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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.
 Devin Nunes
FirstName  LastNameDevin
Trump Media   & TechnologyNunes
                           Group Corp.
Comapany
May        NameTrump Media & Technology Group Corp.
     21, 2024
May 21,
Page 2 2024 Page 2
FirstName LastName
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.
 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,
FirstName LastNameDevin Nunes
                                                  Division of Corporation
Finance
Comapany NameTrump Media & Technology Group Corp.
                                                  Office of Technology
May 21, 2024 Page 3
cc:       Jon Talcott
FirstName LastName
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