What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-14 compared with 2024-04-01 · 1792 added, 2177 removed, 72 unchanged (98% 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

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

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, 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 TMTG’s management, including its Certifying Officers, TMTG 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 as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation as of December

31, 2024, the Certifying Officers concluded that our disclosure controls and procedures were not effective as a result of a material weakness in our internal controls over financial reporting discussed below.

Notwithstanding the identified material weakness described below, the Certifying Officers, do not believe that this deficiency had an adverse effect on our

reported operating results or financial condition, and has concluded that our financial statements and other financial information included in this Annual Report and other periodic filings present fairly, in all material respects, our financial

condition, results of operations, and cash flows for the periods presented in accordance with GAAP.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is

required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The design of any disclosure controls and procedures is also based in part upon 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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of

the Exchange Act).

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

in Internal Control—Integrated Framework (2013 framework).

Based on our assessment under this framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024 due to the material

weakness described below.

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 our annual or interim

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.

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

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

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.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Semple, Marchal & Cooper LLP (PCAOB ID:

independent registered public accounting firm, as stated in their report included herein.

Our management identified a material weakness primarily related to our failure to design and maintain formal accounting policies, processes, and controls to

analyze, and account for complex transactions as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

This material weakness did not result in any material misstatements to our consolidated financial statements or any changes to previously filed financial

Remediation Efforts with Respect to Material Weakness

TMTG is committed to remediating the material weaknesses described above and continuing remediation efforts in 2025.

We are implementing 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.

Changes in 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.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected, or which are reasonably

likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

Trump Media & Technology Group Corp.

Sarasota, Florida

Opinion on Internal Control over Financial Reporting

We have audited Trump Media & Technology Group Corp.’s (the “Company’s”) internal control over financial reporting as of December 31, 2024,

based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial

reporting as of December 31, 2024, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company

after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the

consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the

related notes (collectively referred to as “the financial statements”) and our report dated February 14, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the

effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control

over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards require that we

plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over

financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures

as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

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 the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness regarding management’s failure to design and maintain formal

accounting policies, processes and controls has been identified and described in management’s assessment.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024

financial statements, and this report does not affect our report dated February 14, 2025 on those financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1)

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

(2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

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 of compliance with the policies or procedures may deteriorate.

/s/ Semple, Marchal & Cooper, LLP

Certified Public Accountants

We have served as the Company’s auditor since 2024.

Phoenix, Arizona

February 14, 2025

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

(a) On October 10, 2024, the Company entered into a separation agreement (the “Separation Agreement”) with

Andrew Northwall, who resigned as the Company’s Chief Operating Officer effective September 28, 2024 (the “Separation Date”).

Pursuant to the Separation Agreement, Mr.

Northwall is entitled to receive (i) the unpaid balance of his base

salary for 30 days following the Separation Date, (ii) an additional lump sum payment of $60,833.33, reflecting two months’ salary, and (iii) $182,500.00, reflecting six months of regular wages, to be paid in six equal installments over 14

months following the Separation Date.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed

as Exhibit 10.15.

(b) On August 9, 2024 , Phillip Juhan , our Chief Financial Officer , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended.

Juhan sold an aggregate of 384,000 shares of our common stock in November 2024 before terminating the plan .

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

Not applicable.

PART III - OTHER INFORMATION

Directors, Executive Officers and Corporate Governance

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

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.

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.

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.

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 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

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

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

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.

Information Regarding Directors and Executive Officers .

The information required by this Item 10 relating to officers and directors and nominees for election to the Board of Directors is incorporated by reference to

the Proxy Statement.

Compliance with Section 16(a) of the Exchange Act .

If applicable, the information required by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act contained under the caption

“Delinquent Section 16(a) Reports” in the Proxy Statement is incorporated by reference to the Proxy Statement.

Code of Business Conduct and Ethics .

In accordance with the information required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of

Ethics and Business Conduct (the “Code”), which applies to its directors, officers (including the Chief Executive Officer and the Chief Financial Officer), and all other employees (collectively, the “Covered Persons” and each a “Covered

The full text of the Code is available on the Investor Relations section of the Company’s website.

The Company intends to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information

on its website.

Procedures for Shareholders to Recommend Director Nominees .

There have been no material changes to the procedures by which security holders may recommend nominees to our Board.

Audit Committee Information.

The information required by this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee is

incorporated by reference to the Proxy Statement.

Insider Trading Policy

The Company has an Insider Trading Policy which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person is aware of

material nonpublic information about the Company.

The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards.

of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

Information regarding executive compensation, compensation committee interlocks and insider participation is incorporated herein by reference to the Proxy

Statement under the caption “Executive Compensation.”

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

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

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 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.

Securities Authorized for Issuance under Share-Based Compensation Plans

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy

Security Ownership of Certain Beneficial Owners and Management

Information required by this item is incorporated herein by reference to the section captioned “Voting Securities and Principal Holders” in the Proxy

Changes in Control

On December 17, 2024, President Donald J.

Trump transferred 114,750,000 shares of TMTG common stock to the Trust, of which

he is the sole beneficiary.

is the sole trustee of the Trust and has sole voting and investment power over all securities owned by the Trust.

Management of the Company knows of no other arrangements, including any

pledge by any person or securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.

Certain Relationships and Related Transactions, and Director Independence

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.

Our board of directors has determined that Messrs.

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.

The information relating to certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement

under the captions “Transactions with Certain Related Persons” and “Proposal I — Election of Directors.”

Principal Accountant Fees and Services

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 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 or Adeptus for any other services for the years ended December 31, 2023 and 2022.

Pre-Approval Policy

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.

The information relating to the principal accounting fees and expenses is incorporated herein by reference to the Proxy Statement under the captions “Proposal

II — Ratification of Appointment of Independent Registered Public Accounting Firm.”

Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

(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)

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

(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 Index.

Exhibits that are incorporated herein by reference can

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

Form 10-K Summary.

Documents filed as part of this report

All financial statements

Report of Independent Registered Public Accounting Firm*

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, 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 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.

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

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.

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.

We believe that our audits provide a reasonable basis for our opinion.

/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.

BALANCE SHEETS

Current assets

Prepaid assets

Total Current Assets

Cash Held in Trust Account

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accrued expenses

Convertible note payable Sponsor

Convertible note payable

Income taxes - payable

Franchise tax payable

Convertible working capital loans

Advances - related party

Total Current Liabilities

Deferred underwriter fee payable

TOTAL LIABILITIES

Commitments and Contingencies

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

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

issued and outstanding

Class A common stock, $ 0.0001 par

200,000,000 shares authorized;

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;

and 7,187,500 issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficit

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these financial statements.

DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF OPERATIONS

For the Year ended

Formation and operating costs

Legal investigations costs

Franchise tax expense

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

Income tax expense

Weighted average shares outstanding of Class A common stock

Basic and diluted net loss per Class A common stock

Weighted average shares outstanding of Class B common stock

Basic and diluted net loss per Class B common stock

The accompanying notes are an integral part of these financial statements.

DIGITAL WORLD ACQUISITION CORP.

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

Stockholders’

Balance - December 31, 2021

Remeasurement of Class A common stock to redemption value

Balance - December 31, 2022

The accompanying notes are an integral part of these financial statements.

DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Year end

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on cash and marketable securities held in Trust Account

Changes in operating assets and liabilities:

Accrued expenses

Income taxes payable

Prepaid insurance

Franchise tax payable

Net cash used in operating activities

Cash flows from investing activities:

Investment of cash in Trust Account

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 convertible Sponsor note

Proceeds from working capital loan

(Repayment of) Proceeds from advances – related party

Redemption of shares

Net cash provided by financing activities

Net change in cash

Cash at beginning of period

Cash at end of period

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.

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

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.

As of December 31, 2023, the Company had not yet commenced operations.

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.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

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 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.

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).

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.

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.

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 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 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.

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 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 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.

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.

Proposed Business Combination

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”).

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.

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.

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.

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.

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 $ 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 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, 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

(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, 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 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.

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.

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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

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.

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.

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.

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 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 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 $ 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).

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 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.

RELATED PARTY TRANSACTIONS

Class B common stock

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.

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.

The Company has agreed to pay the affiliate of the Sponsor $ 15,000 per month for these services.

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 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.

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, 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.

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 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.

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 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

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

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.

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.

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.

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, 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 .

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, 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.

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:

in whole and not in part;

at a price of $ 0.01 per warrant;

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;

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.

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 $ 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

Total deferred tax assets

Valuation Allowance

Deferred tax asset, net of allowance

Below is breakdown of the income tax provision.

For the Year Ended

December 31, 2023

For the Year Ended

December 31, 2022

State and local Current

Change in valuation allowance

Income tax provision

As of December 31, 2023 and 2022, the Company had $ 0

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.

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

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, 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

December 31, 2023

For the Year Ended

December 31, 2022

Federal income taxes at 21.00 %

State tax, net of Federal benefit

Change in valuation allowance

Provision for income tax

The effective tax rate differs from the statutory tax rate of 21 %

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.

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, 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

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

Semple, Marchal & Cooper, LLP, PCAOB Firm ID No.

Financial Statement Schedules

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the

Consolidated Financial Statements or notes thereto contained in this Annual Report on Form 10-K.

Exhibits required by Item 601 of Regulation S-K

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.

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.

(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.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by

Digital World Acquisition Corp.

on September 9, 2021).

Second Amended and Restated Certificate of Incorporation of Trump Media & Technology Group Corp.

(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).

(incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1, filed by Digital World Acquisition Corp.

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.

(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.

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, 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.

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).

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.

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.

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.

Description of Registrant’s Securities

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).

Registration Rights Agreement, dated September 2, 2021, by and among Digital World

Acquisition Corp.

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.

(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).

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.

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.

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.

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.

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.

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.

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.

TMTG Second Amendment to Executive Employment Agreement with Phillip Juhan, dated March 8, 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.

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.

TMTG Amendment to Executive Employment Agreement with Devin Nunes, dated March 7, 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.

TMTG Addendum 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.

TMTG Amendment to Executive Employment Agreement with Andrew Northwall, dated March 7, 2024.

TMTG Second Amendment to Executive Employment Agreement with Andrew Northwall, dated March 11, 2024.

Separation Agreement, dated October 3, 2025, by and between Andrew Northwall and the Company.

Form of Private TMTG Executive & Consultant Convertible Promissory Note

Second Amended & Restated License, Likeness, Exclusivity and Restrictive Covenant Agreement, dated February 2, 2024, by and among President Donald J.

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.

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.

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 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.

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 Convertible Promissory Note, issued February 8, 2024 (incorporated by reference to

Form of Note Purchase Agreement, dated February 8, 2024, by and among Digital World Acquisition Corp.

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).

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.

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.

4 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp.

on February 12,

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.

and Trump 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.

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.

on March 18, 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.

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.

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.

ARC Escrow Agreement, dated March 21, 2024, between Digital World Acquisition Corp.

and Odyssey 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.

on 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).

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.

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.

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).

Standby Equity Purchase Agreement between Trump Media & Technology Group Corp.

and YA II PN, LTD., dated July 3, 2024.

