Filed by Digital World Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as
Subject Company: Digital World Acquisition
Commission File No. 001-40779
Digital World Acquisition Corp. Announces
Adjournment of its Special Meeting of Stockholders to Provide
Additional Time to Approve an Extension of its Initial Business
Provides Additional Telephone Access to
Facilitate Voting Process Prior to the Adjourned
Urges All Stockholders to Promptly Vote
FOR the Extension Amendment that Will Provide the Company
Additional Time to Complete a Business Combination – EVERY VOTE
Miami, FL, September 6, 2022 — Digital World Acquisition Corp.
(Nasdaq: DWAC) (“Digital World” or the “Company”) today
announced that the special meeting of stockholders (the “Special
Meeting”), which was originally scheduled for September 6,
2022, is being adjourned to 12:00 p.m. Eastern Time on
September 8, 2022.
The Special Meeting is for stockholders to consider amending the
Company’s amended and restated certificate of incorporation
(“Extension Amendment”) to extend the period of time for completing
a business combination up to four times, each by an additional
three months, for an aggregate of 12 additional months (or until
September 8, 2023) or such earlier date as determined by the
Company’s Board of Directors (the “Extension”).
The record date for the stockholders’ meeting to vote on the
Extension remains the close of business on August 12, 2022
(the “Record Date”). Stockholders who have previously submitted
their proxy or otherwise voted and who do not want to change their
vote need not take any action. Stockholders as of the Record Date
can vote, even if they have subsequently sold their shares.
The Company also announced that it has provided a third telephone
line to facilitate the voting process for shares held in “street”
name. Stockholders can now call (786) 677-4893, in addition to (786)
206-8970, for step-by-step assistance on how
to vote. Stockholders can also continue to vote by internet or
by phoning the Company’s proxy solicitor, Saratoga Proxy Consulting
LLC (“Saratoga Proxy”), at (888) 368-0379 or (212) 257-1311. Votes will be accepted
up to and during the adjourned meeting.
If stockholders have any questions or need assistance, please call
Saratoga Proxy at (888) 368-0379 or (212) 257-1311.
In connection with the adjourned date, the Company has extended the
deadline for holders of the Company’s Class A common stock
issued in the Company’s initial public offering to submit their
shares for redemption in connection with the Extension to 5:00 p.m.
Eastern Time on September 7, 2022. Shareholders who wish to
withdraw their previously submitted redemption request may do so
prior to the rescheduled meeting by requesting that the transfer
agent return such shares.
If the Extension Amendment is not approved by the stockholders by
September 8, 2022, ARC Global Investments II, LLC, the
Company’s sponsor (the “Sponsor”), intends to contribute to the
Company’s trust account an aggregate amount of $2,875,000, which is
equal to $0.10 per share of Class A common stock issued in the
Company’s initial public offering, to extend the time to consummate
an initial business combination for a three-month period, until
December 8, 2022. Such contribution would be made as a loan
that would not accrue interest and would either be paid upon
earlier of consummation of an initial business combination or the
company’s liquidation, or, at the lender’s discretion and subject
to certain conditions, converted upon consummation of the initial
business combination into additional into units, at a price of
$10.00 per unit, identical to the units issued in the Company’s
private placement that was consummated in connection with the
Company’s initial public offering. The contribution, once made,
would increase the pro rata portion of the funds available in the
Company’s trust account in the event of the consummation of an
initial business combination or liquidation from approximately
$10.20 per share to approximately $10.30 per share.