Trump Media & Technology Group Corp. and Digital World Acquisition Corp. Announce $1 Billion “PIPE” Investment in Committed Capital to Fund Business

PALM BEACH, FL – December 4, 2021 –  Trump Media & Technology Group Corp. (“TMTG”) and Digital World Acquisition Corp. (Nasdaq: DWAC), today announced that Digital World Acquisition Corp. (“DWAC”) has entered into subscription agreements for $1 billion in committed capital to be received upon consummation of their business combination (the “PIPE”) from a diverse group of institutional investors.

President Donald J. Trump, Chairman of TMTG, stated, “$1 billion sends an important message to Big Tech that censorship and political discrimination must end. America is ready for TRUTH Social, a platform that will not discriminate on the basis of political ideology. As our balance sheet expands, TMTG will be in a stronger position to fight back against the tyranny of Big Tech.”

Patrick Orlando, Chairman and CEO of Digital World Acquisition Corp., commented, “Our focus on delivering public shareholder value drives our decision-making and by accepting these commitments for a strategic infusion of growth capital, we believe the combined company can grow on an incredibly strong foundation. The liquidity that will be provided to the combined company balance sheet, in excess of the up to $293 million (less expenses) that DWAC may provide, should fortify the strategic positioning of TMTG.  I am confident that TMTG can effectively deploy this capital to accelerate and strengthen the execution of its business, including by continuing to attract top talent, hire top technology providers, and roll out significant advertising and business development campaigns.”

Together, the transaction will provide estimated proceeds of approximately $1.25 billion (after deducting estimated deal expenses), assuming full delivery of the amount of cash held in trust by DWAC, to be used to fund operations of the combined entity. The per-share conversion price of the fully committed convertible preferred stock PIPE transaction represents a 20% discount to DWAC’s volume-weighted average closing price (“VWAP”) for the five trading days prior to and including December 1, 2021, subject to downward adjustment. If the VWAP of the combined entity for the 10 trading days after the closing of the business combination (“Closing VWAP”) is at or above $56, no downward adjustment will occur. If the Closing VWAP is below $56, then the conversion price shall be adjusted to the greater of a 40% discount to the Closing VWAP and the floor price of $10.00. The PIPE financing is subject to customary closing conditions, including stockholder and regulatory approval, and is expected to close upon or shortly after the consummation of the business combination.

Exclusive Placement Agent

EF Hutton, division of Benchmark Investments, LLC, is serving as exclusive placement agent and capital markets advisor to DWAC.

Trump Media & Technology Group Corp.

Trump Media & Technology Group Corp. is a social media and technology company. TRUTH Social, TMTG’s forthcoming social media platform, will provide an outlet that encourages open global conversation without discrimination on the basis of political ideology. TMTG+, the company’s subscription-based video streaming service, is expected to include access to non-woke entertainment, news, documentaries, podcasts and more. To learn more, please visit www.tmtgcorp.com/.

About Digital World Acquisition Corp. (NASDAQ: DWAC)

Digital World Acquisition Corp. completed its initial public offering in September 2021, raising approximately $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. DWAC’s strategy is to identify and complete business combinations with technology-focused, market leading companies.

Proposed Business Combination

DWAC announced a definitive merger agreement with TMTG on October 20, 2021.

Upon a successful merger completion, DWAC shareholders will become shareholders in the public company, TMTG. For more information on DWAC, please visit www.dwacspac.com/. Additional information about the proposed business combination, including a copy of the merger agreement, is available in a Current Report on Form 8-K filed by DWAC with the U.S. Securities and Exchange Commission (the “SEC”) and at www.sec.gov.

Participants in the Proposed Business Combination 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 on Form S-4 (the “Registration Statement”) to be filed with the SEC, and such information with respect to TMTG’s directors and executive officers will also be included in the Registration Statement.

