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

Trump’s Truth Social blasts reports of financial trouble as ‘knowingly false bar talk’

Trump Media & Technology Group says it is launching advertising on social platform, points to $15 million in recent financing.

August 29, 2022

By John Solomon |

Former President Donald Trump’s social media company says media reports it is in financial trouble are “knowingly false bar talk,” pointing to regulatory filings showing it raised more than $15 million and has enough operating capital until at least next spring.

Trump Media & Technology Group (TMTG) provided Just the News with a defiant statement on Sunday after Just the News inquired about speculative reports in Fox Business and The Washington Post suggesting the parent company behind the Truth Social app was cash-strapped.

Fox Business suggested the Trump company’s finances were in “significant disarray,” while the Post said there were “signs that the company’s financial base has begun to erode.”

But TMTG told Just the News it was launching its first advertising on the Truth Social app, which experts expect could generate millions of ad impressions a day, and that the new revenues would augment $15 million in bridge loans raised earlier in the year that was projected in a Securities and Exchange Commission filing to cover the company’s operating through next April.

The company also flexed its muscle a few weeks ago when it helped country music star John Rich launch a new song that instantly soared to #1 on the Apple Music charts

“Truth Social is on strong financial footing, as evidenced by TMTG’s ability to recently raise $15 million in bridge funding,” the company said in its statement. “Any assertion to the contrary is knowingly false bar talk maliciously designed to harm Truth Social investors.

“Moreover, these falsehoods are easily contradicted by both publicly available filings and Truth Social’s latest accomplishments, which include propelling country music star John Rich’s new single to #1 on iTunes for nearly two weeks. As part of TMTG’s revenue plan, Truth Social will soon begin running advertisements on the platform, allowing businesses to interact with Truth’s extraordinarily engaged audience.”

The new statement to Just the News comports with a financial picture TMTG painted in a SEC filing earlier this year with a Special Purpose Acquisition Company or SPAC seeking to merge with the firm.

“During the period January 2022 through March 2022, TMTG raised additional bridge funding of $15,360,000,” the SEC filing said. “The directors believe that the Company will have sufficient funds to meet its liabilities as they fall due for the 12-month period ending April 30, 2023.”

While some mainstream media continues to suggest Truth Social is off to a slow start, many conservative media celebrities that use the platform report that it is generating large engagement and page views. Since early summer, Truth Social has become one of the largest referral sources of traffic to the Just the News web site.

Trump himself weighed in over the weekend, saying his social platform had grown by more than 550% since the FBI raid on his home.

“The Fake News Media is devastated by how well TRUTH is doing so, quite on cue, they are working overtime to criticize and demean it,” he posted on the platform. “Actually, many of the big guns in Washington, D.C., are fighting to stop the TRUTH but, they won’t be successful.”

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 World’s and TMTG’s 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 World’s securities, (ii) the risk that the Business Combination may not be completed by Digital World’s 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 Market’s 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 TMTG’s 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 the Business Combination and PIPE, (xii) TruthSocial, TMTG’s initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute its growth strategies, (xv) risks related to the ongoing COVID-19 pandemic and response and geopolitical developments, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, and (xviii) those factors discussed in Digital World’s filings with the SEC, including the registration statement on Form S-4 (initially filed with the SEC on May 16, 2022 and as may be amended from time to time, the “Registration Statement”),

which includes a preliminary proxy statement/prospectus and will include a definitive proxy statement/prospectus. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that have been described in the “Risk Factors” section of the Registration Statement and other documents to be filed by Digital World from time to time with the SEC. 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 while Digital World and TMTG may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of Digital World or TMTG gives any assurance that Digital World, TMTG, or the combined company, will achieve the expectations.

Participants in the Solicitation

Digital World and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of Digital World in favor of the approval of the Business Combination. Securityholders of Digital World and other interested persons may obtain more information regarding the names and interests in the Business Combination of Digital World’s directors and officers in Digital World’s filings with the SEC, including the Registration Statement that has been filed with the SEC, which also contains the names and interests in the Business Combination of TMTG’s directors and officers. These documents can be obtained free of charge from the sources indicated below.

No Offer or Solicitation

This communication hereto shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Important Information About the Transactions and Where to Find It

In connection with the Business Combination and PIPE, Digital World has filed with the SEC the Registration Statement, which includes a preliminary proxy statement/prospectus and will include a definitive proxy statement/prospectus. Digital World’s stockholders and other interested persons are advised to read the Registration Statement, including the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, as these materials will contain important information about Digital World, TMTG, the Merger Agreement, the Business Combination and PIPE. When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to stockholders of Digital World as of a record date to be established for voting on the Business Combination. Stockholders of Digital World will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at, or by directing a request to: Digital World Acquisition Corp., 78 SW 7th Street, Miami, FL 33130.

Digital World Acquisition (NASDAQ:DWAC)
Historical Stock Chart
From Oct 2022 to Nov 2022 Click Here for more Digital World Acquisition Charts.
Digital World Acquisition (NASDAQ:DWAC)
Historical Stock Chart
From Nov 2021 to Nov 2022 Click Here for more Digital World Acquisition Charts.