SUPPLEMENT TO THE PROXY STATEMENT OF DIGITAL WORLD ACQUISITION CORP.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2023
On November 17, 2023, Digital World Acquisition Corp. (DWAC, we, us, our, and
the Company) filed a definitive proxy statement (the Proxy Statement) and the related proxy card (the Proxy Card) relating to the Companys Annual Meeting of Stockholders to be held on
December 19, 2023, at 10:00 AM EST via live webcast by visiting https://www.virtualshareholdermeeting.com/DWAC2023 (the Annual Meeting).
The Proxy Statement inadvertently omits the treatment of broker non-votes with respect to the Convertible
Note Compensation Plan Proposal. Accordingly, the Company is supplementing the Proxy Statement to reflect the consequences of broker non-votes and the amended voting standard applicable to the
Convertible Note Compensation Plan Proposal, which is the vote of a majority of the votes cast by the Companys Class A Common Stock stockholders present in person or represented by proxy at the meeting and entitled to vote thereon,
excluding Class A common stock held by the Sponsor, and the Insiders. Such voting standard, as amended, is consistent with the language of the Companys bylaws, which provides that the vote on any matter, except for the election of
directors, shall be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon unless the matter is one upon which, by applicable law, the
certificate of incorporation, the bylaw or applicable stock exchange rules, a different vote is required.
Capitalized terms used but not defined herein
have the meanings ascribed to them in the Definitive Proxy Statement.
The Proxy Statement is hereby amended and supplemented as follows:
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The following text replaces, in its entirety, the sixth paragraph on the first and second pages of the letter
to stockholders in the Notice of Annual Meeting of Stockholders accompanying the Proxy Statement: |
A plurality of
the votes cast by the shares of the Companys Class A common stock and Class B common stock voting together as a single class present or represented by proxy at the Annual Meeting is required to elect each of the Class I director
nominees named herein. The approval of the Convertible Note Compensation Plan Proposal requires the affirmative vote of a majority of the votes cast by the Companys Class A Common Stock stockholders present in person or represented by
proxy at the meeting and entitled to vote thereon, excluding Class A common stock held by ARC Global Investments II LLC, a Delaware limited liability company (our Sponsor), and all of our directors and officers (the
Insiders). The approval of the Auditor Ratification Proposal requires the affirmative vote of a majority of the votes cast by shares of Class A common stock and Class B common stock voting together as a single class present or
represented by proxy at the Annual Meeting. Our Board has fixed the close of business on November 17, 2023 as the date for determining the Company stockholders entitled to receive notice of and vote at the Annual Meeting and any adjournment
thereof. Only holders of record of the Companys common stock on that date are entitled to have their votes counted at the Annual Meeting or any adjournment thereof.
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The following text replaces, in its entirety, the penultimate paragraph on the second page of the letter to
stockholders in the Notice of Annual Meeting of Stockholders accompanying the Proxy Statement: |
Your vote is
important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Annual Meeting. If you are a stockholder of record, you may also cast your vote
online at the Annual Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Annual Meeting by obtaining a proxy from your
brokerage firm or bank. Withheld votes or your failure to instruct your broker or bank how to vote on the Director Election Proposal will have no effect on the outcome of the election of the directors. Abstentions or your failure to instruct your
broker or bank how to vote on the Convertible Note Compensation Plan Proposal and/or the Auditor Ratification Proposal will have no effect on the outcome of each proposal.
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The following text replaces, in its entirety, the answer to the question What vote is required to
adopt the proposals? under the heading Questions and Answers About the 2023 Annual Meeting of Stockholders on pages 2 and 3 of the Proxy Statement: |