(incorporated by reference to Exhibit 10.3 to

the Current Report on Form 8-K, filed by Trump Media and Technology Group Corp.

on July 3, 2024)

Asset Acquisition Agreement, dated July 3, 2024, by and among the Company, WorldConnect Technologies, L.L.C., WorldConnect IPTV Solutions, LLC and JedTec, L.L.C.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on July 3, 2024).

Amended and Restated Option Agreement, dated July 3, 2024, by and between WorldConnect Technologies, L.L.C., Perception Group, Inc., Perception TVCDN Ltd., and FORA,

FOrum RAčunalništva, d.o.o.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on July 3, 2024).

Registration Rights Agreement, dated August 9, 2024, by and among the Company, WorldConnect IPTV Solutions, LLC and JedTec, L.L.C.

(incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K, filed by Trump Media & Technology Group Corp.

on August 9, 2024).

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.

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.

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.

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 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).

Trump Media & Technology Group Corp.

Insider Trading Policy

List of Subsidiaries of Trump Media & Technology Group Corp.

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Executive Compensation Recovery Policy

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.

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Inline XBRL Taxonomy Extension Labels Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

Filed herewith.

1 unchanged sentence

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.

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

Form 10-K Summary

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (SEMPLE, MARCHAL & COOPER, LLP PCAOB ID # 178 )

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2024, 2023, and 2022

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

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

Sarasota, Florida

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Trump Media & Technology Group Corp.

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of

operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of

December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 14, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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

Our responsibility is to express an opinion on the Company’s consolidated 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.

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 audit to obtain reasonable assurance about whether the consolidated

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

Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to

the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical

audit matter or on the accounts or disclosures to which it relates.

Valuation of TMTG Earnout Shares

Description of the Matter

As described in Note 1 and Note 3 to the consolidated financial statements and in the consolidated statements of stockholders’ equity, the fair value of TMTG Earnout Shares on

the date of closing of the merger with Digital World Acquisition Corp.

was determined by the Company to be approximately $2.5 Billion.

This amount was recorded as an increase to accumulated deficit and paid in capital,

respectively, in the same amount.

How We Addressed the Matter in Our Audit

The Company engaged a valuation specialist to determine the fair value of the TMTG Earnout Shares.

This specialist utilized a Monte Carlo simulation analysis to determine the

fair value of the Earnout Shares at the date of the merger.

Auditing the reasonableness of the Monte Carlo simulation analysis involved complex mathematical models and valuation assumptions.

The primary procedure to address

this audit matter included retention of an additional independent valuation specialist to reperform the Monte Carlo analysis and comment on the appropriateness of the underlying assumptions.

Further, we reviewed the reports of

the valuation experts, the methodology used for the respective valuation reports and the significant assumptions used therein.

We reviewed the reports under the guidance contained in the applicable PCAOB Auditing Standards and

concluded that the valuations arrived at in the reports were prepared in accordance with the standards applicable to their profession, used reasonable assumptions, in light of the facts and circumstances and were not

materially different.

/s/ Semple, Marchal & Cooper, LLP

Certified Public Accountants

We have served as the Company’s auditor since

Phoenix, Arizona

February 14, 2025

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets as of December 31, 2024 and December 31, 2023 and Statements of Operations, Stockholders’ (Deficit)/Equity and Cash Flows for the years

ending December 31, 2024, December 31, 2023 and December 31, 2022

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Consolidated Balance Sheets

(in thousands except share and per share data)

December 31, 2024

December 31, 2023

Current Assets:

Cash and cash equivalents

Short-term investments

Prepaid expenses and other current assets

Accounts receivable, net

Total current assets

Property and equipment, net

Intangible assets, net

Right-of-use assets, net

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable and accrued expenses

Convertible promissory notes

Related party payables

Derivative liability

Unearned revenue

Current portion of long-term debt

Current portion of operating lease liability

Total current liabilities

Long-term operating lease liability

Long-term debt - Other

Convertible promissory notes

Derivative liability

Total liabilities

Commitments and contingencies (Note 16)

Stockholders’ Equity/(Deficit):

Preferred Stock $ 0.0001

par value – 1,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2024 and December 31, 2023

Common Stock $ 0.0001

par value – 999,000,000 shares authorized, 220,657,016 and 87,500,000 shares issued

and outstanding at December 31, 2024 and December 31, 2023

Paid in Capital

Treasury Stock

Accumulated Deficit

( 2,945,185.7

Total stockholders’ equity/(deficit)

Total liabilities and stockholders’ equity/(deficit)

The Notes to the Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Consolidated Statements of Operations

(in thousands except share and per share data)

Operating costs and expenses (1)

Cost of revenue

Research and development

Sales and marketing

General and administration

Depreciation and amortization

Total operating costs and expenses

Loss from operations

Interest income

Interest expense

Change in fair value of derivative liabilities

Loss on the conversion of convertible debt

(Loss)/income from operations before income taxes

Income tax expense

Net (loss)/income

(Loss)/earnings per Share attributable to common stockholders:

Weighted Average Shares used to compute net loss/earnings per share attributable to common stockholders:

(1) Costs of operating expenses include stock-based compensation expense as follows:

Research and development

General and administration

Total stock-based compensation expense

* Loss per share attributable to common stockholders for diluted calculation is

based on the Basic weighted shares as these are not dilutive.

The Basic and diluted loss per share attributable to common stockholders are therefore the same.

The Notes to Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Consolidated Statements of Stockholders’ (Deficit)/Equity

(in thousands, except share data)

Treasury Stock

Paid in Capital

Stockholders’

(Deficit)/ Equity

Retroactive application of recapitalization to January 1, 2022

Balance as of December 31, 2022

Balance as of December 31, 2023

Issuance of earnout shares

( 2,477,550.2

Conversion of convertible notes upon reverse capitalization

Stock based compensation

Issuance of common stock upon reverse capitalization

Exercise of warrants

Conversion of convertible notes in common stock

Common stock issued for cash

Acquisition of WCT, net of offering costs

Common stock for ARC settlement

Treasury stock

Balance as of December 31, 2024

( 2,945,185.7

The Notes to the Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Consolidated Statements of Cash Flows

(in thousands)

Cash flows from operating activities

Net (loss)/income

Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash interest expense on debt

Change in fair value of derivative liability

Depreciation and amortization

Loss on extinguishment of debt

Stock based compensation

Operating lease amortization

Change in operating assets and liabilities

Related party receivable/payable

Prepaid expenses and other current assets

Accounts receivable

Unearned revenue

Operating lease liabilities

Accounts payable and accrued liabilities

Net cash used in operating activities

Cash flows used in investing activities

Purchases of property and equipment

Acquisition of WCT

Purchase of short-term investments

Net cash used in investing activities

Cash flows provided by financing activities

Proceeds of convertible promissory notes

Repayment of convertible promissory notes

Proceeds from merger

Repurchase of common stock

Proceeds from the issuance of common stock

Proceeds from the exercise of warrants

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental disclosure of cash flow information

Cash paid for interest

Cash paid for taxes

Noncash investing and financing activities

Shares issued for conversion of convertible notes

Operating lease assets obtained in exchange for operating lease obligations

Common stock issued for acquisition of WCT

Common stock issued for underwriter fees

The Notes to the Consolidated Financial Statements are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands, except share and per share data)

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying consolidated financial statements include the historical accounts of Trump Media & Technology Group Corp.

(“TMTG”), which changed its name from Trump Media Group Corp.

in October 2021.

The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back.

TMTG operates Truth Social, a

social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations and Truth+, a streaming platform focusing on news, Christian content, and family friendly programming.

March 25, 2024, TMTG consummated the Merger Agreement dated October 20, 2021, between Digital World Acquisition Corp.

(“Digital World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as

amended on May 11, 2022, August 9, 2023 and September 29, 2023.

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a

wholly owned subsidiary of Digital World, and with TMTG’s stockholders receiving 87,500,000 shares of Digital World Class A

common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG

common stock, which is in substance, a continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534

shares of New Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.

Notwithstanding the legal form of the Business Combination pursuant to the Merger Agreement, the Business Combination has been accounted

for as a reverse recapitalization in accordance with U.S.

GAAP because TMTG is the operating company and has been determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic

805, Business Combinations (“ASC 805”), while Digital World is a blank check company.

The determination is primarily based on the evaluation of the following facts and circumstances:

The pre-combination equity holders of Private TMTG hold the majority of voting rights in TMTG;

The pre-combination equity holders of Private TMTG have the right to appoint the majority of the directors on TMTG’s Board;

Private TMTG senior management (executives) are the senior management (executives) of TMTG;

Operations of Private TMTG comprise the ongoing operations of TMTG.

Under the reverse recapitalization model, the Business Combination was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or

intangible assets recorded.

While Digital World was the legal acquirer in the Business Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial

statements of Predecessor TMTG became the historical financial statements of the combined company upon the consummation of the Business Combination.

As a result, the financial statements reflect (i) the historical operating results of

Predecessor TMTG prior to the Business Combination;

(ii) the combined results of Digital World and Predecessor TMTG following the closing of the Business Combination;

(iii) the assets and liabilities of Predecessor TMTG at their historical

and (iv) the Company’s equity structure for all periods presented.

In connection with the consummation of the Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and TMTG was renamed “TMTG Sub

In accordance with the applicable guidance, the equity structure has been retroactively restated in all comparative periods up to the Closing Date, to reflect

the number of shares of the Company’s common stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in connection with the Business Combination.

As such, the shares and corresponding capital amounts

and earnings per share related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Reclassifications

We revised the presentation of our statement of operations to reclassify cost of revenue as a component of operating costs and expenses, and resulted in our gross

profit no longer being presented within the consolidated statements of operations.

We revised the presentation of the statement of operations to reflect changes in the way we manage and evaluate our business due to our launch of content

streaming on Truth+.

Reclassifications of certain prior period amounts have been made to conform to the current period presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S.

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, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our

goodwill and long-lived assets, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Material estimates and assumptions reflected in the consolidated financial

statements relate to and include, but are not limited to, the valuation of convertible promissory notes, derivative liabilities, fair value of intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair

value of short-term investments, useful lives of intangibles and depreciable assets, earn-out shares and stock-based compensation.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with

All intercompany transactions have been eliminated.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash and cash equivalents

Cash and cash equivalents represents bank accounts and demand deposits held at financial institutions.

Cash and cash equivalents are held at major financial

institutions with an original maturity of 90 days or less and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations.

No losses were incurred for those balances

exceeding the limitations.

Our policy for short-term investments is to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and delivers an appropriate yield in relationship to our investment

guidelines and market conditions.

We utilize repurchase agreements, which are used to purchase United States Treasury Bills from a third-party seller, which are accounted for as secured borrowings under which the seller pledges its securities

as collateral to secure a loan from us, which is equal in value to the estimated fair value of the pledged collateral.

The seller retains beneficial ownership of the pledged collateral.

At the maturity of the repurchase agreements, the seller

is required to repay the loan plus accrued interest and concurrently receives back its pledged collateral from us.

We may renew the agreements at the then prevailing financing rate for the same or other securities.

