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, 2022 ☐ 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 This section presents the company's unaudited financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements for the quarter ended March 31, 2022, show a net loss of **$1.88 million**, driven by operating costs, with total assets of **$293.7 million** primarily cash in trust, against total liabilities of **$12.3 million**, and a going concern uncertainty due to the deadline to complete a business combination [Unaudited Balance Sheet](index=5&type=section&id=Unaudited%20Balance%20Sheet%20as%20of%20March%2031,%202022) The balance sheet as of March 31, 2022, shows total assets of **$293.7 million**, primarily cash in trust, and a **$11.9 million** stockholders' deficit Balance Sheet Summary (as of March 31, 2022) | Account | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Cash | $41,492 | $327,731 | | Cash Held in Trust Account | $293,286,629 | $293,257,098 | | **Total Assets** | **$293,674,726** | **$293,990,852** | | Total Current Liabilities | $2,251,798 | $683,535 | | **Total Liabilities** | **$12,314,298** | **$10,746,035** | | Accumulated Deficit | ($11,890,418) | ($10,006,029) | | **Total Stockholders' Deficit** | **($11,889,572)** | **($10,005,183)** | [Unaudited Statements of Operations](index=6&type=section&id=Unaudited%20Statements%20of%20Operations%20for%20the%20Three%20Months%20Ended%20March%2031,%202022) For the three months ended March 31, 2022, the company reported a net loss of **$1.88 million**, primarily due to formation and operating costs Statement of Operations (Three Months Ended March 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Formation and operating costs | $1,863,920 | $485 | | Interest earned on cash held in Trust Account | $29,531 | $0 | | **Net loss** | **($1,884,389)** | **($485)** | | **Basic and diluted net income per Class A common stock** | **($0.05)** | **($0.00)** | [Unaudited Condensed Statement of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20Three%20Months%20Ended%20March%2031,%202022) Cash flow activities for the three months ended March 31, 2022, show **$586,239** used in operations and **$300,000** provided by financing, resulting in a net cash decrease Cash Flow Summary (Three Months Ended March 31, 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($586,239) | | Net cash provided by financing activities | $300,000 | | **Net change in cash** | **($286,239)** | | Cash at end of period | $41,492 | [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes provide details on the company's SPAC nature, the proposed **$875 million** merger with TMTG, going concern uncertainties, and sponsor loan agreements - The company is a blank check company formed to effect a business combination, intending to focus on technology-focused companies, with all activity to date relating to its formation, IPO, and search for a target[24](index=24&type=chunk)[25](index=25&type=chunk) - On October 20, 2021, the Company entered into a merger agreement with Trump Media & Technology Group Corp. (TMTG) for an aggregate merger consideration of **$875 million**, subject to adjustments[42](index=42&type=chunk)[45](index=45&type=chunk) - The company has until September 8, 2022 (or up to March 8, 2023, with extensions) to consummate a business combination, raising substantial doubt about its ability to continue as a going concern due to this uncertainty and significant expected costs[41](index=41&type=chunk) - The Sponsor has committed to provide loans up to **$1 million** to finance transaction costs, with **$300,000** outstanding as of March 31, 2022[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, the proposed merger with TMTG, and its financial results, highlighting a net loss of **$1.88 million** for Q1 2022 and a significant going concern risk due to the impending deadline to complete a business combination - The company's activities since inception have been organizational, preparing for the IPO, and searching for a business combination, including the proposed merger with TMTG[111](index=111&type=chunk) - For the three months ended March 31, 2022, the company had a net loss of **$1,884,389**, primarily from general and administrative costs of **$1,863,920**[113](index=113&type=chunk) - As of March 31, 2022, the company had **$41,492** in cash outside the Trust Account and **$293,286,629** held within the Trust Account[119](index=119&type=chunk)[120](index=120&type=chunk) - Factors such as the September 8, 2022 deadline for a business combination and significant ongoing costs raise substantial doubt about the Company's ability to continue as a going concern[125](index=125&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=25&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 for smaller reporting companies[130](index=130&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Control%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2022, and concluded they were effective, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2022[132](index=132&type=chunk) - No changes in internal control over financial reporting occurred during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[133](index=133&type=chunk) PART II – OTHER INFORMATION This section details legal proceedings, updated risk factors, equity sales, other significant events, and a list of exhibits [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company is cooperating with inquiries from both FINRA and the SEC, with the FINRA inquiry concerning trading activity preceding the public announcement of the TMTG merger agreement, and the SEC investigation involving a broader request for documents related to the proposed business combination - The company is cooperating with a FINRA inquiry reviewing trading that occurred before the public announcement of the Merger Agreement[135](index=135&type=chunk) - The company is also cooperating with an SEC investigation and has received a subpoena for documents regarding board meetings, communications with potential targets including TMTG, and other related matters[136](index=136&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) The company highlights that there have been no material changes to its risk factors, but specifically notes the risk posed by proposed SEC rules from March 30, 2022, which, if adopted, could increase the costs, time, and complexity of completing its business combination with TMTG - On March 30, 2022, the SEC issued proposed rules related to SPACs, which, if adopted, may increase costs and time needed to complete the Business Combination[140](index=140&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the reporting period - None[141](index=141&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported several key events, including a May 11, 2022 amendment to the merger agreement with TMTG, a May 12, 2022 amendment to the insider letter increasing convertible loans from the sponsor from **$1.5 million** to **$30 million**, and a May 18, 2022 filing of a Certificate of Correction to fix an error in the company's Restated Charter regarding extension payment amounts - On May 11, 2022, the Company entered into the First Amendment to the Merger Agreement with TMTG, which clarified terms including the handling of an escrow amount[147](index=147&type=chunk) - On May 12, 2022, the company amended an insider letter to increase the aggregate principal amount of convertible loans from the Sponsor and others from **$1,500,000** to **$30,000,000**[148](index=148&type=chunk) - On May 18, 2022, the company filed a Certificate of Correction to fix an error in its Amended and Restated Certificate of Incorporation related to the deposit amount required for a business combination extension[150](index=150&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including certifications by the principal executive and financial officers and Inline XBRL documents

