“PALM BEACH, FL — October 20, 2021 — Trump Media & Technology Group and Digital World Acquisition Corp. (NASDAQ: DWAC) have entered into a definitive merger agreement, providing for a business combination that will result in Trump Media & Technology Group becoming a publicly listed company, subject to regulatory and stockholder approval. The transaction values Trump Media & Technology Group at an initial enterprise value of $875 Million, with a potential additional earnout of $825 Million in additional shares (at the valuation they are granted) for a cumulative valuation of up to $1.7 Billion depending on the performance of the stock price post-business combination. Trump Media & Technology Group’s growth plans initially will be funded by DWAC’s cash in trust of $293 Million (assuming no redemptions).
Trump Media & Technology Group’s mission is to create a rival to the liberal media consortium and fight back against the “Big Tech” companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America.
Trump Media & Technology Group (“TMTG”) will soon be launching a social network, named “TRUTH Social.” TRUTH Social is now available for Pre-Order in the Apple App store. TRUTH Social plans to begin its Beta Launch for invited guests in November 2021. A nationwide rollout is expected in the first quarter of 2022. Those who are interested in joining TRUTH Social may now visit www.truthsocial.com to sign up for the invite list.
President Donald J. Trump, the Chairman of TMTG, stated, “I created TRUTH Social and TMTG to stand up to the tyranny of Big Tech. We live in a world where the Taliban has a huge presence on Twitter, yet your favorite American President has been silenced. This is unacceptable. I am excited to send out my first TRUTH on TRUTH Social very soon. TMTG was founded with a mission to give a voice to all. I’m excited to soon begin sharing my thoughts on TRUTH Social and to fight back against Big Tech. Everyone asks me why doesn’t someone stand up to Big Tech? Well, we will be soon!”
Patrick E Orlando, Chairman/CEO of DWAC, stated, “Digital World was formed to create public shareholder value and we believe that TMTG is one of the most promising business combination partners to fulfill that purpose. DWAC currently has $293 Million in trust, assuming minimal redemptions, which can fuel TMTG’s scale up, including to provide world class leading technology services to build strong and secure social networks and diverse media offerings. Given the total addressable market and President Trump’s large following, we believe the TMTG opportunity has the potential to create significant shareholder value.”
Additionally, TMTG intends to launch a subscription video on demand service (TMTG+). TMTG+ will feature ‘non-woke’ entertainment programming, news, podcasts, and more. TMTG has named Scott St. John as the leader of TMTG+ Corporate Operations. Scott St. John is the Executive Producer of “Deal or No Deal’ and “America’s Got Talent” and has produced over 1,000 hours of Network and Cable TV.
Please visit TMTG’s corporate website at www.tmtgcorp.com for a Company Overview, and a video tour of TRUTH Social.
The transaction is subject to approval by stockholders of DWAC and TMTG and other customary closing conditions, including any applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) and available at . In addition, the Company intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of DWAC, and will file other documents regarding the proposed business combination with the SEC.
EF Hutton is acting as sole financial and capital markets advisor to DWAC.
Additional Information and Where to Find It
In connection with the merger agreement and the proposed business combination, the Company intends to file with the SEC a Registration Statement, which will include a preliminary proxy statement/prospectus and a proxy statement/prospectus. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about the Company, TMTG, the Merger Agreement and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the business combination will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination. Stockholders of the Company will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: Digital World Acquisition Corp., 78 SW 7th Street, Miami, FL 33130.
Participants in the Solicitation
DWAC, TMTG and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed business combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of the Company’s directors and officers in the Company’s filings with the SEC, including the Registration Statement, and such information with respect to TMTG’s directors and executive officers will also be included in the Registration Statement.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between TMTG and the Company, including without limitation statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value, future financial condition and performance of TMTG and the combined company after the Closing and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemptions of the Company’s public stockholders and the products and markets and expected future performance and market opportunities of 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 Current Report on Form 8-K, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities, (ii) the risk that the business combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the merger agreement by the stockholders of the Company, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed business combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by Company stockholders; (vii) 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; (viii) the effect of the announcement or pendency of the business combination on TMTG’s business relationships, operating results, and business generally, (ix) risks that the proposed Business Combination disrupts current plans and operations of TMTG, (x) the outcome of any legal proceedings that may be instituted against TMTG or against the Company related to the merger agreement or the proposed business combination, (xi) changes in the digital advertising markets in which TMTG competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (xii) changes in domestic and global general economic conditions; (xiii) risk that TMTG may not be able to execute its growth strategies; (xiv) risks related to the ongoing COVID-19 pandemic and response; (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, and (xvii) and those factors discussed in the Company’s filings with the SEC and that that will be contained in the Registration Statement relating to the proposed business combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement and other documents to be filed by the Company from time to time with the SEC. 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 TMTG and the Company 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 of TMTG or the Company gives any assurance that TMTG or the Company, or the combined company, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
About Digital World Acquisition Corp. (NASDAQ: DWAC)
Digital World Acquisition Corp. (NASDAQ: DWAC) completed its initial public offering in September 2021, raising approximately USD 293 Million in cash proceeds for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Digital World’s strategy is to identify and complete business combinations with technology-focused, market leading companies. For more information, please visit www.dwacspac.com
Name: Alex Cano
Name: D. Campbell
Absolutely loved your blog, pictures and information. Thanks for sharing.