We may be required to

transfer additional cash in the event the fair value of the collateral pledged exceeds the loan balance.

Our repurchase agreements are based the September 1996 version of the Bond Market Association Master Repurchase Agreement, which

generally provides that the lender, as buyer, is responsible for obtaining collateral valuations from a generally recognized source agreed to by both the Company and the seller, or, in an instance when such source is not available, the value

determination is made by the lender.

Our repurchase agreements are expected to range from 1 to 3 days in duration and the purchase price will be equal to the repurchase price, reducing our exposure to significant market fluctuations and other variables that may

result in decline of the fair value of the securities purchased.

We intend to renew our repurchase agreements immediately upon the termination of the preceding repurchase agreement to increase our potential to generate interest income.

repurchase agreements are reported at the unpaid balance, net of any allowance for expected losses.

No expected credit losses were recorded as of December 31, 2024.

Prepaid expenses and other current assets

Other current assets consist of receivables for proceeds from warrant exercises, deferred cost associated with the issuance of our common stock, retainers for

professional services, prepaid rent, insurance and prepaid data costs.

Prepaid and deferred costs are amortized proportionally to their utilization in our operations.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation.

Depreciation is calculated on the straight-line basis over the estimated useful lives of

Useful lives for property and equipment are as follows:

Furniture and equipment

Computer equipment

Expenditures which substantially increase value or extend useful lives are capitalized.

Expenditures for maintenance and repairs are charged to operations as

Gains and losses are recorded on the disposition or retirement of property and equipment based on the net book value and any proceeds received.

Long-lived fixed assets held and used are reviewed for impairment when events or changes in business circumstances indicate that the carrying amount of the assets

may not be fully recoverable.

Circumstances such as the discontinuation of a line of service, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset is being used, a history of operating

or cash flow losses or an adverse change in legal factors or in TMTG climate, among others, may trigger an impairment review.

If such indicators are present, TMTG performs undiscounted cash flow analyses to determine if impairment exists.

asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset.

If impairment is determined to exist, any related impairment loss is calculated based on fair value.

There were no

triggering events identified that necessitated an impairment test over property and equipment.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

See Note 6 - Property and equipment for

further detail.

Software development cost

We expense software development costs, including costs to develop software products or the software component products to be sold, leased, or marketed to external users, before technological

feasibility is reached.

Technological feasibility typically is reached shortly before the release of such products.

As a result, development costs that meet the criteria for capitalization were not material for the periods presented.

Software development cost also includes costs to develop software to be used solely to meet internal needs and cloud-based applications used to deliver our services.

We capitalize development costs

related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Costs capitalized for developing such

software applications were not material for the periods presented.

Additionally, we acquired capitalized software through a business acquisition (see Note 4, Business Acquisition).

Goodwill and other intangible assets

Goodwill and indefinite-lived intangible assets are assessed for impairment annually, or more frequently, if events occur that would indicate a potential

reduction in the fair value of a reporting unit below its carrying value.

We perform our annual impairment review of goodwill at the reporting unit level.

If we determine the fair value of the reporting unit’s goodwill or other

indefinite-lived intangible assets is less than their carrying value as a result of an annual or interim test, an impairment loss is recognized and reflected in operating income or loss in the consolidated statements of operations during the

period incurred.

We perform our impairment assessment based on a quantitative analysis performed for our reporting unit.

We review finite-lived intangible assets for impairment whenever an event occurs or circumstances change that indicate that the carrying amount of such assets

may not be fully recoverable.

Recoverability is determined based on an estimate of undiscounted future cash flows resulting from the use of an asset and its eventual disposition.

Should an asset not be recoverable, an impairment loss is

measured by comparing the fair value of the asset to its carrying value.

If we determine the fair value of an asset is less than the carrying value, an impairment loss is recognized in operating income or loss in the consolidated statements

of operations during the period incurred.

As of December 31, 2024, we believe such assets are recoverable;

however, there can be no assurance these assets will not be impaired in future periods.

future impairment charges could adversely impact our results of operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the year ended December 31, 2024, we recognized $ 2,236.9

of amortization expense on our intangible assets.

Revenue recognition

We record revenue in accordance with ASC 606.

We determine the amount of revenue to be recognized through application of the following steps- Identification of the

contract, or contracts with a customer;

- Identification of the performance obligations in the contract;

- Determination of the transaction price;

- Allocation of the transaction price to the performance obligations in the contract;

Recognition of revenue when or as we satisfy the performance obligations.

We entered into advertising contractual arrangements with advertising manager service companies.

The advertising manager service companies provide advertising

services through their Ad Manager Service Platform on our Truth Social website to customers.

We determine the number of Ad Units available on our Truth Social website.

The advertising manager service companies have sole discretion over the

terms of the auction and all payments and actions associated therewith.

Prices for the Ad Units are set by an auction operated and managed by these companies.

We have the right to block specific advertisers at its sole reasonable discretion,

consistent with applicable laws, rules, regulations, statutes, and ordinances.

We are an agent in these arrangements, and recognizes revenue for our share in exchange for arranging for the specified advertising to be provided by the advertising

manager service companies.

The advertising revenues are recognized in the period when the advertising services are provided on a net basis.

Unearned revenue

Unearned revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers

or annual licenses and is recognized as services are performed or ratably over the life of the license.

We generally invoice customers in advance or in milestone-based installments.

Unearned revenue of $ 3,402.4 was recognized as revenue for the year ended December 31, 2024, which was included in the unearned revenue balance as of December 31,

As December 31, 2024, unearned revenue is expected to be recognized during the succeeding 12 -month period and is therefore

presented as a current liability on the consolidated balance sheets.

Cost of revenue

Cost of revenue primarily encompasses expenses associated with generating advertising revenue and direct costs associated with the acquisition and licensing of

content, and streaming delivery cost of our content delivery network, excluding depreciation and amortization expense.

Research and development

Research and development expenses consist primarily of personnel-related costs, including salaries, benefits and stock-based compensation, for our engineers and

other employees engaged in the research and development of our products and services.

In addition, research and development expenses include allocated facilities costs, and other supporting overhead costs.

Sales and marketing

Sales and marketing expenses consist primarily of personnel-related costs, including salaries, commissions, benefits and stock-based compensation for our employees

engaged in sales, sales support, business development and media, marketing, and customer service functions.

In addition, sales and marketing-related expenses also include advertising costs, market research, trade shows, branding, marketing,

public relations costs, allocated facilities costs, and other supporting overhead costs.

We expense sales and marketing cost in the period in which they are incurred.

Sales and marketing expenses were $ 6,383.7 , $ 1,279.6 and $ 625.9 for the years

ended December 31, 2024, 2023 and 2022, respectively.

General and administration expenses

General and administration expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation for our executive,

finance, legal, information technology, corporate communications, human resources, and other administration employees.

In addition, general and administration expenses include fees and costs for professional services (including third-party

consulting, legal, and accounting services), facilities costs, and other supporting overhead costs that are not allocated to other departments.

Stock-based compensation

We have granted restricted stock units (RSUs) vesting solely upon the continued service of the recipient.

We recognize the accounting grant date fair value of

the stock-based awards as compensation expense over the required service period of each award.

Stock-based awards are accounted for using the fair value method.

RSU’s are measure based on the fair market value of the underlying common stock on their

respective accounting grant dates.

We use the straight-line amortization method to recognize stock-based compensation expense over the service period of the award.

We record forfeitures when they occur, based on our lack of historical data

available to estimate an appropriate forfeiture rate.

Changes in our forfeiture rate can have a significant impact on our stock-based compensation expense since the cumulative effect of adjusting the forfeiture rate is recognized in the

period in which the estimate is changed.

Upon vesting or forfeiture of RSUs, we eliminate deferred tax assets for RSUs with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a

separate award.

For the RSUs granted, the number of shares of common stock issued on the date the RSUs vest is net of the minimum statutory withholding requirements that we pay

in cash to the appropriate taxing authorities on behalf of our employees.

The obligation to pay the relevant taxing authority is contingent upon continued employment.

In addition, the amount of the obligation is unknown, as it is based in

part on the market price of our common stock when the awards vest.

We accounted for the Executive & Consultant Promissory Notes as a liability award under ASC 718 as the Executive & Consultant Promissory Notes could be

converted into a variable number of shares upon a Change of Control event and the executives had the sole discretion to extend the Maturity Date which could result in us being required to settle the Executive & Consultant Promissory Notes

We remeasured the fair value of the Executive & Consultant Promissory Notes at their settlement date and recorded stock-based compensation expense for these awards.

We issued shares of our common stock pursuant to our acquisition of WCT for achieving operational milestones related to the opening of future data centers, which were compensatory in nature.

estimated allocation of shares as compensation was based upon the estimated fair value of services to be provided divided by the closing price of our common stock on the date of acquisition.

Compensation expense related to these shares was

recorded at the fair value of the common stock when the milestones were achieved during October 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is

recognized in income in the period that includes the enactment date.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained.

Income tax amounts are therefore recognized

for all situations where the likelihood of realization is greater than 50%.

Changes in recognition or measurement are reflected in income tax expense in the period in which the change in judgment occurs.

Accrued interest expense and penalties

related to uncertain tax positions are recorded in Income Tax Expense/(Benefit).

See Note 9 - Income Taxes.

We lease office and data center space in various locations.

We determine whether a contract contains a lease at contract inception.

We have lease agreements with

lease and non-lease components and have elected to account for such components as a single lease component.

We initially recognize and measure contracts containing a lease and determine lease classification at commencement.

Right-of-use (ROU) assets and operating lease

liabilities are measured based on the estimated present value of lease payment over the lease term.

In determining the present value of lease payments, we use our estimated incremental borrowing rate when the rate implicit in the lease cannot

be readily determined.

The estimated incremental borrowing rate is based upon information available at lease commencement.

The lease term includes periods covered by options to extend when it is reasonably certain that options as well as

periods subsequent to an option to terminate the lease if it is reasonably certain we will not exercise the termination option.

Operating lease costs are recognized on a straight-line basis over the lease term.

Variable lease costs, such as

management fees, insurance, and common area maintenance, are not included in the measurement of ROU assets and lease liabilities and are expensed as incurred.

On our balance sheets, assets and liabilities associated with operating leases

are included within right-of-use assets, net, current portion of operating lease liabilities and long-term operating lease liabilities.

We evaluate our 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 sheets 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.

We accounted for the warrants and earnout in accordance with the guidance contained in ASC 815-40.

We have determined that the warrants qualify for equity treatment in our consolidated financial

Business combinations

We include the results of operations of acquired businesses as of the respective acquisition dates.

Purchase price is allocated to the tangible and

intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill.

If applicable, we estimate the fair value of contingent consideration payments in determining the purchase

Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of changes in depreciation, amortization or other income resulting from

such changes calculated as if the accounting had been completed at the acquisition date.

Contingent consideration is adjusted to fair value in subsequent periods as an increase or decrease in general and administration expenses.

Acquisition-related costs are expensed as incurred.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a

liability has been incurred and the amount can be reasonably estimated.

We have no liabilities recorded for loss contingencies.

Concentrations of risks

Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments.

Although we deposit

cash and cash equivalents with multiple banks, these deposits may exceed the amount of insurance provided on such deposits.

