What changed in this filing

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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-26 · 2007 added, 733 removed, 242 unchanged (92% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our interim Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, due to a material weakness in internal control over financial reporting existed relating to accounting for accruals.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Disclosure controls and procedures are controls and other procedures designed to ensure that information

required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

Digital World's and, upon the Closing, TMTG's Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of Digital World's management, including its Certifying Officers, Digital World carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules

13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with the preparation of our financial statements as of and for the

nine months ended September 30, 2023, Digital World's management identified a material weakness in its internal control over

financial reporting.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of an entity’s

financial statements will not be prevented or detected on a timely basis.

Digital World's management determined that there were

errors related to the classification of income in the previously issued financial statements for the years ended December 31, 2021 and 2022.

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff

Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” Digital World determined that the errors were material to its previously issued financial statements.

Therefore, Digital World concluded that the previously issued financial statements should be restated.

The material weaknesses identified by Digital World's management related to material errors over our financial reporting, which required the restatement of its financial statements

for the years ended December 31, 2021 and 2022.

Specifically, Digital World's management determined the material weaknesses related to a material error in classifying income from a licensing arrangement in 2021 as net sales from

related parties rather than the proper classification as other income from related parties.

Digital World's management determined that the restatement matters primarily related to its failure to design and maintain formal accounting

policies, processes, and controls to analyze, account for and properly disclose income recordation as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

TMTG is committed to remediating the material weaknesses described above and commencing remediation efforts during 2024.

We intend to initiate and implement several remediation measures including,

but not limited to hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant and

complex transactions as well as adding personnel to assist with formalizing our business processes, accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the

effectiveness of our internal controls in accordance with the framework established by Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring

Organizations of the Treadway Commission.

While our efforts are ongoing, we plan to continue to take additional steps to remediate the material weaknesses, improve our financial reporting systems, and implement new policies,

procedures, and controls;

however, we cannot guarantee those measures will prevent or detect material weaknesses in the future.

Although we intend to pursue the remediation efforts mentioned above, all identified material

weaknesses continue to exist as of the date of this Report and we cannot provide any assurance that we, or our independent registered accounting firm, will not identify new material weaknesses in our internal controls over

financial reporting in the future.

While we are undertaking efforts to remediate these material weaknesses, the material weaknesses will not be considered remediated until our remediation plan has been fully implemented, the

applicable controls operate for a sufficient period of time, and we have concluded through testing, that the newly implemented and enhanced controls are designed and operating effectively.

We are working to remediate the material

weaknesses as efficiently and effectively as possible but expect that full remediation could potentially go beyond December 31, 2024.

At this time, we cannot provide an estimate of costs expected to be incurred in connection with

implementing this remediation plan;

however, these remediation measures will be time consuming, incur significant costs, and place significant demands on our financial and operational resources.

Management’s Annual Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal

control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external

reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, because of a material weakness in internal control over financial reporting existed relating to accounting for accruals.

To address this material weakness, we are assessing our resource needs as well as roles and responsibilities with a particular focus on accounting and financial reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may

Digital World's management assessed the effectiveness of Digital World's internal control over financial reporting as of

December 31, 2023.

In making these assessments, Digital World's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in

Internal Control — Integrated Framework (2013).

Based on their assessments and those criteria, Digital World management determined that it did not maintain effective internal control over financial reporting as of December 31, 2023,

because of a material weakness in internal control over financial reporting existed relating to financial reporting systems and accounting for accruals.

To address this material weakness, we are assessing our resource needs as well as roles and responsibilities with a particular focus on accounting and

financial reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company

under the JOBS Act.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to Digital World's internal control over financial reporting during the fiscal year ended December 31, 2023 that materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Resignation of Independent Registered Public Accounting Firm

On July 27, 2023, Digital World’s public accounting firm, Marcum LLP (“Marcum”) notified Digital World’s

Audit Committee of the Board of Directors of its resignation.

Engagement of New Independent Registered Public Accounting Firm

On August 8, 2023, Digital World engaged Adeptus Partners, LLC (“Adeptus”) as its independent public

accounting firm to audit our financial statements for the fiscal years ended December 31, 2023, 2022 and 2021 and to review our quarterly financial statements beginning with the amended first quarter of the 2022 fiscal year.

On March 28, 2024, the audit committee of the Board approved the engagement of Borgers as our independent

registered public accounting firm to audit our consolidated financial statements effective immediately after the filing of this Report for the fiscal years ended December 31, 2023 and 2022, which consists only of the accounts of

Digital World.

Borgers served as the independent registered public accounting firm of Private TMTG prior to the Business Combination.

Adeptus, the independent registered public accounting firm for Digital World prior to the Business

Combination and the current auditor of TMTG, was informed that it will be dismissed as the auditor of TMTG immediately upon the filing of this Report.

Other Information.

2 unchanged sentences

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Interim Chief Executive Officer and Director

Katherine Chiles

Chief Financial Officer

Alexander Cano

President and Secretary

Frank Andrews

Non-Executive Chairman and Director

Patrick Orlando

Edward Preble

Jeffrey Smith

The experience of our directors and executive officers is as follows:

Eric Swider has served as our Interim Chief Executive Officer since March 2023 and as a director since September 2021.

Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security.

Chief Executive Officer, President and Director

Phillip Juhan

Chief Financial Officer, Treasurer

Andrew Northwall

Chief Operating Officer

Vladimir Novachki

Chief Technology Officer

Sandro De Moraes

Chief Product Officer

General Counsel, Secretary

Kashyap “Kash” Patel

Independent Director

Robert Lighthizer

Independent Director

Linda McMahon

Independent Director

Information regarding the executive officers, key employees, and directors:

Executive Officers

Nunes , TMTG’s Chief Executive Officer and a Director since 2022, previously served in the U.S.

House of Representatives

from 2011 to 2022.

He was the Republican leader and former Chairman of the HPSCI, a senior Republican on the Ways and Means Committee, and the Republican leader of the Ways and Means Health Subcommittee.

Nunes was a vital

contributor to the 2017 tax system overhaul, authoring a key provision to allow same-year expensing of all business investments for entrepreneurs and businesses.

He also championed telemedicine to improve healthcare in underserved,

In his role on HPSCI, Mr.

Nunes spent extensive time overseas working with U.S.

military personnel, Central Intelligence Agency officials, and world leaders while promoting freedom and democratic values around the

During his time in Congress, many regarded Mr.

Nunes as the House of Representatives’ preeminent investigator of government malfeasance and corruption;

he was awarded the Presidential Medal of Freedom, America’s highest

civilian honor, in 2021.

Nunes graduated from Cal Poly San Luis Obispo, where he received a bachelor’s degree in agricultural business and a master’s degree in agriculture.

He is the author of “Restoring the Republic” and

“Countdown to Socialism,” and was an early and prominent critic of big tech censorship.

Phillip Juhan , TMTG’s Chief Financial Officer, has over 20 years of progressive experience in finance leadership roles.

From March 2020 until July 2021, Mr.

served as the Chief Financial Officer of Town Sports International Holdings, Inc., a public company listed on the Nasdaq (CLUBQ) which owned and operated fitness clubs in the Northeast and mid-Atlantic regions of the United States, as

well as in California, Florida, Puerto Rico, and Switzerland.

During this time, Mr.

Juhan led an organizational restructuring by optimizing the company’s portfolio of assets and recapitalizing the balance sheet, raising $100 million

of fresh capital to position the company for a post-pandemic recovery.

From August 2018 until his appointment as CFO in March 2020, Mr.

Juhan was Vice President of Business Operations for Town Sports.

Previously, Mr.

Juhan worked in

the Investment Banking Divisions of Prudential Financial (from June 2022 to May 2006) and the Bank of Montreal (from July 2007 to March 2014), where he led consumer focused research within the Financial Services (Real Estate, Gaming

and Lodging) and Consumer (Broadlines Retail and Restaurants) sectors.

Juhan attended the U.S.

Air Force Academy where he earned the Western Athletic Conference Scholar Athlete Award while playing football for the Falcons.

1998, he graduated magna cum laude from The Georgia Institute of Technology, earning a Bachelor of Science in Management with a concentration in Finance.

Northwall , TMTG’s Chief Operating Officer since December 2021, is a successful entrepreneur with over fifteen years’ experience building and maintaining high-availability web applications and technologies for government

affairs and political organizations.

From June 2021 until October 2021, he previously served as Chief Architect at Parler, a free-speech-focused social networking service, to help restore Parler to functionality after it was cut off

from the internet by a consortium of big tech companies.

Northwall also worked extensively with successful political campaigns, government entities, and non-profits serving as CEO of NorthStar Campaign Systems (March 2008 to

December 2016), CEO of EZPolitix (December 2015 to December 2021) and owner and president of Northwall Strategies (November 2016 to December 2021).

Northwall attended the University of Nebraska at Omaha, where he studied

political science.

He oversees general business operations and work with TMTG’s technologists to successfully develop and maintain products.

Sandro De Moraes , TMTG’s Chief Product Officer since July 2023, has over a decade of experience leading teams in building customer-facing

products that deliver business value.

He previously held product management leadership roles at Blue Shield of California (February 2018 to June 2019), a health insurance provider with over $24 billion in annual revenues;

America, a fast-growing business support services corporation, from June 2019 to June 2021;

and two social networking startups Mr.

De Moraes cofounded between November 2009 and December 2017.

He has a Bachelor of Science in Business

Management and Marketing from Cornell University and a Master of Business Administration from the University of Geneva, Switzerland.

De Moraes sets product vision, builds the product organization, and ensures that all roles within

it are performed efficiently and effectively to deliver on TMTG’s strategic and business objectives.

Key Employees

Vladimir Novachki, TMTG’s Chief Technology Officer since June 2023, has more than a decade of experience engineering software and developing high-performance,

scalable web applications that can handle a large volume of real-time users.

Between March 2012 and January 2023, Mr.

Novachki was an employee at Cosmic Development, a Canadian IT support services company and served as its Chief

Technology Officer beginning in 2016.

During that time, Cosmic Development developed many projects, including Little Things (a top Facebook publisher in 2017), Bookmark, America’s Funniest Home Videos and TMTG’s partner, Rumble.

2010, while unaffiliated with any company, Mr.

Novachki created one of the first Android mobile applications.

Novachki holds a Bachelor in Computer Science and Engineering degree from the Faculty of Electrical Engineering and

Information Technologies in Skopje.

He also pursued a master’s degree in Software Engineering from the Faculty of Computer Science and Engineering in Skopje.

Novachki brings impressive breadth, depth, and expertise in the

technology sector to our management team.

Scott Glabe, TMTG’s General Counsel since April 2022, is a seasoned attorney and counselor.

He was most recently a Partner at an Am Law 100

firm from February 2021 until April 2022, where his practice focused on investigations and compliance.

Glabe previously led a 200-person team including members of the Office of Cyber, Infrastructure, Risk and Resilience—as Acting

Under Secretary for Policy at the U.S.

Department of Homeland Security (DHS) from July 2020 until January 2021.

He also held multiple other positions at DHS from May 2019 to January 2021.

Before DHS, he represented the White House as

an Associate Counsel to President Trump from February 2019 until May 2019 and worked for the U.S.

House of Representatives in progressively senior legal and policy roles from April 2015 until February 2019.

Earlier in his career, Mr.

Glabe practiced in the Washington office of an international law firm from October 2013 to April 2015, clerked for a federal appellate judge from October 2012 to September 2013, and served as an intelligence officer in the U.S.

Reserve, including time in inactive reserve from September 2008 until January 2020 (including time in the inactive reserve).

He is a graduate of Yale Law School and Dartmouth College.

Swider served as Digital World’s Chief Executive Officer from July 2023 to March 2024.

He previously served as our Interim Chief Executive Officer from

March 2023 until July 2023 and as a director since September 2021.

He also served on the Compensation and Audit Committees and serves as the Chair for both Committees.

Swider has been serving as the Chief Executive Officer of

RUBIDEX since January 2020, a start-up company focusing on data security.

Swider founded Renatus Advisors and has been serving as the Managing Partner of Renatus LLC since June 2016.

Renatus Advisors works with private clients to

resolve complex legal, strategic, and operational matters as well as public clients, providing services related to disaster and economic recovery.

From February 2021 to October 2022, Mr.

Swider served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company.

Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016, where he is responsible for FEMA grant management and government advisory services.

Swider served as a director of Benessere

Capital Acquisition Corp., a special purpose acquisition company.

From September 2016 to January 2018, Mr.

Swider served as the Managing Director of Great Bay Global where he oversaw the launch of a new business division focused on investing in alternative strategies.

Swider served as the Managing Director of Great Bay Global where he oversaw the launch of a new business division focused on

investing in alternative strategies.

From December 2014 to June 2016, Mr.

Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global basis to expand its client base and investment portfolio.

Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global

basis to expand its client base and investment portfolio.

From February 2010 to December 2015, Mr.

Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort management group.

Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.

We believe Mr.

Swider is well qualified to serve as a member of the Board due to his extensive experience in investment and corporate management.

Katherine Chiles has served as our Chief Financial Officer since April 2023.

She has experience in financial consolidations, financial statement preparation and analysis, financial planning and reporting (U.S.

GAAP & IFRS), financial system implementation and administration, all aspects of accounts payable and accounts receivable, and payroll.

She worked as a financial analyst in a contract position for both ACTAVO, an infrastructure company servicing Ireland, the UK and the global events industry, from October 2017 to August 2018, and Fisher Phillips, a national labor and employment firm, from September 2016 to February 2017, where she was responsible for designing and automating financial reporting, ad hoc reporting, budgeting, forecasting, and projections.

Prior to that, Ms.

Chiles served as Director of Financial Operations for Battaglia Law Office, a law firm, from 2011 to 2015, where she managed all daily financial operations of the firm.

From 2007 to 2011, Ms.

Chiles worked as a senior financial analyst for Total System Services, a global payment solutions provider.

Prior to that, Ms.

Chiles held positions with ING Americas, a global financial institution, from April 2005 to May 2006, ProxyMed Inc., an electronic healthcare transaction processing services company, from August 2003 to March 2005, and OuterBounds Technologies, a software development company, from March 2003 to July 2003.

Chiles graduated with a Bachelor of Science in Finance from Auburn University at Montgomery.

Alexander Cano has served as our President and Secretary since April 2023.

He has served as the Chief Operating Officer for Benessere Investment Group, an investment company, since June 2021 and is responsible for the daily operations of the firm and contributed to the development of the firm’s corporate strategy, as well as services to multiple special purpose acquisition companies.

Prior to that, Mr.

Cano held the position of Vice

President, Business Development & Sales Strategy for Global Media Fusion, an innovative global media agency, from October 2020 to June 2021, where he was responsible for driving revenue by connecting powerful brands with globally syndicated television sponsorships.

From October 2018 through December 2019, Mr.

Cano served as the General Manager for the Home Equity division of Bankrate, a consumer financial services company.

Prior to Bankrate, Mr.

Cano was a negotiation consultant with The Gap Partnership, a negotiation consultancy, from October 2016 to October 2018.

Cano spent the first half of his career in media companies, such as Sony Pictures Television International from 2003 to 2005, HBO from 2005 to 2008, TiVo from 2008 to 2010 and DIRECTV from 2010 to 2014.

Cano received his B.S.B.A.

in Finance from American University in Washington D.C.

Frank Andrews has served as our director since January 2023.

He has been an independent media consultant since August 2004, and he has worked with many performing artists in the media space.

He has been the founder of My Creative Waves Corp., a strategic consultancy offering guidance to drastically improve consumer experiences for both digital and traditional media for major consumer brands such as Macy’s, since 2014.

He began his career working on Fortune 500 brands’ advertising campaigns with a subsequent focus as a producer on product videos, industrial productions and live international trade shows for brands, such as Canon and Sony, with featured artists like Cindy Lauper.

Andrews received a Bachelor of Science Business Administration from University of Central Florida, with an MFA candidacy in Film Television Production from The Savannah College of Art & Design.

We believe Mr.

Andrews is well qualified to serve as a member of the Board due to his extensive experience in the media industry and business management.

Patrick Orlando has served as our director since September 2021 and was the Chairman and Chief Executive Officer from September 2021 to March 2023.

Orlando has been serving as Special Advisor for BurTech Acquisition Corp.

BRKH), a special purpose acquisition corporation, and Nubia Brand International Corp.

NUBI), a special purpose acquisition corporation, since December 2021 and January 2022, respectively.

He has also been serving as Director and Special Advisor of Maquia Capital Acquisition Corp.

MAQC), a special purpose acquisition corporation, since May 2021, as well as Chairman and Chief Executive Officer of Benessere Capital Acquisition Corp.

BENE), a special purpose acquisition corporation, since September 2020.

In addition, he also served as Chief Executive Officer of Yunhong International (Nasdaq:

ZGYH), a publicly listed special acquisition purpose corporation, since January 2020.

Orlando is Chief Executive Officer of Benessere Capital, LLC, an investment consulting and investment banking firm he founded in Miami in October 2012.

At Benessere Capital, LLC, he has advised on fundraising, capital deployment, mergers and acquisitions, private placements, and products marketing.

From March 2014 to August 2018, Mr.

Orlando also served as the Chief Financial Officer of Sucro Can Sourcing LLC, a sugar trading company he co-founded, where he managed all financial matters including insurance and banking relationships.

From November 2014 to August 2018, Mr.

Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company, where he focused on finance and processing technology.

From March 2011 to March 2014, Mr.

Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities.

From September 2006 to March 2011, Mr.

Orlando served in roles including Chief Technical Officer and Director of Pure Biofuels Corporation, a renewable fuel corporation headquartered in Houston, Texas with operations in Peru.

From April 1998 to December 2003, Mr.

Orlando served as the Director of Emerging Markets Fixed Income Derivatives of Deutsche Bank.

Orlando earned degrees in Mechanical Engineering and Management Science from the Massachusetts Institute of Technology.

We believe that Mr.

Orlando is well-qualified to serve on our board of directors due to his extensive investing, science and engineering experience and in particular his experience as Chief Executive Officer and board member of other special purpose acquisition companies.

Edward Preble has served as our director since January 2023.

He has been the founder and President of Alpamayo CPG and Private Label, a global sales consultancy, since January 2022.

