Filed by Digital World Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as Amended
Subject Company: Digital World Acquisition Corp.
Commission File No. 001-40779
Digital World Acquisition Corp. Announces Adjournment of its Special Meeting of Stockholders to Provide Additional Time to Approve an
Extension of its Initial Business Combination Deadline
Provides Additional Telephone Access to Facilitate Voting Process Prior
to the Adjourned Meeting
Urges All Stockholders to Promptly Vote FOR the Extension Amendment that Will Provide the
Company Additional Time to Complete a Business Combination EVERY VOTE COUNTS!
Miami, FL, September 6, 2022 Digital World
Acquisition Corp. (Nasdaq: DWAC) (Digital World or the Company) today announced that the special meeting of stockholders (the Special Meeting), which was originally scheduled for September 6, 2022, is
being adjourned to 12:00 p.m. Eastern Time on September 8, 2022.
The Special Meeting is for stockholders to consider amending the Companys
amended and restated certificate of incorporation (Extension Amendment) to extend the period of time for completing a business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (or
until September 8, 2023) or such earlier date as determined by the Companys Board of Directors (the Extension).
The record date
for the stockholders meeting to vote on the Extension remains the close of business on August 12, 2022 (the Record Date). Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change
their vote need not take any action. Stockholders as of the Record Date can vote, even if they have subsequently sold their shares.
The Company also
announced that it has provided a third telephone line to facilitate the voting process for shares held in street name. Stockholders can now call (786) 677-4893, in addition to (786) 206-8970, for step-by-step assistance on how to vote. Stockholders can also continue to vote by internet or by phoning the
Companys proxy solicitor, Saratoga Proxy Consulting LLC (Saratoga Proxy), at (888) 368-0379 or (212) 257-1311. Votes will be accepted up to and
during the adjourned meeting.
If stockholders have any questions or need assistance, please call Saratoga Proxy at (888)
368-0379 or (212) 257-1311.
In connection with the adjourned date, the
Company has extended the deadline for holders of the Companys Class A common stock issued in the Companys initial public offering to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern Time on
September 7, 2022. Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares.
If the Extension Amendment is not approved by the stockholders by September 8, 2022, ARC Global Investments II, LLC, the Companys sponsor (the
Sponsor), intends to contribute to the Companys trust account an aggregate amount of $2,875,000, which is equal to $0.10 per share of Class A common stock issued in the Companys initial public offering, to extend the
time to consummate an initial business combination for a three-month period, until December 8, 2022. Such contribution would be made as a loan that would not accrue interest and would either be paid upon earlier of consummation of an initial
business combination or the companys liquidation, or, at the lenders discretion and subject to certain conditions, converted upon consummation of the initial business combination into additional into units, at a price of $10.00 per unit,
identical to the units issued in the Companys private placement that was consummated in connection with the Companys initial public offering. The contribution, once made, would increase the pro rata portion of the funds available in the
Companys trust account in the event of the consummation of an initial business combination or liquidation from approximately $10.20 per share to approximately $10.30 per share.