These deposits may generally be redeemed upon demand and bear minimal risk.

One customer accounted for 94.0 %, 88.5 % and 77.0 % of our total

revenue for the years ended December 31, 2024, 2023 and 2022, respectively.

In order to reduce the risk of downtime of the products we provide, we have established data centers in various

geographic regions.

We have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities.

We serve our customers and users from data center facilities operated either by us or

third parties.

Even with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.

Recently issued accounting standards

In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” or ASU 2023-09.

ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid.

ASU 2023-09 is effective on a prospective basis, with the option for retrospective

application, for annual periods beginning after December 15, 2024 and early adoption is permitted.

We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40):

Disaggregation of Income Statement Expenses ASU 2024-03 is effective

prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim

reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Adoption of this guidance will result in additional disclosures, but we do not expect the adoption of ASU 2024-03 will impact our consolidated financial position,

results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20):

Debt with Conversion and Other Options.

ASU 2024-04 clarifies the assessment of whether a

transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

ASU 2024-04 is effective for reporting periods

beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted for entities that have adopted ASU 2020-06.

We do not expect the adoption of ASU 2024-04 to have a material impact on our

consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”.

ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock.

For convertible

instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion

features no longer are separated from the host contract.

ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s

Own Equity, and clarify the scope and certain requirements under Subtopic 815-40.

In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts in an entity’s

ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Board specified that an entity should adopt the guidance as

of the beginning of its annual fiscal year.

We have adopted ASU 2020-06 effective as of January 1, 2024.

The adoption of ASU 2020-06 did not have a material effect on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” or ASU 2023-07.

ASU 2023-07 enhances

the disclosures required for reportable segments on an annual and interim basis.

ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after

December 15, 2024.

We adopted ASU 2023-07 for the fiscal year-ended December 31, 2024.

The additional disclosure requirements of ASU 2023-07 did not have a material impact on our consolidated financial statements.

NOTE 3 - RECAPITALIZATION

As discussed in Note 1, following the Closing of the

Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.

Transaction Proceeds

Upon the Closing, we received gross

proceeds of $ 233,017.5 .

The following table reconciles the

elements of the Business Combination to the Consolidated statements of cash flows and the Consolidated statements of changes in stockholders’ equity (deficit) for the year ended December 31, 2024:

Cash-trust and cash, net of redemptions

accrued expenses

notes payable

Reverse recapitalization, net

In connection with the Merger, TMTG

incurred $ 1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in

general and administration expenses.

TMTG also issued $ 6,130.0 of bonus payments to our employees and a director of Private TMTG that

were triggered by the Merger.

We recorded $ 5,530.0 and $ 600.0 in general and administration expense and sales and marketing expense, respectively, for the year ended December 31, 2024.

TMTG deems these to be non-recurring expenses that are not direct and incremental

to the Merger.

The number of shares of common stock issued immediately

following the consummation of the Business Combination were:

Digital World common stock, outstanding prior to the Business Combination

Shares issued to Digital World convertible noteholders, converted immediately prior to Business Combination

Predecessor TMTG Shares (1)

Shares issued to former TMTG convertible noteholders

Common stock immediately after the Business Combination (2)

Includes 614,640 shares outstanding and held in escrow.

Excludes 1,024,517 additional shares issued to former Digital World Class B shareholders in connection with a court order in September 2024.

The number of Predecessor TMTG shares was determined as follows:

Predecessor TMTG

Shares issued to

shareholders of

Predecessor TMTG

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Public and private placement warrants

In connection with Digital World’s initial public offering

in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”;

and the Private Placement Warrants together with the Public Warrants, collectively the

“Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company.

Additionally, 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 agreed to issue an aggregate of 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50

The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and 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.

TMTG Earnout Shares

As noted in Note 1, in connection with the Merger, TMTG

shareholders were entitled to up to 40,000,000 shares if certain post-merger per share market prices were achieved.

We utilized a Monte Carlo simulation analysis to determine

the fair value of the Earnout Shares at the date of the merger, which included the following assumptions:

The Monte Carlo simulation conclusion for each tranche of

the Earnout Shares was the result of the average of 1,000,000 trial outcomes.

Within each trial of the simulation:

The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after

the Merger date.

The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $ 12.50 , $ 15.00 , and $ 17.50 .

The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million)

multiplied by the simulated stock price at the vest date, which varied with each simulation.

The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 %

Volatility was calculated as the annualized standard

deviation of daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche.

The 75th percentile of GPC volatilities was selected given our early stage life cycle relative to the GPC set.

The accounting for

the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement.

Because there were no service conditions nor any requirement of the participants to provide goods or services, we

determined that the Earnout Shares were not within the scope of ASC 718.

Next, we determined that the Earnout Shares represent a

freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40.

Based upon the analysis, we concluded that the Earnout Shares should not be classified as a liability under ASC 480.

We next considered the equity classification conditions in

ASC 815-40-25 and concluded that all of the conditions were met.

Therefore, the Earnout Share arrangement was appropriately classified in equity.

As the merger has been accounted for as a reverse

recapitalization, the fair value of the Earnout Shares arrangement has been accounted for as an equity transaction as of the closing date of the merger.

On April 26, 2024, the Earnout Shares had been earned and

such shares were issued.

NOTE 4 – BUSINESS ACQUISITION

Acquisition of World Connect Technologies, LLC

On August 9, 2024, we completed the acquisition of substantially all of the assets and liabilities of WorldConnect Technologies, LLC (“WCT”), which included the source

code, an option agreement dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA FOrum RAčunalništva, d.o.o., as amended and restated (each of the parties thereto other

than WCT, collectively, “Perception”), as well as agreements related to the source code purchase and support and maintenance.

We incurred $ 942.6

in non-recurring transaction costs in connection with the acquisition, which were recognized within general and administration expense.

We believe the acquisition will allow us to provide ultra-fast streaming technology powered through our

custom-designed, multi-site CDN using our own servers, routers, and software stack, created with the goal of rendering the service uncancellable by Big Tech.

We funded the acquisition in exchange for an estimated aggregate consideration of up to $ 132,171.0 , consisting of:

2,600,000 newly-issued shares of our common stock, equal in value to $ 68,146.0 at our common stock’s closing price on August 9, 2024.

Contingent consideration upon achieving operational milestones related to the opening of future data centers, as set forth in the Asset Acquisition Agreement, 2,442,770 newly-issued shares of our common stock, equal in value to $ 64,025.0 at our common stock’s closing price on August 9, 2024.

Each milestone is accounted for as a separate unit of account and the common stock to be issued meets the

criteria for equity classification pursuant to ASC 815.

As of December 31, 2024, all milestones have been achieved and shares of our common stock underlying the contingent consideration have been issued.

Assumption of a $ 17,500.0 liability payable over three years to Perception for the exercise of the Source Code Purchase Agreement, with an estimated net present value on the acquisition

date of $ 16,313.2 .

of the assumed liability was paid upon closing.

57,230 newly-issued shares of our common stock were

issued to WCT pursuant to achieving operational milestones related to the opening of future data centers, which were compensatory in nature due to project management services WCT provided relating to opening our data centers outside the scope of

our written agreement with them.

The allocation of shares as compensation was based upon the estimated fair value of services to be provided divided by the closing price of our common stock on August 9, 2024.

Compensation expense related to these

shares was recorded at the fair value of the common stock when the milestones were achieved during October 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the fair values of the WCT assets acquired and liabilities assumed:

Fair value of assets acquired:

Source code and technology

Exclusivity rights

Amount attributable to assets acquired

Fair value of liability assumed:

Amount attributable to liability assumed

Total purchase price

The goodwill consists largely of the expected cash flows and future growth anticipated for the Company from acquiring the assets.

The goodwill is deductible for tax

We valued the source code and technology by applying the multi-period excess earnings method, which is a form of the income approach.

The principle behind this

valuation method is that the value of an intangible asset is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges.

Projected cash flows were

discounted using a rate of return reflecting the relative risk of achieving the cash flows as well as the time value of money.

Our valuation of exclusivity rights used the with or without method, which estimates fair value by calculating the

difference between two discounted cash flow models;

one that represents the status quo for the business enterprise with the asset in place, and another without it.

The projected cash flows were then discounted using a rate of return reflecting the

risk and uncertainty of their achievement relative to the overall business.

The acquired finite-lived intangible assets have a total weighted-average amortization period of 5.00 years.

Pro forma financial information is not presented because the acquisition was not material to our financial statements pursuant to Rule 3-05 of Regulation S-X.

As of December 31, 2024, $ 9,616.7 of the assumed debt

remained outstanding and for the year ended December 31, 2024, $ 303.5 of interest expense was accreted.

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in our goodwill balance:

Balance at December 31, 2023

Goodwill related to acquisitions

Balance at December 31, 2024

Finite-lived intangible assets, net are summarized as follows:

December 31, 2024

Gross Carrying

Finite-lived intangible asset

Source code and technology

Exclusivity rights

Intangible assets, net

Amortization expense was $ 2,236.9 for the year ended

December 31, 2024.

As of December 31, 2024, the weighted-average remaining amortization period for amortizable intangible assets was 4.60

Based on the balance of finite-lived intangible assets at December 31, 2024, expected future amortization expense is as follows:

Year Ending December 31:

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

(in thousands)

December 31, 2024

December 31, 2023

Property and equipment

Furniture and equipment

Computer equipment

Accumulated depreciation

Property and equipment, net

Total depreciation expense was $ 697.0 , $ 60.4 and $ 59.1 for the years ended

December 31, 2024, 2023 and 2022 respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

(in thousands)

December 31, 2024

December 31, 2023

Accounts payable

Other accrued expenses

Income tax payable

Franchise tax payable

Accounts payable and accrued expenses

NOTE 8 - LEASES

During the years ended December 31, 2024 and 2023, we recognized additional

ROU assets and lease liabilities of $ 3,481.7 and zero , respectively.

We elected to not recognize ROU assets and lease liabilities arising from short-term office leases with initial terms of twelve months or less (deemed immaterial)

on the consolidated balance sheets.

When measuring lease liabilities for leases that were classified as operating

leases, we discounted lease payments using its estimated incremental borrowing rate.

The weighted average incremental borrowing rate applied was 7.86 %.

As of December 31, 2024, our leases had a remaining weighted average term of 3.69 years.

Operating leases are included in the consolidated balance sheets as follows:

(in thousands)

Classification

December 31, 2024

December 31, 2023

Operating lease cost ROU assets, net

Total lease assets

Lease liabilities

Operating lease liabilities, current

Current liabilities

Operating lease liabilities, non-current

Total lease liabilities

The components of lease costs, which are included in loss from operations in

our consolidated statements of operations were as follows:

(in thousands)

December 31, 2024

December 31, 2023

December 31, 2022

Operating lease costs

Variable lease costs

Short term lease costs

Total lease costs

Future minimum payments under non-cancellable leases for operating leases for

the remaining terms of the leases following the year ended December 31, 2024, are as follows:

(in thousands)

Total future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

NOTE 9 - INCOME TAXES

The following reconciles the total income tax benefit, based on the U.S.