He was the head of internationals sales for Crider Foods, a value poultry company, from January 2017 to January 2022.

Preble worked as a Global Private Wealth Manager for Merrill Lynch, an investment management and wealth management company, from February 2006 to March 2009.

Preble began his career in 2001 as an

International Advisor for Morgan Stanley and worked directly with institutional and ultra-high net worth families.

He is a member of Southeast United States Trade Organization, and USA Poultry.

Preble received his Bachelor of Arts degree in Finance and a Corporate Master’s Degree in Business Administration from Florida International University.

We believe Mr.

Preble is well qualified to serve as a member of the Board due to his extensive experience in investment management and business operations.

Jeffrey Smith has served as our director since April 2023.

Smith has been the founder and Managing Attorney for LawVisory, a law firm serving registered investment advisers, financial institutions, family offices, issuers, investment funds and businesses with their securities, regulatory, compliance, corporate, tax, litigation, arbitration, contracts, digital assets, and merger and acquisition legal needs, since December 2005.

Smith has also been the Chief Compliance Officer and Chief Legal Officer of North Rock Partners, LLC, a wealth advisory firm, from January 2021 to April 2022;

Virtue Capital Management LLC, an investment advisory firm, from January 2019 to January 2021;

and Chief Compliance Officer of Griffin Capital Company LLC, an investment and asset management company, from February 2017 to May 2018.

Prior to that, he was with Research Affiliates LLC, an investment advisory firm, where he served as Chief Compliance Officer and Assistant General Counsel from August 2013 to February 2017;

Director of Compliance of Athene Asset Management LLC, an asset management firm, from July 2012 to August 2013;

and Senior Counsel of Legal and Compliance at The Rock Creek Group, an investment fund manager, from July 2010 to July 2012.

Additionally, Mr.

Smith served as Investigative Counsel for the Financial Crisis Inquiry Commission from January 2010 to July 2010.

Prior to that, Mr.

Smith was a tax attorney for Deloitte from July 1999 to July 2000 and Crowe Horwath from July 2000 to July 2002.

Smith graduated cum laude with a B.S.

in Accounting from the University of Kentucky, where he also earned his J.D.

He received his L.L.M., with highest honors, in Securities & Financial Regulation from Georgetown Law in Washington, D.C.

and holds the following certifications:

Certified Regulatory and Compliance Professional (FINRA Institute at Wharton);

Investment Adviser Certified Compliance Professional (NRS Education);

and Certified in Risk Management (International Institute of Professional Education and Research).

We believe Mr.

Smith is well qualified to serve as a member of the Board due to his extensive experience with public company compliance and investment.

Number and Terms of Office of Officers and Directors

We have five directors.

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, which consists of Edward Preble and Jeffrey Smith will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, which consists of Eric Swider and Frank Andrews, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Patrick Orlando, will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort

management group.

Swider received his education in Mechanics Engineering and Nuclear Science Studies at U.S.

Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid

flow, advanced mathematical practices and engineering principles.

has been an Executive Vice President at The Trump Organization since September 2001, where he helps oversee the

company’s extensive real estate portfolio, media and other business interests around the globe.

He is and has been an officer of hundreds of entities related to President Donald J.

Trump and The Trump Organization.

Over the course of

his career, Mr.

Trump has played a critical role in many of the company’s most successful real estate development projects, including the Trump International Hotel & Tower in Chicago, Trump International Hotel in Washington D.C.

and many others.

Trump’s involvement in those projects was extensive, ranging from the initial deal evaluation stage, analysis and pre-development planning to construction, branding, marketing, operations, sales, and leasing.

Trump has also spearheaded efforts to further expand the Trump brand globally and has overseen large segments of The Trump Organization’s commercial leasing business involving properties such as Trump Tower on Fifth Avenue and 40 Wall

Street in downtown Manhattan.

In addition to his real estate interests, Mr.

Trump is an accomplished and sought-after speaker.

He has spoken extensively throughout the United States and around the world and maintains an influential

social media presence.

He was also featured as an advisor on the highly acclaimed NBC shows “The Apprentice” and the “The Celebrity Apprentice.” Mr.

Trump received his bachelor’s degree in Finance and Real Estate from the Wharton

School of Finance at the University of Pennsylvania.

Kashyap “Kash” Patel is founder and president of The Kash Foundation, Inc., which supports educational and legal efforts to facilitate

government transparency, since 2022.

Patel also currently serves as a national security adviser to President Donald J.

Trump as a private citizen and receives payment for such services from Save America PAC.

He previously served

as the Chief of Staff at the Department of Defense (DOD) from November 2020 to January 2021, where his responsibilities included implementing the Secretary’s mission leading 3 million plus personnel, operating a $740 billion budget,

and managing $2 trillion in assets.

Before the DOD, from January 2019 to October 2021, Mr.

Patel served as Senior Director for Counterterrorism (CT) on the National Security Council (NSC);

acting principal deputy at the Office of the

Director of National Intelligence (ODNI) from April 2021 to July 2021;

and National Security Advisor and Senior Counsel for the U.S.

House of Representatives Permanent Select Committee on Intelligence (HPSCI) from April 2017 to

December 2018.

Prior to HPSCI, Mr.

Patel was a career national security prosecutor at the Department of Justice (DOJ) during the Obama administration from 2014 to 2017.

At DOJ, he coordinated investigations around the globe and served

as a Liaison Officer to Joint Special Operations Command (JSOC).

Patel began his career in 2005 as a public defender, trying scores of complex cases in federal and state courts.

He completed his undergraduate studies at the

University of Richmond before returning to his native New York to earn his law degree.

Kyle Green is an attorney with over 20 years of experience in civil litigation and criminal prosecutions.

Since 2007, Mr.

Green has been

Lead Counsel at the Law Office of W.

Kyle Green L.L.C., where he represents both plaintiffs and defendants in various matters including civil and criminal litigation and commercial transactions.

Previously, Mr.

Green served as

Assistant District Attorney for the Louisiana Third Judicial District Court between 2015 and 2018 where he was responsible for major felony prosecutions.

From 2007 to 2015, Mr.

Green served as the City Prosecutor for the city of

Ruston, Louisiana where he successfully prosecuted more than 20,000 criminal defendants.

In 2006, the Governor of Louisiana appointed Mr.

Green to the state’s Judiciary Commission where he oversaw alleged misconduct involving members

of the judiciary until 2007.

Green’s experience also includes time as the in-house counsel and later Vice President of Hogan Hardwood and Moulding, a lumber wholesale company, from 2003 to 2007, and as an attorney at the Law Firm

of Coyle and Green, L.L.C.

engaged in a civil and criminal legal practice from 1998 to 2003.

Green received a Bachelor of Science degree in Management, magna cum laude , from Louisiana Tech

University, and a Juris Doctor degree from Louisiana State University.

Robert Lighthizer has served as the Chairman of the Center for American Trade in the America First Policy Institute since 2021, promoting

fair trade policies that put America’s families, workers, manufacturers, and farmers ahead of the interests of global competitors.

Lighthizer previously served as the 18th United States Trade Representative (USTR) under President

Trump from 2017 to 2021.

Lighthizer was an architect of American trade policy during the Trump presidency, engineering historic trade agreements with China that prioritized the American economy.

An experienced trade negotiator and

litigator, Mr.

Lighthizer has dedicated his life working for equitable trade enforcement for the U.S.

and has an impressive record for fighting for American workers and businesses.

Prior to joining the Trump Administration, from 1985

Lighthizer was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP, where he practiced international trade law for over three decades and led the firm’s International Trade Department.

Before joining Skadden, Mr.

Lighthizer served as Deputy U.S.

Trade Representative for President Ronald Reagan from 1983 to 1985.

During his tenure, Mr.

Lighthizer negotiated over two dozen bilateral international agreements, including agreements on steel,

automobiles, and agricultural products.

As Deputy USTR, he also served as Vice Chairman of the Board of Overseas Private Investment Corporation, a U.S.

government agency whose purpose is to promote economic growth in developing

countries through U.S.

Previously, from 1978 to 1981, Mr.

Lighthizer served as chief minority counsel for the U.S.

Senate Committee on Finance, and from 1981 to 1983, Mr.

Lighthizer served as chief counsel and staff

director for the U.S.

Senate Committee on Finance.

Lighthizer earned a bachelor’s degree from Georgetown University and his Juris Doctor from Georgetown University Law Center.

Linda McMahon has over 40 years of business, media, and political leadership experience, and has served since 2021 as the Chair of the

Board and Chair of the Center for the American Worker within the America First Policy Institute, a non-profit organization advocating for American career and educational opportunities.

McMahon helped co-found the World

Wrestling Foundation which was later renamed World Wrestling Entertainment (“ WWE ”), the world’s largest professional wrestling promotion company, where she served as President and later Chief

Executive Officer from 1993 until 2009.

McMahon’s innovative leadership, the WWE saw expansive growth from a small regional business to a global enterprise and publicly listed company on the New York Stock Exchange (WWE)

with over 800 employees and offices worldwide.

While leading the WWE, Ms.

McMahon specifically negotiated the company’s global media and television contracts and spearheaded the successful commercial launch of its first line of action

In 2016, President Trump nominated Ms.

McMahon to be the administrator of the United States Small Business Administration (“ SBA ”) and the U.S.

Senate overwhelmingly confirmed her to

that position in 2017.

McMahon led the SBA until 2019, advocating on behalf of America’s 30 million small businesses as a member of President Trump’s cabinet where she directed the agency’s effort to issue over $1 billion in loans

to assist small business owners in the aftermath of Hurricane Harvey.

McMahon’s political career also includes an appointment to the Connecticut Board of Education from 2009 until 2010, and serving as the Republican nominee to

represent the state of Connecticut in the 2010 and 2012 U.S.

Senate elections.

Previously, from 2019 to 2020, Ms.

McMahon also served as Chair of the America First Action political action committee supporting President Trump’s 2020

reelection campaign and as co-Founder and Chief Executive Officer, from 2017 to 2019, of Women’s Leadership LIVE, a company that hosts events to inspire entrepreneurial women to launch their own businesses.

McMahon received a

Bachelor of Arts degree in French from East Carolina University and also holds Honorary Doctorates from East Carolina University and Sacred Heart University.

Except as provided below, to the knowledge of TMTG’s officers and directors (“TMTG Management”).

Management has not been the subject of any events that occurred during the past ten years that are material to an evaluation of the ability or integrity of a director, person nominated to become a director or executive officer of a

company such as TMTG, as it is required to be reported by Item 401(f) and (g) of Regulation S-K.

is the subject of numerous legal proceedings.

Specifically, Donald J.

is a named defendant in the New York Attorney General’s case

mentioned in Risk Factor:

President Donald J.

Trump is the subject

of numerous legal proceedings, the scope and scale of which are unprecedented for a former President of the United States and current candidate for that office.

An adverse outcome in one or more of the ongoing legal proceedings in

which President Trump is involved could negatively impact TMTG and its Truth Social platform.

On September 21, 2022, the Attorney General of the State of New York launched a civil suit

against Donald J.

and affiliated individuals and entities.

The suit alleged Donald J.

was aware of and knowingly participated in business fraud relating to misrepresentations in the preparation of President

Trump’s annual statements of financial condition in the years 2011 to 2021.

In a decision dated November 3, 2022, the court ordered that an independent monitor be appointed to oversee compliance with the court’s order enjoining the

defendants from, among other things, selling, transferring or otherwise disposing of certain assets of President Trump.

In a decision dated September 26, 2023, the court found that the defendants were liable for persistent

violations of New York Executive Law 63(12).

Pursuant to that same order, the court also ordered that an independent receiver be appointed to oversee the dissolution of certain entities owned by the defendants.

In June 2023,

a New York appeals court narrowed the fraud case, the trial for which commenced in October 2023 and closing oral arguments were concluded on January 11, 2024.

New York Supreme Court Justice Arthur Engoron, in a Decision and Order dated February 16, 2024, held President Trump, Donald Trump, Jr., and defendants liable under the following five causes of action.

Specifically, (i) for repeatedly and persistently falsifying business records, thus violating Executive Law § 63(12) and New York Penal Law 175.05;

(ii) for conspiracy to falsify business records;

(iii) for repeatedly and persistently

issuing false financial statements, thus violating Executive Law § 63(12) and New York Penal Law 175.45;

(iv) for repeatedly and persistently committing insurance fraud in violation of Executive Law § 63(12) and New York Penal Law

and (v) for conspiracy to commit insurance fraud.

The court ordered President Trump and defendants to pay approximately $354,868,768 in aggregate disgorgement of ill-gotten gains.

Donald Trump, Jr., was specifically ordered to

pay $4,013,024 with pre-judgment interest from May 11, 2022.

The court enjoined Donald Trump, Jr., among others from serving as an officer or director of any New York corporation or other legal entity in New York for a period of two

years, and from applying for loans from any financial institution chartered by or registered with the New York Department of Financial Services for a period of three years.

Separately, the Trump Organization was found guilty of

criminal tax fraud in December 2022, and fined $1.6 million in January 2023.

The foregoing does not purport to be an exhaustive list of legal proceedings in which Donald J.

is or has been involved.

Phillip Juhan, Chief Financial Officer:

In March of 2020, Mr.

Juhan became the CFO at Town Sports International Holdings, Inc., a public company (listed on the Nasdaq) that operated nearly 200 “big

box” fitness clubs.

The majority of the company’s assets were in markets such as New York, Boston, D.C., and Philadelphia, where governmental COVID restrictions forced gyms to close for up to six months during 2020.

The disruption to

cash flow and uncertainty of business recovery precluded Town Sports from refinancing its (approximately $180 million) term loan that came due during the year.

As a result, the Company was forced to file for bankruptcy and restructure

its business.

Board of Directors

The Board consists of seven members, including TMTG’s President and Chief Executive Officer.

In accordance with the

Amended Charter, the Board is divided into three classes, Classes I, II and III, each to serve a three year term, except for the initial term after the Closing, for which the Class I directors will be up for reelection at the first

annual meeting of stockholders occurring after the Closing, and for which the Class II directors will be up for reelection at the second annual meeting of stockholders occurring after the Closing.

At each annual meeting of

stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election.

Directors will not be able to be removed

during their term except for cause, and then only by the affirmative vote of the holders of not less than two thirds (2/3) of the outstanding shares of capital stock then entitled to vote at an election of directors.

The directors

are divided among the three classes as follows:

the Class I directors are Kashyap “Kash” Patel and W.

Kyle Green, and their terms expire at the annual meeting of stockholders to be held in 2024;

the Class II directors are Linda McMahon and Donald J.

Trump, Jr., and their terms expire at the annual meeting of stockholders to be held in 2025;

the Class III directors are Eric Swider, Devin Nunes and Robert Lighthizer, and their terms expire at the annual meeting of stockholders to be held in 2026.

TMTG expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible,

each class will consist of one-third of the directors.

The division of the Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Director Independence

Controlled Company Exception

After the completion of the Business Combination, President Donald J.

Trump beneficially owns

approximately 57.6% of the combined voting power of TMTG Common Stock.

As a result, TMTG is a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under these corporate governance standards, a

company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards,

including the requirements (1) that a majority of TMTG’s board of directors consists of independent directors, (2) that TMTG’s board of directors has a compensation committee that consists entirely of independent directors with a

written charter addressing the committee’s purpose and responsibilities, and (3) that TMTG’s director nominations be made, or recommended to TMTG’s full board of directors, by TMTG’s independent directors or by a nominations

committee that consists entirely of independent directors and that TMTG adopts a written charter or board resolution addressing the nominations process.

Accordingly, investors will not have the same protections afforded to

stockholders of companies that are subject to these corporate governance requirements.

In the event that TMTG ceases to be a “controlled company” and its common stock continues to be listed on the Nasdaq, TMTG will be required to

comply with these provisions within the applicable transition periods.

TMTG relies on the “controlled company” exemption.

As a result, TMTG does not have a majority of independent

directors on its board of directors.

In addition, the TMTG’s Compensation Committee and TMTG’s Nominating and Corporate Governance Committee are not required to consist entirely of independent directors and are not subject to

annual performance evaluations.

Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Committees of the Board of Directors

Our board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors.

The Board has the authority to appoint committees to perform certain management and administration functions.

TMTG is a “controlled company” and therefore, in the future its compensation committee and

nominating and corporate governance committee may not be comprised of only independent directors.

The composition and responsibilities of the audit committee, compensation committee and nominating and corporate governance committee of

TMTG are described below.

Members will serve on the audit committee, compensation committee and nominating and corporate governance committee until their resignation or until otherwise determined by the Board.

The charters for the

audit committee, compensation committee, and nominating and corporate governance committee of TMTG are available on TMTG’s website at https://tmtgcorp.com/ .

Information contained on or

accessible through such website is not a part of this Report, and inclusion of the website address in this Report is an inactive textual reference only.

Audit Committee

We have established an audit committee of the board of directors.

Smith, Preble and Andrews serve as members of our audit committee, and Mr.

Smith chairs the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Messrs.

Smith, Preble and Andrews meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) under the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Smith qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

The audit committee of the Board consists of W.

Kyle Green, Robert Lighthizer, and Linda McMahon.

TMTG’s Board has determined that each proposed member is independent under the Nasdaq listing standards

and Rule 10A-3(b)(1) under the Exchange Act.

The chairperson of the audit committee is W.

Kyle Green also qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K

and possesses financial sophistication, as defined under the rules of Nasdaq.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to the TMTG’s accounting, financial, and other reporting and internal control practices and to

oversee TMTG’s independent registered accounting firm.

Specific responsibilities of TMTG’s audit committee include:

selecting a qualified firm to serve as the independent registered public accounting firm to audit TMTG’s financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, TMTG’s interim and

year-end operating results;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes TMTG’s internal quality-control procedures, any material issues with

such procedures, and any steps taken to deal with such issues when required by applicable law;

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

We have established a compensation committee of the board of directors.

Preble, Andrews and Smith serve as members of our compensation committee and Mr.

Preble chairs the compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Preble and Andrews are independent.

We have adopted a compensation committee charter, which details the principal functions of the compensation, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

reviewing on an annual basis our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to each of Renatus and Benessere Enterprises Inc., an affiliate of our sponsor, of $15,000 per month, for up to the Combination Period, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees will be Messrs.

