Other Information.
−Removed: On May 11, 2022, the Company entered into the First Amendment to Agreement and Plan of Merger, dated as of May 11, 2022 (the “First Amendment”), with Merger Sub, TMTG, the Sponsor in the capacity as our representative, and TMTG’s General Counsel in the capacity as the representative of TMTG.
−Removed: The First Amendment provides, among other things, automatic conversion of TMTG’s convertible note into our shares of common stock upon the consummation of the Business Combination, and clarifies at the closing of the Business Combination (the “ Closing
−Removed: ”), a number of shares of Dour common stock (the “ Escrow Amount
−Removed: ”) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “ Escrow Shares
−Removed: ”) equal to the quotient obtained by dividing (i) five percent (5%) of the initial merger consideration (meaning $875,000,000) (as determined on the Closing date, the “ Merger Consideration
−Removed: ”) by (ii) the Purchaser Share Price, as defined in the Merger Agreement, otherwise issuable to the TMTG stockholders (allocated pro rata among the TMTG stockholders based on the Merger Consideration otherwise issuable to them at the Closing) will be deposited into a segregated escrow account with Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to us and TMTG), as escrow agent, and held in escrow together with any dividends, distributions or other income on the Escrow Shares in accordance with an escrow agreement to be entered into in connection with the Business Combination.
−Removed: For a full description of the Merger Agreement, as amended by the First Amendment, please see the Registration Statement on Form S-4, which was initially filed on May 16, 2022.
−Removed: On May 12, 2022, we 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 our directors, officers or other initial shareholders named therein (the “Insiders”).
−Removed: 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 our officers and directors may make non-interest bearing loans to us to finance transaction costs in connection with our Business Combination and that, at the option of the lender, up to $1,500,000 of such loans may be convertible into our units, at a price of $10.00 per unit, upon consummation of the Business Combination.
−Removed: Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into our units from $1,500,000 to $30,000,000.
−Removed: The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of Digital World stockholders to be held to approve the Business Combination.
−Removed: The full text of the Amendment to the Insider Letter is included as Exhibit 10.1 to this Quarterly Report.
−Removed: Copies of the First Amendment and Amendment to the Insider Letter were filed with the our Registration Statement on Form S-4 on May 16, 2022 as part of Exhibit 2.1 and Exhibit 10.12, respectively, and are incorporated herein by reference, and the foregoing description of such documents are qualified in their entirety by reference thereto.
−Removed: On May 18, 2022, we filed a Certificate of Correction (the “Certificate of Correction”), with the State of Delaware to correct an inadvertent error in our Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 2, 2021 (the “Restated Charter”).
−Removed: The Restated Charter stated that the amount to be deposited into a trust account in connection with an extension of the period of time for us to consummate its initial business combination is $3,000,000 (or $3,450,000 if the underwriters’ over-allotment option is exercised in full) for each three-month extension;
−Removed: this amount should be $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full).
−Removed: The Certificate of Correction modified Article IX of the Restated Charter to correctly state such amount.
−Removed: Other than disclosed herein, no additional changes have been made to Restated Charter.
−Removed: The full text of the Certificate of Correction is included as Exhibit 3.1 to this Quarterly Report.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Description of Exhibit
−Removed: Certificate of Correction to the Amended and Restated Certificate of Incorporation.
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
DIGITAL WORLD ACQUISITION CORP.
+Added: August 22, 2022
/s/ Patrick Orlando
2 unchanged sentences
(Principal Executive Officer)
+Added: August 22, 2022
/s/ Luis Orleans-Braganza
3 unchanged sentences
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.