Forward Looking Statements

This communication contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed PIPE and the proposed business combination between TMTG and the Company, including without limitation statements regarding the anticipated benefits of the PIPE and the business combination, the anticipated timing of the PIPE and the business combination, the implied enterprise value, future financial condition and performance of TMTG and the combined company after the closing and expected financial impact of the PIPE and the business combination, the satisfaction of closing conditions to the PIPE and the business combination, the level of redemptions of the Company’s public stockholders, 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 press release, including but not limited to: (i) the risk that the PIPE or 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 PIPE or the business combination, including the approval of the PIPE and the merger agreement by the stockholders of the Company; (iv) the potential 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 PIPE or 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 PIPE, the merger agreement or the proposed business combination; (xi) the risk of any investigations by the SEC or other regulatory authority relating to the PIPE, the merger agreement or the business combination and the impact they may have on consummating the transactions; (xii) changes in the digital advertising markets in which TMTG competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (xiii) changes in domestic and global general economic conditions; (xiv) the risk that TMTG may not be able to execute its growth strategies; (xv) risks related to the ongoing COVID-19 pandemic and response; (xvi) the risk that TMTG may not be able to develop and maintain effective internal controls; (xvii) the costs related to the PIPE and 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 (xviii) 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.

Additional Information and Where to Find It / Non-Solicitation

In connection with the proposed PIPE and the proposed business combination, the Company intends to file with the SEC a Form 8-K and the 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 Registration Statement, including 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.

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.

Investor Relations Contact:

MZ Group – North America
investorrelations@tmtgcorp.com

Media Contacts:
press@tmtgcorp.com
media@dwacspac.com

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My Man Trump

Mr. President, thank you–thank you–thank you for all the wonderful and important things you do for us and for putting yourself at the mercy of all that is evil. We very much appreciate you and love you for it. There is no one else that can pull off the things you do and we can not wait for Truth Social and your return. God Bless 46!

Terry Johnson

Hallelujah, we finally have competition. It’s the only way to keep Big Tech accountable. Hit them right in the pocketbook. They are already in a panic. Facebook changed the platform name in an attempt to bury a soiled company. Jack Dorsey has resigned from his previous position at Twitter. Twitter needs to prepare for a loss of 40 to 60% of its customer base. That is how capitalism works. The market will remove the bad actors.

Hannah_L

Mr. President, sir, once again the fake news is trying to slander demonize you. You ARE the only one, but our Lord above, we can depend upon. You love your country, just like the rest of us patriots. We need to know there is a plan, we need to know there’s counteraction against what the dust is doing, we hope. I don’t think I’ve ever prayed so hard and so much for so long as I have in the last 11 months. I know I Lord will answer our prayers but I also know that He expects us to help ourselves too. God doesn’t want it to end this way, anybody with a grain of sense knows that, but of course they’re trying to take a religion out as well. It’s going to be take out the Nuremberg code, take out the constitution, and then we take out the Bible. They’re removing the statue of General Lee, would you ever believe it would be possible? Thomas Jefferson, General Lee, next Washington? This country, this world, needs to have hope there doesn’t seem to be enough to go around. There are going to be mass suicides if something is not done so people understand why this is happening to us. I admit that Heaven would be preferable to communism or socialism and I know I’m not the only one that feels that way. How much he’ll mostly walk-through before we see the lake? The red wave is coming, but…the DS has a plan to continue lockdowns, vaccines and boosters and his name is Anthony Fauci. I know they’ll burn in hell but why should we pay the price?
We the people are the majority why can’t people realize that? Now we’re getting real estate rules from touchy-feely Joe? Whoever is funding distraction of the world, Bill Gates, George Soros, etc. should all see the short end of a long rope.
WE NEED HOPE! We need to know there is a backup plan.
Thank you, Sir, but your time and everything you’re trying to do for our Country. By the way, Newsmax, which part so dependent on is now on the same list with FOX. Every time we get a little bit I wrote it’s jerked from our hands. From everything I have read and heard you have the support of the people, faith in the truth. What’s going on today has made everything we’ve been taught throughout the ages meaningless. Give us hope please. I know it’s a lot to ask from one man but as you said you have taken every arrow for us, your country and beyond. I want to say thank you.

The Dumb Donkey

we as Christ representitives here on eath must even more learn how to walk with Our Father God as Yahshua’ did. First individually & then collectively. With out that our America is doomed to fullfil it’s God Given Mandate here in America. And also in this world>

The Dumb Donkey

To Fullfill Gods Mandate I Emplore you & your wife Melania to go to http://www.TheDumbDonkeySpeaksOut.com & Study & Listen to all that is there (Especially “Gods Songs”. Then get a hold of me if you believe that it should be added to your media sites so America can be taught how to Walk as Yahshua’ Walked so that America can tuly be One Nation Under Gods Hands.