Preble, Andrews and Smith.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders).

Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

Our Code of Ethics is available on the Company website, www.dwacspac.com, and the SEC website, www.sec.gov.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Executive Compensation

None of our officers has received any cash compensation for services rendered to us.

Commencing September 3, 2021, we have agreed to pay each of Renatus and Benessere Enterprises Inc., an affiliate of our sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

The compensation committee of TMTG’s Board consists of W.

Kyle Green, Robert Lighthizer and Linda McMahon.

TMTG’s Board has determined each proposed member is a “non-employee

director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The chairperson of the compensation committee is Robert Lighthizer.

The primary purpose of the compensation committee is to discharge the responsibilities of the

board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to TMTG’s executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

reviewing and approving on an annual basis the corporate goals and objectives relevant to TMTG’s Chief Executive Officer’s compensation, evaluating TMTG’s Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration (if any) of TMTG’s Chief Executive Officer based on such evaluation;

reviewing and approving the compensation of TMTG’s other executive officers;

reviewing and recommending to TMTG’s Board the compensation of the TMTG’s directors;

reviewing TMTG’s executive compensation policies and plans;

reviewing and approving, or recommending that TMTG’s Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory

arrangements for TMTG’s executive officers and other senior management, as appropriate;

administering TMTG’s incentive compensation equity-based incentive plans;

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

assisting management in complying with TMTG’s proxy statement and annual report disclosure requirements;

if required, producing a report on executive compensation to be included in TMTG’s Annual Report on Form 10-K and annual proxy statement;

reviewing and establishing general policies relating to compensation and benefits of TMTG’s employees;

reviewing TMTG’s overall compensation philosophy.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of TMTG’s Board consists of W.

Kyle Green, Robert Lighthizer and Linda McMahon.

The chairperson of the nominating and corporate

governance committee is Linda McMahon.

Specific responsibilities of the nominating and corporate governance committee include:

identifying, evaluating and selecting, or recommending that TMTG’s Board approve, nominees for election to TMTG’s Board;

evaluating the performance of TMTG’s Board and of individual directors;

reviewing developments in corporate governance practices;

evaluating the adequacy of TMTG’s corporate governance practices and reporting;

reviewing management succession plans;

developing and making recommendations to TMTG’s Board regarding corporate governance guidelines and matters.

Code of Ethics and Business Conduct

TMTG has adopted a Code of Ethics and Business Conduct that applies to all of its employees, officers and directors, including those officers responsible for financial reporting.

The Code of Ethics and Business Conduct is available on TMTG’s website at https://tmtgcorp.com .

Information contained on or accessible through such website is not a part of this Report, and

the inclusion of the website address in this Report is an inactive textual reference only.

TMTG intends to disclose any amendments to the Code of Ethics and Business Conduct, or any waivers of its requirements, on its website to the

extent required by the applicable rules and exchange requirements.

Compensation Committee Interlocks and Insider Participation

No member of TMTG’s compensation committee has ever been an officer or employee of the Company.

TMTG’s executive officers serve, or have served during the last completed fiscal year, as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity

that has one or more executive officers serving as one of our directors or the Company’s compensation committee.

EXECUTIVE AND DIRECTOR COMPENSATION OF TMTG

This section discusses the material components of the executive compensation program for TMTG’s executive officers

who are named in the “2022 and 2023 Summary Compensation Table” below.

In 2022 and 2023, Private TMTG’s “named executive officers” and their positions were as follows:

Nunes, Chief Executive Officer;

Phillip Juhan, Chief Financial Officer;

Andrew Northwall, Chief Operating Officer.

This discussion may contain forward-looking statements that are based on our current plans,

considerations, expectations and determinations regarding future compensation programs.

2022 and 2023 Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by and

paid to Private TMTG’s named executive officers (“ NEOs ”) for services for the fiscal year ended December 31, 2023.

Name and Principal Position

Incentive Plan

Chief Executive Officer

Phillip Juhan

Chief Financial Officer

Andrew Northwall

Chief Operating Officer

Narrative Disclosure to the 2022 and 2023 Summary Compensation Table

2022 and 2023 Base Salaries

Base salary is a fixed element within a total compensation package intended to attract and retain the talent

necessary to successfully manage the business of Private TMTG and execute its business strategies.

The base salary for Private TMTG’s executive officers was established based on the scope of their responsibilities, taking into

account relevant experience, internal pay equity, tenure, and other factors deemed relevant.

Base salaries are adjusted from time to time to realign salaries with market levels after taking into account individual

responsibilities, performance and experience.

For the fiscal year ended December 31, 2022, the base salaries for Messrs.

Nunes, Juhan, and Northwall were $750,000, $325,000, and $365,000, respectively.

For the fiscal year ended

December 31, 2023, the base salaries for Messrs.

Nunes, Juhan and Northwall were $750,000, $350,000, and $365,000, respectively.

2022 and 2023 Annual Bonuses and Retention Bonuses

Private TMTG has historically not paid discretionary annual bonuses.

Subject to certain conditions, certain Private TMTG executive officers may be eligible to receive a

retention bonus of up to $600,000 each, which is expected to be paid in two tranches.

Each NEO will receive a retention bonus of $600,000 and the aggregate amount of retention bonuses for

executives who are not NEOs is $1,240,000.

These retention bonuses are part of the up to $6,380,000 that Digital World paid Private TMTG upon the closing of the Business Combination to cover retention bonuses as part of the Merger.

Equity Incentive Compensation

In connection with the Business Combination, TMTG’s Board adopted, and our stockholders approved, the

2024 Equity Incentive Plan (referred to herein as the Equity Incentive Plan).

Although Private TMTG does not have a formal policy with respect to the grant of equity incentive awards to Private TMTG’s executive officers, Private

TMTG believes that equity awards provide Private TMTG’s executive officers with a strong link to Private TMTG’s long-term performance, create an ownership culture and help to align the interests of Private TMTG’s executives and

Private TMTG’s stockholders.

In addition, Private TMTG believes that equity awards with a time-based vesting feature promote executive retention because this feature incentivizes Private TMTG’s executive officers to remain in

Private TMTG’s employment during the applicable vesting period.

Accordingly, Private TMTG’s board of directors periodically reviews the equity incentive compensation of Private TMTG’s NEOs and from time to time may grant equity

incentive awards to them.

No stock options or other equity awards were granted to Private TMTG named executive officers (“ NEOs ”)

during the fiscal year ended December 31, 2023.

Employee Benefits and Perquisites

Private TMTG currently maintains health and welfare plans (including medical, dental and vision plans)

for all of its full-time employees, including the NEOs.

Private TMTG currently provides Messrs.

Nunes, Juhan, and Northwall paid vacation, reasonable business

reimbursement expenses, and health and welfare plans.

Other than these benefits provided to Messrs.

Nunes, Juhan, and Northwall, TMTG does not provide any perquisites to its NEOs.

No Tax Gross-Ups

Private TMTG does not make gross-up payments to cover its named executive officers’ personal income taxes

that may pertain to any of the compensation or perquisites paid or provided by Private TMTG.

Letters, Promissory Notes and Employment Agreements with Private TMTG’s NEOs

Private TMTG has entered into employment agreements with its NEOs, which were in effect in 2022 or 2023 and are

described below.

TMTG intends on negotiating new employment agreements with Messrs.

Nunes, Juhan and Northwall.

The terms of any such agreements will be entered into only with the approval of the TMTG Board’s compensation

Promissory Notes

Private TMTG issued TMTG Executive Promissory Notes to certain executives, including each of the NEOs.

The principal amounts of the NEOs’ TMTG Executive Promissory Notes were as follows:

$1,150,000 for Mr.

Nunes, $4,900,000 for Mr.

Juhan and $200,000 for Mr.

Northwall, and the aggregate amount of TMTG Executive Promissory Notes for

executives who are not NEOs is $650,000.

Private TMTG was not required to pay any interest pursuant to the TMTG Executive Promissory Notes.

Upon the Closing, the TMTG Executive Promissory Notes automatically converted in whole,

without any further action by the NEOs, into 625,000 shares of Company common stock.

On May 10, 2022, Private TMTG entered into the executive employment agreement with Devin Nunes to be

effective as of January 2, 2022, pursuant to which Mr.

Nunes serves as the Chief Executive Officer of Private TMTG (the “Nunes Agreement”).

The Nunes Agreement provides for an annual base salary of $750,000 (subject to increase to

$1,000,000 effective as of the second anniversary of the effective date), with an eligibility to participate in the annual bonus plan, if any, and an initial incentive equity grant of 145,000 Restricted Stock Units (“RSUs”).

annual bonus and RSUs will remain subject to vesting and other terms as the board determines in its discretion.

The Nunes Agreement also provides for severance in the event of a termination by the Company without cause or by Mr.

Nunes for good reason of accrued obligations plus an amount equal to six (6) months of base salary.

Following Private TMTG’s issuance of the TMTG Executive Promissory Note to Mr.

Nunes prior to the

Closing, Private TMTG amended the Nunes Agreement to provide that (i) following and contingent upon the Closing, Mr.

Nunes will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after the

Closing Date, (ii) Mr.

Nunes will not receive the 145,000 RSUs described in the Nunes Agreement but will be eligible to receive discretionary equity awards pursuant to the Equity Incentive Plan, and (iii) Private TMTG acknowledges

the TMTG Executive Promissory Note.

Phillip Juhan

On August 6, 2021, Private TMTG entered into the executive employment agreement with Phillip Juhan to be

effective as of July 7, 2021 (as amended on December 23, 2021 and January 17, 2022) (the “Juhan Agreement”), pursuant to which Mr.

Juhan serves as the Chief Financial Officer of Private TMTG.

The Juhan Agreement provides for an annual

base salary of $300,000 (to be increased to $325,000 and $350,000 upon the first and second anniversary of July 7, 2021 respectively), with an eligibility to participate in the annual bonus plan, if any, and an initial incentive

equity grant of 520,000 RSUs.

Any annual bonus and RSUs will remain subject to vesting and other terms as the board determines in its discretion.

The Juhan Agreement also provides for severance in the event of a termination by the

Company without cause or by Mr.

Juhan for good reason of accrued obligations plus an amount equal to six (6) months of base salary.

Following Private TMTG’s issuance of a TMTG Executive Promissory Note to Mr.

Juhan prior to the Closing,

Private TMTG amended the Juhan Agreement to provide that (i) following and contingent upon the Closing, Mr.

Juhan will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after the Closing Date,

Juhan will not receive the 520,000 RSUs described in the Juhan Agreement but will be eligible to receive discretionary equity awards pursuant to the Equity Incentive Plan, (iii) Private TMTG acknowledges the TMTG Executive

Promissory Note and (iv) that effective upon the Closing Date, Mr.

Juhan’s base salary increased to $365,000 per year.

Andrew Northwall

On December 17, 2021, Private TMTG entered into the Executive Employment Agreement with Andrew Northwall

to be effective as of December 20, 2021, pursuant to which Mr.

Northwall serves as the Chief Operating Officer of Private TMTG (the “Northwall Agreement”).

The Northwall Agreement provides for an annual base salary of $365,000, with

an eligibility to participate in the annual bonus plan, if any, and an initial incentive equity grant of 50,000 RSUs.

Any annual bonus and RSUs will remain subject to vesting and other terms as the board determines in its

The Northwall Agreement, which was for a two-year term and automatically renewed for an additional one-year term on December 20, 2023, also provides for severance in the event of a termination by the Company without

cause or by Mr.

Northwall for good reason of accrued obligations plus an amount equal to two (2) months of base salary.

Following Private TMTG’s issuance of a TMTG Executive Promissory Note to Mr.

Northwall prior to the

Closing, Private TMTG amended the Northwall Agreement to provide that (i) following and contingent upon the Closing, Mr.

Northwall will receive a retention bonus in the amount of $600,000, payable in a lump sum within 30 days after

the Closing Date, (ii) Mr.

Northwall will not receive the 50,000 RSUs described in the Northwall Agreement but will be eligible to receive discretionary equity awards pursuant to the Equity Incentive Plan, and (iii) Private TMTG

acknowledges the TMTG Executive Promissory Note.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards held by Private TMTGNEOs as of December 31, 2023.

Director Compensation

No compensation awards were granted to Private TMTG directors during the fiscal year ended December 31, 2023 or

December 31, 2022 (except as described below) and no fees were paid to Private TMTG directors for service on Private TMTG’s board of directors (or a committee thereof).

We may award our directors shares of TMTG Common Stock as

non-cash compensation as determined by the Board from time to time.

The Private TMTG board of directors will base its decision to grant TMTG Common Stock as compensation on the level of skill required to perform the services

rendered and the time committed to providing services to us.

The following Private TMTG directors have entered into consulting agreements with Private TMTG as further described below.

Name and Principal Position

Represents fees paid pursuant to the consulting agreements described above.

Agreements with Directors

Consulting Agreement with Kashyap “Kash” Patel

On June 13, 2022 as amended on April 21, 2023, Private TMTG entered into a Consulting Agreement with

Trishul, LLC, owned by Kashyap “Kash” Patel, to be effective as of February 1, 2022 until June 8, 2023., Pursuant to the agreement and ongoing performance by the parties thereto, Mr.

Patel serves as an independent contractor of

Private TMTG in exchange for an annual payment of $120,000.

Additionally, Private TMTG will reimburse Mr.

Patel for all reasonable out-of-pocket business expenses incurred by Mr.

Patel, subject to certain pre-approval

requirements.

Either party can terminate the consulting relationship for any or no reason at any time.

In such an event, Mr.

Patel will receive all fees payable for his services through the date of termination.

Consulting Agreement with Daniel Scavino Jr.

(former director of TMTG)

While Daniel Scavino Jr.

did not join the Private TMTG board of directors until January 2023, on August

1, 2021, Private TMTG entered into a Consulting Agreement with Hudson Digital, LLC, owned by Daniel Scavino.

Pursuant to the agreement and ongoing performance by the parties thereto, Mr.

Scavino serves as an independent contractor

of TMTG in exchange for an annual payment of $240,000.

Additionally, Private TMTG will reimburse Mr.

Scavino for all reasonable out-of-pocket business expenses incurred by Mr.

Scavino, subject to certain pre-approval requirements.

Either party can terminate the consulting relationship for any or no reason at any time.

In such an event, Mr.

Scavino will receive all fees payable for his services through the date of termination.

Private TMTG issued Mr.

Scavino a TMTG Executive Promissory Note in the principal amount of $2,200,000.

Prior to the Closing, Private TMTG entered into an agreement with Mr.

Scavino which provides that (i) following and contingent upon the Closing, Mr.

Scavino will receive a retention bonus in the amount of $600,000, payable in a

lump sum within 30 days after the Closing Date, and (ii) Private TMTG acknowledges the TMTG Executive Promissory Note.

Director Compensation Table

Except as described below, no non-employee Private TMTG director received any compensation during the

fiscal year ended December 31, 2023.

Kashyap “Kash” Patel (1)

Daniel Scavino Jr.

Represents fees paid pursuant to and consistent with the consulting agreements.

As described above, Mr.

Patel is entitled to $120,000 annually, but received $130,000 in

2023 due to the consolidation of payments for two months of services, which payments were made in January 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our common stock as of April 17, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by:

each person known by us to be the beneficial owner of more than 5% of our outstanding common stock;

each of our executive officers and directors that beneficially owns our common stock;

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 37,210,686 shares of our common stock, consisting of (i) 30,023,186 shares of our Class A common stock and (ii) 7,187,500 shares of our Class B common stock, issued and outstanding as of April 17, 2023.

On all matters to be voted upon, except for the election of directors of the board, holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class.

Currently, all of the shares of Class B common stock are convertible into Class A common stock on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Report.

Class A Common Stock

Class B Common Stock (2)

Percentage of

The following table sets forth the beneficial ownership of TMTG Common Stock as of March 26, 2024:

each person who is the beneficial owner of more than 5% of TMTG Common Stock;

each of TMTG’s current executive officers and directors;

all executive officers and directors of the TMTG, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or

investment power over that security or the right to acquire such power within 60 days.

The beneficial ownership of TMTG Common Stock is based on 136,700,583 shares of TMTG Common Stock issued and outstanding as of March 26, 2024.

Unless otherwise indicated, TMTG believes that all persons named in the table have sole voting and investment power with respect to all TMTG Common Stock beneficially owned by them.

Name and Address of Beneficial Owner

Percentage of

Katherine Chiles

Alexander Cano

Frank Andrews

Patrick Orlando (3)

Edward Preble

Jeffrey Smith

All directors and executive officers as a group (7 individuals)

Other 5% Stockholders

ARC Global Investments II LLC (the Sponsor) (3)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Digital World Acquisition Corp., 3109 Grand Ave., #450, Miami, Florida 33133.

Interests shown consist solely of founder shares, classified as shares of Class B common stock.

Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

ARC Global Investments II LLC, our sponsor, is the record holder of the securities reported herein.

Patrick Orlando is the managing member of our sponsor.

Directors and Executive Officers Post-Business Combination

Phillip Juhan

Andrew Northwall

Vladimir Novachki

Sandro De Moraes (1)

Eric Swider (2)

Kashyap “Kash” Patel

Robert Lighthizer

Linda McMahon

All Directors and Executive Officers of TMTG as a Group (12 Individuals)

Five Percent Holders:

President Donald J.

ARC Global Investments II LLC (4)

United Atlantic Ventures, LLC (5)

Reflects 45 Public Shares purchased by Mr.

De Moraes in the public market.

The shares reported as beneficially owned by Mr.

Swider consist of (a) 10,110 shares as a result of the

conversion of his 7,500 Founder Shares as adjusted by the conversion ratio (1.348) applicable to the Digital World Class B common stock and (b) 143,043 shares issued to Renatus LLC (“Renatus”) upon conversion of

certain Digital World Convertible Notes, at a conversion price of $10.00 per share, in connection with working capital loans.

Eric Swider is the managing member of Renatus.

As a result, Mr.

Swider may be deemed to

share voting and dispositive power with respect to the shares held of record by Renatus.

Swider expressly disclaims beneficial ownership of the shares held by Renatus.

The address for Renatus is 370 Harbour Drive,

Humacao, Puerto Rico 00791.

