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. Working Towards Consummating Its Proposed Business Combination With Trump Media & Technology Group
MIAMI, FL June 14, 2022 The Digital World Acquisition Corp. (Digital World) team has been tirelessly working towards
consummating its proposed business combination (the Business Combination) with Trump Media & Technology Group Corp. (TMTG), and to afford Digital World stockholders, both large and small, the opportunity to
participate in the process of the Business Combination. Additionally, Digital Word appreciates that the Securities and Exchange Commission (the SEC) is tasked with protecting investors and is working to provide the SEC staff with
information, pursuant to previously disclosed subpoena requests, so that the SEC has what it needs to conduct and conclude its investigation. The Digital World team continues to diligently work towards completing the Business Combination, which
includes approximately $1.25 billion of net proceeds to TMTG at close, assuming no redemptions by Digital World stockholders, in order for investors to have the opportunity to participate in the Business Combination.
About Digital World Acquisition Corp.
Digital World
(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.
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 Digital World and TMTG, including without limitation statements regarding
the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination and the private placement of Digital World (the PIPE), the implied enterprise value, future financial condition and performance of
TMTG and the combined company after the closing and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemptions of Digital Worlds public stockholders and
the products and markets and expected future performance and market opportunities of 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 the 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 Business Combination deadline and the potential failure to obtain an extension of the
Business Combination 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 (as defined below) by the
stockholders of Digital World, (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 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 contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE or the Business Combination on TMTGs business
relationships, operating results, and business generally,