So China is funding a super cool new social media platform? Kind of like they funded our lockdowns and vaccine mandates? The fact you clowns can’t see who’s in bed with who is astonishing! Trump has all but left his supporters in the dust. Look up Operation Trust 1921…you’ll see you were led to the slaughter, and not ironically, the same class are behind Trumps whole facade. They never would’ve accomplished getting the right to stay motionless while they ripped our freedoms away without a “good leader”. This snowball can’t be stopped. Trump sold us out. Face it. My children being treated like animals tells me so. Drained the swamp he did, right into your living rooms and into the upper reaches of the government. We don’t need no water, just let it burn.
Within three hours on the first day in existence, the platform was hacked. Among other things, images of defecating pigs appeared on the screen.
Just bought 10 shares! (NYSE – DWAC)
I believe in you, and the heart of America.
In order for this venture to truly be successful, it is absolutely imperative that every single person joining completely delete their Facebook, Twitter, Instagram and YouTube accounts. Otherwise you’re just contributing to their success and minimizing the actual growth potential of Truth!
Yes, thank you Mr. Trump.
Finally! a honest and fair social media platform, count me in.
I’m blacklisted from Facebook Twitter PARLER Instagram YouTube for being a Christian. ✝
King James Version
31 Then said Jesus to those Jews which believed on him, If ye continue in my word, then are ye my disciples indeed;
32 And ye shall know the truth, and the truth shall make you free.
“In the beginning was the Word, and the Word was with God, and the Word was God. He was in the beginning with God. All things came into being through Him, and apart from Him nothing came into being that has come into being. ” John 1:1-3 Jesus is the only truth. Jesus is the Word.
Thank you for creating a new social platform because I have been kicked off Twitter before too… ha ha and when they did invited me back… they did not allow me to have my old account back… was made to start a whole new one… which was really disheartening because the very first response I had ever received from my very first tweet was from Former General Secretary of the UN, Ban Ki-moon. He liked that I stated: “It is hard to say what is needed to be said and please everyone at the same time.” So, sad to have lost that moment in my life simply because they did not like my later tweets against Islamic mutilation of female gender parts… truth can be un-comfortable ground to stand on; however only by speaking truth are we ever free as Jesus Christ best said in John 8:31-32.
31 Then said Jesus to those Jews which believed on him, If ye continue in my word, then are ye my disciples indeed;
32 And ye shall know the truth, and the truth shall make you free.
that’s what a real capitalist does, when products are sub-standard, they create a better one.
Safe money is on it never being launched, just like the big, beautiful healthcare plan or Mexican-funded WALL
You mean the wall that WAS being built until Biden stopped it? I would say safe money it will be launched, because Trump won’t have to fight Congress on this one
Get a job you loser. Then you won’t need a gov’t health care plan Or all this free money you think you’re going to get from Brandon. Nothing is free you loser. I’ll see you at the trash bins when we’re dumpster diving for food.
Trump has NEVER made a promise he hasn’t kept. Quit trying to stir up shite. We will have your kind for lunch. Delicious.
Thank you, Sir. This is awesome 🎈
Thank You, Mr. President, for giving us Patriots somewhere to learn the Truth, as well as being able to join in. I Know that Millions of Patriots will sign up and let All Other social networks FAIL !!! Congratulations on your business ventures that are there to help America and spread the Truth.
God Bless You & Protect You Mr. President 🇺🇸 ❤️ 🇺🇸
You’re the best!
Great news! I signed up! Looking forward to this! Time to kick, twatter, fakebook to the curb!