Reflects the shares issued, directly or indirectly, to President Donald J.

Trump pursuant to the terms of the Merger Agreement.

The business address for President Donald J.

Trump is c/o Trump Media & Technology

Group Corp., 401 N.

Cattlemen Rd., Ste.

200, Sarasota, Florida 34232.

The shares reported above are held in the name of ARC and consist of (a) 7,400,520 shares as a result of the conversion of ARC’s 5,490,000 Founder Shares as adjusted by the expected conversion ratio (1.348) applicable

to the Digital World Class B common stock, (b) 1,700,226 shares (including Warrants exercisable within 60 days) as a result of the conversion of the Placement Units and (c) 446,355 shares (including Warrants exercisable

within 60 days) as a result of the conversion of ARC’s Working Capital Units in connection with outstanding working capital loans made by ARC pursuant to Digital World Convertible Notes.

Patrick Orlando was the

managing member of ARC and has sole voting and dispositive power with respect to the shares held of record by ARC.

By virtue of this relationship, Mr.

Orlando may be deemed to share beneficial ownership of the securities held of record by our sponsor.

Orlando disclaims any such beneficial ownership except to the extent of his pecuniary interest.

Securities Authorized for Issuance under Equity Compensation Table

Changes in Control

For more information on the TMTG Business Combination, see “Item 1.

Orlando may be deemed to share beneficial ownership of the securities

held of record by ARC.

The business address of ARC Global Investments II LLC is 78 SW 7th Street, Miami, Florida 33130.

On March 26, 2024, TMTG was notified that the members of ARC had removed Mr.

Orlando as the

managing member and appointed Mr.

Gregg Alper as the ARC’s new managing member.

Alper disclaims beneficial ownership of the shares held by ARC except to the extent of his pecuniary interest.

Reflects the shares issued, directly or indirectly, to United Atlantic Ventures, LLC as a result of the

conversion of its Private TMTG common stock into TMTG Common Stock.

The address for United Atlantic Ventures, LLC is 900 SE 2nd St., Apt.

503, Fort Lauderdale, Florida 33301.

Certain Relationships and Related Transactions, and Director Independence.

On January 20, 2021, our sponsor purchased 2,875,000 founder shares (which were subsequently subject to a three-for-one stock split, resulting in our sponsor holding 8,625,000 founder shares) for an aggregate purchase

price of $25,000, or approximately $0.0087 per share.

On May 19, 2021, our sponsor transferred 10,000 founder shares to our Chief Financial Officer and 7,500 founder shares to each of our independent directors.

On September 2, 2021, our sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares outstanding.

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our initial public offering (excluding the representative shares and the placement units and underlying securities).

The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued.

The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Commencing on September 3, 2021, we have agreed to pay Benessere Enterprises Inc., an affiliate of our sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

On April 5, 2023, we entered into an Administrative Support Agreement with Renatus , an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation.

Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the consummation of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering.

These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of our initial public offering.

As of September 30, 2021, $0 was outstanding under the note.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $30,000,000 of such loans may be convertible into units, $28,500,000 of which is subject to approvals from the stockholders of the Company and the PIPE Investors, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The units would be identical to the placement units.

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Our sponsor purchased an aggregate of 1,133,484 placement units at a price of $10.00 per unit for an aggregate purchase price of $11,334,840.

Each placement unit consists of one share of Class A common stock and one-half of one warrant.

Each whole warrant is exercisable to purchase one share of Class A common stock at $11.50 per share.

There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, the representative shares, the placement shares or the placement warrants, which will expire worthless if we do not consummate a business combination by June 8, 2023 or seek further

The placement units are identical to the units sold in our initial public offering except that the placement units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) the placement warrants, so long as they are held by our sponsor or its permitted transferees will be entitled to registration right.

Our initial stockholders have agreed to waive their redemption rights with respect to their founder shares and placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by June 8, 2023 or seek further extensions and (iii) if we fail to consummate a business combination within the Combination Period or if we liquidate prior to the expiration of the Combination Period.

However, our initial stockholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate by June 8, 2023 or seek further extensions.

In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within the Combination Period.

Pursuant to a registration rights agreement we have entered into with our initial stockholders, we may be required to register certain securities for sale under the Securities Act.

These holders (including the holders of representative shares), and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act.

In addition, these holders have the right to include their securities in other registration statements filed by us.

We will bear the costs and expenses of filing any such registration statements.

On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $2,875,000 to the sponsor of the Company in connection with the extension of the termination date for the Company’s initial business combination from September 8, 2022 to December 8, 2022, pursuant to which, the sponsor has agreed to loan to the Company $2,875,000 to deposit into the Company’s trust account.

On April 21, 2023, the Company issued two promissory notes (one for $625,700 and the other for $500,000) in the aggregate principal amount of $1,125,700 to the sponsor to pay costs and expenses in connection with completing an initial business combination.

Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.

At the election of the sponsor and subject to certain conditions, all of the unpaid principal amount of each of the two notes may be converted into Conversion Units immediately prior to the consummation of an initial business combination with the total Conversion Units so issued equal to:

(x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.

The issuances of the two notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

For more information on the agreements entered into in connection with the TMTG Business Combination, including the names of the agreements involving related parties, such as the sponsor, officers or directors, please see our Current Reports on Form 8-K filed with the SEC on May 17, 2022, December 6, 2021 and October 26, 2021.

Digital World Arrangements

On May 12, 2022, Digital World entered into an amendment to

the Lock-Up and Support Letter (“Insider Letter”), with the Sponsor and Digital World’s directors, officers or other initial shareholders named therein (the “Insiders”).

Pursuant to the Insider Letter, among other matters, the

Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of Digital World’s officers and directors may make up to $30,000,000 loans against Digital World Convertible Notes with

a conversion price of $10 per Working Capital Unit.

In November 2021, the Sponsor committed to provide loans of

up to an aggregate of $1,000,000 to Digital World through September 8, 2023, in the form of a Digital World Convertible Note.

On April 21, 2023, Digital World issued two Digital World Convertible Notes (one for $625,700 and the

other for $500,000) in the aggregate principal amount of $1,125,700 to the Sponsor to pay costs and expenses in connection with completing an initial business combination.

As of September 30, 2023 there were $1,275,000 outstanding

in Digital World Convertible Notes with a conversion price of $10 per Working Capital Unit (which exceeds the aggregate amount the Sponsor committed to provide).

On September 8, 2022, Digital World issued a Digital World

Convertible Note with a conversion price of $10 per Working Capital Unit with an aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Digital World’s initial

business combination from September 8, 2022 to December 8, 2022.

On June 2, 2023, Digital World issued a Digital World

Convertible Note with a conversion price of $10 per Working Capital Units, with an aggregate principal amount of $2,000,000 to Renatus, of which Eric Swider, Chief Executive Officer and Director of Digital World, is a founder and

partner and another Digital World Convertible Notes in the aggregate principal amount of $10,000,000 to Renatus.

As of September 30, 2023, $1,205,333 was outstanding in Digital World Convertible Note to Renatus.

The issuances of the Digital World Convertible Notes described above were made pursuant to the

exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

We have entered into the Registration Rights Agreement with respect to the Founder Shares, the

Placement Units, the Working Capital Units, and the securities underlying the foregoing and upon conversion of the Founder Shares.

License Agreement

Private TMTG entered into a royalty-free license agreement with President Trump and DTTM Operations, LLC, an entity

that licenses President Trump’s name and regulates his personal media assets and is beneficially wholly owned by President Trump (the “Licensor”).

The License Agreement required Private TMTG to pay $100 upon the execution of this

License Agreement and that such amount constituted full consideration and a fully paid-up royalty covering the entire term of the License Agreement for the licenses granted in the License Agreement.

Private TMTG did not, and, as of

the date of this Report, TMTG Sub has not, paid any other amounts to the Licensor pursuant to the License Agreement.

Under the License Agreement, as amended, TMTG Sub has a royalty-free license to use “Trump Media & Technology

Group Corp.” as its name.

In addition, TMTG Sub has a royalty-free license to use the name and likeness of President Trump, solely as necessary for TMTG Sub to commercialize Truth Social.

The License Agreement prohibits use of

President Trump’s name or likeness for any other purpose and specifically excludes any use in connection with political activities, including political messaging, political fundraising, get-out-the vote efforts and uses that are

controlled by or supportive of any political committees, candidates, policies or initiatives or associated with advocacy or electioneering.

All uses of (and any modifications to) President Trump’s name or likeness are subject to his

prior approval.

Further, the quality of any products or services offered under the License Agreement in connection with President Trump’s name or likeness is subject to his control, and those products or services must in any event

satisfy the highest standards for quality and reputation.

The rights granted to use President Trump’s name and likeness do not extend to any other member of his family.

Until February 2, 2025 (the “TMTG Social Media Exclusivity Term”), President Trump has agreed to channel

non-political communications and posts coming from his personal profile to the Truth Social platform before posting that same social media communication and/or post to any other social media platform that is not Truth Social

(collectively, “Non-TMTG Social Media”) until the expiration of the “DJT/TMTG Social Media 6-Hour Exclusive” which means the period commencing when President Trump posts any social media communication onto the Truth Social

platform and ending six hours thereafter;

provided that he may post social media communications from his personal profile that he deems, in his sole discretion, to be politically-related on any social media site at any time,

regardless of whether that post originates from a personal account.

As a candidate for president, most or all of President Trump’s social media posts may be deemed by him to be politically related.

Consequently, TMTG may lack

any meaningful remedy if President Trump minimizes his use of Truth Social.

Additionally, none of the limitations or exclusivity contained in the License Agreement shall apply to any business ventures of President Trump or The

Trump Organization or their respective affiliates.

Unless notice is given, the TMTG Social Media Exclusivity Term extends in perpetuity for additional 180-day terms.

the event of a force majeure as described in the License Agreement that lasts longer than three days, or if the TMTG Platform is not available to President Trump for a period of three or more consecutive days, President Trump will

have the right to invoke the suspension of the “DJT/TMTG Social Media 6-Hour Exclusive.” If the TMTG Social Media Exclusivity Term were to expire but the License Agreement remained in effect, President Trump would be required to

post non-political communications contemporaneously to Truth Social and Non-TMTG Social Media.

However, that obligation would also exempt any communications that President Trump deems, in his sole discretion, to be

politically-related.

President Trump has the right to terminate the License Agreement if (i) the quality of any product or service falls

below the required level and is not restored immediately (but not later than 30 days) after notification or (ii) TMTG Sub causes or permits (a) any use of President Trump’s name, likeness or other characteristic in any manner that

denigrates or ridicules the name, image or reputation of President Trump, any member of his family, or any of his or her business properties, (b) uses of such name, likeness or other characteristic other than as permitted in the

License Agreement, (c) alternations or distortions of such name, likeness or other characteristic without President Trump’s written consent, or (d) creation of any direct, indirect or implied endorsement or commercial tie-in with

any product or service that is not offered by TMTG Sub, and the applicable foregoing condition ((a)-(d)) is not cured within thirty days after notice.

The license is in any event revocable by President Trump and subject to all of

the conditions and limitations in the License Agreement.

The License Agreement also provides that, if it is not sooner terminated, and if TMTG Sub becomes listed on a public

market exchange in the United States via, inter alia, the Business Combination before December 31, 2024, the term of the License Agreement will continue in perpetuity, except that it may be terminated by TMTG Sub for convenience

or by President Trump for a breach of TMTG Sub’s obligation to ensure that any products or services offered or marketed using President Trump’s name or likeness meet the highest standards of quality and reputation if such breach

is not cured immediately (but no later than 30 days) after notification.

As a result, following the completion of the Business Combination the License Agreement will continue in perpetuity.

President Trump has agreed not to compete with Truth Social by founding, developing or obtaining a controlling interest in a social media platform that includes one or more material

features that directly compete with any of the material features of Truth Social.

President Trump may otherwise compete with Truth Social, including by managing or otherwise working with any other social media platform.

TMTG Sub may not terminate the License Agreement based on the personal or political conduct of President Trump, even

if such conduct could negatively reflect on TMTG Sub’s reputation or brand or be considered offensive, dishonest, illegal, immoral, or unethical, or otherwise harmful to TMTG Sub’s brand or reputation.

Further, TMTG Sub may be

obligated to indemnify President Trump for any losses of any type that relate in any way to the License Agreement, including any such losses

attributable to President Trump’s own offensive, dishonest, illegal, immoral, unethical or otherwise harmful conduct.

Voting Agreement

Simultaneously with the execution of the Merger Agreement the majority stockholder of TMTG entered into a voting agreement with Digital World and TMTG.

Lock-Up Agreements

On March 25, 2024, Digital World entered into separate Lock-Up Agreements (the “Lock-Up Agreements”) with:

Northwall, Daniel Scavino Jr., Devin G.

Nunes, Donald J.

Trump, Jr., President Donald J.

Trump, Kashyap “Kash” Patel, Phillip Juhan, Scott Glabe and Vladimir Novachki (the “Holders”), pursuant to which they are each contractually

restricted from selling or transferring any of (i) their shares of TMTG’s Common Stock held immediately following the Closing and (ii) any of their shares of TMTG’s Common Stock that result from converting securities held

immediately following the Closing (the “Lock-Up Shares”).

Such restrictions became applicable commencing from the Closing Date and end the earliest of (i) the six-month anniversary of the Closing Date, (ii) on the date on which

the closing stock price for TMTG Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, and (iii) such date on which TMTG

completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the TMTG stockholders having the right to exchange their shares of TMTG Common Stock for cash, securities or other

property (the “Lock-Up Trading Restrictions”).

Lock-Up Provisions Pursuant to the Amended Charter

Subject to certain customary exceptions, the Amended Charter also includes Lock-Up Trading Restrictions, which

applies to holders who received TMTG Common Stock in exchange for their Private TMTG common stock (but excluding shares of TMTG Common Stock issued to the former holders of TMTG Convertible Notes in connection with the conversion

of such TMTG Convertible Notes into Private TMTG common stock prior to the Closing and exchanged for TMTG Common Stock at the Closing).

The Amended Charter restricts holders from selling or transferring any of (i) their shares of TMTG Common

Stock held immediately following the Closing and (ii) any of their shares of TMTG Common Stock that result from converting securities held immediately following the Closing, if any.

Such restrictions begin at Closing and end on the

(i) the six-month anniversary of the Closing, (ii) on the date on which the closing stock price for TMTG Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period

commencing at least 150 days after the Closing, and (iii) such date on which TMTG completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company stockholders having

the right to exchange their shares of TMTG Common Stock for cash, securities or other property.

Indemnification Agreements

On March 25, 2024, TMTG entered into indemnification agreements with each of its

directors and executive officers.

Each indemnification agreement provides for the indemnification and advancement by TMTG of certain expenses and costs relating to claims, suits or proceedings arising from service to TMTG or, at its

request, service to other entities, as officers or directors, to the maximum extent permitted by applicable law.

Non-Competition and Non-Solicitation Agreements

On March 25, 2024, the Significant Company Holders entered into a Non-Compete and

Non-Solicitation Agreement (the “Non-Competition and Non-Solicitation Agreement”) in favor of TMTG.

Under the Non-Competition and Non-Solicitation Agreement, each Significant Company Holder has agreed that, for a period of (i) four

years, it will not engage in any business activity similar to, or competitive with, the business conducted by TMTG or its affiliates, in particular, Truth Social and the business of developing and operating media platforms for

social media and digital video streaming, and of developing and operating products and services relating and incidental thereto or any other business being conducted by TMTG or any of its subsidiaries, as of the Closing Date, and

(ii) three years, it will not, directly or indirectly (a) hire, engage, solicit, induce or encourage certain employees, independent contractors, consultants, or other certain personnel to leave TMTG;

or (b) in any way interfere with

or attempt to interfere with the relationship between such persons and TMTG.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would

interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

An “independent director” is defined generally as a person other than an officer or

employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

Our board of directors has determined that Messrs.

Preble, Andrews and Smith are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Green and Lighthizer and Ms.

McMahon are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

independent directors will have regularly scheduled meetings at which only independent directors are present.

Controlled Company Exception

President Trump beneficially owns approximately 57.6% of the combined voting power of TMTG Common Stock.

result, TMTG is a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under these corporate governance standards, a company of which more than 50% of the voting power for the election of

directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of TMTG’s Board consist

of independent directors, (2) that TMTG’s Board have a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that TMTG’s

director nominations be made, or recommended to TMTG’s full Board, by TMTG’s independent directors or by a nominations committee that consists entirely of independent directors and that MTG adopts a written charter or board

resolution addressing the nominations process.

Accordingly, investors do not have the same protections afforded to stockholders of companies that are subject to these corporate governance requirements.

In the event that TMTG

ceases to be a “controlled company” and its common stock continues to be listed on the Nasdaq, TMTG will be required to comply with these provisions within the applicable transition periods.

TMTG relies on the “controlled company” exemption.

As a result, TMTG does not have a majority of

independent directors on its board of directors.

In addition, in the future, TMTG’s Compensation Committee and the Combined Entity’s Nominating and Corporate Governance Committee may not consist entirely of independent directors

or be subject to annual performance evaluations.

Accordingly, investors may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and 2021 totaled approximately $234,567 and $73,018, respectively.

The aggregate fees of Marcum related to audit services in connection with our initial public offering totaled approximately $54,075.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent

registered public accounting firm in connection with regulatory filings.

The aggregate fees of Marcum for professional services

rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2023

and 2022 totaled approximately $ 71,800 and $234,567, respectively.

The aggregate fees of Marcum related to

audit services in connection with our initial public offering totaled approximately $54,075.

The aggregate fees of Adeptus for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q

for the respective periods and other required filings with the SEC for the year ended December 31, 2023 totaled approximately $130,000.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum for tax services, planning or advice for the years ended December 31, 2022 and 2021.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are

not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Marcum or Adeptus any audit-related fees for the years ended December 31, 2023 and 2022.

We did not pay Marcum or Adeptus for tax services, planning or advice for the years ended December 31, 2023 and 2022.

All Other Fees

We did not pay Marcum for any other services for the years ended December 31, 2022 and 2021.

