17 of Form 1-A.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488

January 2, 2025
Page 2
if you have questions regarding comments on the financial statements and related
matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Edward M. Welch

October 2, 2024
Darryle Burnham
Chief Financial Officer
Newsmax Inc.
750 Park of Commerce Drive, Suite 100
Boca Raton, Florida 33487
Re:Newsmax Inc.
Draft Offering Statement on Form 1-A
Submitted September 4, 2024
CIK No. 0002026478
Dear Darryle Burnham:
             We have reviewed your draft offering statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. Please
refer to Rule 252(d) regarding the public filing requirements for non-public submissions,
amendments and correspondence. 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 your amended draft offering statement or filed offering statement and the
information you provide in response to this letter, we may have additional comments.
Draft Offering Statement of Form 1-A
The Offering, page 7
1.Information provided throughout the offering statement assumes that you will receive the
full amount of the offering. Please revise throughout the offering statement, as applicable,
to show the impact of receiving proceeds at varying levels, e.g., 25%, 50%, 75% and
100% of the shares being sold. For example, changes should be made to offering
summary and Use of Proceeds.
Business, page 42
We note your disclosure on page 25 that in 2023, you entered into a settlement agreement
with a commercial counterparty for $41.3 million and as of September 3, 2024, you have
a total of $38.2 million remaining to be paid over time. Please explain why you have not
included a discussion of this settlement agreement under legal proceedings. Clarify
whether any of the proceeds of the offering will be used to pay any portion of the 2.

October 2, 2024
Page 2
settlement agreement. Additionally, please file the settlement agreement as an
exhibit. Please refer to Item 17 of Part III of Form 1-A.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
3.On page 55, the disclosure indicates the General and administrative expense for the year
ended December 31, 2023 and the year ended December 31, 2022, was $73,822,688 and
$75,848,360, respectively. On pages 9 and F-4, you disclose that the general and
administrative expenses for the year ended December 31, 2023 and December 31, 2022 is
$100,915,301 and $78,409,190, respectively. Please advise.
Advertising Revenue, page 54
4.You disclose that advertising revenue is only the service fee or commission associated
with the respective advertising when the Company is acting as an agent. Please tell us
how you determine whether you are the principal or agent in your advertising
arrangements. Refer to ASC 606-10-55-36 through 55-40 and 50-12(c). In addition, tell us
what consideration was given to disaggregate revenue by timing of transfer of goods or
services (e.g. point in time, over time) or sales channels (e.g. gross versus net). Refer to
ASC 606-10-55-90 and 55-91.
5.We note that you recognize some advertising revenue over-time using the output method.
Please disclose the method applied to measure progress. Also, explain why the
method used provides a faithful depiction of the transfer of goods or services. Refer to
ASC 606-10-50-18.
Non-GAAP Financial Measures, page 60
6.Please remove the reconciliation that begins with Revenue and ends in Adjusted EBITDA
as the presentation resembles a full income statement that gives undue prominence to the
non-GAAP measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(c) of the Compliance & Disclosure Interpretations for Non-GAAP Financial
Measures.
7.Your reconciliation of adjusted EBITDA removes the impact of Other Corporate Matters
and Other, net. Please tell us how you determined these expenses were not normal,
recurring, cash operating expenses necessary to operate your business. Refer to Question
100.01 of the Compliance & Disclosure Interpretations for Non-GAAP Financial
Measures.
Certain Relationships and Related Party Transactions, page 73
8.We note your disclosure that all amounts listed in the Summary of Compensation Table
for Mr. Ruddy include a portion of compensation and expense reimbursement
paid/provided to Crown Reserve LLC, an entity wholly owned by Mr. Ruddy, through
which Mr. Ruddy provided certain services, including director services. Please disclose
Mr. Ruddy's role with Crown Reserve LLC and the business in which that Crown Reserve
LLC is engaged. Please provide appropriate disclosure in the Management and related
party sections of the offering statement.

October 2, 2024
Page 3
Plan of Distribution, page 82
9.We note your disclosure that “[i]n order to meet one of the requirements for listing its
Class B Common Stock on the NYSE, Digital Offering and other soliciting dealers intend
to sell lots of 100 or more shares to a minimum of 400 beneficial holders.” Given that
Digital Offering is not required to sell any specific number or dollar amount of Shares in
this Offering before a closing occurs, discuss the uncertainties regarding your application
to list on the New York Stock Exchange. Clarify whether you need to complete this
offering to meet the initial listing requirements of NYSE. If so, explain your disclosure
that you will not "complete the registration" if the Shares are not approved for listing on
NYSE.
Note 1. Nature of Business and Significant Accounting Policies
Other Assets, page F-12
10.You disclose that during 2023, you capitalized upfront costs associated with a business
agreement with a commercial counterparty amounting to $41.25 million and recognized
an impairment of $23.9 million. Please describe the nature and terms of this agreement.
Explain why the payment is being amortized as a contra revenue item. In this regard,
please tell us and disclose how you are accounting for this payment. Clarify whether the
counterparty is a customer and you are applying ASC 606-10-32-25. Cite the accounting
literature that supports your accounting conclusion. In addition, please disclose the facts
and circumstances leading to the impairment. Tell us your consideration of charging the
impairment as a reduction of revenue like your presentation of the amortization amount.
Note 10. Legal
Defamation and Disparagement Claims, page F-21
11.You disclose that in 2023, you entered into a settlement agreement with a commercial
counterparty for $41.3 million and have $39.4 million remaining to be paid over time
pursuant to the payment schedule. Please tell us how you are accounting for this
settlement agreement and cite the literature that supports your accounting.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Edward M. Welch