Digital World Acquisition Corp. and Trump Media & Technology Group Corp. Announce filing of Amendment No. 2 to the Form S-4 Registration Statement, Marking a Significant Milestone in their Proposed Business Combination

Rhea-AI Summary

Digital World Acquisition Corp. (NASDAQ:DWAC) and Trump Media & Technology Group Corp. announced the filing of Amendment No. 2 to the Form S-4 Registration Statement for their proposed business combination. The Registration Statement has not yet become effective, and the companies expect to consummate the Business Combination in the first quarter of 2024. The CEOs of both companies expressed optimism about the progress and the potential value of the merger.

Insights

Financial Analyst

The filing of Amendment No. 2 to the Form S-4 Registration Statement by Digital World Acquisition Corp. in connection with its proposed business combination with Trump Media & Technology Group Corp. signifies a crucial phase in the merger process. This event is indicative of progress towards the completion of the merger, which is expected to have substantial implications for the companies involved and their shareholders. Financial analysts would closely examine the details of the Registration Statement for insights into the financial health, strategic direction and potential risks and rewards associated with the merger.

One key aspect to scrutinize is the due diligence report, which provides a comprehensive assessment of TMTG's business and financial standings. Analysts would assess whether the projected synergies and growth opportunities justify the transaction. Furthermore, the market's reaction to this announcement could influence the stock price of DWAC, impacting investor portfolios. The timing of the merger's completion, anticipated for early 2024, will also be a focal point for analysis, as it can affect the companies' operational and financial strategies.

Legal Expert

The legal complexities inherent in the filing of Amendment No. 2 to the Form S-4 Registration Statement are significant. Legal experts would evaluate the document for compliance with SEC regulations, ensuring that all necessary disclosures are made and that the merger process adheres to legal standards. The statement's effectiveness is pending and the information is subject to change, indicating that further legal scrutiny and potential revisions may be required before final approval. The SEC's role is to protect investors by ensuring full transparency and disclosure of material information and their comments on the Registration Statement will be pivotal in determining the transaction's legality and fairness to shareholders.

Additionally, the legal ramifications of the merger, including antitrust considerations and the impact on competition within the industry, would be of interest to legal professionals. They would also assess the potential for litigation risks that could arise post-merger, which could have long-term consequences for the combined entity's operations and financial stability.

Industry Analyst

From an industry perspective, the proposed business combination between Digital World Acquisition Corp. and Trump Media & Technology Group Corp. is poised to reshape the landscape of social media and technology sectors. Industry analysts would evaluate the strategic positioning of Truth Social, TMTG's social platform, in the competitive market. The transition from the research and development phase to a fully operational start-up suggests a significant shift in TMTG's business model, which could disrupt current industry dynamics.

Analysts would also consider the broader implications of the merger, such as the potential for increased market share, the acceleration of product development and the impact on competitors. The stated goal of keeping the internet open and protecting free expression may resonate with certain user demographics, potentially driving user growth and engagement. However, the sustainability of this positioning and its alignment with regulatory and societal norms would be critical factors in evaluating the long-term viability of the business combination.

MIAMI, FL / ACCESSWIRE / December 22, 2023 / Digital World Acquisition Corp. (NASDAQ:DWAC) ("Digital World" or the "Company") and Trump Media & Technology Group Corp. ("TMTG") announced today the filing by DWAC of Amendment No. 2 to the Form S-4 Registration Statement (the "Registration Statement"), which includes a preliminary proxy statement of the Company, and a prospectus in connection with the proposed business combination (the "Business Combination") with TMTG. Such filing with the Securities and Exchange Commission (the "SEC") marks another important milestone in the proposed Business Combination, which Digital World and TMTG expect to consummate as soon as the first quarter of 2024.

The Registration Statement has not yet become effective and the information contained therein is subject to change.

