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 Sponsor Funding of Initial Three-Month Extension
and Further Adjournment of its Special Meeting of Stockholders
to Approve Additional Time to Complete its Initial Business Combination
The Company recommends all of its stockholders to vote FOR the Extension at the upcoming Special Meeting.
Miami, FL, September 8, 2022 Digital World Acquisition Corp. (Nasdaq: DWAC) (Digital World or the Company) today
announced that its sponsor, ARC Global Investments II LLC (the Sponsor), has deposited an aggregate of $2,875,000 (representing an additional $0.10 per public share) into the Companys trust account for the benefit of its valued
public stockholders. This additional contribution enables the Company to extend the date by which the Company has to complete its initial business combination for an initial three-month extension from September 8, 2022 to December 8, 2022.
This is the first of two three-month extensions available under the Companys current governing documents. Such contribution effectively increases the pro rata portion of the funds available in the Companys trust account in the event of
the consummation of an initial business combination, liquidation, or other redemption event, from approximately $10.20 per share to approximately $10.30 per share.
The Company is also further adjourning its special meeting of stockholders (the Special Meeting) from September 8, 2022 to 12:00 p.m. Eastern
Time on Columbus Day, which falls on Monday, October 10, 2022. The Special Meeting, which was originally scheduled for September 6, 2022, is being further adjourned in order to solicit more votes toward quorum. 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 available to complete 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 Amendment would effectively provide for an additional six
months, past the two three-month extensions currently permitted by the Companys existing governing documents, to complete a business combination. The Company plans to continue to solicit proxies for the Special Meeting until Columbus Day 2022,
which falls on Monday October 10 this year.
Company recommends all of its stockholders to vote FOR the proposals submitted at the
Special Meeting. Stockholders should endeavor to cast their votes prior to the Special Meeting online at their brokers website or app, by phone at any of these numbers (786) 677-4893 or (786) 206-8970 or by phoning the Companys
proxy solicitor, Saratoga Proxy Consulting LLC, at (888) 368-0379 or (212) 257-1311.
Important: Digital Worlds public filings and voting
instructions can be found on its website, which is dwacspac.com. Patrick Orlando, Digital Worlds CEO, is also disseminating important public information about Digital World on TruthSocial (TRUTH) and his handle is
@thepatrickorlando on TRUTH. To receive updates about the Special Meeting, Stockholders may follow him on TRUTH if they already utilize the platform, or sign up for TRUTH and follow @thepatrickorlando if they are not on the platform just yet.
Patrick Orlando, CEO of Digital World, stated, We are very excited to report that our Sponsor has contributed $2.875 million in additional funds to the
trust fund for the benefit of the stockholders of Digital World Acquisition Corp. These funds provide not only for an initial three-month extension which gives us additional time to advance our business combination efforts but also means that there
are more funds, close to $300 million (prior to any redemptions) in the SPACs trust alone, which could be utilized to fund the expansion and development plans of Digital Worlds business combination target if such business combination is
consummated. In order to get as many votes counted as possible from our valued stockholders, we are adjourning our meeting to Columbus Day 2022, which falls on Monday October 10th this year. We
remind all stockholders to cast their vote and urge stockholders to vote FOR the one-year extension, which we feel will put Digital World in the best position for our valued stockholders. We are ultimately seeking the ability to extend
up to 12 months to enable Digital World to have sufficient time to complete a business combination that our management and board believes will be most additive to stockholder value.
Mr. Orlando added, We continue to strongly believe that a stockholder vote to approve a one-year extension is
important and in the best interests of our stockholders. As of today, those who have voted have overwhelmingly voted FOR the Extension Amendment, and we have added additional phone lines along with other resources to record the incoming
participation; however, we feel it advisable to adjourn our meeting to continue to receive votes and to accommodate the sheer number of voters that have not yet been able to cast their vote. We are going to keep the vote open to permit, to the best
of our ability, all of those stockholders who want to vote whether a large institution, medium size stockholder, or a small retail stockholder with a single share to have their vote counted. I believe we have some, if not the most,
passionate and enthusiastic stockholders of any public company I know of, and I am extremely excited to be amazed by how many our stockholders put in the effort to vote and have their vote counted along with their fellow stockholders.
The record date for the stockholders meeting to vote on the Extension Amendment 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.
In connection with the adjourned date, the Company has further 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 Amendment to 5:00 p.m. Eastern