Item 2. Unregistered Sales of Equity Securities
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
(a) During the quarter ended March 31, 2024, there were no unregistered sales of our securities that were not reported in a Current Report on Form 8-K.
(b) As previously reported, on September 8, 2021, Digital World completed its initial public offering (the “ IPO ”) of
28,750,000 units (“ Units ”), which included 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consisted of one share of Class A common stock,
par value $0.0001 per share, and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per unit,
generating gross proceeds to us of $287,500,000. EF Hutton LLC acted as sole book-running manager of the IPO. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-256472). The SEC
declared the registration statements effective on September 2, 2021.
Simultaneously with the closing of Digital World’s IPO, Digital World completed the private sale of an aggregate of 1,133,484 private placement units (the “ Placement Units ”) to the Sponsor at a purchase price of $10.00 per Placement Unit, generating gross proceeds to Digital World of $11,334,840. The Placement Units are identical to the Units sold in the IPO,
except that the Placement Units are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Placement Units were issued pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended, as the transactions did not involve a public offering.
No payments for our expenses were made in the Offering described above directly or indirectly to (i) any of our directors, officers or their
associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any of our affiliates, except in connection with the repayment of outstanding loans and pursuant to the administrative support agreement disclosed
herein which we entered into with our Sponsor. There has been no material change in the planned use of proceeds from our Offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) related to the IPO.
The underwriters were paid a cash underwriting discount of $0.125 per Unit, or $13,656,250 in the aggregate, upon the closing of the IPO. In
addition, $0.35 per unit, or $10,062,500 in the aggregate was payable to the underwriters for deferred underwriting commissions. Upon the closing of the Business Combination, the Company paid $10,062,500 of the deferred underwriting fee. In
addition, 143,750 shares were issued to EF Hutton LLC upon the closing of the IPO.
The consummation of the Business Combination resulted in gross proceeds of approximately $313,891.1. The funds from the Business Combination were
used for: (i) redemptions to public shareholders – reflected in the gross proceeds of the Business Combination and (ii) payment of fees and expenses of $80,873.6.
(c) None.
Item 3.
Defaults Upon Senior Securities.
None.
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Item 4.
Mine Safety Disclosures.
Not Applicable.
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