Federal statutory income tax rate of 21 % for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 with TMTG’s recognized income tax expense:

(in thousands)

December 31, 2024

December 31, 2023

December 31, 2022

Statutory federal income tax expense/(benefit)

Permanent items

Non-deductible expenses

Change in valuation allowance

Income tax expense

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 are as follows:

(in thousands)

December 31, 2024

December 31, 2023

Deferred tax assets

Research, development and capital raising costs

Right of Use Assets and Liabilities

Net operating loss (NOL)

Convertible promissory notes and derivative liability

Total deferred tax assets

Deferred tax liabilities

Property and equipment

Intangible Assets

Total deferred tax liabilities

Net deferred tax assets

Valuation allowance

Net deferred tax, net of valuation allowance

As of December 31, 2024, TMTG had US Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $ 31,456.6 (December 31, 2023:

NOLs are available for use indefinitely.

NOTE 10 – RELATED PARTY TRANSACTIONS

Administrative Services Arrangement

An affiliate of the Digital World sponsor ARC agreed, commencing from the date when Digital World’s Registration Statement was declared effective through the earlier of

Digital World’s consummation of a Business Combination and its liquidation, to make available to the Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required

from time to time.

Digital World agreed to pay the affiliate of the Sponsor $ 15.0 per month for these services.

The agreement with the

Sponsor was terminated on April 5, 2023, $ 221.0 was unpaid as of December 31, 2024.

During 2022 and the year ended December 31, 2023, the Digital World Sponsor paid, on behalf of Digital World, $ 470.8 to a vendor for costs incurred by Digital World and $ 41.0

directly to Digital World.

As of December 31, 2024, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

Consulting Services Agreements

Effective June 13, 2022, Private TMTG entered into a Consulting Services Agreement with Trishul, LLC (“Trishul”).

Pursuant to such agreement and subsequent performance

by the parties thereto, Trishul provided consulting services to Private TMTG until the consulting relationship was terminated by Private TMTG effective March 25, 2024, upon the Closing of the Business Combination.

During the year ended December 31,

2024, 2023 and 2022, TMTG paid $ 38.3 , $ 131.7

and $ 50.0 , respectively, to Trishul.

As of December 31, 2024 and December 31, 2023, TMTG had an outstanding payable balance of zero to Trishul.

Trishul is owned by Kashyap “Kash” Patel, a director of TMTG since March 25, 2024, and previously a director of Private TMTG from

March 11, 2022, until March 26, 2024.

In August 2021, Private TMTG entered into a Consulting Services Agreement with Hudson Digital, LLC (“Hudson Digital”).

Pursuant to the agreement, which as amended

expires December 31, 2024, Hudson Digital provides consulting services to TMTG.

Hudson Digital also received a TMTG Executive Promissory Note in the principal amount of $ 4,000.0 , which converted into common shares immediately before the Closing (along with all other Private TMTG Convertible Notes), and a $ 600.0 retention bonus following the Closing.

During the year ended December 31, 2024, 2023 and 2022, we paid $ 840.0 ,

$ 240.0 and $ 240.0 ,

respectively, to Hudson Digital.

As of December 31, 2024 and December 31, 2023, TMTG had outstanding payable balances of zero to

Hudson Digital.

Hudson Digital is owned by Daniel Scavino, who served as a director of Private TMTG from February 16, 2023, until March 25, 2024.

Scavino has not served as an officer or director of TMTG.

In June 2024, in connection with a company event, TMTG paid $ 78.2

to Mar-a-Lago Club LLC, which is owned by the Donald J.

Trump Revocable Trust, dated April 7, 2014.

At the time of such transaction, Donald J.

Trump owned more than 5 % of TMTG’s common stock.

who serves as a director of TMTG, is currently the trustee and has sole voting and investment power over assets owned by the trust.

In October 2024, TMTG entered into separation agreements with three

former employees who resigned, including its former chief operating officer;

pursuant to these agreements, TMTG paid a cumulative total of $ 176.0

in 2024 and expects to pay a cumulative total of $ 391.2 in 2025.

NOTE 11 – CONVERTIBLE PROMISSORY NOTES AND WARRANTS

Notes 1 to 7 were Convertible Promissory Notes issued from May 2021 through October 2021 with a cumulative face value of $ 5,340.0 , maturity of 24 months from each respective issuance

date and interest was accrued at 5 % based on the simple interest method (365 days year) for each note.

Each of Notes 1-7

contemplated multiple plausible outcomes that include conversion upon a Qualified SPAC Business Combination (“SPAC”) and at least one of the following conversion triggers:

Qualified Initial Public Offering (“IPO”), private equity transaction

and/or change of control.

All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, will convert to equity.

The number of shares of Company stock to be issued to the Lender upon conversion of the

Notes in the event of a completed SPAC transaction would be the number of shares of the Company Stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding, divided

In other, non-SPAC conversion scenarios, the number of shares of Company stock to be issued to the Lender upon conversion

of the Notes was variable based on the application of an automatic discounted share-settlement feature.

For Notes 1 and 2, the number of shares of Company stock to be issued to the Lender upon a non-SPAC conversion event would be the number of

shares of Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by 40 % of the initial public offering price per share of a qualified initial public offering.

For Notes 3-7, the number of shares of Company stock to be issued to the Lender

upon a non-SPAC conversion event would be the number of shares of Company stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by 40 % of (i) the initial public offering price per share of a qualified initial public offering, (ii) the price per share as determined by the

valuation of the Company in connection with a qualified private equity raise, or (iii) in the case of a change of control, the price per share determined in accordance with the Company’s then current fair value determined by an independent

valuation firm.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Notes 8 to 12 were Convertible Promissory Notes issued from November 2021 through December 2021 with a cumulative face value of $ 17,500.0 , maturity of between 18

months and 36 months and interest was accrued at a range between 5 % and 10 % based on the simple interest method (365 days

year) for each note.

Notes 8 to 12 were convertible simultaneously with the completion of a SPAC merger agreement or IPO.

All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would be the number of shares of the Company Stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus

accrued interest on the Notes then outstanding (b) divided by either US$ 25 , US$ 21 or US$ 20 subject to the respective conditions of the

individual Notes;

provided, however, in the event that the stock price quoted for the Company on NASDAQ or The New York Stock Exchange (as applicable) at the time of the closing of the Qualified SPAC Business Combination (the “TMTG Stock

Price”) is less than either $ 50 per share, $ 42 per share, $ 40 per share subject to the respective conditions of the individual Notes, then the

Conversion Price would be reset to 50 % of the then current TMTG Stock Price subject to a floor of $ 10 per share.

Notes 13 to 18 were Convertible Promissory Notes issued from January 2022 through March 2022.

Note 19 was issued on August 23, 2023.

Notes 13 to 19 were Convertible Promissory Notes issued with a cumulative face value of $ 18,360.0 , maturity of 18 months and

interest will be accrued at a range between 5 % and 10 % based on the simple interest method (365 days year) for each note.

Notes 13 to 19 were convertible simultaneously with the completion of a SPAC merger agreement or IPO.

All outstanding principal of these

Notes, together with all accrued but unpaid interest on such principal, would convert to equity.

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would be the number of shares of the Company Stock

(rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by either US$ 25 or US$ 21 subject to the respective conditions of the individual notes.

Notes 20 to 23 were Convertible Promissory Notes issued from November 2023 through March 2024 with a cumulative face value of $ 7,955.0 , maturity of 18 months and

interest will be accrued at 10 % based on the simple interest method (365 days year) for each note.

Notes 20 to 23 were convertible

with the completion of a SPAC merger agreement or IPO.

The outstanding principal of the Notes, accrued but unpaid interest on such principal, would convert to equity.

The number of shares of Company stock to be issued to the Lender upon

conversion of the Notes in the event of a SPAC transaction s hall be the

number of shares of the Company Stock (rounded to the nearest whole share) equal to the quotient of:

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by US$ 10 .

The number of shares of Company stock to be issued to the Lender upon conversion of the Notes in the event of an IPO would be the number of shares of the Company Stock (rounded to the nearest whole share) equal to the

(a) the principal plus accrued interest on the Notes then outstanding (b) divided by 50 % of the IPO price per

On March 25, 2024, immediately before the Closing, Notes 1 to 23, and their accrued, but unpaid interest, automatically converted into an aggregate 6,014,534 shares of TMTG common stock.

Convertible notes

and warrants - 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 $ 50,000.0 in convertible promissory notes (the “Convertible Notes”).

The Convertible Notes:

(a) 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 we consummated 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”);

(b) 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”);

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 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;

(d) 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;

(e) are subject to

specified events of default;

and (f) have registration rights pursuant to the registration rights agreement entered into by the Company and the parties thereto as of September 2, 2021.

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 3,424,510 warrants (“Convertible Note Post IPO Warrants and “Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50 per share.

The Convertible Note Post IPO Warrants and Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and 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.

Investors funded

$ 10,000.0 of the $ 50,000.0

available under the Note Purchase Agreement before the closing of the merger and $ 40,000.0 immediately after Closing.

The $ 40,000.0 of proceeds was held in a restricted account and was released upon the registration of the underlying shares on June 18, 2024.

and 20, the face value of the Note Purchase Agreement was converted into 6,250,000 shares of TMTG common stock and warrants to

purchase up to 3,125,000 shares of TMTG common stock.

Conversion into Paid in Capital

At the closing

of the merger, certain Digital World and TMTG convertible notes were converted into common stock of the Company.

The carrying value of the Digital World notes converted was $ 8,228.6 and the carrying value of the TMTG notes converted was $ 300,426.0 ,

including the derivative liability.

We determined

the automatic discounted share-settlement feature upon certain events (e.g., SPAC, IPO, change in control, etc.) is an embedded derivative requiring bifurcation accounting as (1) the feature is not clearly and closely related to the debt

host and (2) the feature meets the definition of a derivative under ASC 815 (Derivative and Hedging).

Subsequent changes to the fair value of the embedded derivative flows through the Statements of Operations .

The Debt (net of initial debt discount and any related debt issuance costs recorded) is

accreted using the effective interest rate method under ASC 835 (Interest) until maturity.

The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

December 31, 2024

December 31, 2023

Convertible Promissory Notes

Notes 8 to 12

Notes 13 to 20

Notes 21 to 23

Digital World Convertible Notes

Debt Issuance costs

Carrying value of Convertible Promissory Notes

Derivative liability component

Liability component at date of issue

Interest charged

Loss on extinguishment of debt

Total liability component

Conversion to Paid in Capital

Short-term liability component

Liability component at December 31 , 2024 and December 31, 2023

Embedded feature component

Derivative liability component

Change in fair value of embedded derivative

Total Derivative Liability Component

Conversion to Paid in Capital

Short-term derivative liability component

Derivative Liability Component at December 31 , 2024 and December 31, 2023

The interest charged for the periods is calculated by applying the effective interest rate range of between 16.3 % to 100 %+ to the liability component for the period since the respective notes were issued.

NOTE 12 - FAIR VALUE MEASUREMENT

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction

between market participants.

We use a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Significant other inputs that are directly or indirectly observable in the marketplace.

Significant unobservable inputs which are supported by little or no market activity.

