This photo illustration shows an image of former President Donald Trump next to a phone screen that is displaying the Truth Social app, in Washington, DC, on February 21, 2022.Shares of Digital World Acquisition Corp. jumped 15% Thursday morning after the special purpose acquisition company announced Wednesday night that it is close to completing its proposed merger with Trump Media and Technology Group, former President Donald Trump's social media company.The Securities and Exchange Commission declared the ...

Digital World Acquisition (NASDAQ:DWAC) stock is up on Thursday as investors celebrate regulators approving its planned special purpose acquisition company (SPAC) merger with Trump Media & Technology Group.With this approval, Digital World Acquisition can move forward with plans to act as a vehicle to take Trump Media & Technology Group public. It intends to announce a date for a shareholder meeting in the next couple of days to have them vote on the SPAC merger.Digital World Acquisition has been seeking to ...

ToplineShares of the firm intending to take former President Donald Trump’s social media venture public surged Thursday, following an announcement the reverse merger will finally move forward to the next crucial step, as the Trump-linked stock wildly outperforms the broader market in 2024.Donald Trump appears at a rally in South Carolina Thursday. Getty Images Key FactsDigital World Acquisition Corp., the publicly traded blank-check company, and Trump Media & Technology Group, the parent firm of Trump’s soc ...

The Senate Judiciary Committee’s recent hearing has intensified the scrutiny on social media giants, including Meta Platforms (NASDAQ:META) and TikTok, painting a grim reality of the platforms’ impacts on youth. As the legislative hammer looms with potential regulations, the sentiment to dispose of social media stocks to sell grows.With heart-wrenching accounts from parents whose children fell prey to exploitation, the insufficiencies of social media businesses in safeguarding their users were laid bare. Se ...

Former President Donald Trump isn’t having a good week. Days ago, a D.C. Circuit Court of Appeals denied Trump’s claim that he is immune from prosecution for crimes against the United States related to his efforts to overturn the 2020 election. The three-judge panel handed down a unanimous 57-page decision which Politico describes as a “major win for special counsel Jack Smith.” Indeed, even with Trump’s recent political victories in Iowa, New Hampshire and Nevada, his legal troubles aren’t improving. But a ...

Michael Shvartsman, hides from journalists using an umbrella after exiting Federal Court, Thursday, July 20, 2023, in New York.A man already charged with insider trading related to a shell company's planned merger with Donald Trump's social media firm was hit with a new money laundering count in Manhattan federal court.Michael Shvartsman was also accused in a superseding indictment unsealed Wednesday of engaging in a monetary transaction in property derived from unlawful activity.The new indictment details ...

Thus far in 2024, U.S. equities have picked up where they left off in 2023, with mega-cap tech stocks and the Nasdaq 100 ETF ((QQQ) dominating. Year-to-date, the index is up a healthy 6.42%, carried by breathtaking gains in the top AI-related stocks. Nvidia ((NVDA) ), the leading semiconductor, is up a robust 43.94% in just over a month – not bad when you consider the stock has a market cap of more than $1.7 trillion. Meanwhile, Super Micro Computer ((SMCI) ), an AI server provider, is up a shocking 132.39% ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40779 Digital World Acquisition Corp. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 (Exact name of registrant as specified in its charter) (State or other jur ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40779 Digital World Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 85-4293042 (Sta ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, market risk disclosures, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Digital World Acquisition Corp. reported a net income of $1.28 million for Q1 2023, driven by trust account interest, despite a $32.9 million stockholders' deficit and going concern warning due to PIPE terminations and an $18 million SEC settlement Condensed Balance Sheets Balance Sheet Summary as of March 31, 2023 | Account | March 31, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Total Assets** | **$303,831,444** | **$300,499,990** | | Cash Held in Trust Account | $303,517,309 | $300,330,651 | | **Total Liabilities** | **$35,575,090** | **$33,523,422** | | Accrued expenses | $18,524,787 | $18,054,912 | | Deferred underwriter fee payable | $10,062,500 | $10,062,500 | | **Total Stockholders' Deficit** | **($32,865,687)** | **($31,974,608)** | Unaudited Condensed Statements of Operations Statements of Operations for the Three Months Ended March 31 | Metric | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Loss from operation costs | ($1,023,579) | ($3,190,442) | | Interest earned on cash held in Trust Account | $3,186,658 | $29,531 | | **Net income (loss)** | **$1,279,786** | **($3,160,911)** | | Basic and diluted net income (loss) per Class A common stock | $0.03 | ($0.08) | - The company's shift to net income in Q1 2023 was primarily driven by a significant increase in interest earned on cash held in the Trust Account, which rose to nearly **$3.2 million** from just under **$30,000** in the prior-year period[13](index=13&type=chunk) Unaudited Condensed Statements of Cash Flows Cash Flow Summary for the Three Months Ended March 31 | Cash Flow Activity | 2023 ($) | 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($414,286) | ($646,388) | | Net cash provided by financing activities | $566,000 | $360,150 | | **Net change in cash** | **$151,714** | **($286,238)** | | Cash at end of period | $152,704 | $41,493 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, pending TMTG merger, going concern uncertainty, and significant subsequent events including an **$18 million** SEC settlement, **$467 million** in PIPE financing terminations, and a Nasdaq delisting notice - The company is a blank check company formed to effect a business combination, with an intended focus on technology-focused companies in the Americas[22](index=22&type=chunk) - A merger agreement was signed on October 20, 2021, with Trump Media & Technology Group Corp. (TMTG), where TMTG would become a wholly-owned subsidiary of the company[46](index=46&type=chunk) - Factors such as the deadline to consummate a business combination and the need for additional financial resources raise substantial doubt about the Company's ability to continue as a going concern[43](index=43&type=chunk) - On July 20, 2023, the SEC approved a settlement requiring the company to pay an **$18 million** civil penalty after the closing of any merger, related to violations of antifraud provisions in its IPO and S-4 filings[107](index=107&type=chunk)[134](index=134&type=chunk) - As of October 24, 2023, PIPE Investors have terminated commitments totaling approximately **$467 million**, significantly reducing the planned **$1 billion** private placement[142](index=142&type=chunk) - The company received a notice from Nasdaq on May 23, 2023, for non-compliance with filing requirements, and was granted an extension until November 20, 2023, to regain compliance[135](index=135&type=chunk)[136](index=136&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transition to a **$1.45 million** net income in Q1 2023, driven by trust account interest, while highlighting the pending TMTG merger, significant PIPE terminations, limited liquidity outside the trust, and substantial going concern risks Results of Operations Quarterly Results Comparison | Metric | Three Months Ended March 31, 2023 ($) | Three Months Ended March 31, 2022 ($) | | :--- | :--- | :--- | | **Net Income (Loss)** | **$1,450,593** | **($3,202,814)** | | Interest Earned on Trust | $3,186,658 | N/A (not specified in this chunk) | | General & Admin Costs | $221,942 | $397,734 | | Legal Investigation Costs | $669,137 | $2,742,708 | - The company has not generated any operating revenues to date, with activities limited to organizational tasks and the search for a business combination target[159](index=159&type=chunk) Liquidity and Capital Resources - As of March 31, 2023, the company had **$303.5 million** held in its trust account and **$152,704** in cash outside the trust account[168](index=168&type=chunk)[170](index=170&type=chunk) - The company's ability to continue as a going concern is in substantial doubt due to the impending deadline to consummate a business combination and a lack of financial resources to sustain operations for a reasonable period[172](index=172&type=chunk) - The company has contractual obligations for monthly administrative and support services at **$15,000** per month and a deferred underwriting fee of **$10,062,500** payable upon completion of a business combination[174](index=174&type=chunk)[175](index=175&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - Disclosure is not required as the company is a smaller reporting company[179](index=179&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of March 31, 2023, disclosure controls and procedures were ineffective due to a material weakness in internal control over financial reporting related to accrual accounting - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2023[181](index=181&type=chunk) - A material weakness in internal control over financial reporting was identified relating to financial reporting systems and accounting for accruals[181](index=181&type=chunk)[182](index=182&type=chunk) [PART II - OTHER INFORMATION](index=31&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section details legal proceedings, risk factors, equity sales, defaults, and exhibits relevant to the company's operations [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a FINRA inquiry, a shareholder lawsuit alleging insider trading, and an **$18 million** SEC settlement related to IPO and merger filing violations - The company is cooperating with a FINRA inquiry regarding trading activity that occurred before the public announcement of the Merger Agreement[186](index=186&type=chunk) - A shareholder lawsuit was filed on October 20, 2023, alleging that former directors and related entities realized illegal short-swing profits from trading the company's securities, seeking disgorgement of these profits to the company[187](index=187&type=chunk) - On July 20, 2023, the SEC approved a settlement with the company regarding an investigation into its IPO and S-4 filings, agreeing to pay an **$18 million** civil penalty after closing a business combination[190](index=190&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) Key risks include potential share redemptions preventing the business combination, possible merger agreement termination, absence of an independent fairness opinion on the TMTG deal, and conflicts of interest among executive officers and directors - Key risks include the potential for the Merger Agreement to be terminated if not completed by December 31, 2023, and the fact that the company did not obtain an independent fairness opinion on the financial terms of the Business Combination[200](index=200&type=chunk) - The company is dependent on its executive officers and directors, who allocate time to other businesses, creating potential conflicts of interest that could negatively impact the completion of the business combination[200](index=200&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[195](index=195&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[196](index=196&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not Applicable[197](index=197&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - None[198](index=198&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including an Administrative Services Agreement, two Promissory Notes, and officer certifications - Exhibits filed include an Administrative Services Agreement with Renatus LLC, two promissory notes issued to ARC Global Investments II LLC, and certifications from the Principal Executive Officer and Principal Financial Officer[201](index=201&type=chunk)