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
The following is a statement issued by Trump Media & Technology Group Corp. (TMTG) to Breitbart News on September 18, 2022
The SEC has stalled its review of our planned merger with DWAC, having failed to act despite DWAC having filed its registration statement more
than four months ago. This inexcusable obstruction, which directly contradicts the SECs stated mission, is damaging investors and many others who are simply following the rules and trying to expand a successful business. In light of the
obvious conflicts of interest among SEC officials and clear indications of political bias, TMTG is now exploring legal action against the SEC. Despite the increasing weaponization and politicization of government agencies, Truth Social will continue
its expansion plans, supported by the unprecedented levels of user engagement on the platform.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business
combination transaction (the Business Combination) between Digital World Acquisition Corp., a Delaware corporation (Digital World), and Trump Media & Technology Group Corp., a Delaware corporation (TMTG),
contemplated by an Agreement and Plan of Merger, dated October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, and as it may further be amended or supplemented from time to time, the
Merger Agreement). Digital Worlds and TMTGs actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future
events. 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 communication,
including but not limited to: (i) the risk that the Business Combination and a private placement to be consummated concurrently with the Business Combination (PIPE) may not be completed in a timely manner or at all, which may
adversely affect the price of Digital Worlds securities, (ii) the risk that the Business Combination may not be completed by Digital Worlds deadline for an initial business combination and the potential failure to obtain an
extension of deadline if sought by Digital World, (iii) the failure to satisfy the conditions to the consummation of the Business Combination or the PIPE, including the approval of the Merger Agreement by the stockholders of Digital World,
(iv) the lack of a third-party fairness opinion in determining whether or not to pursue the 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 Digital World stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Markets
initial listing standards in connection with the consummation of the Business Combination, (viii) the effect of the announcement or pendency of the Business Combination or the PIPE 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 Digital World or against TMTG related to the Merger
Agreement or the Business Combination, (xi) the risk of any investigations by the Securities and Exchange Commission (the SEC) or other regulatory authority relating to the Merger Agreement, the Business Combination or the PIPE and
the impact they may have on consummating