Good Morning Mr President
In regards to this new media venture, please clarify the relationship you have with Digital World Aquisition Corp, based in Wuhan – Yunhong CTI Ltd (Mr Yubao Li). They seem to be the finaciers of this venture.
Thank you so much President Trump, for returning us to our great American culture of freedom of speech, no censorship, the canceling of cancel culture and the non-woke ideology. Thank you.
There are 24 things you can’t do on the site, such as “disparage, tarnish, or otherwise harm, in our opinion, us and/or the site.” This is number 23. How is that freedom of speech, etc.?
Haven’t seen guidelines so can’t comment on that, but can I assume you are just as outraged that so many people have been booted off Twitter and Facebook?
I don’t care who’s on or off those sites. Just pointing out they claim freedom of speech, but you’re not allowed to tarnish the site. Another rule is no post in all caps, which will affect users here.
It’s a way to cancel libs, OK? Nothing wrong with that!
Gotta love the right’s embrace of cancel culture!
Wow… I just had my very first post binned and all I did was ask a question… Not a good start in my books
Hard to do Scott since the site won’t be launched until the first quarter of 2022!
Will this site still be in use once Truth Social is up and running I wonder?
Thank You President Trump!
Would Mr TRUMP’s role & ownership stake in this venture be a conflict of interest if Mr TRUMP were ever to run for political office ?
Looking forward to this new social platform where the truth isn’t censored and everyone has a voice. Being silenced and censored should never happen to the President of the United States Of American or his supporters. God bless each and every patriot…. let justice prevail.
Yes indeed. Let Justice prevail. Release the documents on the Jan 6 Capitol Riot so America can see there was no inserection.
The chairman/CEO of Digital World Acquisition Group that is merging with Trump’s new media company, is also CEO of Yunhong International, a Cayman Islands incorporated blank check company with headquarters in Wuhan, China.
JUST PURCHASED SHARES OF YOUR NEW STOCK, DWAC ON THE STOCK MARKET!!!
Yes I’m Gonna Definitely Purchase Shares 2 .
Are you out of your mine???
a mine is a cave underground…
It makes me laugh, honestly.
When Republicans are censored, leftists just tell them to make their own platforms.
But when Republicans do make their own platforms, leftists complain!
Thank You Mr. President, we need you back!
Will the bots be blocked?
if you read the TOS it states something to that effect.
I’M IN PRESIDENT TRUMP, MY PRESIDENT!!!!!!
I’m so happy with this fantastic announcement ! You are a wonderful President ! All my congratulations all my best wishes for you and your Trump Media & Technology Group ! Wonderful day !
Can I access via PC?
Yes, It should not be a problem.
Are you with the development team? Why is this being distributed only to iOS? What about android and who on earths idea was it to use Apple store as the sole distributor. If the is going to run on its own server platform one would think that they could allocate enough space to distribute the app.
You will get no response from DJT or anyone working for the site in these comments, ever. I suggest you send a question through contact, but not necessarily on this site. My suggestion is this one associated with the announcement in the link to the site above or located here
Yes, pretty disgusted that after three years of following what’s been happening, and supporting, defending the 2020 real– election, I’m put on hold because I have Android???!! Outrageous.
Awesome ! I can’t wait !
When will the APP be available for Android users?
I’m there! 100%! Already deleted IG FB AND WILL DELETE TWITTER ONCE truthsocial.com opens!
Screw the Commie-Lib social media platforms!
They will be out of business in 1 year!
Pre ordered, thanks! Awesome.
Yet another Russian connection, Truth = Pravda.
STILL LIVING IN THE WORLD OF MAKE BELIVE?????
I’ll bet your eyes are brown……
Seriously? So no one can use the word “truth” anymore without being labeled a Russian agent? That is incredibly illogical!
Pete = Liberal Crack Head like hunter
What is “non-woke entertainment” ?
Only for crack heads like YOU!
Love it: Non-Woke Entertainment!
I’M IN MR. PRESIDENT!!!! ❤️❤️❤️❤️
Ps. Facebook was developed with the assistance of Marcus Wolf – the head of the East German Stasi. Never had a FB page.
This will provide an opportunity for investment for 100M MAGA Americans.
Thank you, thank you, thank you !
Great news! Time to take back America! You can find me @GETTR.com
i am signing up now. i did fb for one week and it was awful. never did any of the others. i am so glad there is one now that we all can speak our minds …. thank you so much.
A bit of light for the days to come.
Unfortunately for me no apple access 😕
Me neither, I’m in Australia.
Just thinking about all my YouTube favorites that have been censored and demonitized. Good bye and good riddance Youtube.