As of December 31, 2024

(in thousands)

Quoted prices

identical assets

Repurchase agreement

Total assets measured at fair value

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2023

(in thousands)

Quoted prices

identical assets

Current Liabilities

Derivative liability

Total liabilities measured at fair value

The fair value of the repurchase agreement is classified within Level 1, because we use quoted market prices of the

counter-party collateral to determine their fair value.

Our repurchase agreement exposes us to credit risk and is collateralized by U.S.

Treasury Bills.

We have not experienced any material losses related to these securities.

The estimated fair value of the conversion feature of the derivative liability is based on traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations.

The derivative liability component of

convertible promissory notes are classified as Level 3 due to significant unobservable inputs.

LOSS PER SHARE

Basic loss per share is

calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period.

We computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus

potentially dilutive shares of stock outstanding during the period.

Potentially dilutive shares of stock from employee incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs, convertible

notes and warrants.

There were no dilutive potential common shares for the years ended December 31, 2024 and 2023 because we

incurred a net loss and the potential dilutive shares are anti-dilutive.

For the year ended December 31, 2022, we reported net income.

Potentially dilutive shares from convertible notes were excluded as the instruments were contingently

convertible upon an IPO or merger and are excluded from earning per share until such contingency is resolved.

As such, basic and diluted earnings/loss per common share are the same.

common stock equivalents excluded from dilutive earnings/loss per share are as follows:

December 31, 2024

December 31, 2023

December 31, 2022

Convertible notes

Total common stock equivalents excluded from dilutive income/loss per share

NOTE 14 – STOCKHOLDERS’ EQUITY

At inception, the total number of shares of all classes of capital stock that the Company was authorized to issue was 11,000 shares of Company Stock, each having a par value of $ 0.000001 ,

of which 10,000 shares were issued and outstanding, and an additional 1,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.

In October 2021, the total number of shares of Common Stock authorized was increased to 110,000,000 , each having a par value of $ 0.000001 .

of the Company’s Common Stock, automatically and without any action on the part of the Company or any respective holders thereof, was reclassified into ten thousand ( 10,000 ) shares of the Company’s Common Stock, $ 0.000001 par value per share, resulting in 110,000,000 shares authorized, of which 100,000,000

shares were issued and outstanding , and an additional 7,500,000 shares were authorized for issuance in connection with the

Company’s Equity Incentive Plan .

In January 2022, the total number of shares of the Company’s Common Stock authorized was increased to 120,000,000 , each having a par value of $ 0.000001 , of which 100,000,000 shares were issued and outstanding , and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan .

In January 2024, the total number of shares of the Company’s Common Stock authorized was increased to 1,000,000,000 , each having a par value of $ 0.000001 ,

of which 100,000,000 shares were issued and outstanding.

100,000,000 of the additional authorized but unissued shares were classified as non-voting.

On March 25, 2024, in connection with the merger, Digital World amended (the second amendment) and restated its certification of incorporation.

Among other matters, Digital World’s name was changed to Trump Media and Technology Group Corp.

Additionally, the Company changed its authorized capital stock to 1,000,000,000 shares, each with a par value of $ 0.0001 per share, consisting of (a) 999,000,000

shares of common stock and (b) 1,000,000 shares of preferred stock.

On July 3, 2024, we entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”).

Pursuant to the SEPA, we shall have the right, but not the obligation, to sell to Yorkville up to $ 2,500,000.0 of its Common Stock,

subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

As consideration for Yorkville’s commitment to purchase shares at our direction upon the terms and subject to the conditions

set forth in the SEPA, on July 3, 2024 we agreed to pay YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount of $ 25.0

and (ii) a commitment fee in the form of 200,000 shares of Common Stock (the “Commitment Shares”).

We also issued to EF Hutton LLC

125,000 shares of Common Stock as consideration for acting as placement agent (the “Placement Agent Shares”).

During the year

ended December 31, 2024, Yorkville purchased 20,330,365 shares of Common Stock for prices between $ 14.31 and $ 36.98 per share,

pursuant to the terms of the SEPA.

Proceeds of these equity sales under the terms of the SEPA were $ 449,874.6 (net of $ 513.5 of offering costs) for the year ended December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On August 22, 2024, our Board authorized the repurchase of an aggregate of 128,138 shares of our common stock from certain executive officers at the prevailing market price of $ 22.70 per share, for an aggregate purchase price of $ 2,908.7 .

As consideration for the repurchase, we remitted $ 2,908.7 to the U.S.

Internal Revenue Service and certain state taxing authorities

in connection with share-based compensation awards.

Warrant Activity Summary – Issued and Outstanding

Weighted Average

Exercise Price

Weighted Average

Contractual Life

Outstanding at January 1, 2024

Expired or cancelled

Outstanding at December 31, 2024

Exercisable at December 31, 2024

NOTE 15 – STOCK BASED COMPENSATION

2024 Equity Incentive Plan

In connection with the Business Combination, TMTG’s Board adopted, and our stockholders approved, the Digital World Acquisition Corp.

2024 Equity Incentive Plan (the

“2024 Equity Incentive Plan”), which became effective on March 25, 2024.

The total number of shares of our common stock reserved and available for delivery under the 2024 Equity Incentive Plan at any time during the term of the 2024 Equity

Incentive Plan will be equal to 13,252,544 .

The following table summarizes stock award activity:

Number of Shares of

Weighted Average

Grant-Date Fair

Outstanding at January 1, 2024

Outstanding at December 31, 2024

The aggregate fair value of awards that vested in 2024 was $ 21,724.6 ,

which represents the market value of our common stock on the date that the RSUs vested.

The grant-date fair value of awards that vested in 2024 was $ 20,601.7 .

The number of RSUs vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.

As of December 31, 2024, unrecognized compensation expense related to non-vested equity grants was $ 61,313.1 with an expected remaining weighted-average recognition period of approximately 2.25

Executive & Consultant Promissory Notes

In March 2024, we issued unsecured Executive & Consultant Promissory Notes to certain executives, including each of our Named Executive Officers (“NEOs”) and one

consultant of Private TMTG in an aggregate amount of $ 10,900.0 , as consideration for their service to us through the Merger.

Executive & Consultant Promissory Notes bore a zero -coupon interest rate, and became payable at the earlier of December 31, 2024 , an Event of Default, or upon a Change in Control Event.

The Maturity Date of the Executive & Consultant Promissory Notes could

be extended at the sole discretion of each executive individually for any reason, including for the purpose of allowing the Executive & Consultant Promissory Notes to convert to stock or other securities upon a Change of Control Event.

Upon a Change of Control Event, the Executive & Consultant Promissory Notes automatically converted into either (a) shares of common stock at a fixed conversion

price of $ 10.00 per share upon consummating a merger with DWAC, or (b) a share amount equal to the quotient of the principal amount

divided by the price per share based upon the current fair value of the common stock of TMTG, for any other Change of Control Events.

On March 25, 2024, we consummated a merger between DWAC and TMTG at which time the Executive & Consultant Promissory Notes automatically converted into an

aggregate of 1,090,000 shares of our common stock.

We accounted for the Executive & Consultant Promissory Notes as a liability

award under ASC 718 as the Executive & Consultant Promissory Notes could be converted into a variable number of shares upon a Change of Control event and the executives had the sole discretion to extend the Maturity Date which could result in

us being required to settle the Executive & Consultant Promissory Notes in cash.

We remeasured the fair value of the Executive & Consultant Promissory Notes at their settlement date and recorded stock-based compensation expense for these

awards, within general and administration expense in the Statement of Operations, totaling $ 54,445.5 for the year ended December 31,

Vendor Convertible Notes

In March 2024, we issued unsecured convertible notes to certain vendors in exchange for research and development services provided.

These Vendor Convertible Notes

were issued with an aggregate face value of $ 7,500.0 , bore a zero -coupon interest rate, and had a maturity date in March 2027 .

The Vendor Convertible Notes were automatically convertible in to shares of our common stock upon consummating a merger between DWAC and TMTG at a conversion price of

$ 10.00 per share.

We measured the fair value of these Vendor Convertible Notes on their date of grant and recorded $ 30,142.5 of stock-based compensation expense, within research and development expense in the statement of operations for the year ended December 31,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

WCT Acquisition

We accounted for 57,230

of the 2,600,000 newly-issued shares of our common stock issued to WCT pursuant to achieving operational milestones related to the

opening of our data centers as compensatory in nature, due to project management services WCT provided related to opening our data centers outside the scope of our written agreement with them.

The allocation of shares as compensation was based

upon the estimated fair value of services to be provided divided by the closing price of our common stock on August 9, 2024.

Compensation expense related to these shares were recorded at the fair value of the common stock when the milestones

were achieved in October 2024.

COMMITMENTS AND CONTINGENCIES

From time-to-time, we are a party to

litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims.

We investigate claims as they arise and accrue

estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.

Based on current known facts and circumstances, we currently believe that any liabilities ultimately resulting from ordinary course

claims, and proceedings will not individually or in aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

However, the outcomes of claims legal proceedings or investigations are inherently

unpredictable and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time.

We may also receive

unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained.

The final outcome of any current or future claims or lawsuits could adversely affect our

business, financial position, results of operations or cash flows.

We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that

we have disclosed, and make adjustments as appropriate.

Consistent with the practice of many

companies, we have entered into, and continue to enter into indemnity agreements with our executive officers and certain members of our board of directors.

These indemnity agreements broadly provide for us to advance expenses (including

attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for any and all expenses, actually and reasonably incurred, in connection with the investigation, defense, settlement or appeal of such a

proceeding, in connection with matters related to their position.

These indemnity agreements provide that the indemnitee shall repay all amounts so advanced if it shall ultimately be determined by final judicial decision from where there is

no further right of appeal that the indemnitee is not entitled to be indemnified.

Except as indicated below, to the

knowledge of our management team, there is no litigation currently pending or contemplated against us, or against any of our property.

Litigation with United Atlantic

Ventures (“UAV”) in Delaware

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 Private TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes

of commercializing the various Private TMTG initiatives (the “Services Agreement”).

Neither Private TMTG nor Digital World was a party to such agreement.

On each of January 18, 2024 and February 9, 2024, Digital World received letters from

counsel to UAV, a party to the Services Agreement.

The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier.

Specifically, counsel for UAV claims that the

Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (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, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which also

threatened Private TMTG with legal action regarding UAV’s alleged rights in Private TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.

On February 28, 2024, UAV filed a

verified complaint against Private TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings (C.A.

2024-0184-MTZ).

On March 4, 2024, UAV filed an amended complaint, converting their action from a direct action to a purported derivative action, and adding members of the Private TMTG board as defendants.

On March 9, 2024, the Chancery Court

held a hearing to decide UAV’s motion to expedite proceedings.

During the oral argument, Private TMTG agreed that any additional shares of Private TMTG issued prior to or upon the consummation of the Business Combination would be placed in

escrow pending a resolution of the dispute between the parties.

The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024.

On April 2, 2024, UAV filed a motion for

leave to file a second amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state

Private TMTG maintains that the contempt claims are meritless.

On April 9, 2024, the Chancery Court granted the motion for leave to file a second amended complaint and re-assigned the case to a new judge.