We did not pay Marcum or Adeptus for any other services for the years ended December 31, 2023 and 2022.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

The audit committee of the Board has adopted an audit committee charter, providing for the review and approve all transactions involving an amount in excess of $120,000 in which the Company is to be a

participant and in which any “related person” (as defined in Item 404(a) under the Exchange Act) has a direct or indirect material interest.

At its meetings, the audit committee shall be provided with the details of each new, existing

or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction and the benefits of the transaction to the

Company and to the relevant related party.

Any member of the audit committee who has an interest in the related party transaction under review by the audit committee shall abstain from voting on the approval of the related party

transaction, but may, if so requested by the chairman of the audit committee, participate in some or all of the audit committee’s discussions of the related party transaction.

Upon completion of its review of the related party

transaction, the audit committee may determine to permit or to prohibit the related party transaction.

Exhibit and Financial Statement Schedules.

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(1) Financial Statements

FOR THE 12 MONTHS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022:

Report of Independent Registered Public Accounting Firm (PCAOB ID#688)

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(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1

of this Report.

We hereby file as part of this Report the exhibits listed in the attached Exhibit

that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Not applicable.

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not

required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can

be inspected on the SEC website at www.sec.gov.

Form 10-K Summary.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Digital World Acquisition Corp.

To the Board of Directors and

Stockholders of Digital World Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Digital World Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as for the years ended December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

(the Company) as of December 31, 2023, and 2022, and the related statements of

operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements).

In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended

December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of these uncertainies.

As discussed in Note 1 to the financial

statements, it is uncertain that the Company will consummate a business merger in the allotted time.

If a business merger is not consummate but the specified date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Additionally, the Company has incurred and expects to incur significant cost in pursuit of its acquisition plans.

These factors raise a substantial doubt about its ability to continue as a going concern.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct certain misstatements related to errors for the

accounting of certain expenses in the proper period.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we

express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

/s/ Adeptus Partners, LLC

We have served as the Company’s auditor since 2023.

Ocean, New Jersey

April 1, 2024, PCAOB ID:

DIGITAL WORLD ACQUISITION CORP.

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Total Current Assets

Prepaid assets

Cash Held in Trust Account

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Accrued expenses

Note payable – Sponsor

Convertible note payable Sponsor

Convertible note payable

Income taxes - payable

Franchise tax payable

Working capital loans

Convertible working capital loans

Advances - related party

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Commitments and Contingencies

Class A common stock subject to possible redemption, $ 0.0001 par value, 200,000,000 shares authorized;

28,744,342 and 28,750,000 shares outstanding, at redemption value ($ 10.40 and $ 10.20 per share)

Class A common stock subject to possible redemption, $ 0.0001

par value, 200,000,000 shares authorized;

28,715,597 and 28,744,342 shares issued and outstanding, at redemption value ($ 10.75 and $ 10.40 per share)

Stockholders’ Deficit

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1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $ 0.0001 par value;

issued and outstanding

Class A common stock, $ 0.0001 par

200,000,000 shares authorized;

1,277,234 issued and outstanding, excluding 28,744,342 and 28,750,000 shares subject to redemption

1,277,234 issued and outstanding, excluding 28,715,597

and 28,744,342 shares subject to redemption

Class B common stock, $ 0.0001 par value;

10,000,000 shares authorized;

7,187,500 issued and outstanding

Additional paid-in

and 7,187,500 issued and outstanding

Additional paid-in capital

Accumulated deficit

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DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF

STATEMENTS OF OPERATIONS

For the Year ended

Formation and operating costs

Legal investigations costs

Franchise tax expense

Loss from operation costs

Loss from operating costs

Other income and expenses:

Insurance Recoveries

Interest earned on cash held in Trust Account

Total other income

Loss before income taxes

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DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF CHANGES STOCKHOLDERS’ DEFICIT

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Stockholders’

Balance - December 31, 2022

Surrender of shares

Remeasurement of Class A common stock to redemption value

Balance - December 31, 2023

DIGITAL WORLD ACQUISITION CORP.

STATEMENT OF CHANGES STOCKHOLDERS’ DEFICIT

Stockholders’

Balance - December 31, 2021

Issuance of Class B common stock to sponsor (1) (2)

Class A common stock accretion to redemption value

Issuance of Class A common stock to investor , net of

offering costs

Issuance of Class A common stock to representative

Remeasurement of Class A common stock to redemption value

Balance - December 31, 2022

The shares and the associated amounts have been retroactively restated to reflect the three -for-one

stock split on July 1, 2021.

On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding.

All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 7).

The accompanying notes are an integral part of these financial statements.

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Cash flows from operating activities:

( 1,384,495 )

Adjustments to reconcile net income to net cash used in operating activities:

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Changes in operating assets and liabilities:

Accrued expenses and income taxes payable

Accrued expenses

Income taxes payable

Prepaid insurance

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Investment of cash in Trust Account

( 293,250,000

Investments withdrawn from Trust Account for redemptions

Net cash used in investing activities

( 293,250,000

Cash withdrawn from Trust Account for taxes

Cash withdrawn from Trust Account for redemptions

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Proceeds from sale of Units

Proceeds from sale of private placement warrants

Proceeds from Sponsor note

Repayment of Sponsor note

Due from Sponsor

Payment of due from Sponsor

Payment of offering costs

Proceeds from convertible Sponsor note

Proceeds from working capital loan

Proceeds from advances - related party

(Repayment of) Proceeds from advances – related party

Redemption of shares

Proceeds from issuance of Class B common stock to Sponsor

Net cash provided by financing activities

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Cash at end of period

investing and financing activities:

Deferred underwriting fee payable

Supplemental disclosures

Income taxes paid

Interest paid

Non-cash investing and financing activities:

Class B common stock redemption

Remeasurement of Class A common stock

Issuance of Convertible note for legal services

The accompanying notes are an integral part of these financial statements.

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NOTES TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

Digital World Acquisition Corp.

(the “Company”) is a blank check company incorporated in the State of Delaware on December 11, 2020.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector.

The Company was formed for

the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one

or more businesses or entities (“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging

growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector.

As of December 31, 2023, the Company had not yet commenced operations.

All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below).

All activity through December 31, 2023 relates to the Company’s formation, the initial

public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined

The Company has selected December 31 as its fiscal year end.

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The registration statement for the Company’s Initial Public Offering was declared effective on September 2, 2021 (the “Registration Statement”).

On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , and incurred offering costs of $ 23,566,497 , consisting of deferred underwriting commissions of $ 10,062,500 (see Note 3), fair value of the representative shares (as defined in Note 7) of $ 1,437,500 , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450 , fair value of shares transferred to officers and directors of $ 221,018 , and other offering costs of $ 4,168,029 .

The Units sold in the Initial Public Offering included Units that were subject to a 45 -day

option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $ 10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $ 11,334,840 , which is described in Note 4.

Following the closing of the Initial Public Offering on September 8, 2021, an amount of $ 293,250,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earliest of:

(i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not complete its

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business

Combination activity and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law).

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company’s prior written consent.

The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

On September 8,

2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A

common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , and incurred offering costs of $ 23,566,497 ,

consisting of deferred underwriting commissions of $ 10,062,500 (see Note 4), fair value of the representative shares (as defined in

Note 8) of $ 1,437,500 , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450 , fair value of shares transferred to officers and directors of $ 221,018 , and other offering costs of $ 4,168,029 .

The Units sold

in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an

additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection

with the consummation of the Initial Public Offering.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $ 10.00

per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $ 11,334,840 , which is described in Note 5.

Following the closing of the Initial Public Offering on September 8, 2021, an amount of $ 293,250,000 ($ 10.20 per Unit) from the net proceeds of the sale

of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S.

government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earliest of:

(i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated

Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to

its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not

complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the

requirements of applicable law).

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination

either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business

Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the

Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks

stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended

and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15 %

or more of the Public Shares without the Company’s prior written consent.

obligations).

The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.

There will be no redemption rights upon the

completion of a Business Combination with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there

is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.

In accordance with the rules of the U.S.

Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,

redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to

redemption to be classified outside of permanent equity.

Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor and the Company’s officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial

Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period.

The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period.

If it is probable that the equity instrument will become redeemable, the

Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption

date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to

recognize the changes immediately.

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

While redemptions cannot cause the

Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and will be classified as such on the balance

sheet until such date that a redemption event takes place.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant

to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement

with the SEC prior to completing a Business Combination.

The Sponsor and the Company’s officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares

of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to

any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to

any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A)

to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any

other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if

the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to

complete its initial Business Combination within the Combination Period.

The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with

respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by

them if the Company fails to complete its initial Business Combination within the Combination Period.

On November 22, 2022, the Company held a special meeting of stockholders.

At the meeting, the Company’s stockholders approved the an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023).

At the meeting, the Company’s stockholders approved an amendment to the Company’s

Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business

combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023).

In connection with the special meeting of stockholders, stockholders holding 5,658 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.

As a result, $ 58,916 (approximately $ 10.41 per share) was removed from the Company’s trust account to pay such holders.

As a result, $ 58,916 (approximately $ 10.41 per share)

was removed from the Company’s trust account to pay such holders.

On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022.

On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 from March 8, 2023.

On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company has until June

8, 2023 (or September 8, 2023, if extended)

to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than

five business days thereafter, redeem

100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $

100,000 ) , divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining

stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 to March 8, 2023.

On February 28, 2023, the Company announced the third extension of the

termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023.

On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”).

Among other changes to governance

and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on

Form S-4 with the SEC.

For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on August 9, 2023 or the Company’s Amendment Number 1 to the Form S-4 Registration Statement filed

with the SEC on November 13, 2023.

On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”).

At the Meeting, the Company’s stockholders approved the Extension

Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12

additional months (i.e.

from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board (the “Extension Amendment Proposal”).

In connection with the Meeting, stockholders holding 28,745

shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account.

As a result, $ 307,028 (approximately $ 10.68 per share) was removed from the

Company’s Trust Account to pay such holders.

On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”).

The Third Amendment extends the

period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC.

The Company has until September 8, 2024, to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business

Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 % of the outstanding

Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000 ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as

stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and

the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be

included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution

will be less than $ 10.45 .

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company,

or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ 10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust

Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be

unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to

claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15,

“Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until June 8, 2023 (or September 8, 2023, if extended) to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update

(“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until September 8, 2024 to consummate a Business Combination.

It is uncertain that the Company will be able

to consummate a Business Combination by this time.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company.

Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements.

Additionally, the Company has incurred and expects to

incur significant costs in pursuit of its acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the

financial statements.

As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The financial statements do not include any adjustments that might result from

the outcome of these uncertainties.

Proposed Business Combination

The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, and as it may be further amended or

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company.

In the Merger, (i) all shares of TMTG common stock (together, “TMTG Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below);

(ii) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG common stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock.

At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.”

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ 875,000,000 , subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes.

The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws

and the Company’s Initial Public Offering prospectus.

The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.

On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $ 1,000 per share of Preferred Stock, for an aggregate commitment of $ 1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions.

The shares of Preferred Stock have an initial conversion price per share of $ 33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock.

The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA.

Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022.

As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to 251,500 shares of the Company’s Series A Convertible Preferred Stock.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, on August 9, 2023, and on September 29, 2023,

and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a

Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and Private TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger

Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger

and a wholly- owned subsidiary of the Company.

In the Merger, (i) all shares of TMTG common stock (together, “TMTG Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than

those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below);

(ii) each outstanding option to acquire shares of TMTG Common Stock (whether

vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of

TMTG Common Stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock.

At the Closing, the Company will change its

name to “Trump Media & Technology Group Corp.”

The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Common Stock as of immediately prior to the Effective Time

(“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ 875,000,000 , subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to

receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes.

The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the

delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in

connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus.

The Merger Consideration will be subject to

a post-Closing true up 90 days after the Closing.

As part of the Merger Consideration, the Company will create a new class of common stock (the “High Vote Common Stock”) to be issued to former President Donald J.

Trump (“Company Principal”) that will have the same voting, dividend, liquidation and other rights as one share of the Company’s Class A common stock, except that each share of High Vote Common Stock will entitle its holder to a number of votes

equal to the greater of (i) one vote and (ii) the number of votes that would cause the aggregate number of shares issued to the Company Principal as consideration in the Merger (excluding any Earnout Shares) to represent 55 % of the voting power (to the maximum extent permitted by the rules and regulations of Nasdaq and applicable law, following the reasonable best

efforts of the Company to obtain any necessary approvals) of (A) all shares of the Company’s common stock entitled to vote on the election of directors as of immediately following the Closing plus (B) the maximum number of shares of the Company’s

common stock issuable upon the conversion of all convertible preferred stock or other convertible securities of the Company (if any) outstanding or with respect to which purchase agreements are in effect at Closing.

The shares of High Vote Common

Stock will vote together with all other shares of the Company’s common stock on all matters put to a vote of the Company’s stockholders, entitled to vote on the election of directors as of immediately following closing of the merger and all other

matters put to a vote of the Company’s stockholders.

Each TMTG convertible note that is issued and outstanding immediately prior to the Effective Time will convert immediately prior to the Effective Time into a number of shares of TMTG Common

Stock in accordance with the terms of each note.

In addition to the Merger Consideration set forth above, the TMTG Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of the Company’s common stock (the “Earnout Shares”) after the Closing based on the price performance of the Company’s common stock

during the three ( 3 ) year period following the Closing (the “Earnout Period”).

The Earnout Shares shall be earned and payable during

the Earnout Period as follows:

if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $ 12.50

per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000

Earnout Shares;

if the VWAP of the Company’s common stock equals or exceeds $ 15.00 per share for any 20 trading days within any 30

trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares;

if the VWAP of the Company’s common stock equals or exceeds $ 17.50 per share for any 20 trading days within any 30

trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 10,000,000 Earnout Shares.

If there is a final determination that the TMTG Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst

the TMTG Stockholders.

The number of shares of the Company’s common stock constituting any earnout payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing.

On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited

investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s

Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $ 1,000 per share of Preferred Stock, for an

aggregate commitment of $ 1,000,000,000 in a private placement (the “PIPE”) that was originally intended to be consummated concurrently

with the Transactions.

The closing of the PIPE was conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPAs.

Pursuant to the SPAs, each of the PIPE Investors had the right to terminate its

respective SPA, among other things, if the closing of the PIPE had not occurred on or prior to September 20, 2022.

The PIPE Investment was terminated in full as of January 10, 2024.

See Note 9 – Subsequent Events.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”).

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and

in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain

exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with

the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a

nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can

adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition,

situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ significantly from those estimates.

Offering Costs Associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering.

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial

Public Offering.

These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering.

On September 8, 2021, offering costs in the aggregate of $ 15,668,029 were charged to stockholders’ equity (consisting of deferred underwriting commission of $ 10,062,500 , fair value of the representative shares of $ 1,437,500 and other cash offering costs of $ 4,168,029 ).

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

On September 8, 2021, offering costs in the aggregate of $ 23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $ 10,062,500 , fair value of the representative shares of $ 1,437,500 ,

fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450 , fair value of shares

transferred to officers and directors of $ 221,018 , and other cash offering costs of $ 4,168,029 ).

Class A Common Stock Subject to Possible Redemption

As discussed in Note 3, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined United States is the Company’s only major tax jurisdiction.

As discussed in Note 4, all of the 28,750,000

shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder

vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial

accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result

in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax

assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or

expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The Company’s management determined United States is the Company’s only

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of December 31, 2023 or December 31, 2022 and no amounts accrued

for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

For the year ended December 31, 2023, the Company recorded $ 109,217

of penalties and interest expense related to income taxes, which is included in income tax expense.

No amount was recorded for the

year ended December 31, 2022.

Net Loss Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period.

The Company applies the two-class

method in calculating income loss per share of common stock.

Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value.

The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

As of December 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The Company applies the two-class method in calculating earnings per share.

Earnings and losses

are shared pro rata between the two classes of shares.

The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private

Placement Units, because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted earnings per share is the same as basic earnings per share for the periods presented.

The following table

reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts):

December 31, 2023

December 31, 2022

Non Redeemable

Basic and diluted net income (loss) per share of common stock Numerator:

Allocation of net income (loss), as adjusted

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per share of common stock

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

At December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times

may exceed the Federal depository insurance coverage of $ 250,000 .

At December 31, 2023, the Company had not experienced losses on this

account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued

at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified in the balance sheet as current or non-current

based on whether or not net-cash

settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40.

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in

accordance with ASC Topic 815, “Derivatives and Hedging”.

Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

accounts for the warrants in accordance with the guidance contained in ASC 815-40.

The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

Company’s financial statements.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative

effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

1 unchanged sentence

The IR Act provides for, among other things, a new U.S.

federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations.

federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations

and certain domestic subsidiaries of publicly traded foreign corporations.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

The amount of the excise tax is generally 1 % of the fair market

value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net

the fair market value of certain new stock issuances against the

fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Department of the Treasury

(the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to

the excise tax.

redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business

Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the

excise tax would be payable by the Company and not by the redeeming shareholder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a

Business Combination and in the Company’s ability to complete a Business Combination.

INITIAL PUBLIC OFFERING

On September 8, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 .

Each Unit consists of one share of Class A common stock and one -half

of one redeemable warrant (“Public Warrant”).

Each Unit consists of one share of Class A common

stock and one -half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per share (see Note 8).

As of September 8, 2021, the Company incurred offering costs of approximately $ 15,668,029 , consisting of deferred underwriting commissions of $ 10,062,500 , fair value of representative shares of $ 1,437,500 and other offering costs of $ 4,168,029 .

As of September 8, 2021, the Company incurred offering costs of $ 23,566,497 ,

consisting of deferred underwriting commissions of $ 10,062,500 , fair value of the representative shares (as defined in Note 8) of $ 1,437,500 , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450 , fair value of shares transferred to officers and directors of $ 221,018 ,

and other offering costs of $ 4,168,029 .

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $ 10.00 per Placement Unit (or $ 11,334,840 in the aggregate).

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $ 10.00 per Placement

Unit (or $ 11,334,840 in the aggregate).

The Sponsor initially transferred $ 13,203,590 to the Trust Account on September 8, 2021.

The excess proceeds ($ 1,869,110 ) over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor.

The excess proceeds ($ 1,869,110 )

over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor.

