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

2.     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
 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