On April 11, 2024, UAV filed

its second amended complaint, naming the prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.

On April 22, 2024, all of the Defendants moved to

vacate the Chancery Court’s prior order expediting the matter.

Additionally, all of the Defendants moved to dismiss the second amended complaint.

Following briefing and oral argument on the motion to vacate, on April 30, 2024, the Chancery

Court vacated the prior provisions of the March 15 order expediting the matter.

On May 6, 2024, UAV filed its Renewed Motion for Contempt of the March 15, 2024 Order against Private TMTG (“First Contempt Motion”) seeking, among other things,

to enjoin Private TMTG and related parties from prosecuting certain claims in Florida state court.

On May 8, 2024, the Chancery Court stayed discovery and granted a protective order with respect to all discovery served on Defendants and all

other persons from whom discovery was being sought.

On June 5, 2024, UAV filed for leave

to again amend its complaint.

The Chancery Court granted the motion for leave to amend on July 8, 2024, and UAV filed its Third Amended Complaint on July 9, 2024.

The Third Amended Complaint dismissed as defendants three current TMTG

directors (W.

Kyle Green, Linda McMahon, and Robert Lighthizer) and added four former Digital World directors (Frank J.

Andrews, Patrick F.

Orlando, Edward J.

Preble, and Jeffrey A.

On July 17, 2024, UAV filed a second contempt motion

against Private TMTG and TMTG (“Second Contempt Motion”) alleging additional violations of the March 15 Order.

On August 27, 2024, the Chancery Court denied both the First Contempt Motion and the Second Contempt Motion.

On July 23, 2024, all

of the defendants with the exception of Patrick F.

Orlando moved to dismiss the Third Amended Complaint.

On September 17, 2024, Mr.

Orlando moved to dismiss the Third Amended Complaint.

On October 8, 2024, UAV voluntarily dismissed Mr.

Orlando with prejudice.

The remaining defendants’ motions to dismiss are fully briefed, and remain pending subject to ongoing briefing of defendants’ motion to dismiss or stay on the basis of temporary Presidential immunity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lawsuit against ARC, Patrick Orlando,

UAV, Andrew Litinsky, and Wesley Moss in Florida

On February 26, 2024, representatives

of ARC Global Investments II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the

Business Combination was approximately 1.8 :1.

ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the

managing member of ARC, that the conversion ratio was 1.68 :1.

Digital World’s board of directors viewed these claims as an attempt

Orlando to secure personal benefits, breaching his fiduciary duty to Digital World and its shareholders.

Digital World and Private TMTG initiated a lawsuit against ARC in the Civil Division for the Twelfth Judicial Circuit Court in

Sarasota County, Florida, on February 27, 2024 (Docket No.

2024-CA-001061-NC).

The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34 :1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital World, and damages for

conspiracy with unnamed co-conspirators to interfere with the same.

The complaint also sought damages for Mr.

Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $ 18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited

only him and harmed Digital World and its shareholders.

Furthermore, the complaint sought damages for the wrongful assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets.

March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC.

On March 17, 2024, Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade

Practices Act.

Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of care, and conversion claims against Mr.

With respect to ARC, Digital World alleged aiding and abetting a breach of

fiduciary duty.

On April 3, 2024, Defendants ARC and Mr.

Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action (C.A.

2024-0184-MTZ).

Defendants ARC and Mr.

Orlando also filed that same day a motion to stay discovery in the action.

On May 29, 2024, Digital World moved

to compel discovery from ARC and Mr.

On July 15, 2024, following a July 10 hearing, the Court entered an order denying the motion to stay discovery and motion to compel.

On July 29, 2024, the Court entered an order denying the motion

to dismiss or, in the alternative, to stay the proceeding for improper venue.

Defendants ARC and Orlando appealed that order, which is scheduled for oral argument on March 19, 2025.

On August 2, 2024, Defendants ARC and Mr.

Orlando filed a

motion to stay pending appeal in the trial court.

On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add allegations against ARC and Orlando related to pre-targeting

and other misconduct as set forth in the SEC Complaint against Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants.

On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction

seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint.

On August 28, 2024, Digital World and Private

TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr.

On August 30, 2024, the trial court held a hearing to address several motions.

During the hearing,

the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their motion for temporary injunction.

The trial court also denied the motion to stay pending appeal filed by Defendants ARC and Mr.

3, 2024, Digital World and Private TMTG filed the Second Amended Complaint.

On September 4, 2024, Digital World and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and

an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction.

On September 5, 2024, Defendants ARC and Mr.

Orlando filed a motion to stay pending appeal in the Second District

Court of Appeal, which the Second District denied on October 18, 2024 (C.A.

2D2024-1780).

On September 12, 2024, the Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table

and supporting documents by September 13, 2024, at 12 p.m.

On that same day, Defendants ARC and Mr.

Orlando filed a notice of removal in the Middle District of Florida (C.A.

8:24-cv-02161).

On September 13, 2024, Digital World and Private

TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024.

On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary

injunction and contempt against ARC and Mr.

Orlando in the state court action.

On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC

Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion for

temporary injunction.

Defendants ARC and Orlando have appealed that order (C.A.

2D2024-2364).

On September 20, 2024, ARC filed its

answer, defenses, and affirmative defenses to the Second Amended Complaint.

On September 26, 2024, Defendants ARC and Orlando filed a motion to compel.

On October 1, 2024, Digital World and Private TMTG filed a motion for an order to show

cause why ARC and Mr.

Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the Court’s September 18 contempt order.

On October 3, 2024, Mr.

Orlando filed an amended motion to

dismiss the Second Amended Complaint or, alternatively, to stay the action.

On October 15, 2024, ARC filed an amended answer, defenses, and affirmative defenses to the Second Amended Complaint, counterclaim, and third-party complaint, naming

9 additional defendants:

Luis Orleans-Braganza, Lee Jacobson, Bruce J.

Garelick, Justin Shaner, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith.

On October 21, 2024, UAV, Wesley Moss, and Andrew Litinsky jointly filed

a motion to dismiss the Second Amended Complaint for failure to state a cause of action, motion to stay pending resolution of the Delaware Action, and motion to dismiss for improper venue.

On November 1, 2024, Digital World and

Private TMTG filed a supplemental brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18 contempt order.

On November 18, 2024, the Court

granted in part the October motion for order to show cause, ordering, inter alia, the appointment of a third-party vendor to re-collect all devices and files from ARC and Orlando and run search terms and a sanction against ARC and Orlando of

$ 5,000 per day from September 18 to November 8, 2024.

Defendants ARC and Orlando have filed a motion for leave to amend their

petition to appeal the September 18 order to include an appeal of the November 18 order (C.A.

2D2024-2364).

On November 21, 2024, Third-Party Defendant Shaner filed a motion to dismiss ARC’s third-party complaint, which the Court denied

on December 13, 2024.

On December 6, 2024, the Court granted in part the September 26 motion to compel filed by Defendants ARC and Orlando.

On December 16, 2024, Digital World and Private TMTG filed a fee petition to recover attorneys’ fees

pursuant to the November 18 contempt order.

On December 27, 2024, Defendants ARC and Orlando filed a motion for order to show cause for failure to comply with the December 6 order.

On January 3, 2025, Digital World and Private TMTG and

Third-Party Defendants Swider, Preble, Andrews, and Smith jointly filed a motion to dismiss ARC’s counterclaims and third-party complaint.

On January 8, 2025, Third-Party Defendant Garelick filed a motion to dismiss ARC’s counterclaims and

third-party complaint.

On January 10, 2025, Defendants ARC and Orlando filed a motion to compel production of documents, which the Court denied for failure to confer on January 22, 2025.

On January 10, 2025, Third-Party Defendant Veloso filed

a motion to dismiss ARC’s counterclaims and third-party complaint.

On January 17, 2025, Defendants ARC and Orlando filed a motion to strike, which the Court denied for failure to confer on January 22, 2025.

On January 22, 2025, the Court held a

hearing during which it heard the motion to stay pending resolution of the Delaware Action – taking the motion under advisement and scheduled an omnibus hearing to hear outstanding motions on March 7, 2025.

At the January 22, 2025 hearing,

the Court entered a temporary administrative stay of discovery as to Defendants Litinsky, Moss, and UAV pending its resolution of their motion to stay.

On January 23, 2025, Defendants ARC and Orlando filed a motion to compel production of

documents and a motion to strike.

On that same day, Third-Party Defendant Jacobson filed a motion to dismiss ARC’s counterclaims and third-party complaint.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Litigation with ARC in Delaware

On February 29, 2024, ARC filed a

lawsuit in the Court of Chancery of the State of Delaware (C.A.

2024-0186-LWW) against Digital World and its directors, alleging an impending violation of the Digital World Charter.

ARC alleged that Digital World failed to commit to issue

conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination pursuant to the Charter.

ARC claimed a conversion ratio of 1.81 :1 and sought specific performance and damages for the alleged breach of the Charter, a declaratory judgment that the certain derivative securities of Digital World should be included in the calculation

of the conversion ratio, a finding that the directors of Digital World breached their fiduciary duties, and a preliminary injunction to enjoin the Business Combination until Digital World “corrected” the conversion ratio.

TMTG defended

Digital World’s calculation of the conversion ratio and related rights.

In addition to its complaint, 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 5, 2024, the Chancery Court denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024.

Consequently, the Chancery

Court also denied ARC’s request to postpone the Business Combination vote until after a merits hearing.

The Chancery Court ruled that Digital World’s proposal to deposit disputed shares into an escrow account at the close of the Business

Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion.

The Chancery Court also found that Digital World’s public disclosures about ARC’s claims and possible conversion scenarios at the close of the

Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024, vote.

As a result, on March 21, 2024, Digital World entered into two escrow agreements with Odyssey, as follows:

(i) an escrow agreement for the benefit of ARC (the “ARC Escrow Agreement”), pursuant to which DWAC deposited into escrow

3,579,480 shares of TMTG shares of common stock (“Common Stock”), and (ii) an escrow agreement for the benefit of the Non-ARC Class

B Shareholders (the “Non-ARC Class B Shareholders Escrow Agreement,” and together with the ARC Escrow Agreement, the “Disputed Shares Escrow Agreements”), pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which amounts represent the difference between the actual conversion ratio, determined by Digital World’s board of directors upon

closing of the Business Combination (which was determined to be 1.348 :1), and a conversion ratio of 2.00 :1.

On September 16, 2024, the Chancery Court issued its order in this matter setting the conversion ratio at 1.4911 :1.

The Chancery Court ruled against ARC on a substantial majority of its claims, reducing ARC’s proposed calculation of the conversion

ratio of 1.81 :1 by approximately 70 %

and holding that the former board members of Digital World did not breach any fiduciary duties in setting the conversion ratio calculation or in their public disclosures of the same.

As a result of the Chancery Court’s order, a portion of the

disputed conversion Common Stock held in escrow were released to ARC.

The release of Common Stock is subject to the terms and conditions of the ARC Escrow Agreement with the Escrow Agent and TMTG.

Accordingly, 785,825 shares of TMTG Common Stock, which represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were

released from escrow (the “Court Ratio”).

