Current Report Filing (8-k)
January 04 2023 - 06:03AM
Edgar (US Regulatory)
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2023-01-03 0001849635
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2023-01-03 2023-01-03 0001849635 us-gaap:CommonStockMember
2023-01-03 2023-01-03 0001849635
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2023-01-03 2023-01-03
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 3,
2023
Digital World Acquisition Corp.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-40779 |
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85-4293042 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3109 Grand Ave, #450
Miami, FL 33133
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (305)
735-1517
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Units, each consisting of one share of Class A common stock,
and one-half of one
Redeemable Warrant |
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DWACU |
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The
Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
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DWAC |
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The
Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one share
of Class A common stock at an exercise price of $11.50 |
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DWACW |
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The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this
chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Effective January 3, 2023, the board of directors (the
“Board”) of Digital World
Acquisition Corp. (the “Company”) elected Mr. Edward Preble
and Mr. Frank Andrews as directors and as members of the audit
and compensation committees of the Board (the “Audit Committee” and the “Compensation Committee,”
respectively).
In connection with Messrs. Preble and Andrew’s appointments, each
individual signed a joinder to that certain letter agreement dated
as of January 3, 2023, by and among the Company, ARC Global
Investments II LLC (the “Sponsor”) and the officers and directors
of the Company, pursuant to which, among other things, the
signatories agreed to waive certain redemption rights and to vote
any shares of Company common stock held in favor of an initial
business combination.
Mr. Preble began his career in 2001 as an International
Advisor for Morgan Stanley and worked directly with many
Institutional and ultra-high net worth families. Before beginning
his own global business development consultancy in 2008,
Mr. Preble worked as a Global Private Wealth Manager for
Merrill Lynch for two years. In 2017, Mr. Preble headed
internationals sales for Crider Foods, the largest added value
poultry company expanding sales significantly over five years. He
is a member of Southeast United States Trade Organization, and USA
Poultry. Mr. Preble received a Bachelor’s Degree of Arts in
Finance and a Corporate Master’s Degree in Business Administration
from Florida International University.
Mr. Andrews is an independent media consultant that has worked
with many top performing artists and is highly connected in the
media space. He began his career working on Fortune 500
brands’ advertising campaigns with a subsequent focus as a producer
on product videos, industrial productions, and live international
trade shows for brands like Canon and Sony with featured artists
like Cindy Lauper. He continued to work with well-known media
artists which led him to launch My Creative Waves Corp in 2014.
Mr. Andrews quickly grew the strategic consultancy offering
guidance to drastically improve consumer experiences for both
digital and traditional media for major consumer brands such as
Macy’s. Mr. Andrews graduated with a Bachelor of Science
Business Administration from University of Central Florida, with an
MFA candidacy in Film Television Production from The Savannah
College of Art & Design.
There are no family relationships between Mr. Preble or
Mr. Andrews and any director, executive officer, or person
nominated or chosen by the Company to become an executive officer
of the Company. There are no arrangements between each of Messrs.
Preble and Andrews and any other person pursuant to which Messrs.
Preble and Andrews were nominated as a director. Other than as
described above, there are no transactions between the Company and
Mr. Preble or Mr. Andrews that are subject to disclosure
under Item 404(a) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Digital World Acquisition Corp. |
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Dated: January 3, 2023 |
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By: |
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/s/ Patrick Orlando
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Name: |
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Patrick Orlando |
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Title: |
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Chief Executive Officer |
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