Digital World Acquisition Corp. (Nasdaq: DWAC), a special purpose
acquisition company, and Trump Media & Technology Group Corp.
(“TMTG”) announced today that DWAC has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (the “Registration Statement”) in connection with
DWAC’s proposed business combination with TMTG.
On October 20, 2021, DWAC and TMTG entered into
a definitive merger agreement, and today’s filing is a substantial
step towards completing their de-SPAC. The transaction is expected
to close in the second half of 2022, subject to certain
conditions.
The transaction is expected to provide TMTG
approximately $1.25 billion of net proceeds at close, assuming no
redemptions by DWAC stockholders. These proceeds will be used,
among other things, to fund the development and growth of TMTG’s
products—including the TruthSocial app.
About Digital World Acquisition
Corp.
Digital World is a blank check company
incorporated in December 2020 for the purpose of effecting a
business combination with one of more companies. Digital World
completed an Initial Public Offering in September 2021 and entered
into a definitive merger agreement with TMTG in October 2021. To
learn more, visit www.dwacspac.com.
About Trump Media & Technology Group
Corp.
Trump Media & Technology Group (TMTG) is a
social media and technology company. TruthSocial, TMTG's first
product, is a high-growth social media platform and a Big Tech
alternative that encourages an open, free, and honest global
conversation without discriminating on the basis of political
ideology. To learn more, visit www.tmtgcorp.com.
Important Information and Where to Find
It
The proposed transactions will be submitted to
DWAC's stockholders for their consideration and approval at a
special meeting of stockholders. In connection with the proposed
transactions, DWAC has filed the Registration Statement, which
included a preliminary proxy statement / prospectus in connection
with DWAC's solicitation of proxies for the vote by DWAC's
stockholders in connection with the proposed transactions and other
matters as described in such Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued to
TMTG’s shareholders in connection with the completion of the
proposed transactions. After the Registration Statement has been
declared effective, DWAC will mail a definitive proxy statement /
prospectus and other relevant documents to its stockholders as of
the record date established for voting on the proposed
transactions. Investors and security holders of DWAC are advised to
read the preliminary proxy statement and any amendments thereto,
and, when available, the definitive proxy statement / prospectus,
in connection with DWAC's solicitation of proxies for its special
meeting of stockholders to be held to approve the proposed
transactions because the proxy statement / prospectus will contain
important information about the proposed transactions and the
parties to the proposed transactions. Investors and security
holders will be able to obtain free copies of the Registration
Statement, including the proxy statement / prospectus and all other
relevant documents filed or that will be filed with the SEC by DWAC
at www.sec.gov. The documents filed by DWAC with the SEC also may
be obtained free of charge upon written request to DWAC at 110 East
59th Street, New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS
OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Participants in the
Solicitation
DWAC and TMTG and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from DWAC's stockholders in connection with
the proposed transactions. DWAC's stockholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and executive officers of DWAC in the
Registration Statement. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies from DWAC's stockholders in connection with the proposed
business combination is set forth in the Registration
Statement.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to
buy the securities of DWAC or TMTG, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
Forward-Looking Statements
This press release contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the proposed transaction between
DWAC and TMTG. Such forward-looking statements include, but are not
limited to, statements regarding the closing of the transaction and
DWAC's, TMTG's, or their respective management teams' expectations,
hopes, beliefs, intentions or strategies regarding the future. The
words "anticipate", "believe", "continue", "could", "estimate",
"expect", "intends", "may", "might", "plan", "possible",
"potential", "predict", "project", "should", "would" and similar
expressions may identify forward-looking statements, 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 assumptions, risks and uncertainties. These statements
are based on various assumptions, whether or not identified in this
press release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by an investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of DWAC and TMTG. Many factors
could cause actual future events to differ from the forward
looking-statements in this press release, including but not
limited, to (i) the risk that the transaction may not be completed
in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the transaction, (iii) the
inability to complete the PIPE offering, (iv) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the business combination agreement, (v) the outcome
of any legal proceedings that may be instituted against TMTG and/or
DWAC related to the business combination agreement, (vi) the
ability to maintain the listing of DWAC stock on Nasdaq (or, if
applicable, to list and maintain the listing of the combined entity
on the NYSE), (vii) costs related to the transactions and the
failure to realize anticipated benefits of the transactions, (viii)
the effect of the announcement or pendency of the transaction on
TMTG's business relationships, operating results, performance and
business generally, (ix) changes in the combined capital structure
of TMTG and DWAC following the transactions, (x) changes in laws
and regulations affecting TMTG's business, (xi) risks related to
TMTG's potential inability to achieve or maintain profitability and
generate cash, (xii) the enforceability of TMTG's intellectual
property, including its patents and the potential infringement on
the intellectual property rights of others, (xiii) the potential
for and impact of cyber related attacks, events or issues effecting
TMTG, its business and operations, and (xiv) other risks and
uncertainties indicated from time to time in the filings of DWAC,
including the definitive Registration Statement that DWAC has
filed, including a proxy statement / prospectus related to the
potential business combination. 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 TMTG and DWAC
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither TMTG nor DWAC gives any
assurance that either TMTG or DWAC will achieve its
expectations.
Investor Relations Contact:
MZ Group – North America
TMTGIR@mzgroup.us
Media Contact:
press@tmtgcorp.com
Source: Digital World Acquisition Corp.,
TMTG
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