~ Filing represents significant milestone towards merger completion ~
~ Transaction expected to close in the second half of 2022 ~
MIAMI, May 16, 2022 (GLOBE NEWSWIRE) -- Digital World Acquisition Corp. (Nasdaq: DWAC), a special purpose acquisition company, and Trump Media & Technology Group Corp. (“TMTG”) announced today that DWAC has filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) in connection with DWAC’s proposed business combination with TMTG.
On October 20, 2021, DWAC and TMTG entered into a definitive merger agreement, and today’s filing is a substantial step towards completing their de-SPAC. The transaction is expected to close in the second half of 2022, subject to certain conditions.
The transaction is expected to provide TMTG approximately $1.25 billion of net proceeds at close, assuming no redemptions by DWAC stockholders. These proceeds will be used, among other things, to fund the development and growth of TMTG’s products—including the TruthSocial app.
About Digital World Acquisition Corp.
Digital World is a blank check company incorporated in December 2020 for the purpose of effecting a business combination with one of more companies. Digital World completed an Initial Public Offering in September 2021 and entered into a definitive merger agreement with TMTG in October 2021. To learn more, visit www.dwacspac.com.
About Trump Media & Technology Group Corp.
Trump Media & Technology Group (TMTG) is a social media and technology company. TruthSocial, TMTG's first product, is a high-growth social media platform and a Big Tech alternative that encourages an open, free, and honest global conversation without discriminating on the basis of political ideology. To learn more, visit www.tmtgcorp.com.
Important Information and Where to Find It
The proposed transactions will be submitted to DWAC's stockholders for their consideration and approval at a special meeting of stockholders. In connection with the proposed transactions, DWAC has filed the Registration Statement, which included a preliminary proxy statement / prospectus in connection with DWAC's solicitation of proxies for the vote by DWAC's stockholders in connection with the proposed transactions and other matters as described in such Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to TMTG’s shareholders in connection with the completion of the proposed transactions. After the Registration Statement has been declared effective, DWAC will mail a definitive proxy statement / prospectus and other relevant documents to its stockholders as of the record date established for voting on the proposed transactions. Investors and security holders of DWAC are advised to read the preliminary proxy statement and any amendments thereto, and, when available, the definitive proxy statement / prospectus, in connection with DWAC's solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transactions because the proxy statement / prospectus will contain important information about the proposed transactions and the parties to the proposed transactions. Investors and security holders will be able to obtain free copies of the Registration Statement, including the proxy statement / prospectus and all other relevant documents filed or that will be filed with the SEC by DWAC at www.sec.gov. The documents filed by DWAC with the SEC also may be obtained free of charge upon written request to DWAC at 110 East 59th Street, New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
DWAC and TMTG and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from DWAC's stockholders in connection with the proposed transactions. DWAC's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive officers of DWAC in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from DWAC's stockholders in connection with the proposed business combination is set forth in the Registration Statement.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of DWAC or TMTG, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between DWAC and TMTG. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and DWAC's, TMTG's, or their respective management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would" and similar expressions may identify forward-looking statements, 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 assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of DWAC and TMTG. Many factors could cause actual future events to differ from the forward looking-statements in this press release, including but not limited, to (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the transaction, (iii) the inability to complete the PIPE offering, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (v) the outcome of any legal proceedings that may be instituted against TMTG and/or DWAC related to the business combination agreement, (vi) the ability to maintain the listing of DWAC stock on Nasdaq (or, if applicable, to list and maintain the listing of the combined entity on the NYSE), (vii) costs related to the transactions and the failure to realize anticipated benefits of the transactions, (viii) the effect of the announcement or pendency of the transaction on TMTG's business relationships, operating results, performance and business generally, (ix) changes in the combined capital structure of TMTG and DWAC following the transactions, (x) changes in laws and regulations affecting TMTG's business, (xi) risks related to TMTG's potential inability to achieve or maintain profitability and generate cash, (xii) the enforceability of TMTG's intellectual property, including its patents and the potential infringement on the intellectual property rights of others, (xiii) the potential for and impact of cyber related attacks, events or issues effecting TMTG, its business and operations, and (xiv) other risks and uncertainties indicated from time to time in the filings of DWAC, including the definitive Registration Statement that DWAC has filed, including a proxy statement / prospectus related to the potential business combination. 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 TMTG and DWAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TMTG nor DWAC gives any assurance that either TMTG or DWAC will achieve its expectations.
Investor Relations Contact:
MZ Group – North America
Media Contact:
Source: Digital World Acquisition Corp., TMTG
