Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Extension and the proposed Business Combination
between Digital World and TMTG, including without limitation
statements regarding the uncertainties relating to Digital World’s
stockholder approval of the Extension, 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 World’s 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 World’s
securities, (ii) the risk that the Business Combination may not be
completed by Digital World’s Business Combination deadline and the
potential failure to obtain Digital World’s stockholder approval of
the Extension, (iii) the failure to satisfy the conditions to the
consummation of the Business Combination or the PIPE, including the
approval of 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”) 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 Market’s 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 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 TMTG or against Digital World related to
the Merger Agreement or the Business Combination, (xi) the risk of
any investigations by the SEC or other regulatory authority
relating to the PIPE, the Merger Agreement or the Business
Combination and the impact they may have on consummating the
transactions, (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 and
that that will be contained in the Extension Proxy Statement and
the Registration Statement relating to the Business Combination.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in the “Risk Factors” section
of Digital World’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, the Extension Proxy Statement, 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 its expectations.