The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees and are entitled to registration rights.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the “Placement Warrants”) will expire worthless.

The Placement Units

are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial business combination except to permitted transferees and are entitled to registration rights.

If the Company does not complete a

business combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the

Placement Units (the “Placement Warrants”) will expire worthless.

RELATED PARTY TRANSACTIONS

1 unchanged sentence

During the year ended December 31, 2021, the Company issued an aggregate of 8,625,000 shares of Class B common stock or Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash.

On July 2, 2021, the Sponsor transferred 10,000 Founder Shares to its Chief Financial Officer and 7,500 Founder Shares to each of its independent directors.

The Company estimated the fair value of these transferred shares to be $ 221,000 .

On September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding.

The number of Founder Shares issued represented 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

All shares and associated amounts have been retroactively restated to reflect the surrender of these shares.

With certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier to occur of:

(A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading

day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination.

On July 2, 2021, the Sponsor transferred 10,000

Founder Shares to its Chief Financial Officer and 7,500 Founder Shares to each of its independent directors.

estimated the fair value of these transferred shares to be $ 221,000 .

On September 2, 2021, the Sponsor surrendered to the

Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an

aggregate of 7,187,500 shares of Class B common stock issued and outstanding.

The number of Founder Shares issued

represented 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial

stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities).

All shares and associated amounts have been retroactively restated to reflect the surrender of

these shares.

With certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier

(A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the

Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $ 12.00

per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading

days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction

that results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property.

With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants

and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination.

Administrative Services Arrangement

An affiliate of the Sponsor has agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time.

An affiliate of the Sponsor has agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of

the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may

require from time to time.

The Company has agreed to pay the affiliate of the Sponsor $ 15,000 per month for these services.

$ 180,000 of expense was recorded for the year December 31, 2022, and 2021, respectively.

agreement with the Sponsor was terminated on April 5, 2023.

$ 45,000 and $ 180,000 of expense was recorded for the year ended December 31, 2023 and 2022, respectively.

$ 221,000 and $ 176,000 was unpaid as of December 31, 2023 and December

31, 2022, respectively.

On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Chief

Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $ 15,000

for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation.

$ 105,000 and $ 0 of expense was

recorded for the year ended December 31, 2023 and 2022, respectively.

There was no unpaid balance as of December 31, 2023.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Such Working Capital Loans would be evidenced by promissory notes.

The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, initially up to $ 1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of $ 10.00 per unit.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2023, which loans will be non-interest

bearing, unsecured and will be payable upon the consummation of a Business Combination .

As of December 31, 2022 and December 31, 2021, there were $

625,700 and $

0 outstanding under this loan, respectively.

See Note 9 for subsequent events related to this note.

On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”).

Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make no n-interest

bearing loans to the Company to finance transaction costs in connection with the Business Combination and that, at the option of the lender, up to $ 1,500,000 of such loans may be convertible into units, at a price of $ 10.00 per unit, upon consummation of the Business Combination.

Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into units from $ 1,500,000 to $ 30,000,000 .

The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of the Company’s stockholders to be held to approve the Business Combination.

As of December 31, 2022, no such loans were outstanding.

On September 8, 2022, the Company issued a promissory note (the “Note”) in the aggregate principal amount of $ 2,875,000

In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s

officers and directors may, but are not obligated to, loan the Company funds as may be required using Digital World Convertible Notes.

“Digital World Convertible Notes” means up to $ 40,000,000 in non-interest bearing

convertible promissory notes payable upon the stockholders’ approval of the Business Combination and, if applicable, the PIPE Investors’ approval, in either (i) Working Capital Units or (ii) cash or Working Capital Units, at the

election of the holder.

Up to $ 30,000,000 of such convertible promissory notes may be issued to the Sponsor or its

affiliates or the Company’s officers or directors in connection with any loans made by them to the Company prior to Closing.

Up to $ 10,000,000

of such convertible promissory notes may be issued to either third parties providing services or making loans to the Company or to the Sponsor or its affiliates or the Company’s officers or directors in connection with any loans

made by them to the Company prior to Closing.

“Working Capital Units” means any units issuable pursuant to the Digital World Convertible Notes.

Each unit consists of one share of Digital World Class A common stock and one-half

Each unit issuable pursuant to the Digital World Convertible Notes, subject to the terms and conditions of each applicable note, shall not have a price lower than $ 8.00 per unit.

In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Digital World Convertible Notes, but no proceeds held in the Trust Account would be used to repay the Digital World Convertible Notes.

In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2023, in the form of Digital World Convertible Notes.

On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021

(“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”).

Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9

thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make up to $ 30,000,000

loans against Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units.

On September 8, 2022, the Company issued a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units with an aggregate principal amount of $ 2,875,000

to the Sponsor, in connection with the extension of the termination date for the Company’s initial business combination from September 8, 2022 to December 8, 2022.

The Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

(ii) the date that the winding up of the Company is effective

At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) upon consummation of the initial Business Combination with the total Conversion Units so issued equal to:

(x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units.

As of December 31, 2022, there was $ 2,875,000 outstanding under this Note.

Advances – related party

During 2022, the Sponsor paid, on behalf of the Company,

As of December 31, 2023 and December 31, 2022, there was $ 2,875,000 outstanding under this note.

On April 21, 2023, the Company issued two

Digital World Convertible Notes (one for $ 625,700 and the other for $ 500,000 ) in the aggregate principal amount of $ 1,125,700 to the

Sponsor to pay costs and expenses in connection with completing an initial business combination.

As of December 31, 2023, there were $ 1,125,700

outstanding in Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units (which exceeds the

aggregate amount the Sponsor committed to provide).

On June 2, 2023, the Company issued a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units, with an aggregate principal amount of $ 2,000,000

to Renatus, of which Eric Swider, Chief Executive Officer and Director of the Company, is a founder and partner and another Digital World Convertible Notes in the aggregate principal amount of $ 10,000,000 (the “$ 10 Million Note,” together with the $ 2 Million Note, the “Renatus Notes”) to Renatus.

As of December 31, 2023, $ 1,232,000 was outstanding in Digital World Convertible Note to Renatus.

The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Advances – related parties

During 2022 and the year ended December 31, 2023, the Sponsor paid, on behalf of the Company, $ 470,835 to a vendor for costs incurred by the Company and $ 41,000

directly to the Company.

As of December 31, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ 41,000 and $ 425,835 , respectively.

During 2022, a Board member paid, on behalf of the Company, $ 100,000

to a vendor for costs incurred by the Company.

As of December 31, 2022, the Company’s obligation to the Sponsor for such payment was outstanding.

As of December 31, 2023 and December 31, 2022, the Company’s obligation to the Board Member for such payment was $ 0 and $ 100,000 , respectively.

During 2023, the Company agreed to pay a law firm a fixed amount of $ 500,000 for services rendered through December 31, 2023.

As of December 31, 2023, the $ 500,000

was earned and payable and included in Note payable on the balance sheet.

On November 20, 2023, the law firm was issued $ 500,000

in a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units.

During the fourth quarter of 2023, the Company issued Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units to certain investors, for working capital purposes.

As of December 31, 2023, $ 1,049,945 was outstanding in Digital World Convertible Notes to certain investors.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, the holders of representative shares as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering.

The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy- back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.

The holders of the Founder Shares, the holders of representative shares as well as the holders of the Placement Units (and underlying securities) and any

securities issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering.

The holders of a majority of these

securities are entitled to make up to three demands that the Company register such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriters (and/or their designees) may

participate in a “piggy- back” registration only during the seven year period beginning on the effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such

registration statements.

Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one

occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back”

registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.

Underwriting Agreement

The underwriters purchased the 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriters purchased the 3,750,000

additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriters are entitled to a cash underwriting discount of:

(i) one point twenty-five percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 3,593,750 , with the underwriters’ over-allotment having been exercised in full;

(ii) zero point five percent ( 0.50 %) of the total number of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock.

In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 10,062,500 upon closing of the Business Combination.

The deferred underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

(i) one point twenty-five percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 3,593,750 ,

with the underwriters’ over-allotment having been exercised in full;

(ii) zero point five percent ( 0.50 %) of the total number

of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock.

addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent ( 3.50 %) of the

gross proceeds of the Initial Public Offering, or $ 10,062,500 upon closing of the Business Combination.

underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Right of First Refusal

Subject to certain conditions, the Company granted the underwriter, for a period of 24 months after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

debt offering, including all equity linked financings for the Company or any of its successors or subsidiaries.

In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.

sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of its successors or subsidiaries.

In accordance with FINRA Rule 5110(g)(6)(A), such

right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.

Agreement with law firm

During 2023, the Company agreed to pay a law firm the greater of $ 8 million or 130 % of the actual fees incurred if the Company

completes the Business Combination.

Such fees are subject to a downward adjustment in the event the Business Combination is not consummated.

Fees and expenses incurred for the year ended December 31, 2023 related to the law firm were $ 5.1 million.

expenses were incurred for the year ended December 31, 2022.

Legal Matters

The Company is cooperating with a Financial Industry Regulatory Authority, Inc.

(“FINRA”) inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement.

According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.

The Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company’s Board of Directors;

communications with and the evaluation of potential targets, including TMTG;

communications relating to TMTG;

agreements with and payments made to certain advisors;

investors, including investor meetings and agreements;

the appointment of certain of the Company’s officers and directors;

policies and procedures relating to trading;

and documents sufficient to identify banking, telephone, and email addresses;

the Company’s due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG;

and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering).

According to the SEC’s request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security.

Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it, including restrictions on its activities.

The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4

relating to the Transactions with TMTG, and a further subpoena in support thereof.

This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4.

Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it.

In addition, the Section 8(e) order of examination of the Form S-4

can be expected to delay effectiveness of the Form S-4,

which could materially delay, materially impede, or prevent the consummation of the Transactions.

In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to the Company’s S-1

filings, communications with or about multiple individuals, and information regarding Rocket One Capital.

The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG.

The Company has also been informed that on June 30, 2022, TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to the Company and its directors.

Certain current and former TMTG personnel have also recently received individual grand jury subpoenas.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

These subpoenas, and the underlying investigations by the SEC and the U.S.

Department of Justice, can be expected to delay effectiveness of the Form S-4,

which could materially delay, materially impede, or prevent the consummation of the Transactions.

Except as indicated below, to the knowledge of the Company’s management team, there is no litigation currently pending or contemplated against the

Company, or against any of its property.

The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger

the securities involved or upon any person who effected transactions in such securities.

Settlement in Principle

As previously disclosed in the Company’s Form 8-K filed with the SEC on July 3, 2023, the Company was the subject of an investigation (the

“Investigation”) by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 (the “Form S-1”) in connection with its IPO and Form S-4 relating to the

business combination between the Company and TMTG.

On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation.

The Settlement in

Principle was subject to approval by the SEC.

On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the

“Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements

and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination.

In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially

complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty

in an amount of $ 18 million to the SEC promptly after the closing of any merger or a comparable business combination or

transaction, whether with TMTG or any other entity.

The Company recorded an expense related to this matter of $ 18 million for

the year ended December 31, 2023.

Directors’ and Officers’ Insurance Policy

The coverage under the D&O policy is $ 2.5 million in excess of a $ 5.0 million retention.

The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company.

Due to the early stage of this matter, there can be no assurance that the Company will be successful in recouping costs from the insurance company under its D&O policy.

The coverage under the D&O policy is $ 2.5

million in excess of a $ 5.0 million retention.

The Company has submitted a notice of loss related to the above noted DOJ and

SEC actions to the insurance company and has begun submitting information to the insurance company.

Based on actual payments made to third parties under the D&O policy, the Company has reduced its liabilities at December 31, 2023 by $ 1.1 million.

The Company is subject to litigation, disputes and claims in the normal course of its business.

The Company is aware of a dispute with a vendor for alleged services provided in 2022.

The vendor’s most recent settlement offer is $ 140,000 .

The Company does not believe any services were provided by such vendor and as such, no amount is due the vendor.

The Company has not recorded a liability for these alleged services.

Except as noted above, the Company is not aware of any

matters which could be material to the financial statements.

Notice of delisting

On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the

Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form 10-Q”) with the SEC.

The Rule requires listed

companies to timely file all required periodic financial reports with the SEC.

Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule.

On August 7, 2023, the Company

received a notice from Nasdaq stating that Nasdaq had determined to grant an exception to enable the Company to regain compliance with the Rule and required the Company to file its amended Annual Report on Form 10-K for the year ended

December 31, 2022 and its Q1 Form 10-Q, as required by the Rule, on or before November 20, 2023.

On October 30, 2023, the Company filed its amended Annual Report on Form 10-K.

On November 13, 2023, the Company filed its Q1 Form 10-Q.

On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company was not in compliance with the Rule

because it had not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC.

The Company submitted to Nasdaq an updated compliance plan which required the Company to file

its Second Quarter Form 10-Q by November 20, 2023.

On November 13, 2023, the Company filed its Second Quarter Form 10-Q.

STOCKHOLDERS’ DEFICIT

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.

At December 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

Preferred Stock - The Company is authorized to issue 1,000,000

shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be

determined from time to time by the Company’s Board of Directors.

At December 31, 2023 and December 31, 2022, there were no

shares of preferred stock issued or outstanding.

Class A Common Stock -The Company is authorized to issue 200,000,000

shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are

entitled to one vote for each share.

On September 8, 2021, the Company issued 143,750 shares of Class A common stock (“representative shares”) to the underwriter.

The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $ 1,437,500 .

At December 31, 2022 and December 31, 2021, there were 28,744,342 and 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent equity.

At December 31, 2022 and December 31, 2021, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit.

Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

The Company accounts for the representative shares as an expense of the Initial

Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $ 1,437,500 .

31, 2023 and December 31, 2022, there were 28,715,597 and 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent

At December 31, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in

stockholders’ deficit.

Class B Common Stock -The Company is authorized to issue 10,000,000

shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock are

entitled to one vote for each share.

On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration.

At December 31, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers.

The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20 % of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares).

Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one

At December 31, 2023 and December 31, 2022, there were 7,158,025 and 7,187,500

shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional

The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20 %

of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares).

Shares of Class B common

stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one -for-one

basis, subject to certain adjustments.

Warrants - The warrants will become exercisable 30 days after the consummation of a Business Combination.

The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A

common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Warrants - The warrants will become exercisable 30 days

after the consummation of a Business Combination.

The warrants will expire five years from the consummation of a Business

Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such

warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the

Company satisfying its obligations with respect to registration.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable

upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

Once the warrants become exercisable, the Company may redeem the warrants:

2 unchanged sentences

at any time after the warrants become exercisable;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30 -trading

day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

upon not less than 30 days ’ prior written notice of redemption to each

warrant holder;

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00

per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading

days within a 30 -trading day period commencing at any time after the warrants become exercisable and ending on the

third business day prior to the notice of redemption to warrant holders;

if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a

“cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock

dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

$ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public

Warrants and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

The Company’s net deferred tax assets is as follows:

Additionally, in no

event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of

warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants

may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A

common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any

Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination

(net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20

trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the $ 18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market

Value and the Newly Issued Price.

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or

their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

The Company’s net deferred tax assets are as follows:

Deferred tax assets:

Net operating losses

Legal settlement

Start-up costs

7 unchanged sentences

December 31, 2022

State and local

State and local Current

Change in valuation allowance

1 unchanged sentence

As of December 31, 2023 and 2022, the Company had $ 0

0 and $ 192,902 of U.S.

federal and state operating loss carryovers that do not expire and are available to offset future taxable income.

In assessing the r e

alization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

federal and state operating loss carryovers.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred

tax assets will not be realized.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $( 350 ) and $ 329,408 , respectively.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

After consideration of all of the information available,

management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2023 and 2022, the change in

the valuation allowance was $ 8,088,176 and $ 4,695,494 , respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

For the Year Ended

4 unchanged sentences

State tax, net of Federal benefit

Prior year adjustment

State rate change

Change in valuation allowance

1 unchanged sentence

The effective tax rate differs from the statutory tax rate of 21 %

for the year ended December 31, 2022 and 2021, due to the valuation allowance, state taxes and merger costs than are nondeductible .

for the year ended December 31, 2023 and 2022, due to the change in the valuation allowance.

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to examination by the various taxing authorities.

The Company’s tax returns since inception remain open to examination by the taxing authorities.

Company’s tax returns since inception remain open to examination by the taxing authorities.

The Company considers Florida to be a significant state tax jurisdiction.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up to the date the Company issued the financial statements.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial

statements, except as noted below.

On April 5, 2023, Company entered

into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $ 15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation.

On April 21, 2023, the Company issued two promissory notes (one for $ 625,700 and the other for $ 500,000 ) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing a Business Combination.

Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective .

At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of each note may be converted into units of the Company (the “Conversion Units”) immediately prior to the consummation of the Business Combination with the total Conversion Units so issued equal to:

(x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events

that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023.

Based upon this review the Company did not identify any

subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below.

PIPE terminations

As of February 8, 2024, all PIPE commitments had been terminated.

Institutional investors convertible notes and warrants

February 6, 2024

The Company issued six

promissory notes to certain accredited investors for a total aggregate principal amount of up to $ 770,000 .

The proceeds of the

Notes will be used to pay costs and expenses in connection with completing the Business Combination

Each of the notes bears no

interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective.

At the election of the holder and upon the

approval of the Company’s stockholders, up to the full amounts payable under the notes may be converted into units of the Company at any time on or prior to the applicable maturity date of the notes.

The total conversion units so issued

shall be equal to:

(x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price, rounded up to the nearest whole number of conversion units.

February 8, 2024

Pursuant to a note purchase agreement entered into by and between Digital World and certain institutional investors on February 8, 2024

(the “Note Purchase Agreement”), Digital World agreed to issue up to $ 50,000,000 in convertible promissory notes (the

“Convertible Notes”).