The Dumb Donkey

Administrators of the above! I “Thank You” for posting my Message to President & First Lady Trump … Now I Implore you to get it into their hands & Encourage them to go to The Dumb Donkey Speaks Out site … They can reach me at my email you have on file … Make sure they have it … Again! Thank You! America needs God & God In & Through Us to win this war … With out God & We as One With God … America is burnt toast …

The Dumb Donkey

The following 2 that starts below will be my last attempts to connect with you President Trump on this platform. In the Hope you will study & respond back to me what the Dumb Donkey Speaks Out Site Represnents. As a Legitamate Teaching tool which God has Decreed for America to Learn and Grow from. In regards to how to Walk with Our Father God & The Holy Mother Spirit as Yahshua’ Walked. So that Gods Will in Gods Kids (= Us) here in America First. Then in this world! So that Gods Kingdom & Gospel can be Established.

This Includes you & yours
And me & mine

Infact you are the one God has called to do this as Americas Political Leader. I am Called to be Americas Spiritual Leader. We Work Hand in Hand to do Gods Will so as to Build Gods House. Which is Gods People To Build Them Spiritually in their Walk with God. And Practically in Business & Life Style. They did not do that in the last election. They not only Diserted you.They diserted God.

Thus we are in the predictement we are now in. Now we must Change them in order to Change America first. Then as much of this world as we can by The Way of Gods Holy Presence & Word In & Through us. As Our Abba Shows what we are to do daily as Individuals. And Collectively as One.

That being said let me add that you & I are Kin

On your mothers dads side you are a McCloud
Direct decendant of King David

On my mothers dads side I am a McCabe
Direct decendant of The Maccabeans

You are known as a Warrior King
I am known as a Warrior Priest

Your sons married our daughters
Our sons married your daughters

Together we fought many campaigns
Near the end you went your way
Near the end we fought as mercenaries to the Irish kings
For over 200 years

Your fathers was a great business man & RE Developer at an early age and he started his RE Career by building garages. Then he Built & began selling one-family homes in Queens. Eventually making millions on luxury houses and high-rises in Brooklyn, Queens and Staten Island. He also built military barracks & apartments near shipyards for ‘US Navy’ staff

My father was a mechanical & electrical engineer who built Dams & Bridges for Dillingham International. In 1969 he was selected by Dillingham to supervise upgrading electronic security at the American Embassy in Bucharest, Romania. As well as for other American Embassies in the Eastern Block. He also helped create other businesses around the world while purchasing land & apartment complexes. My dad was a US Veteran of the Navy where he met my mom

Your 1st Presidency was marked by being Gods Cyrus
Your 2nd & 3rd Presidency will be a change in Gods Direction for you
You are now being Called by God to be a Zerubbabel in the Bible?
https://www.gotquestions.org/Zerubbabel-in-the-Bible.html

I am Called by God to be a Joshua’ Priest (not the Military Leader Joshua’)
https://www.gotquestions.org/Joshua-the-high-priest.html

We work together both Spiritually & Practically to Build Gods People
The True Temple & Tents of Gods Holy Presence

Which is Why it is important for you & Melania to Study & Listen to the beginning stages of http://www.TheDumbDonkeySpeaksOut.com

Then lets connect on that in January
As well as connect on the Business & Idea Concepts God has given to me for you. So as to put Americans back to work. Discribed in short detail below. My last excerpt here on this platform.

cindy

Yeah!

thilan

All my congratulations, Mr. President ! It’s a wonderful success ! You are our only hope in this dark time !

Ken K

For those too young to know,
Back in the day we called baby blue pedophile blue. It’s a demonic color. It identifies pedophiles. For a baby it’s different but when you sport it at 20 to 80 years old it’s only meaning is pedophile identification of self.
Think about it.
All the things demtards do is satanic.
I was benching in the gym and could’ve died when I looked over at 2 male Mickey Mouse hairdo pedophiles doing boxing in the racquetball area. I was like, this is why God has gave me so much because he knows if I had nothing to lose Mickey Mouse would get body slammed 😆
.
Aliens from other worlds are told to let us destroy ourselves and not help us. It can be the only answer as evidence of extraterrestrial beings is everywhere. We were left to rot in hell. God is extraterrestrial. Earth is not exclusive. That makes zero sense. Get baptized and get others baptized as our future as mortals is pretty fucksticated.
https://CrazyKens.com 🇺🇸

Last edited 1 month ago by Ken K
Teru

Can’t wait. Don’t do Faceplant, Tweeter, or Instagrump. (haha). Can’t wait for Truthsocial!!!

