| Item 1.02 |
Termination of a Material Definitive Agreement
|
As previously disclosed, on December 4, 2021, in support of
Digital World Acquisition Corp.’s (“Digital World”) proposed
business combination (the “Business Combination”) with Trump
Media & Technology Group Corp. (“TMTG”), Digital World
entered into securities purchase agreements (the “SPAs”) with
certain institutional investors (the “PIPE Investors”), pursuant to
which the PIPE Investors agreed to purchase up to an aggregate of
1,000,000 shares of Digital World’s Series A Convertible Preferred
Stock (the “Preferred Stock”) at a purchase price of $1,000.00 per
share, for an aggregate commitment of up to $1 billion in a
private placement (the “PIPE”) to be consummated concurrently with
the Business Combination. The shares are initially convertible into
29,761,905 shares of Digital World common stock, subject to upward
adjustment as described herein. The PIPE is conditioned on the
concurrent closing of the Business Combination and other customary
closing conditions.
Pursuant to the SPAs, each of the PIPE Investors may terminate its
respective SPA, among other things, if the closing of the PIPE has
not occurred on or prior to September 20, 2022. Additionally,
as reported in Digital World’s definitive proxy statement dated
August 25, 2022, relating to its special meeting of
stockholders, currently adjourned to October 10, 2022, it is
possible that the parties will restructure the PIPE or renegotiate
such arrangements in view of the PIPE closing conditions, evolving
market and regulatory conditions.
Between September 19, 2022 and September 23, 2022,
Digital World received termination notices from PIPE Investors
representing approximately $138.5 million of the PIPE.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the federal securities laws with
respect to the Business Combination between Digital World and 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 Current Report on Form
8-K, 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 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