"The combination of the amendment to the Registration Statement, the approved completion of due diligence by our board, and the recommendation by our board that shareholders approve this transaction, represents another significant development in the Company's and TMTG's meaningful collaboration toward consummating the Business Combination. This new filing underscores our commitment to deliver comprehensive information to our stockholders to evaluate the value of this exciting combination with TMTG. We are hopeful we are now one step closer toward clearing regulatory comments to be able consummate the Business Combination," observed Eric Swider, CEO of Digital World.

TMTG's CEO, Devin Nunes, noted "With this filing, we are closing in on the final steps before our merger becomes effective and goes to the shareholders for a vote. Once consummated, we believe that the merger will allow Truth Social to exit the research and development phase, establishing our platform as a true start-up enterprise and the centerpiece of a movement to keep the internet open and protect free expression. For now, we've answered the SEC's inquiries and will be happy to address any follow-up questions they may have."

About Digital World Acquisition Corp.

Digital World Acquisition Corp. (Nasdaq:DWAC) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. To learn more, visit www.dwacspac.com.

About TMTG

The mission of Trump Media & Technology Group (TMTG) is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

Additional Information and Where to Find It

DWAC has filed the Registration Statement, which includes a preliminary proxy statement of the Company, and a prospectus in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to stockholders of DWAC as of a record date to be established for voting on the Business Combination. Securityholders of DWAC and other interested persons are advised to read the preliminary proxy statement/prospectus, and amendments thereto, and, when available, the definitive proxy statement/prospectus in connection with DWAC's solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents will contain important information about DWAC, TMTG and the Business Combination. DWAC's securityholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC's website at www.sec.gov or by directing a request to: Digital World Acquisition Corp., 3109 Grand Ave, #450, Miami, FL 33133.

Participants in Solicitation

DWAC and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of DWAC in favor of the Business Combination. Securityholders of DWAC and other interested persons may obtain more information regarding the names and interests of DWAC's directors and officers in the Business Combination in DWAC's filings with the SEC, including in the definitive proxy statement/ prospectus, and the names and interests of TMTG's directors and officers in the proposed Business Combination in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation do not have any interests in DWAC other than with respect to their interests in the Business Combination.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between the Company and 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 may not be completed in a timely manner, by DWAC's Business Combination deadline or DWAC's expectations or at all, which may adversely affect the price of DWAC's securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended and supplemented from time to time, the "Merger Agreement") by the stockholders of DWAC, (iii) the risk that DWAC may not be able to terminate all of the 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") for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the "PIPE") and as a result TMTG may determine not proceed with the Business Combination, (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 DWAC 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 DWAC, (x) the outcome of any legal proceedings that may be instituted against TMTG or against DWAC 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) Truth Social, 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 future pandemics 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, (xviii) DWAC's ability to timely comply with Nasdaq's rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence investigations, and (xx) those factors discussed in DWAC's filings with the SEC, including in the Registration Statement. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the "Risk Factors" section of the Registration Statement and in DWAC's Annual Report on Form 10-K, as amended, for the year ended December 31, 2022, as filed with the SEC on October 30, 2023 (the "2022 Annual Report") and in other reports DWAC files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to DWAC (or to third parties making the forward-looking statements).

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 DWAC 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 DWAC nor TMTG gives any assurance that DWAC, TMTG, or the combined company, will achieve its expectations.

Contact Information

Investor Relations:
Name: Alex Cano
Email: investorrelations@dwacspac.com

SOURCE: Digital World Acquisition Corp.

View the original press release on accesswire.com

FAQ

What did Digital World Acquisition Corp. (DWAC) and Trump Media & Technology Group Corp. announce?

They announced the filing of Amendment No. 2 to the Form S-4 Registration Statement for their proposed business combination.

When do Digital World Acquisition Corp. and Trump Media & Technology Group Corp. expect to consummate the Business Combination?

They expect to consummate the Business Combination in the first quarter of 2024.

What is the status of the Registration Statement?

The Registration Statement has not yet become effective and is subject to change.

Who expressed optimism about the progress and potential value of the merger?

CEOs Eric Swider of Digital World and Devin Nunes of Trump Media & Technology Group expressed optimism about the progress and potential value of the merger.