Hannah_L

Between now and February or March is going to seem like an eternity. God bless and Godspeed

Don McKellar

Call me skeptical but I just don’t know how you’re going to keep it from becoming another Bitchute or any of these other places which are nothing but madhouses for conspiracy theory nuts and Q-flakes. I can’t see the leftists and socialists flocking to it except for destructive purposes. either. The amount of hacking attempts from them and China will be a major tech issue. I do really hope that there’s some kind of amazing plan and team running it deal with these issues so that it can end up a viable alternative to the big names.

Hannah_L

We have to have opened something, President Trump has kept his promises when not stopped by others. Do you really think that touchy-feely Joe got 81 million votes when he never showed up out of his basement to campaign? Please answer this to yourself honestly

MARY LOU CUTTER

ALRIGHT!!!!! I’LL BE WATCHING AND WAITING FOR IT!!!!!
CAN’T WAIT!!!!!

Elizabeth Headley

Hallelujah!!! I feel like the WINDS HAVE CHANGED!
WWG1WGA! THANK YOU SIR!
I AM IN NO WAY DOUBTFUL OF ALL THE GOOD SOON TO FOLLOW THESE ENDEAVORS!
GOD BLESS THE LONG AWAITED RESTORATION OF OUR
BELOVED REPUBLIC!
It’s been a long time coming!
(NOW! If we can survive the INCREDIBLE WEATHER (WARFARE?) that’s due possibly through March, Tornados, Snowstorms! NOT PARTICULARLY PROMISING FOR ME, OR THOSE IN SIMILAR SITUATIONS!
BUT GOD!!
GOD HAS THIS!
HE HAS YOU, SIR!
HE HAS US ALL!
AMEN!
THE BEST IS YET TO COME, WON’T IT BE FINE!!🎶

le cat

Quelle journée! Il y a un nouveau virus en France et il s’appelle Zemmour, mais c’est un très bon virus, et je sais ou il a pris racine. Vive la liberté

Cary Miller

“GAME CHANGER”!!!

THE QUEEN IS DEAD!

Tabbysaurus

What queen? I don’t understand.

Nicola Spagnolo Jr.

Absolutely!! I am done with BIG TECH garbage… tweeter and Communistbook!!!
Let’s drain the swamp!!!

Peter

Mr President Trump sir, Will action be taken against the perpetrators of this crime of HIGH TREASON against our country by overturning the election of the duly elected president ???
I has been a year now! We were promised that the” best is yet to come” by you sir! Will anything be done, or are they going to get away with this crime just like they get away will all the other crimes of corruption they commit??? I understand that the swamp is VERY deep, and it takes time. I understand that this is not an easy battle, every day that goes by we loose our country more and more!!! Very soon we will be at the point of no return! Soon they will be to strong, and to entrenched!! WE CAN NOT wait for 22 or 24!!! WE need action NOW!!! Sir there is 200 million Americans that stand ready with you!! Give us the word and we will go into action!!! We the people elected you, there is NO doubt!!! Sir, use force if necessary, this is a time of war! The enemy must be captured and brought to justice! By our American law, those who commit treason MUST HANG! We the people demand that every perpetrator of the overthrow of the election hang for treason for the world to see!! We will not rest until justice prevails.

Cary Miller

I do agree with you Peter! In that, I second the Motion. I too have many ‘F&F’ that are Brainwashed Sheeple whom will never “Wake up” until “The News” tells them, it is time. I know, it is tragic but still true. Mr. President, if you think that any of these Sheeple are going to wake up without an EBS or a slap upside the head, then Sir you have lost sight of the ground game. I personally don’t think that the case but it’s gone on too long because many of the BDS have actually gotten and are getting worse. I wouldn’t have thought it possible had I not seen it personally every damb day. I pray that you and your people have accounted for that. Not the “Boomerang” we were hoping for. God Bless you and Godspeed!

Stuart

Fantastic News President Trump!
Fakebook, Tweaker and the FAKE NEWS will be OUT OF BUSINESS In NO TIME!

calvin wrenn

put me down for a couple of thousand shares mr. trump asap.

Cary Miller

They will be acquired! LMAO!

Craig Barrett

Excited, PISS on Fakebook and Twitter, you can flush that crap down the toilet

Stuart

The only thing Fakebook and Tweaker will be Worth Is A Bowel Movement!
You can throw the FAKE NEWS in the crapper too!

Glenn

and Truth social will be pissant propaganda~

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