Trump Media & Technology Group Corp. 10-K

Item 1A. Risk Factors. As a smaller reporting company, we are not required to include risk factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material effect on the Company and its operations: • we are a blank check company with no revenue or basis to evaluate our ability to select a suitable business target; • we may not be able to select an appropriate target business or businesses and complete our initial business combination in the prescribed time frame; • if the funds held outside of our trust account are insufficient to allow us to operate until at least September 8, 2022 (or March 8, 2023, if we have extended the maximum time), our ability to fund our search for a target business or businesses or complete an initial business combination may be adversely affected; • our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable to complete an initial business combination by September 8, 2022 (or March 8, 2023, if we have extended the maximum time); • our ability to identify a target and to consummate an initial business combination may be adversely affected by economic uncertainty and volatility in the financial markets, including as a result of the military conflict in Ukraine; • our expectations around the performance of a prospective target business or businesses may not be realized; • we may not be successful in retaining or recruiting required officers, key employees or directors following our initial business combination; • our officers and directors may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial business combination; • we may not be able to obtain additional financing to complete our initial business combination or reduce the number of stockholders requesting redemption; • we may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time; • you may not be given the opportunity to choose the initial business target or to vote on the initial business combination; • trust account funds may not be protected against third party claims or bankruptcy; 31 Table of Contents • the availability to us of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination; • our financial performance following a business combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows and experienced management; • if we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination; • changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations; • changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination; • as the number of special purpose acquisition companies increases, there may be more competition to find an attractive target for an initial business combination; this could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our initial business combination; • we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability; • resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business; • we may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all; • we may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, which may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation of an initial business combination; • since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination; • the value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.20 per share; and • if we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.20 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. For the complete list of risks relating to our operations, see the section titled “Risk Factors” contained in our Registration Statement and the Form S-4 which the Company intends to file after the filing of this Report. 32 Table of Contents Item 1B. Unresolved Staff Comments. Not applicable.