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Name | Symbol | Market | Type |
---|---|---|---|
Digital World Acquisition Corporation | NASDAQ:DWACU | NASDAQ | Trust |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 61.35 | 60.00 | 61.35 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. | Entry into a Material Definitive Agreement |
In support of Digital World Acquisition Corp.’s (“Digital World” or “Company”) proposed initial business combination (the “Business Combination”) with Trump Media & Technology Group Corp. (“TMTG”), Digital World entered into a retention bonus agreement with TMTG (the “Retention Bonus Agreement”), effective as of February 12, 2024.
The Retention Bonus Agreement is consistent with the objective of attracting and retaining the employees and other personnel associated with TMTG (“Affiliates”) to ensure the continuity of TMTG’s ongoing business. Digital World agrees that it shall be liable for the payment of certain cash bonuses in the cumulative amount of up to $6,380,000.00 (the “Cash Retention Bonuses”) to the Affiliates, as set forth on Schedule A of the Retention Bonus Agreement. The Cash Retention Bonuses will be payable concurrently with the consummation of the Business Combination.
The Affiliates will be eligible to receive a Cash Retention Bonus if: (1) he or she is employed by or otherwise contractually affiliated with TMTG on the date the Cash Retention Bonus is payable as set forth in the definition of “Retention Period”, and (2) he or she has not forfeited the Cash Retention Bonus as set forth in the Retention Bonus Agreement. “Retention Period” is the period between the date of the Retention Bonus Agreement and the date of closing of the Business Combination. TMTG will pay the Cash Retention Bonus on the next regularly scheduled pay date after closing of the Business Combination and satisfaction of all conditions set forth in the Retention Bonus Agreement. The obligation of Digital World to pay the Cash Retention Bonuses is exclusively a responsibility to TMTG and does not establish any form of direct or indirect liability, nor does it imply any constructive legal duty, to the Affiliates who are recipients of the Cash Retention Bonuses.
This summary of the Retention Bonus Agreement is qualified in its entirety by reference to the Retention Bonus Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Additional Information and Where to Find It
Digital World has filed with the SEC a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which includes a preliminary proxy statement of Digital World, and a prospectus in connection with the Business Combination. The definitive proxy statement and other relevant documents will be mailed to stockholders of Digital World as of a record date to be established for voting on the Business Combination. Securityholders of Digital World 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 Digital World’s solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents will contain important information about Digital World, TMTG and the Business Combination. Digital World’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
Digital World 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 Digital World in favor of the Business Combination. Securityholders of Digital World and other interested persons may obtain more information regarding the names and interests of Digital World’s directors and officers in the Business Combination in Digital World’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 Digital World other than with respect to their interests in the Business Combination.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between Digital World 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 Form 8-K, including but not limited to: (i) the risk that the Business Combination and may not be completed in a timely manner, by Digital World’s Business Combination deadline or at all, which may adversely affect the price of Digital World’s securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders of Digital World, (iii) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the failure to achieve the minimum amount of cash available following any redemptions by Digital World stockholders, (vi) 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, (vii) the effect of the announcement or pendency of the Business Combination on TMTG’s business relationships, operating results, and business generally, (viii) risks that the Business Combination disrupts current plans and operations of Digital World, (ix) the outcome of any legal proceedings that may be instituted against TMTG or against Digital World related to the Merger Agreement or the Business Combination, (x) the risk of any investigations by the SEC or other regulatory authority relating to any future financing, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions, (xi) Truth Social, TMTG’s initial product, and its ability to generate users and advertisers, (xii) changes in domestic and global general economic conditions, (xiii) the risk that TMTG may not be able to execute its growth strategies, (xiv) risks related to the future pandemics and response and geopolitical developments, (xv) risk that TMTG may not be able to develop and maintain effective internal controls, (xvi) 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, (xvii) Digital World’s ability to timely comply with Nasdaq’s rules and complete the Business Combination, (xiii) risks that Digital World or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence investigations, and (xix) those factors discussed in Digital World’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 Digital World’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 and January 9, 2024 (the “2022 Annual Report”) and in other reports Digital World files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Digital World (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 Digital World 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 Digital World nor TMTG gives any assurance that Digital World, TMTG, or the combined company, will achieve its expectations.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. |
