UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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☐ Form 10-K ☐ Form
20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D
☐ Form N-CEN ☐ Form N-CSR
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For Period Ended: September 30,
2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED
HEREIN.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Digital World Acquisition Corp.
Full Name of Registrant
N/A
Former Name if Applicable
3109 Grand Ave, #450
Address of Principal Executive Office (Street and
Number)
Miami, FL 33133
City, State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the
following should be completed (Check box if appropriate)
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☒ |
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(a) |
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The reason described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense; |
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(b) |
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following the
prescribed due date; and |
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(c) |
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The accountant’s statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
The Registrant is unable to file its Form 10-Q for the quarterly period
ended September 30, 2022 within the prescribed time period
without unreasonable effort or expense because additional time is
needed to prepare the financial statements for the quarterly period
ended September 30, 2022. The Registrant anticipates that it
will file its Form 10-Q within the five-day grace period provided by
Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
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Name and telephone number of person
to contact in regard to this notification |
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Patrick
Orlando |
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305 |
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735-1517 |
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(Name) |
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(Area code) |
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(Telephone Number) |
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Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If
answer is no, identify
report(s). ☒ Yes ☐ No |
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Is it anticipated that any
significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof? ☒ Yes ☐ No |
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If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |
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For the three months ended
September 30, 2022 and 2021, the Registrant had net loss of
approximately $3.4 million and $0.2 million,
respectively. For the nine months ended September 30, 2022 and
2021, the Registrant had net loss of approximately
$9.6 million and $0.2 million, respectively. The amounts
reported above are still under review by the Registrant’s
independent registered public accounting firm and accounting staff
and may differ once reported in the Form 10-Q to be filed by the
Registrant. |
Digital World Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
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| Date: November 14, 2022 |
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By: |
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/s/ Patrick Orlando
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Patrick Orlando |
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Chief Executive Officer |