Both parties still retain the option to file an appeal within 30 days after the Chancery

Court’s final order.

In connection with the Chancery Court’s final order, 238,692 Common Shares deposited in the Non-ARC Class B

Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended.

October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award, which has since been fully briefed and is scheduled for argument

on April 25, 2025.

Lawsuit against UAV, Litinsky, Moss,

and Orlando in Florida

On March 24, 2024, Private TMTG filed

a lawsuit in the Circuit Court of the Twelfth Judicial Circuit for Sarasota County, Florida (Docket No.

2024-CA-001545-NC) against UAV, Andrew Litinsky, Wesley Moss, and Patrick Orlando.

In view of UAV’s repeated demands concerning its

alleged stock ownership and director appointment rights, the complaint alleges claims for a declaratory judgment against UAV determining that the Services Agreement is unenforceable against Private TMTG.

The complaint also asserts a claim for

unjust enrichment against UAV based on its failure to competently provide services to the company.

Finally, the complaint asserts claims for damages for (a) breach of the fiduciary duty of loyalty against Mr.

Litinsky and Mr.

Moss based on

their dealings with Mr.

Orlando, (b) aiding and abetting and conspiracy to breach fiduciary duty against Mr.

Orlando based on the same events, and (c) breach of the fiduciary duty of care against Mr.

Litinsky and Mr.

Moss for their gross

negligence in managing the company.

On April 25, 2024, Private TMTG filed a motion to consolidate this lawsuit with Docket No.

2024-CA-001061-NC (described above) for purposes of discovery and pretrial proceedings, which was denied without

prejudice on August 2, 2024.

On June 27, 2024, the court granted Mr.

Litinsky, and UAV’s motion to stay proceedings pending resolution of the Delaware Action involving UAV.

The court also denied Private TMTG’s motion for an

anti-suit injunction.

On July 3, 2024, Mr.

Orlando filed a motion to dismiss.

On July 17, 2024, Private TMTG sought review of the court’s order granting UAV’s motion to stay in Florida’s Second District Court of Appeal by filing a petition

for a writ of certiorari with that court (Case No.

2D2024-1642).

The court subsequently denied UAV’s motion to enforce the stay and Private TMTG’s motion to stay the stay pending certiorari review on September 2, 2024, and September 23, 2024,

respectively.

On December 11, 2024, the Second District Court of Appeal heard argument on Private TMTG’s appeal of the trial court’s order granting UAV’s motion to stay.

Litigation with Orlando in Delaware

On March 15, 2024, Plaintiff Patrick

Orlando brought a lawsuit against Digital World in the Chancery Court seeking advancement of legal fees associated with Mr.

Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement

Lawsuit”) (C.A.

2024-0264-LWW).

Orlando’s allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr.

Orlando and Digital World.

Orlando alleges that those certain provisions require Digital World to pay the legal fees Mr.

Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or

officer of Digital World.

Orlando seeks a court order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees

to be incurred for those proceedings, (iii) requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr.

3, 2024, the Chancery Court entered a Stipulation and Advancement Order (“Stipulation”) stating that Mr.

Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to

Digital World’s right to challenge the reasonableness of those attorneys’ fees and costs.

The Stipulation further states that Mr.

Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth

procedures that will govern future requests for advancement of attorneys’ fees and costs.

As of January 30, 2025, TMTG had paid or agreed to pay approximately $ 3,500.0 to Mr.

Orlando’s attorneys pursuant to such Stipulation and TMTG’s other advancement obligations to Mr.

On April 23, 2024, Mr.

Orlando filed a motion for leave to supplement the Advancement

Lawsuit to add a claim for advancement of legal fees and expenses Mr.

Orlando had incurred and would incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding Mr.

Orlando’s removal as the

managing member of ARC (the “ARC Removal Action”).

Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment

interest on the amounts he claimed were owed to him.

On August 1, 2024, plaintiffs in the ARC Removal Action dismissed their complaint without prejudice.

On August 8, 2024, Mr.

Orlando dismissed his supplemental claims in the Advancement

Lawsuit without prejudice.

The Advancement Lawsuit remains open on the Chancery Court’s docket.

Litigation with Orlando and Benessere

in Miami, Florida

On April 2, 2024, Patrick Orlando and

Benessere Investment Group, LLC (“Benessere”) filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County Florida (Docket No.

2024-005894-CA-01).

Orlando and Benessere seek a declaratory judgment that

TMTG is restricted from disclosing material exchanged with Orlando and Benessere pursuant to a joint defense agreement previously entered into by the Parties in addition to a request for damages for any breach of the joint defense agreement.

Also on April 3, 2024, Orlando and Benessere filed a motion for preliminary injunction for enforcement of the joint defense agreement.

As of January 30, 2025, the motion for preliminary injunction had not been set for hearing.

30, 2024, the Court scheduled a three-day trial beginning on September 3, 2025.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Litigation with Odyssey Transfer &

Trust Company in Delaware

On June 20, 2024, TMTG’s transfer

agent, Odyssey filed an interpleader action in the U.S.

District Court of the District of Delaware (C.A.

24-CV-00729).

The complaint pertains to the ongoing dispute regarding share ownership between Michael Melkersen and ARC and includes

TMTG as a nominal defendant.

Odyssey is seeking an order from the Court discharging Odyssey of further liability and requiring ARC and TMTG to resolve their competing claims as to 716,140 Class A shares of TMTG and 25,000 TMTG warrants.

On July 17, 2024, Odyssey filed a motion to dismiss for discharge and dismissal.

On July 18, 2024, ARC filed a motion to dismiss for improper venue.

On July 22, 2024, TMTG filed a motion for discharge and dismissal.

On August 13, 2024, TMTG

filed its answer and crossclaims against Mr.

Melkersen and ARC.

On August 21, 2024, ARC filed a motion to dismiss for lack of subject matter jurisdiction.

On September 3, 2024, ARC filed a motion to dismiss TMTG’s crossclaims on the grounds

of forum non conveniens.

On October 14, 2024, Mr.

Melkersen filed his answer to the complaint for interpleader.

This matter remains pending.

Litigation with RejuveTotal in New

On October 21, 2024, RejuveTotal LLC

(“Rejuve”) filed suit against TMTG and its Chief Financial Officer in the Supreme Court of the State of New York, New York County (Index No.

655551/2024).

The complaint alleged breach of contract, and sought equitable relief as well as

indemnification and reimbursement of costs and expenses, in connection with Rejuve’s role as Purchaser Representative under the Merger Agreement.

As of January 30, 2025, defendants in this matter had not yet been served.

On December 23, 2024, TMTG filed suit

against Rejuve in the Supreme Court of the State of New York, New York County (Index No.

659834/2024).

In the complaint, TMTG seeks declaratory and injunctive relief against Rejuve arising out of Rejuve’s alleged conduct as Purchaser

Representative under an Agreement and Plan of Merger dated as of October 20, 2021.

On January 13, 2025, TMTG filed an application, by way of a proposed order to show cause, for a preliminary injunction prohibiting Rejuve from taking any

further action in its alleged capacity as Purchaser Representative under the Merger Agreement.

On January 23, 2025, the Court approved a stipulation to stay the action pending resolution of the arbitration before the American Arbitration

Association seeking to recover its fees and expenses from TMTG that Rejuve allegedly incurred as Purchaser Representative (which TMTG presently anticipates will be concluded in March 2025), and to enjoin Rejuve from acting as Purchaser

Representative except with respect to its participation in the arbitration.

NOTE 17 – SEGMENT INFORMATION

We report our operating results through one reportable

social media and streaming.

Our Chief Operating Decision Maker (CODM), as of December 31, 2024, was our Chief Executive Officer.

Our CODM evaluates the performance of and allocates resources to

our segment based on our consolidated net loss and earnings before interest, taxes, depreciation and amortization (Segment EBITDA).

Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding depreciation and

amortization, interest income or expense (net), provision or benefit for income taxes, change in fair value of derivative liabilities, and stock-based compensation expense.

We believe Segment EBITDA serves as a measure that assists our CODM and

our investors in comparing our segment performance on a consistent basis.

To date, we have generated limited advertising revenue through Truth Social and no advertising revenue through our newly launched streaming operations, Truth+.

expect to incur significant expenses and operating losses for the foreseeable future as we build and grow our streaming and infrastructure operations.

Our CODM does not use assets by segment to evaluate performance or allocate resources;

therefore, we do not provide disclosure of assets by segment.

Review of cash forecast models is used to assess the entity-wide result and performance, and inform investment decisions by our CODM.

Net loss and Segment EBITDA are

used to monitor budgeted versus actual results.

Additionally, review of budgeted versus actual results is used in assessing performance of the segment.

The following table presents our segment information for the periods indicated and, because we currently only have one segment, net income/(loss) is identical to the information presented in the “Consolidated Statement of Operations” above:

(in thousands)

Year Ended December 31,

Net income/(loss)

Provision for income tax

Interest (income)/expense, net

Depreciation and amortization

Stock-based compensation

Change in fair value of derivative liabilities

Segment EBITDA

NOTE 18 – SUBSEQUENT EVENTS

On January 28, 2025, TMTG granted equity compensation of 25,946 RSUs each (a total of 155,676 RSUs) to non-employee directors;

the RSUs will vest in accordance with such directors’ disclosure on Form 4.

The board also approved industry-standard cash retainers for non-employee directors ranging from $ 11,900 to $ 19,900 per quarter (with the amount varying based on committee

On January 29, 2025, TMTG announced a financial services and financial technology strategy, which will include the launch of the financial

services and FinTech brand Truth.Fi, including the investment of up to $ 250 million to be custodied by Charles Schwab.

to traditional investment vehicles, these funds may be allocated to customized separately managed accounts;

customized exchange-traded funds;

and Bitcoin and similar cryptocurrencies or crypto-related securities.

On February 4, 2025, TMTG

signed a services agreement and a licensing agreement with an affiliate of Yorkville.

Subject to necessary approvals, such affiliate will act as the Registered Investment Advisor for the new financial vehicles.

On February 2, 2025, TMTG granted a cumulative total of 1,115,000 RSUs as equity compensation to non-executive employees, all of which remain unvested as of the date hereof.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Trump Media & Technology Group Corp.

February 14, 2025

/s/ Phillip Juhan

Phillip Juhan

Chief Financial Officer

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the

capacities and on the dates indicated.

/s/ Devin Nunes

Chief Executive Officer

April 1, 2024

Chief Executive Officer, President and Chairman

(Principal Executive Officer)

/s/ Philip Juhan

February 14, 2025

/s/ Phillip Juhan

Chief Financial Officer

April 1, 2024

(Principal Financial and Accounting Officer)

April 1, 2024

February 14, 2025

Phillip Juhan

/s/ Eric Swider

February 14, 2025

/s/ Donald J.

February 14, 2025

/s/ Robert Lighthizer

April 1, 2024

February 14, 2025

Robert Lighthizer

/s/ Linda McMahon

April 1, 2024

Linda McMahon

/s/ Eric Swider

April 1, 2024

/s/ Kashyap Patel

April 1, 2024

Kashyap Patel

February 14, 2025

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