Description of Exhibits | |
10.1 | Retention Bonus Agreement, dated February 12, 2024, between Digital World Acquisition Corp. and Trump Media & Technology Group Corp. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Digital World Acquisition Corp. | ||||||
Dated: February 12, 2024 | By: | /s/ Eric Swider | ||||
Name: | Eric Swider | |||||
Title: | Chief Executive Officer |
Exhibit 10.1
Execution Version
Retention Bonus Agreement
WHEREAS, Digital World Acquisition Corp., a Delaware corporation (DWAC), DWAC Merger Sub Inc., a Delaware corporation (Merger Sub), Trump Media & Technology Group Corp., a Delaware corporation (TMTG or the Company), ARC Global Investments II, LLC, a Delaware limited liability company, and TMTGs General Counsel, entered into the Agreement and Plan of Merger, dated October 20, 2021, as amended from time to time (the Merger Agreement), whereby, among other transactions, Merger Sub would merge with and into TMTG (the Business Combination);
WHEREAS, consummation of the Business Combination was delayed, in part, as a result of an investigation into DWAC by the U.S. Securities and Exchange Commission (the Delay);
WHEREAS, employees and other personnel associated with TMTG (Affiliates) were contractually promised but not awarded Restricted Stock Units (RSUs),
WHEREAS, in lieu of such RSUs, TMTG has obtained or will obtain the agreement of such personnel to receive cash bonuses in the cumulative amount of up to $6,380,000.00 (the Cash Retention Bonuses) as set forth on Schedule A;
WHEREAS, DWAC assesses that the payment of the Cash Retention Bonuses is consistent with the objective of attracting and retaining the Affiliates to ensure the continuity of TMTGs ongoing business;
WHEREAS, due to the Delay, DWAC agrees that it shall be liable for the payment of Cash Retention Bonuses, which payment is due concurrently with the consummation of the Business Combination.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DWAC hereby agrees to be liable to pay TMTG upon the consummation of the Business Combination, upon satisfaction of the conditions set forth herein, the Cash Retention Bonuses and TMTG shall pay such Cash Retention Bonuses to the Affiliates pursuant to the terms set forth herein.
I. | Payment Obligations |
The obligation of DWAC to pay the Cash Retention Bonuses is exclusively a responsibility to TMTG. This obligation does not establish any form of direct or indirect liability, nor does it imply any constructive legal duty, to the Affiliates who are recipients of the Cash Retention Bonuses.
Retention Period is the period between the date of this letter agreement (the letter) and the date of closing of the Business Combination. The Company will pay the Cash Retention Bonus on the next regularly scheduled pay date after closing of the Business Combination and satisfaction of all conditions set forth herein.
An Affiliate will be eligible to receive a Cash Retention Bonus if: (1) he or she is employed by or otherwise in service with TMTG on the date the Cash Retention Bonus is payable as set forth in the definition of Retention Period, and (2) he or she has not forfeited the Cash Retention Bonus as set forth herein.
II. | Forfeiture of Retention Bonus |
Notwithstanding any other provision, agreement, or representation to the contrary, TMTG agrees that the obligation of DWAC herein shall not apply to an Affiliate if:
[Retention Bonuses Agreement Signature Page]
a. | TMTG terminates such Affiliates employment or service with TMTG for Good Cause, as such term as defined in the applicable employment or other agreement between TMTG and the Affiliate. To the extent Good Cause is undefined therein, Good Cause means such Affiliates: (a) misconduct as defined by TMTG; (b) violation of any written TMTG policies; (c) violation of the Transaction Bonus Acknowledgement that the Affiliate previously entered into or enters into with TMTG, as determined in TMTGs sole discretion; or (d) such Affiliates poor performance, as determined in TMTGs sole discretion, after TMTG has given the Affiliate a written performance improvement plan and has met any legal obligation to accommodate such Affiliates disability, if any; |
b. | Such Affiliate voluntarily terminates his/her employment or service with TMTG for any reason prior to the end of the Retention Period; or |
c. | the Business Combination with DWAC is not consummated. |
III. | Entire Agreement |
This letter represents the entire understanding and agreement between the parties. This letter may only be amended in writing signed by the parties hereto.
IV. | Compliance with Laws and Tax Responsibilities |
TMTG is obligated not to make any payments that would contravene any laws or regulations, encompassing all applicable employment laws and regulations. Furthermore, TMTG shall assume full responsibility for the execution of any required income or employment tax and obligations associated with the Cash Retention Bonuses.
V. | Further Assurances |
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated by this letter and to evidence the fulfillment of the agreements herein.
VI. | Applicable Law |
This Agreement shall be governed by the laws of the State of New York.
2
Execution Version
If the foregoing reflects your understanding and agreement, please sign below.
Very truly yours, | ||
DIGITAL WORLD ACQUISITION CORP. | ||
By: |
||
/s/ Eric Swider |
Accepted and Agreed to: |
/s/ Devin Nunes |
TRUMP MEDIA & TECHNOLOGY GROUP CORP. |
[Retention Bonuses Agreement Signature Page]
Schedule A
4
1 Year Digital World Acquisition Chart |
1 Month Digital World Acquisition Chart |
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