IPO and Trust Account - 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[22]. - A total of $293,250,000 was placed in a trust account, which includes $283,906,250 from the IPO proceeds and $9,343,750 from the private sale of placement units[24]. - The company has available funds for an initial business combination amounting to $293,257,098 before the payment of $10,062,500 in deferred underwriting fees[112]. - A total of $293,250,000 from the initial public offering proceeds was placed in a U.S.-based trust account, which may only be invested in U.S. government securities or money market funds[207]. - The company incurred offering costs of $15,668,029, including deferred underwriting commissions of $10,062,500[208]. Merger Agreement and Consideration - The merger consideration for TMTG stockholders is set at $875,000,000, subject to adjustments for TMTG's closing debt and transaction expenses[30]. - The merger agreement requires approval from both DWAC's and TMTG's stockholders[42]. - The merger agreement is contingent upon DWAC having at least $60,000,000 in cash at closing, including funds from its trust account and proceeds from any PIPE investment[48]. - The merger agreement allows for a lock-up period for significant stockholders, preventing them from selling shares for six months post-closing or until certain stock price conditions are met[59]. - Five percent (5%) of the merger consideration will be held in escrow for twelve months post-closing to cover any purchase price adjustments and indemnification claims[32]. PIPE Investment - TMTG has entered into securities purchase agreements with PIPE investors for up to $1,000,000,000, which will be used to support the business combination[61]. - The preferred stock issued to PIPE investors is convertible into approximately 29,761,905 shares of common stock, with an initial conversion price of $33.60 per share[61]. - The PIPE is expected to generate approximately $1.25 billion in net proceeds, after deducting estimated transaction fees and related expenses[79]. Business Combination and Target Acquisition - The company plans to target businesses with a total enterprise value between $400 million and $2 billion, focusing on SaaS and FinTech sectors[93]. - The company aims to acquire businesses with strong revenue and earnings growth potential through new product development and synergistic acquisitions[93]. - The company intends to acquire businesses that have a defensible market position and demonstrated competitive advantages[95]. - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account at the time of signing a definitive agreement[121]. - The company intends to acquire 50% or more of the outstanding voting securities of the target business to avoid registration as an investment company under the Investment Company Act[122]. Stockholder Approval and Redemption Rights - Stockholder approval will be required for certain types of transactions, such as mergers where the company does not survive[133]. - A majority of the outstanding shares of common stock must vote in favor of the initial business combination for it to be approved, requiring at least 982,701 shares (3.4% of 28,750,000 public shares) if only the minimum quorum is present[145]. - The anticipated per-share redemption price for public stockholders upon completion of the initial business combination is approximately $10.20[140]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the initial public offering, which amounts to 4,312,500 shares[151]. - The company may conduct redemptions without stockholder votes under certain conditions, but will seek approval if required by law or stock exchange rules[141]. Financial and Operational Considerations - The company has not paid any cash dividends on its common stock to date and does not intend to do so prior to the completion of its initial business combination[203]. - As of December 31, 2021, the company had approximately $327,731 in cash held outside the trust account to fund costs associated with its dissolution plan[165]. - The company faces intense competition from established entities, including other blank check companies and private equity groups, which may limit its ability to acquire larger target businesses due to financial resource constraints[179]. - The company currently has two officers who are not obligated to devote specific hours, and it does not intend to have full-time employees before completing its initial business combination[180]. - The company may face challenges in identifying suitable target businesses due to competition and the potential lack of financial statements prepared in accordance with GAAP or IFRS[183]. Regulatory and Compliance Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[107]. - The company will remain an emerging growth company until it reaches total annual gross revenue of at least $1.07 billion or the market value of its Class A common stock exceeds $700 million[110]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[185]. - As a smaller reporting company, the company is not required to provide extensive disclosures, including uncertainties that could materially affect its operations[189]. - The company must maintain net tangible assets of at least $5,000,001 before or upon consummation of the initial business combination[149].

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, 2021 ☐ 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. | --- | --- | |----------------------------------------------------------- ...

TMTC TRUMP MEDIA & TECHNOLOGY GROUP COMPANY OVERVIEW OCTOBER 2021 A Mission Driven Organization TMTG will fight for the First Amendment protections and freedoms of all Americans, protect democracy, and defend capitalism. Our Vision TMTG aspires to create a media powerhouse to rival the liberal media consortium and fight back against the "Big Tech" companies of Silicon Valley, who have used their unilateral power to silence opposing voices in America. In January 2021, "Big Tech" (Facebook, Twitter, and other ...