UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 8.01 | Other Events. |
Filing of Registration Statement on Form S-4:
On December 22, 2023, Digital World Acquisition Corp., a Delaware corporation (the “Company”), issued press release announcing that it had filed an amendment No. 2 to the Company’s registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which includes a preliminary proxy statement of the Company, and a prospectus in connection with a proposed business combination (the “Business Combination”) with Trump Media & Technology Group Corp (“TMTG”). The press release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Pipe Investment and Alternative Deal:
On December 4, 2021, in support of the Business Combination, the Company entered into certain securities purchase agreements (the “SPAs”) with certain institutional investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Business Combination. Such number of shares of Preferred Stock were initially expected to be convertible into 29,761,905 shares of the Company’s common stock, subject to upward adjustment as described below. The closing of the PIPE is conditioned on the concurrent closing of the Business Combination and other closing conditions as set forth in the SPAs.
The SPAs provided PIPE Investors the right to terminate the PIPE at any time after September 20, 2022 if the Business Combination had not been consummated by such date. Furthermore, in connection with the second amendment to that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended and supplemented from time to time, the “Merger Agreement”), at the request of TMTG, the Company agreed to use its reasonable best efforts to discuss with the PIPE Investors a reduction or termination of the SPAs and the PIPE.
Pursuant to the Merger Agreement, the Company expects to continue to seek the termination of or significantly reduce such PIPE commitments. As a result, the Company received termination notices from certain PIPE Investors, and as of the date of this Form 8-K, the remaining PIPE Investment is $515,500,000. As of the date of this 8-K, based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022, the Company believes that, unless waived by both the PIPE Investors and the Company, the parties will not be able to satisfy certain closing conditions in the SPAs. Furthermore, pursuant to the Merger Agreement, the Company expects to continue to seek the termination of or significantly reduce such commitments.
In the course of discussions with PIPE Investors to seek the termination of the SPAs, certain of the remaining PIPE Investors and the Company tentatively explored an alternative arrangement involving convertible promissory notes as a possible substitute for the original PIPE commitments. In that context, such potential notes would be interest-bearing and mature on the anniversary of the Business Combination’s consummation. In addition, the parties considered the possibility that any such notes could be convertible into units based on (x) the aggregate of the principal amount and any accrued interest, divided by (y) a hypothetical conversion price of eight dollars ($8.00), rounded to the nearest full unit. Each such unit might include one share of Class A common stock and half a warrant, which could be similar to placement warrants. Moreover, the parties also considered the likelihood that the note would be subject to negative covenants and contain registration rights. Any such potential transaction, which may be valued up to $50 million, would be contingent on the remaining PIPE Investors and the Company being able to agree to commercial and legal terms. Should any such agreement materialize, the Company expects that the Merger Agreement would need to be amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated December 22, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Digital World Acquisition Corp. | ||||||
| Dated: December 22, 2023 | By: | /s/ Eric Swider | ||||
| Name: | Eric Swider | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Digital World Acquisition Corp. and Trump Media & Technology Group Corp. Announce filing of Amendment No. 2 to the Form S-4 Registration Statement, Marking a Significant Milestone in their Proposed Business Combination
Miami, FL, December 22, 2023 — Digital World Acquisition Corp. (Nasdaq: DWAC) (“Digital World” or the “Company”) and Trump Media & Technology Group Corp. (“TMTG”) announced today the filing by DWAC of Amendment No. 2 to the Form S-4 Registration Statement (the “Registration Statement”), which includes a preliminary proxy statement of the Company, and a prospectus in connection with the proposed business combination (the “Business Combination”) with TMTG. Such filing with the Securities and Exchange Commission (the “SEC”) marks another important milestone in the proposed Business Combination, which Digital World and TMTG expect to consummate as soon as the first quarter of 2024.
The Registration Statement has not yet become effective and the information contained therein is subject to change.
“The combination of the amendment to the Registration Statement, the approved completion of due diligence by our board, and the recommendation by our board that shareholders approve this transaction, represents another significant development in the Company’s and TMTG’s meaningful collaboration toward consummating the Business Combination. This new filing underscores our commitment to deliver comprehensive information to our stockholders to evaluate the value of this exciting combination with TMTG. We are hopeful we are now one step closer toward clearing regulatory comments to be able consummate the Business Combination,” observed Eric Swider, CEO of Digital World.
TMTG’s CEO, Devin Nunes, noted “With this filing, we are closing in on the final steps before our merger becomes effective and goes to the shareholders for a vote. Once consummated, we believe that the merger will allow Truth Social to exit the research and development phase, establishing our platform as a true start-up enterprise and the centerpiece of a movement to keep the internet open and protect free expression. For now, we’ve answered the SEC’s inquiries and will be happy to address any follow-up questions they may have.”
About Digital World Acquisition Corp.
Digital World Acquisition Corp. (Nasdaq:DWAC) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. To learn more, visit www.dwacspac.com.
About TMTG
The mission of Trump Media & Technology Group (TMTG) is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.
Additional Information and Where to Find It
DWAC has filed the Registration Statement, which includes a preliminary proxy statement of the Company, and a prospectus in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to stockholders of DWAC as of a record date to be established for voting on the Business Combination. Securityholders of DWAC and other interested persons are advised to read the preliminary proxy statement/prospectus, and amendments thereto, and, when available, the definitive proxy statement/prospectus in connection with DWAC’s solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents will contain important information about DWAC, TMTG and the Business Combination. DWAC’s securityholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Digital World Acquisition Corp., 3109 Grand Ave, #450, Miami, FL 33133.
Participants in Solicitation
DWAC and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of DWAC in favor of the Business Combination. Securityholders of DWAC and other interested persons may obtain more information regarding the names and interests of DWAC’s directors and officers in the Business Combination in DWAC’s filings with the SEC, including in the definitive proxy statement/ prospectus, and the names and interests of TMTG’s directors and officers in the proposed Business Combination in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation do not have any interests in DWAC other than with respect to their interests in the Business Combination.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between the Company and TMTG. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the Business Combination and may not be completed in a timely manner, by DWAC’s Business Combination deadline or DWAC’s expectations or at all, which may adversely affect the price of DWAC’s securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended and supplemented from time to time, the “Merger Agreement”) by the stockholders of DWAC, (iii) the risk that DWAC may not be able to terminate all of the securities purchase agreements (the “SPAs”) with certain institutional investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the “PIPE”) and as a result TMTG may determine not proceed with the Business Combination, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by DWAC stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s 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 TMTG’s business relationships, operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of DWAC, (x) the outcome of any legal proceedings that may be instituted against TMTG or against DWAC 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) Truth Social, TMTG’s 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 future pandemics 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, (xviii) DWAC’s ability to timely comply with Nasdaq’s rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence investigations, and (xx) those factors discussed in DWAC’s filings with the SEC, including in the Registration Statement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of the Registration Statement and in DWAC’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2022, as filed with the SEC on October 30, 2023 (the “2022 Annual Report”) and in other reports DWAC files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to DWAC (or to third parties making the forward-looking statements).
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 DWAC and TMTG 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 DWAC nor TMTG gives any assurance that DWAC, TMTG, or the combined company, will achieve its expectations.
Contact Information
Investor Relations:
Name: Alex Cano
Email: investorrelations@dwacspac.com
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