The Convertible Notes:

accrue interest at an annual rate of 8.00 % and are payable on the

earlier of (i) the date that is 12 months after the date on which the Company consummates the Business Combination, which interest is not payable to the extent the holder exercises the conversion right and (ii) the date that the

winding up of the Company is effective (such date, the “Maturity Date”);

are convertible (i) at any time following the consummation of the Business Combination, but prior to the Maturity Date, redemption or otherwise the repayment in full of the

Convertible Notes, at each holder’s option, in whole or in part, and subject to the terms and conditions of the Convertible Notes, including any required shareholders’ approval upon the consummation of the Business Combination and

(ii) into that number of Digital World Class A common stock and warrants included in the units, each unit consisting of one

share of Class A common stock of the Company and one-half of one warrant of the Company (the “Conversion Units”),

equivalent to (A) the portion of the principal amount of the applicable Convertible Note (excluding any accrued interest, which shall not be payable with respect to the Convertible Note that was converted) being converted, divided

by (B) $ 8.00 (the “Conversion Price”);

may be redeemed by Digital World, in whole or in part, commencing on the date on which all Digital World Class A common stock issuable to the holders has been registered with the

Securities and Exchange Commission (the “SEC”), by providing a 10-day notice of such redemption (the “Redemption

Right”), which Redemption Right is contingent upon the trading price of the Digital World Class A common stock exceeding 130 %

of the applicable conversion price on at least 3 trading days, whether consecutive or not, within the 15 consecutive trading days ending on the day immediately preceding the day on which a redemption notice is issued by Digital World;

are initially drawable for 20 % of the applicable investor’s

commitment amount and a final drawdown for the remaining 80 % to occur upon the closing of the Business Combination ,

with the proceeds of such final drawdown to be deposited into a control account as indicated by the Company (the “Control Account”).

The proceeds from such final drawdown deposited into the Control Account shall remain therein and

may not be withdrawn by the Company until such time as (i) the Company exercises the Redemption Rights using the proceeds in the Control Account, (ii) any portion of the applicable Convertible Note has been converted, at which

time such portion shall be released from the Control Account or (iii) if prior to the conversion, a resale registration statement of the Company covering all common stock issued pursuant to the Convertible Note has been declared

effective by the Commission;

are subject to specified events of default;

have registration rights pursuant to the registration rights agreement entered into by the Company and the parties thereto as of September 2, 2021.

In addition, pursuant to warrant subscription agreements (each a “Warrant Subscription Agreement”) entered into by and between Digital World and certain

institutional investors on February 7, 2024, Digital World has agreed to issue an aggregate of 3,050,000 warrants (“Post-IPO

Warrants”), each warrant entitling the holder thereof to purchase one share of Digital World Class A common stock for $ 11.50 per share.

The Post-IPO Warrants are expected to be issued concurrently with the closing of the Business Combination, and when and if

issued, shall have substantially the same terms as the public warrants issued by Digital World in connection with its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.

Board of Directors and officers convertible notes

On January 22, 2024 the Company issued 9,651,250

of convertible notes to the Board of Directors and officers as compensation for services through the closing of the business combination.

Principal, Interest and Maturity Date

Each Promissory Note has an interest rate of 0 %.

Each Promissory Note will be payable by the Company on the date on which the Company consummates its initial business combination,

subject to the holder’s continued service with the Company through the closing of the initial business combination.

Repayment of the principal amount of the Promissory Note (as well as any delivery of shares of our Class A common stock if

the holder elects to covert the Promissory Note) will also be subject to any withholding taxes and deductions required by applicable laws, as determined by the Company.

Conversion and Payment

At the holder’s option, and subject to the terms and conditions set forth herein, at any time prior to the Maturity Date, the holder may

elect to convert all or a portion of the unpaid principal balance into shares of Class A common stock of the Company (the “Conversion Shares”), with such conversion effective as of the closing of the Business Combination.

The Conversion

rate is $ 10 /share.

The entire portion of the principal amount of the Promissory Note not converted to Conversion Shares will be

paid in cash to the holder at the closing of the Business Combination, subject to any applicable tax withholdings.

The Conversion Shares will not be issued upon conversion of a Promissory Note unless such issuance and such conversion comply with all

applicable provisions of law, including, but not limited to, the Securities Act and the applicable rules and regulations of The Nasdaq Stock Market and to the extent required by the Securities Act and the rules thereunder, delivery of the

Conversion Shares will not occur until we have an effective registration statement on file with the Securities and Exchange Commission that covers the issuance of the Conversion Shares.

Legal Matters

Section 16 Claim

On October 20, 2023, Plaintiff Robert Lowinger filed a complaint against Rocket One Capital, LLC (“ Rocket

One ”), Michael Shvartsman, Bruce Garelick, and Digital World in the U.S.

District Court for the Southern District of New York.

According to the complaint, Digital

World has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of Digital World.

In the complaint, the Mr.

Lowinger contends that, in 2021, Mr.

Garelick and Rocket One were directors of Digital

World and that they purchased securities of Digital World.

Lowinger further alleges that within a six-month period from

the date of their purchases, both Mr.

Garelick and Rocket One sold securities in Digital World and realized profits from those sales.

Additionally, Mr.

Lowinger alleges that Mr.

Shvartsman had a financial interest in the profits

resulting from Rocket One’s purchases and sales of Digital World’s securities.

According to Mr.

Lowinger, under Section 16(b) of the Exchange Act (15 U.S.C.

§78p(b)), Rocket One, Mr.

Shvartsman, and Mr.

Garelick are each required to

disgorge certain trading profits to Digital World.

On March 1, 2024, Digital World filed a motion to dismiss the claims against Digital World.

On March 15, 2024, Mr.

Lowinger filed an opposition to Digital World’s motion to dismiss.

March 22, 2024, Digital World filed a reply in support of its motion to dismiss.

At this time, we express no opinion as to the likely outcome of this matter.

TMTG Related Potential Dispute

On July 30, 2021, an attorney for the Trump Organization, on behalf of President Trump, declared void ab initio a services agreement that

had granted TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes of commercializing the various TMTG initiatives.

Neither TMTG nor Digital World was a party to such

On January 18, 2024, Digital World received a letter on behalf of a party to the services agreement.

The letter contained certain

assertions regarding:

(i) board appointments with respect to TMTG;

(ii) consent rights with respect to TMTG’s issuance of additional shares and classes of securities;

and (iii) certain expenses.

As support of such assertions, the letter

enclosed a copy of the services agreement that had been declared void nearly two and a half years previously.

Digital World will share the letter with the appropriate parties for further evaluation, and, as applicable following such

evaluation, update the disclosures in this Report.

United Atlantic Ventures

On each of January 18, 2024 and February 9, 2024, Digital World received letters from counsel to UAV, a party to

a services agreement (the “Services Agreement”).

The letters contained certain assertions and enclosed a copy of the Services Agreement

that had been declared void by an attorney of President Donald J.

Trump nearly two and a half years prior.

Specifically, counsel for UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its

successors ( i.e.

, Public TMTG’s Board), (2) approve or disapprove of the creation of additional TMTG shares or share classes and

anti-dilution protection for future issuances and (3) a $ 1.0 million expense reimbursement claim.

In addition, UAV asserts that

the Services Agreement is not void ab initio and claims that certain events following the July 30, 2021 notification support its

assertion that such Services Agreement was not void.

On February 6, 2024, a representative of UAV sent a text message to a representative of a noteholder of TMTG suggesting that UAV might

seek to enjoin the Business Combination.

On February 9, 2024, TMTG received from counsel to UAV a letter similar to those received by Digital World, which also threatened TMTG

with legal action regarding UAV’s alleged rights in TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.

TMTG has informed Digital World that it strongly disagrees with UAV’s assertion to any rights with respect to TMTG under the Services

Agreement and that it believes TMTG has valid defenses to the potential claims by UAV.

Related Party Loans

On March 18, 2024, the Company drew down $ 625,000

under the Renatus Notes.

TMTG has further informed Digital World that the capitalization of TMTG is based on TMTG’s corporate documents, including a resolution

dated October 13, 2021 (the “ TMTG Issuance Resolution ”) and not the Services Agreement.

On February 28, 2024, United Atlantic Ventures, LLC (“UAV”) filed a verified complaint against TMTG in the Court of Chancery of the State

of Delaware (the “Court”) seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of stock in TMTG, which was amended on March 4, 2024 to add TMTG’s directors as defendants.

In addition to its

complaint filed on February 28, 2024, UAV also filed a motion to expedite proceedings with the Court.

On March 6, 2024, TMTG filed an opposition to UAV’s motion to expedite, and UAV filed its response on March 8, 2024.

On March 9, 2024, the Court held a hearing to decide UAV’s motion to expedite proceedings.

During the oral argument by the parties, TMTG

advised the Court that it would agree that any additional shares of TMTG issued by TMTG prior to or upon the consummation of the Business Combination (other than any shares issued to satisfy obligations pursuant to TMTG convertible notes)

would be placed in escrow pending a resolution of the dispute between the parties.

Vice Chancellor Sam Glasscock acknowledged that if any claims remained after the stockholder vote scheduled to take place on March 22, 2024, on the proposed

Business Combination (the “Stockholder Vote”), the Court would address those issues expeditiously.

However, the Court advised that it would not be blocking the Stockholder Vote, which will proceed as currently scheduled.

The Court further

noted that the parties would contact the Court following the Stockholder Vote.

Vice Chancellor Glasscock directed TMTG and UAV to submit a proposed stipulated escrow order by close of business on Wednesday, March 13,

Bradford Cohen

On January 22, 2024, TMTG received a letter from a counsel to Mr.

Cohen, who purportedly represented President

Trump in connection with the Services Agreement, but was not a party thereto.

The letter sought to inspect TMTG’s books and records pursuant to Delaware and Florida law and requested that TMTG preserve records for the last

TMTG responded via counsel on January 29, 2024.

Since January 22, 2024, Mr.

Cohen has reached out to TMTG on several occasions.

Cohen asserts that the Services Agreement, declared void by Mr.

Cohen’s ostensible client

on July 30, 2021, confers certain rights upon Mr.

Cohen with respect to the capitalization of TMTG.

As the potential claims described above were recently asserted, and the potential disputes arising therefrom are in their early stages,

neither TMTG nor Digital Word is able to assess the impact of such claims on their respective businesses and stockholders, or those of the Public TMTG.

As a general matter, the defense of such potential claims may be costly and time

consuming and could have a material adverse effect on the Company’s reputation and its existing stockholders.

Patrick Orlando

On February 27, 2024, Digital World and TMTG filed a lawsuit, captioned Digital World Acquisition

ARC Global Investments II, LLC (Case No.

192862534), in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida.

The lawsuit seeks (i) a declaratory judgment that the appropriate conversion

ratio is 1.34 :1, as previously disclosed in this annual report, (ii) damages for tortious interference with the contractual and

business relationship between TMTG and Digital World, (iii) damages for conspiracy with unnamed co-conspirators to tortuously interfere with the contractual and business relationship between TMTG and Digital World, (iv) damages to TMTG as a

result of (a) the breach of fiduciary duty by Mr.

Orlando, which exposed Digital World to regulatory liability through the practice of targeting and resulted in an $ 18 million dollar penalty to Digital World and significant reputational harm and (b) Mr.

Orlando’s continuous obstruction of Digital World’s merger with TMTG to extort various

concessions that only benefit him and harm Digital World and its shareholders;

and (v) damages for wrongfully asserted dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets.

The complaint

alleges impending violation of the Digital World Charter for failure to commit to issue the number of conversion shares to the Sponsor that the Sponsor claims it is owed upon the consummation of the Business Combination.

The complaint

claims a new conversion ratio of 1.78 :1.

Digital World believes the difference between Digital World’s calculation of the

previously disclosed conversion ratio of 1.34 :1 and the Sponsor’s now claimed ratio of 1.78 :1 results from the Sponsor improperly taking into account in its calculation currently outstanding derivative securities of Digital World neither issued in

connection with the closing of the Business Combination nor in a financing transaction in connection with the Business Combination, as well as securities issuable to TMTG in the Business Combination, in each case, contrary to the terms of

the Digital World Charter with respect to issuances requiring an adjustment to the conversion ratio applicable to the Class B common stock (collectively, the “ Excluded Securities ”).

filed by the Sponsor seeks:

(i) specific performance and damages for alleged breach of the Digital World Charter, (ii) a declaratory judgment that the Excluded Securities should be included in the calculation of the conversion ratio, (iii)

a finding that the directors of Digital World breached their fiduciary duties, and (iv) a preliminary injunction to enjoin the Business Combination until Digital World “corrects” the conversion ratio.

Digital World does not believe the Sponsor’s 1.78 :1 conversion ratio and related claims are supported by the terms of the Digital World Charter.

As a result, Digital World intends to vigorously defend its claims.

Digital World is unable to resolve the ongoing disputes with Mr.

Orlando and the Sponsor, the resultant delay could introduce material risk to the Business Combination and could result in additional expenses, management diversion, and other

related costs that could have a material adverse effect on the trading price of Digital World’s common stock.

On February 29, 2024, ARC Global Investments II, LLC (“ ARC ”), Digital World’s sponsor, which is

controlled by Mr.

Patrick Orlando, Digital World’s former chairman of the board of directors (the “ Board ”) and chief executive officer and a current member of the Board, filed a lawsuit, captioned ARC Global Investments II, LLC v.

Digital World Acquisition Corp., Eric Swider, Frank J.

Andrews, Edward J.

Preble and Jeffery A.

Smith (the “ Delaware Lawsui t ” ) , in the Court of Chancery of the State of Delaware (the “ Chancery Court ”).

ARC’s complaint alleges

impending violation of the Digital World Charter for failure to commit to issue the number of conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination.

The complaint claims entitlement to a

conversion ratio of 1.78 :1.

In addition to its complaint filed on February 29, 2024, ARC also filed a motion with the Chancery Court requesting that the case

schedule be expedited to enable the Chancery Court to conduct an injunction hearing prior to the March 22, 2024 shareholder vote.

On March 3, 2024, Digital World filed an opposition to ARC’s motion to expedite, and ARC filed a reply on

March 4, 2024.

On March 5, 2024, the Chancery Court held a hearing to decide ARC’s motion to expedite the case schedule, which was argued on Digital

World’s behalf by Paul Hastings LLP partner, Brad Bondi.

Following oral argument by the parties, the Vice Chancellor ruled that ARC’s motion was denied “insofar as the court will not hold a merits or injunction hearing before March 22[,

2024].” The Chancery Court ruled that Digital World’s proposal to place disputed shares into an escrow account upon the closing of the Business Combination was sufficient to preclude a possibility of irreparable harm related to the

conversion of ARC’s shares.

Additionally, the Chancery Court ruled that Digital World’s public disclosures regarding the nature of ARC’s claims and possible conversion scenarios at the closing of the Business Combination further precluded a

possibility of irreparable harm related to inadequate disclosure for purposes of the March 22, 2024 vote.

In issuing its ruling, the Chancery Court ruled that by March 8, 2024, ARC and Digital World must confer and propose a schedule by which

the Chancery Court may resolve the action within 150 days following the Business Combination.

The Chancery Court also further

ordered the parties to provide the court with a stipulation by March 8, 2024 regarding ARC’s ability to maintain standing over its claim following its vote in favor of the Business Combination.

Additionally, the Chancery Court requested

that the parties stipulate to the establishment of an escrow account for the placement of disputed shares following the Business Combination, to be held pending conclusion of the action.

Finally, the Chancery Court requested that counsel

for Digital World submit a letter to the Chancery Court by March 8, 2024 “addressing how this litigation will proceed alongside the Florida litigation” filed by Digital World on February 27, 2024 in the Circuit Court of Sarasota County,

On March 5, 2024, in connection with the lawsuit captioned ARC Global Investments II, LLC v.

World Acquisition Corp., Eric Swider, Frank J.

Andrews, Edward J.

Preble and Jeffery A.

Smith (the “ Delaware Lawsuit ”), the Court of Chancery of the State of Delaware (the “ Chancery Court ”) denied ARC Global Investments II, LLC’s, Digital World’s sponsor, request to delay the vote on the Business Combination to judicially determine the disputed conversion ratio of shares

of Class B common stock to shares of Class A common stock in connection with the Business Combination and the special meeting of stockholders to vote on the Business Combination is expected to proceed as currently scheduled on March 22,

In addition, the Chancery Court requested that the parties stipulate to the establishment of an escrow account into which disputed shares would be deposited following the Business Combination and held pending the conclusion of the

Delaware Lawsuit.

In connection with the Delaware Lawsuit, the Company informs its shareholders that it intends to apply a conversion ratio to all shares

of Class B common stock such that ARC and the other Class B shareholders (the “ Non-ARC Class B Shareholders ”) would receive the same number of shares of common stock in the post- Business

Combination company per Class B share.

As such, upon the closing of the Business Combination and pending the Chancery Court’s ruling in, or a resolution by the parties of, the Delaware Lawsuit, the Company intends to issue into a separate

escrow account shares of common stock in the post-Business Combination company to satisfy an increase in the conversion ratio with respect to the shares of Class B common stock previously held by the Non-ARC Class B Shareholders.

the shares to be deposited in escrow for the benefit of the Non-ARC Class B Shareholders will reflect the difference between the actual conversion ratio, determined by the Company’s board of directors upon closing of the Business

Combination, and a conversion ratio of 2.00 .

On March 19, 2024, Digital World filed a lawsuit against ARC in New York state court alleging breach of contract and seeking injunctive

Digital World’s claims relate to an agreement between Digital World and ARC entered into in September 2021 (the “Letter Agreement”), whereby ARC promised to vote in favor of any merger agreement presented to Digital World’s

shareholders for a vote.

Digital World alleges that it has presented a merger agreement to its shareholders, but ARC has withheld its vote in favor of the merger, with the shareholder vote scheduled for March 22, 2024.

Digital World’s suit

seeks declaring ARC’s obligation to vote its shares in favor of the merger, per the Letter Agreement, and an order compelling ARC to specifically perform its obligations under the Letter Agreement.

Digital World also seeks an award of

consequential damages for breach of contract.

No responsive pleadings have been filed.

At this early juncture, we express no opinion as to the likely outcome of this matter.

