The Nasdaq Stock Markets initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE
or the Business Combination on TMTGs business relationships, operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of TMTG, (x) the outcome of any legal proceedings
that may be instituted against TMTG or against Digital World related to the merger agreement or the Business Combination, (xi) the risk of any investigations by the SEC or other regulatory authority relating to the PIPE, the Merger Agreement or
the Business Combination and the impact they may have on consummating the transactions, (xii) TruthSocial, TMTGs initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general
economic conditions, (xiv) the risk that TMTG may not be able to execute its growth strategies, (xv) risks related to the ongoing COVID-19 pandemic and response and geopolitical developments ,
(xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated
pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, and (xviii those factors discussed in Digital Worlds filings with the SEC and that will be contained in the Registration Statement
relating to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the Risk Factors section of the
Registration Statement and other documents to be filed by Digital World from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while TMTG and Digital World may elect to
update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of TMTG or Digital World
gives any assurance that TMTG, Digital World, or the combined company, will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto shall not constitute a
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 1.01 |
Entry into a Material Definitive Agreement. |
As previously reported by Digital World Acquisition Corp., a Delaware corporation (Digital World), on Current Reports on Form 8-K filed with the Securities and Exchange Commission (the SEC) on October 21, 2021 and October 26, 2021, Digital World is a party to an Agreement and Plan of Merger,
dated as of October 20, 2021 (the Original Agreement), with DWAC Merger Subsidiary Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of DWAC (the Merger Sub), Trump Media &
Technology Group Corp., a Delaware corporation (TMTG), ARC Global Investments II, LLC, a Delaware limited liability company (the Sponsor), in the capacity as the representative for certain stockholders of
Digital World, and TMTGs Chief Legal Officer, in the capacity as the representative for stockholders of TMTG, pursuant to which, among other matters, subject to the terms and conditions therein, Digital World will consummate its initial
business combination with TMTG (the TMTG Business Combination).
On May 11, 2022, Digital World entered into the
First Amendment to Agreement and Plan of Merger, dated as of May 11, 2022 (the First Amendment, together with the Original Agreement and as it may further be amended or supplemented from time to time, the Merger
Agreement)), with Merger Sub, TMTG, the Sponsor in the capacity as our representative, and TMTGs General Counsel in the capacity as the representative of TMTG. The First Amendment provides, among other things, automatic conversion of
TMTGs convertible note into shares of common stock of Digital World upon the consummation of the Business Combination, and clarifies at the closing of the Business Combination (the Closing), a number of shares of Digital
Worlds common stock (the Escrow Amount)