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)

IPO and Financial Proceeds - The company completed its initial public offering on September 8, 2021, raising gross proceeds of $287,500,000 from the sale of 28,750,000 units at a price of $10.00 per unit[23]. - A total of $293,250,000 was placed in the trust account, which includes $283,906,250 from the IPO proceeds and $9,343,750 from the private sale of placement units[25]. - The company has $300,330,651 available for an initial business combination as of December 31, 2022, before payment of $10,062,500 in deferred underwriting fees[77]. - The company incurred transaction costs of $15,668,029 related to the initial public offering, including $3,593,750 in underwriting fees[191]. Merger Agreement and Business Combination - The company entered into a Merger Agreement for the TMTG Business Combination on October 20, 2021, with an amendment on May 11, 2022[27]. - The Merger Agreement may be terminated if the TMTG Business Combination is not consummated by the Outside Date, which can be extended under certain conditions[36]. - The company anticipates the TMTG Business Combination will be consummated on or before the Outside Date, with efforts currently limited to organizational activities and investigating potential business combinations[50]. - The company has extended the period to consummate an initial business combination by up to 12 additional months, from September 8, 2022, to September 8, 2023[48]. - The company has until June 8, 2023, to consummate a business combination, with a possibility of extending this deadline[198]. PIPE Investment and Shareholder Approval - PIPE Investors committed to purchase 1,000,000 shares of Series A Convertible Preferred Stock for a total of $1,000,000,000, with an initial conversion price of $33.60 per share[28]. - The PIPE closing is contingent upon the effectiveness of the Initial Resale Registration Statement, which has not yet been declared effective by the SEC[37]. - The company has received termination notices from certain PIPE Investors who initially agreed to purchase up to 251,500 shares of Series A Convertible Preferred Stock[35]. - Stockholder approval is required for mergers with a target, while asset purchases and stock purchases not involving a merger do not require approval[100]. - A majority of outstanding shares must vote in favor of the initial business combination for it to be approved, requiring at least 837,939 public shares (2.9% of 28,745,952) to be voted in favor[110]. Financial Condition and Risks - For the year ended December 31, 2022, the company reported a net loss of $15,221,263, primarily due to formation and operating expenses of $18,499,257, partially offset by income on trust assets of $4,257,469[185]. - The company has identified a material weakness in its internal control over financial reporting as of December 31, 2022[29]. - There is substantial doubt about the company's ability to continue as a "going concern"[29]. - The company may face increased competition to find attractive targets for initial business combinations, potentially raising costs[29]. - Recent increases in inflation and interest rates could complicate the consummation of an initial business combination[29]. Internal Controls and Compliance - The company is required to provide audited financial statements of the prospective target business to stockholders, which may limit the pool of potential targets[145]. - The company must comply with the Sarbanes-Oxley Act regarding internal control procedures, which may increase the time and costs necessary to complete any business combination[146]. - The company concluded that its disclosure controls and procedures were not effective as of December 31, 2022, due to a material weakness in internal control over financial reporting related to accounting for accruals[213]. - The inherent limitations of internal control mean that it may not prevent or detect errors or misstatements in financial statements[213]. Redemption Rights and Shareholder Actions - Public stockholders can redeem shares at a price equal to the amount in the trust account divided by the number of outstanding public shares, subject to certain limitations[106]. - The company must maintain net tangible assets of at least $5,000,001 to complete the initial business combination or conduct redemptions[114]. - If the initial business combination is not approved, public stockholders who elected to redeem their shares will not be entitled to any redemption[121]. - The company will provide at least 20 business days for public stockholders to redeem shares if conducting redemptions under tender offer rules[112]. Management and Operational Structure - The company has three officers who are not obligated to devote specific hours to its matters, and it does not plan to have full-time employees before completing its initial business combination[142]. - The company has agreed to pay $15,000 per month for administrative support and office space to an affiliate of its sponsor[84]. - The company’s management is focused on ensuring that transactions are recorded accurately to permit the preparation of financial statements in accordance with GAAP[219].

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one share of Class A common stock, and one-half of one redeemable warrant DWACU The Nasdaq Stock Market LLC Class A common stock, par value $0.0001 per share DWAC 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 DWACW The Nasdaq Stock Market LLC Emerging growth company ☒ UNITED STATES SECU ...