As previously disclosed, Digital World Acquisition Corp., a

Delaware corporation (“ Digital World ”), DWAC Merger Sub Inc., a Delaware corporation (“ Merger Sub ”), Trump Media & Technology Group Corp., a Delaware

corporation (“ TMTG ”), ARC Global Investments II, LLC, a Delaware limited liability company (“ ARC ”), in the capacity as the representative of the

stockholders of Digital World (which has been replaced and succeeded by RejuveTotal LLC, a New Mexico limited liability company effective as of March 14, 2024), and TMTG’s General Counsel in his capacity as the representative of the

stockholders of TMTG, entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger,

dated August 9, 2023, and the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, the “ Merger Agreement ”), pursuant to which, among other transactions, on March 25, 2024

(the “ Closing Date” ), Merger Sub merged with and into TMTG, with TMTG continuing as the surviving corporation and as a wholly owned subsidiary of Digital World (the “ Business Combination ”).

In connection with the closing of the Business Combination, Digital World changed its name to “Trump Media & Technology Group Corp.” (sometimes referred to herein as “ Public TMTG ”) and TMTG changed its name to TMTG Sub Inc.

On March 22, 2024, Digital World held a special meeting of its

stockholders (the “ Special Meeting ”) in connection with the Business Combination.

At the Special Meeting, Digital World stockholders voted to approve the Business Combination with TMTG and related

Prior to the Special Meeting, holders of a total of 4,939 shares of Digital World Class A common stock, par value $ 0.0001 , had validly elected to redeem their Digital World Class A common stock for cash at a price of approximately $ 10.92 per share in connection with the Special Meeting.

Unless the context otherwise requires, “we,” “us,” “our” and

the “Company” refer to Digital World and its consolidated subsidiaries prior to the Closing Date and Public TMTG and its consolidated subsidiaries following the Closing Date.

All references herein to the “Board” refer to the board of

directors of Digital World or Public TMTG, as applicable.

Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive final

prospectus and definitive proxy statement, dated February 16, 2024 and as amended and supplemented pursuant to Rule 425 under the Securities Act (the “ Proxy Statement/Prospectus ”) and such

definitions are incorporated herein by reference.

As a result of, and in connection with, the Closing, among

other things, (i) the second amendment and restatement to the amended and restated certificate of incorporation of Digital World (the “ Amended Charter ”) redesignated the outstanding shares of

Class A common stock, par value $ 0.0001 per share, of Digital World (“ Digital World Class A

Common Stock ”), as common stock, par value $ 0.0001 per share, of Trump Media & Technology Group Corp.

(the “ Public TMTG Common Stock ”);

(ii) Public TMTG redesignated the warrants underlying the Public Units as Trump Media & Technology Group Corp.

Redeemable Warrants, each whole warrant exercisable for one share of Public TMTG Common Stock at an exercise price of $ 11.50 (“ Public TMTG Warrants ”);

(iii) Public TMTG separated each unit of Digital World outstanding prior to the Closing into one share of Public TMTG Common Stock and one-half

of one Public TMTG Warrant, with any fractional warrants to be issued in connection with such separation to be rounded down to the nearest whole warrant, and each whole warrant exercisable for one share of Public TMTG Common Stock at an exercise price of $ 11.50

(iv) Public TMTG separated the Placement Units into one share of Public TMTG Common Stock and one-half of one Public TMTG Warrant, with any fractional warrants to be issued in connection with such separation to be rounded down to the

nearest whole warrant, and each whole warrant exercisable for one share of Public TMTG Common Stock at an exercise price of $ 11.50 per share;

and (v) the Amended Charter reclassified and converted each outstanding share of Class B common stock, par value $ 0.0001 per share, of Digital World (“ Digital World Class B Common Stock ”) into shares of Public TMTG

Common Stock.

Each share of Digital World Class B Common Stock was converted into 1.348 shares of Public TMTG Common Stock.

In addition and as previously disclosed by Digital World, in connection with the lawsuit captioned ARC Global Investments II, LLC v.

Digital World Acquisition Corp., Eric Swider, Frank J.

Andrews, Edward

Preble and Jeffery A.

Smith (the “ Delaware Lawsuit ”), which was filed by ARC on February 29, 2024, in the Court of Chancery of the State of Delaware (the “ Chancery Court ”), Digital World agreed to the establishment of an escrow account for the placement of disputed shares following the Business Combination.

As such, the conversion ratio of the Digital World Class B Common

Stock may increase and result in the issuance of additional shares of Public TMTG Common Stock.

For more information, see “ Item 1.01 – Entry into a Material Definitive Agreement – Escrow Agreements in

Connection with the Delaware Litigation ” to this Current Report on Form 8-K.

Furthermore, as a result of, and in connection with the

Closing, (i) immediately prior to the Effective Time the TMTG Convertible Notes were converted into TMTG Common Stock and all of the outstanding TMTG Common Stock that was issued upon such conversion was automatically cancelled and ceased

(ii) Digital World issued an aggregate of 3,424,510 Public TMTG private warrants and 1,709,145 shares of Public TMTG Common Stock to holders to Digital World Convertible Notes;

(iii) Public TMTG issued an aggregate of 95,354,534 shares of Public TMTG Common Stock to TMTG securityholders as of immediately prior to the Effective Time (which amount includes (x)

7,854,534 shares of Public TMTG Common Stock to the former holders of the TMTG Convertible Notes and (y) 614,640 shares of Public TMTG Common Stock deposited into escrow pursuant to indemnification provisions under the Merger Agreement);

4,667,033 shares of Public TMTG Common Stock were issued to Odyssey Transfer and Trust Company, a Minnesota corporation, as

escrow agent (the “ Escrow Agent ”) pursuant to the Disputed Shares Escrow Agreements (as defined below).

Immediately after giving effect to the Business Combination,

there were 136,700,583 issued and outstanding shares of Public TMTG Common Stock, which includes common stock held by

Digital World stockholders, ARC, former TMTG stockholders, shares issued upon conversion of TMTG Convertible Notes and shares issued upon conversion of Digital World Convertible Notes, but does not include the underlying shares of Public

TMTG Common Stock that may be issued upon conversion of the Digital World Alternative Financing Notes, Post-IPO Warrants or the Public Warrants, shares held pursuant to the Disputed Shares Escrow Agreements or any awards that may be

issued under the Equity Incentive Plan.

Additionally, Digital World instructed Odyssey Transfer and

Trust Company, a Minnesota corporation, acting in its capacity as transfer agent (the “ Transfer Agent ”) to reserve up to (i) 46,250,000 shares of Public TMTG Common Stock in connection with future issuances resulting from the underlying shares of Public TMTG Common Stock that may be issued

upon conversion of the Digital World Alternative Financing Notes, and (ii) 3,125,000 private warrants issuable in connection

with the Digital World Alternative Financing Notes.

Finally, also on March 25, 2024, immediately following the

consummation of the Business Combination, as disclosed by Digital World on February 8, 2024, the final drawdown for $ 40,000,000

(the “ Final Drawdown ”) in convertible promissory notes (the “ Convertible Notes ”) was issued to those certain institutional investors (“ Accredited Investors ”), pursuant to the note purchase agreement entered into by and between Digital World and the Accredited Investors on February 8, 2024 (the “ Note

Purchase Agreement ”).

The Final Drawdown was deposited into a control account and may only be released to Public TMTG pursuant to the terms of the Note Purchase Agreement and the Convertible Notes.

For more information on the

terms of the Convertible Notes, see “ Item 1.01 – Entry into a Material Definitive Agreement – Convertible Notes ” to this Current Report on Form 8-K.

As of the Closing Date, (i) President Donald J.

beneficially held approximately 57.3 % of the outstanding shares of Public TMTG Common Stock and (ii) the public stockholders

of Public TMTG held approximately 21.9 % of the outstanding shares of Public TMTG Common Stock.

On March 26, 2024, the Company closed the merger with TMTG.

EXHIBIT INDEX

Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative.

First Amendment to Agreement and Plan of Merger, dated as of May 11, 2022, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative.

Amended and Restated Certificate of Incorporation.

Amendment to the Amended and Restated Certificate of Incorporation (9)

Form of Certificate of Designation of Preferred Stock.

Specimen Unit Certificate.

Specimen Class A Common Stock Certificate.

Specimen Warrant Certificate.

Warrant Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Description of Exhibits

Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11,

2022, August 8, 2023, and September 29, 2023 by and among Digital World Acquisition Corp., DWAC Merger Sub Inc.

and Trump Media & Technology Group Corp.

(incorporated by reference to Annex A to the proxy

statement/prospectus which is part of Amendment No.

6 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 14, 2024).

Amended and Restated Certificate of Incorporation of Digital World Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

September 9, 2021).

Second Amended and Restated Certificate of Incorporation of Trump Media & Technology Group

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Bylaws of Digital World Acquisition Corp.

(incorporated by reference to Exhibit 3.3 to the

Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

on May 26, 2021).

Amended and Restated Bylaws of Trump Media & Technology Group Corp.

(incorporated by reference

to Exhibit 3.3 to Post-Effective Amendment No.

2 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on March 5, 2024).

Second Amendment to the Amended and Restated Certificate of Incorporation of Digital World

Acquisition Corp.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 6, 2023).

Warrant Agreement, dated September 2, 2021, by and between Digital World Acquisition Corp.

and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the

Registration Statement on Form S-1/A2, filed by Digital World Acquisition Corp.

on July 26, 2021).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration

Statement on Form S-1/A2, filed by Digital World Acquisition Corp.

on July 26, 2021).

Description of Registered Securities.

Letter Agreement among DWAC, its officers, directors and ARC Global Investments II LLC.

Amended and Restated Promissory Note, dated August 20, 2021, issued to ARC Global Investments II LLC.

Investment Management Trust Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

Registration Rights Agreement, dated September 2, 2021, by and among the Company and certain security holders.

Securities Subscription Agreement, dated January 20, 2021, between the Company and ARC Global Investments II LLC.

Unit Subscription Agreement, dated September 2, 2021, between the Company and ARC Global Investments II LLC.

Administrative Support Agreement by and between the Company and Benessere Enterprises Inc.

Form of Voting Agreement.

Form of Lock-Up Agreement.

Form of Securities Purchase Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein.

Form of Registration Rights Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein.

Amendment to Letter Agreement, dated May 12, 2022, among the Registrant and our officers, directors and ARC Global Investments II LLC.

Form of Indemnity Agreement.

Promissory Note to ARC Global Investments II LLC dated as of September 8, 2022.

Administrative Services Agreement, dated as of April 5, 2023, by and between the Company and Renatus LLC.

Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023.

Form of Code of Ethics.

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Letter Agreement, dated September 2, 2021, by and among Digital World Acquisition Corp., its

officers, directors, ARC Global Investments II LLC and EF Hutton, Division of Benchmark Investments, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Investment Management Trust Agreement, dated September 2, 2021, by and between Digital World

Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Registration Rights Agreement, dated September 2, 2021, by and among Digital World

Acquisition Corp.

and certain security holders.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Securities Subscription Agreement, dated January 20, 2021, between Digital World Acquisition

and ARC Global Investments II LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

on May 26, 2021).

Units Subscription Agreement, dated September 2, 2021, between Digital World Acquisition

and ARC Global Investments II LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 9, 2021).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Registration

Statement on Form S-1/A2, filed by Digital World Acquisition Corp.

on July 26, 2021).

Trump Media & Technology Group Corp.

2024 Equity Incentive Plan (incorporated by reference

to Exhibit 10.7 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Form of Lock-up Agreement by

and among Digital World Acquisition Corp., Trump Media & Technology Group Corp.

and Certain Stockholders, Directors and Officers of Trump Media & Technology Group Corp.

thereto (incorporated by reference to Exhibit

10.8 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Amendment of the Insider Letter, dated May 12, 2022, by and among Digital World Acquisition

Corp., its officers, directors, ARC Global Investments II LLC and EF Hutton, Division of Benchmark Investments, LLC (previously filed as Exhibit 10.12 to the Registration Statement on Form S-4 filed by Digital World

Acquisition Corp.

on May 16, 2022).

TMTG Executive Employment Agreement with Phillip Juhan, dated July 7, 2021, as of the Effective

Date (incorporated by reference to Exhibit 10.12 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Amendment to Executive Employment Agreement with Phillip Juhan, dated December 31, 2021, as

of the Effective Date (incorporated by reference to Exhibit 10.13 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Executive Employment Agreement with Devin Nunes, dated January 2, 2022, as of the Effective

Date (incorporated by reference to Exhibit 10.14 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Executive Employment Agreement with Andrew Northwall, dated December 17, 2021, as of the

Effective Date (incorporated by reference to Exhibit 10.15 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

TMTG Amendment to Executive Employment Agreement with Andrew Northwall, dated December 30, 2023,

as of the Effective Date (incorporated by reference to Exhibit 10.16 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement,

dated February 2, 2024, by and among President Donald J.

Trump, DTTM Operations, LLC, and TMTG (incorporated by reference to Exhibit 10.17 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World

Acquisition Corp.

on February 12, 2024).

Order Instituting Cease-and Desist Proceedings pursuant to Section 8A of the Securities Act of

1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order, dated July 20, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by

Digital World Acquisition Corp.

on July 21, 2023).

Promissory Note, dated September 8, 2022, issued to ARC Global Investments II LLC (incorporated

by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on September 8, 2022).

Administrative Services Agreement, dated as of April 5, 2023, by and between the Company and

Renatus LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on April 5, 2023).

Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023 (incorporated by

reference to Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by Digital World Acquisition Corp.

on April 26, 2023).

Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023 (incorporated by

reference to Exhibit 10.17 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by Digital World Acquisition Corp.

on April 26, 2023).

Promissory Note, dated June 2, 2023, issued to Renatus Advisors LLC (incorporated by reference to

Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on June 2, 2023).

Promissory Note, dated June 2, 2023, issued to Renatus Advisors LLC (incorporated by reference to

Exhibit 10.2 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on June 2, 2023).

Amendment No.

1 to Investment Management Trust Agreement, dated August 25, 2023, by and between

Digital World Acquisition Corp.

and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

Form of Digital World Convertible Note (incorporated by reference to Exhibit 10.1 to the Current

Report on Form 8-K, filed by Digital World Acquisition Corp.

on November 20, 2023).

Promissory Note to a certain accredited investor, dated as of November 20, 2022, (incorporated by

reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on November 22, 2023).

Form of Digital World Acquisition Corp.

Compensation Program Convertible Note (incorporated by

reference to Exhibit 10.28 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Form of Warrant Subscription Agreement, dated as of February 7, 2024, by and among Digital World

Acquisition Corp.

and certain accredited investors 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Form of Note Purchase Agreement, dated February 8, 2024, by and among Digital World Acquisition

and certain accredited investors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Form of Convertible Promissory Note, issued February 8, 2024 (incorporated by reference to

Exhibit 10.2 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on February 8, 2024).

Retention Bonus Agreement, dated as of February 9, 2024, by and among Digital World Acquisition

Corp., Trump Media & Technology Group Corp., ARC Global Investments II, LLC and General Counsel of Trump Media & Technology Group Corp (incorporated by reference to Exhibit 10.32 to Amendment No.

Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Letter Agreement, dated February 8, 2024, between Digital World Acquisition Corp.

Media & Technology Group Corp.

(incorporated by reference to Exhibit 10.34 to Amendment No.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12, 2024).

Amendment to the Warrant Agreement, dated March 15, 2024, by and among Digital World Acquisition

Corp., Continental Stock Transfer & Trust Company and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

Share Escrow Agreement, dated March 21, 2024, by and among Digital World Acquisition Corp.,

Trump Media & Technology Group Corp.

and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

ARC Escrow Agreement, dated March 21, 2024, between Digital World Acquisition Corp.

Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on March 26, 2024).

Non-ARC Class B Shareholders Escrow Agreement, dated March 21, 2024, by and among Digital World

Acquisition Corp., Arc Global Investments II, LLC and Odyssey Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

March 26, 2024).

Form of Non-Competition and Non-Solicitation Agreement (incorporated by reference to Exhibit 10.36 to the Current Report on

Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.37 to the Current Report on Form 8-K, filed by

Trump Media & Technology Group Corp.

on April 1, 2024).

Amended and Restated Promissory Note, dated August 20, 2021, issued to ARC Global

Investments II LLC (incorporated by reference to Exhibit 10.2 to the Amended to Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

on August 20, 2021).

Trump Media & Technology Group Corp.

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to

the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Letter from Marcum LLP to the Securities and Exchange Commission, dated August 15, 2023

(incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp.

on August 15, 2023).

Letter from Adeptus Partners LLC to the Securities and Exchange Commission, dated March 29, 2024 (incorporated by reference

to Exhibit 16.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on April 1, 2024).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)

under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)

under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Principal Financial Officer Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Audit Committee Charter.

Compensation Committee Charter.

Inline XBRL Instance Document.*

1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are

embedded within the Inline XBRL document).

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

1 unchanged sentence

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith

Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).

DWAC agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No.

333-256472), filed with the SEC on May 26, 2021.

Incorporated herein by reference to Amendment No.

2 to the Company’s Registration Statement on Form S-1/A (File No.

333-256472), filed with the SEC on July 26, 2021.

Incorporated herein by reference to Amendment No.

4 to the Company’s Registration Statement on Form S-1/A (File No.

333-256472), filed with the SEC on August 20, 2021.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2021.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 26, 2021.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2021.

Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 13, 2022.

Incorporated by reference to the Company’s Registration Statement on Form S-4, filed with the SEC on May 16, 2022.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 30, 2022.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2022.

Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 13, 2023.

Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to

furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Indicates a management or compensatory plan.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 1, 2024

DIGITAL WORLD ACQUISITION CORP.

/s/ Eric Swider

Interim Chief Executive Officer and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Eric Swider

Interim Chief Executive Officer and Director

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

/s/ Devin Nunes

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Devin Nunes

Chief Executive Officer

April 1, 2024

/s/ Katherine Chiles

( Principal Executive Officer )

/s/ Philip Juhan

Chief Financial Officer

April 1, 2024

( Principal Financial and Accounting Officer )

April 1, 2024

/s/ Frank Andrews

Non-Executive Chairman

/s/ Robert Lighthizer

April 1, 2024

/s/ Patrick Orlando

Patrick Orlando

Robert Lighthizer

/s/ Linda McMahon

April 1, 2024

/s/ Edward Preble

Edward Preble

Linda McMahon

/s/ Eric Swider

April 1, 2024

/s/ Jeffrey Smith

Jeffrey Smith

April 1, 2024

/s/ Kashyap Patel

April 1, 2024

Kashyap Patel

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures