Trump Media & Technology Group Corp. 10-K/A

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, due to a material weakness in internal control over financial reporting existed relating to financial reporting systems and accounting for accruals. 30 Table of Contents A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 31 Table of Contents We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 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: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) 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 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, because of a material weakness in internal control over financial reporting existed relating to financial reporting systems and accounting for accruals. To address this material weakness, we are assessing our resource needs as well as roles and responsibilities with a particular focus on accounting and financial reporting staff and will make changes as needed, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time. This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There have been no changes to our internal control over financial reporting during the fiscal year ended December 31, 2022 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, DWAC’s public accounting firm, Marcum LLP (“Marcum”) notified DWAC’s Audit Committee of the Board of Directors of its resignation. Engagement of New Independent Registered Public Accounting Firm On August 8, 2023, we engaged Adeptus Partners, LLC (“Adeptus”) as our independent public accounting firm to audit our financial statements for the fiscal years ended December 31, 2022 and 2021 and to review our quarterly financial statements beginning with the amended first quarter of the 2022 fiscal year. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 32 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers As of the date of our Original Report, our directors and officers are as follows: Name Age Position Eric Swider 50 Chief Executive Officer and Director Katherine Chiles 43 Chief Financial Officer Alexander Cano 49 President and Secretary Frank Andrews 49 Non-Executive Chairman and Director Patrick Orlando 52 Director Edward Preble 50 Director Jeffrey Smith 50 Director The experience of our directors and executive officers is as follows: Eric Swider has served as our Chief Executive Officer since March 2023 and as a director since September 2021. Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. From February 2021 to October 2022, Mr. Swider served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. Mr. Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016, where he is responsible for FEMA grant management and government advisory services. 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. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles. We believe Mr. Swider is well qualified to serve as a member of the Board due to his extensive experience in investment and corporate management. Katherine Chiles has served as our Chief Financial Officer since April 2023. She has experience in financial consolidations, financial statement preparation and analysis, financial planning and reporting (U.S. GAAP & IFRS), financial system implementation and administration, all aspects of accounts payable and accounts receivable, and payroll. She worked as a financial analyst in a contract position for both ACTAVO, an infrastructure company servicing Ireland, the UK and the global events industry, from October 2017 to August 2018, and Fisher Phillips, a national labor and employment firm, from September 2016 to February 2017, where she was responsible for designing and automating financial reporting, ad hoc reporting, budgeting, forecasting, and projections. Prior to that, Ms. Chiles served as Director of Financial Operations for Battaglia Law Office, a law firm, from 2011 to 2015, where she managed all daily financial operations of the firm. From 2007 to 2011, Ms. Chiles worked as a senior financial analyst for Total System Services, a global payment solutions provider. Prior to that, Ms. Chiles held positions with ING Americas, a global financial institution, from April 2005 to May 2006, ProxyMed Inc., an electronic healthcare transaction processing services company, from August 2003 to March 2005, and OuterBounds Technologies, a software development company, from March 2003 to July 2003. Ms. Chiles graduated with a Bachelor of Science in Finance from Auburn University at Montgomery. Alexander Cano has served as our President and Secretary since April 2023. He has served as the Chief Operating Officer for Benessere Investment Group, an investment company, since June 2021 and is responsible for the daily operations of the firm and contributed to the development of the firm’s corporate strategy, as well as services to multiple special purpose acquisition companies. Prior to that, Mr. Cano held the position of Vice President, Business Development & Sales Strategy for Global Media Fusion, an innovative global media agency, from October 2020 to June 2021, where he was responsible for driving revenue by connecting powerful brands with globally syndicated television sponsorships. From October 2018 through December 2019, Mr. Cano served as the General Manager for the Home Equity division of Bankrate, a consumer financial services company. Prior to Bankrate, Mr. Cano was a negotiation consultant with The Gap Partnership, a negotiation consultancy, from October 2016 to October 2018. Mr. Cano spent the first half of his career in media companies, such as Sony Pictures Television International from 2003 to 2005, HBO from 2005 to 2008, TiVo from 2008 to 2010 and DIRECTV from 2010 to 2014. Mr. Cano received his B.S.B.A. in Finance from American University in Washington D.C. 33 Table of Contents Frank Andrews has served as our director since January 2023. He has been an independent media consultant since August 2004, and he has worked with many performing artists in the media space. He has been the founder of My Creative Waves Corp., a strategic consultancy offering guidance to drastically improve consumer experiences for both digital and traditional media for major consumer brands such as Macy’s, since 2014. He began his career working on Fortune 500 brands’ advertising campaigns with a subsequent focus as a producer on product videos, industrial productions and live international trade shows for brands, such as Canon and Sony, with featured artists like Cindy Lauper. Mr. Andrews received a Bachelor of Science Business Administration from University of Central Florida, with an MFA candidacy in Film Television Production from The Savannah College of Art & Design. We believe Mr. Andrews is well qualified to serve as a member of the Board due to his extensive experience in the media industry and business management. Patrick Orlando has served as our director since September 2021 and was the Chairman and Chief Executive Officer from September 2021 to March 2023. Mr. Orlando has been serving as Special Advisor for BurTech Acquisition Corp. (Nasdaq: BRKH), a special purpose acquisition corporation, and Nubia Brand International Corp. (Nasdaq: NUBI), a special purpose acquisition corporation, since December 2021 and January 2022, respectively. He has also been serving as Director and Special Advisor of Maquia Capital Acquisition Corp. (Nasdaq: MAQC), a special purpose acquisition corporation, since May 2021, as well as Chairman and Chief Executive Officer of Benessere Capital Acquisition Corp. (Nasdaq: BENE), a special purpose acquisition corporation, since September 2020. In addition, he also served as Chief Executive Officer of Yunhong International (Nasdaq: ZGYH), a publicly listed special acquisition purpose corporation, since January 2020. Mr. Orlando is Chief Executive Officer of Benessere Capital, LLC, an investment consulting and investment banking firm he founded in Miami in October 2012. At Benessere Capital, LLC, he has advised on fundraising, capital deployment, mergers and acquisitions, private placements, and products marketing. From March 2014 to August 2018, Mr. Orlando also served as the Chief Financial Officer of Sucro Can Sourcing LLC, a sugar trading company he co-founded, where he managed all financial matters including insurance and banking relationships. From November 2014 to August 2018, Mr. Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company, where he focused on finance and processing technology. From March 2011 to March 2014, Mr. Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities. From September 2006 to March 2011, Mr. Orlando served in roles including Chief Technical Officer and Director of Pure Biofuels Corporation, a renewable fuel corporation headquartered in Houston, Texas with operations in Peru. From April 1998 to December 2003, Mr. Orlando served as the Director of Emerging Markets Fixed Income Derivatives of Deutsche Bank. Mr. Orlando earned degrees in Mechanical Engineering and Management Science from the Massachusetts Institute of Technology. We believe that Mr. Orlando is well-qualified to serve on our board of directors due to his extensive investing, science and engineering experience and in particular his experience as Chief Executive Officer and board member of other special purpose acquisition companies. Edward Preble has served as our director since January 2023. He has been the founder and President of Alpamayo CPG and Private Label, a global sales consultancy, since January 2022. He was the head of internationals sales for Crider Foods, a value poultry company, from January 2017 to January 2022. Mr. Preble worked as a Global Private Wealth Manager for Merrill Lynch, an investment management and wealth management company, from February 2006 to March 2009. Mr. Preble began his career in 2001 as an International Advisor for Morgan Stanley and worked directly with institutional and ultra-high net worth families. He is a member of Southeast United States Trade Organization, and USA Poultry. Mr. Preble received his Bachelor of Arts degree in Finance and a Corporate Master’s Degree in Business Administration from Florida International University. We believe Mr. Preble is well qualified to serve as a member of the Board due to his extensive experience in investment management and business operations. Jeffrey Smith has served as our director since April 2023. Mr. Smith has been the founder and Managing Attorney for LawVisory, a law firm serving registered investment advisers, financial institutions, family offices, issuers, investment funds and businesses with their securities, regulatory, compliance, corporate, tax, litigation, arbitration, contracts, digital assets, and merger and acquisition legal needs, since December 2005. Mr. Smith has also been the Chief Compliance Officer and Chief Legal Officer of North Rock Partners, LLC, a wealth advisory firm, from January 2021 to April 2022; Virtue Capital Management LLC, an investment advisory firm, from January 2019 to January 2021; and Chief Compliance Officer of Griffin Capital Company LLC, an investment and asset management company, from February 2017 to May 2018. Prior to that, he was with Research Affiliates LLC, an investment advisory firm, where he served as Chief Compliance Officer and Assistant General Counsel from August 2013 to February 2017; Director of Compliance of Athene Asset Management LLC, an asset management firm, from July 2012 to August 2013; and Senior Counsel of Legal and Compliance at The Rock Creek Group, an investment fund manager, from July 2010 to July 2012. Additionally, Mr. Smith served as Investigative Counsel for the Financial Crisis Inquiry Commission from January 2010 to July 2010. Prior to that, Mr. Smith was a tax attorney for Deloitte from July 1999 to July 2000 and Crowe Horwath from July 2000 to July 2002. Mr. Smith graduated cum laude with a B.S. in Accounting from the University of Kentucky, where he also earned his J.D. He received his L.L.M., with highest honors, in Securities & Financial Regulation from Georgetown Law in Washington, D.C. and holds the following certifications: Certified Regulatory and Compliance Professional (FINRA Institute at Wharton); Investment Adviser Certified Compliance Professional (NRS Education); and Certified in Risk Management (International Institute of Professional Education and Research). We believe Mr. Smith is well qualified to serve as a member of the Board due to his extensive experience with public company compliance and investment. 34 Table of Contents Number and Terms of Office of Officers and Directors We have five directors. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Edward Preble and Jeffrey Smith will expire at our first annual meeting of stockholders. The term of office of the second class of directors, which consists of Eric Swider and Frank Andrews, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Patrick Orlando, will expire at the third annual meeting of stockholders. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. Messrs. Smith, Preble and Andrews serve as members of our audit committee, and Mr. Smith chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Smith, Preble and Andrews meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) under the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Smith qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities. 35 Table of Contents Compensation Committee We have established a compensation committee of the board of directors. Messrs. Preble, Andrews and Smith serve as members of our compensation committee and Mr. Preble chairs the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Preble and Andrews are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to each of Renatus and Benessere Enterprises Inc., an affiliate of our sponsor, of $15,000 per month, for up to the Combination Period, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees will be Messrs. Preble, Andrews and Smith. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. 36 Table of Contents We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. Our Code of Ethics is available on the Company website, www.dwacspac.com, and the SEC website, www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Item 11. Executive Compensation None of our officers has received any cash compensation for services rendered to us. Commencing September 3, 2021, we have agreed to pay each of Renatus and Benessere Enterprises Inc., an affiliate of our sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our common stock as of April 17, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by: • each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; • each of our executive officers and directors that beneficially owns our common stock; and • all our executive officers and directors as a group. In the table below, percentage ownership is based on 37,210,686 shares of our common stock, consisting of (i) 30,023,186 shares of our Class A common stock and (ii) 7,187,500 shares of our Class B common stock, issued and outstanding as of April 17, 2023. On all matters to be voted upon, except for the election of directors of the board, holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on a one-for-one basis. 37 Table of Contents Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this Report. Class A Common Stock Class B Common Stock (2) Approximate Percentage of Outstanding Common Stock Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Eric Swider —  —  7,500 * * Katherine Chiles —  —  —  —  —  Alexander Cano —  —  —  —  —  Frank Andrews —  —  —  —  —  Patrick Orlando (3) 1,133,484 3.8 % 5,490,000 76.4 % 14.8 % Edward Preble —  —  —  —  —  Jeffrey Smith —  —  —  —  —  All directors and executive officers as a group (7 individuals) 1,133,484 3.8 % 5,497,500 76.5 % 14.8 % Other 5% Stockholders ARC Global Investments II LLC (the Sponsor) (3) 1,133,484 3.8 % 5,490,000 76.4 % 14.8 % * Less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Digital World Acquisition Corp., 3109 Grand Ave., #450, Miami, Florida 33133. (2) Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment. (3) ARC Global Investments II LLC, our sponsor, is the record holder of the securities reported herein. Patrick Orlando is the managing member of our sponsor. By virtue of this relationship, Mr. Orlando may be deemed to share beneficial ownership of the securities held of record by our sponsor. Mr. Orlando disclaims any such beneficial ownership except to the extent of his pecuniary interest. Securities Authorized for Issuance under Equity Compensation Table None. Changes in Control For more information on the TMTG Business Combination, see “Item 1. Business.” Item 13. Certain Relationships and Related Transactions, and Director Independence. On January 20, 2021, our sponsor purchased 2,875,000 founder shares (which were subsequently subject to a three-for-one stock split, resulting in our sponsor holding 8,625,000 founder shares) for an aggregate purchase price of $25,000, or approximately $0.0087 per share. On May 19, 2021, our sponsor transferred 10,000 founder shares to our Chief Financial Officer and 7,500 founder shares to each of our independent directors. On September 2, 2021, our sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares outstanding. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of our initial public offering (excluding the representative shares and the placement units and underlying securities). The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. The founder shares (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Commencing on September 3, 2021, we have agreed to pay Benessere Enterprises Inc., an affiliate of our sponsor, a total of $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. 38 Table of Contents On April 5, 2023, we entered into an Administrative Support Agreement with 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. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Prior to the consummation of our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of our initial public offering. As of September 30, 2021, $0 was outstanding under the note. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $30,000,000 of such loans may be convertible into units, $28,500,000 of which is subject to approvals from the stockholders of the Company and the PIPE Investors, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement units. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Our sponsor purchased an aggregate of 1,133,484 placement units at a price of $10.00 per unit for an aggregate purchase price of $11,334,840. Each placement unit consists of one share of Class A common stock and one-half of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, the representative shares, the placement shares or the placement warrants, which will expire worthless if we do not consummate a business combination by June 8, 2023 or seek further extensions. The placement units are identical to the units sold in our initial public offering except that the placement units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees and (b) the placement warrants, so long as they are held by our sponsor or its permitted transferees will be entitled to registration right. Our initial stockholders have agreed to waive their redemption rights with respect to their founder shares and placement shares (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination by June 8, 2023 or seek further extensions and (iii) if we fail to consummate a business combination within the Combination Period or if we liquidate prior to the expiration of the Combination Period. However, our initial stockholders will be entitled to redemption rights with respect to any public shares held by them if we fail to consummate a business combination or liquidate by June 8, 2023 or seek further extensions. In addition, the holders of the representative shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within the Combination Period. Pursuant to a registration rights agreement we have entered into with our initial stockholders, we may be required to register certain securities for sale under the Securities Act. These holders (including the holders of representative shares), and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such registration statements. On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $2,875,000 to the sponsor of the Company in connection with the extension of the termination date for the Company’s initial business combination from September 8, 2022 to December 8, 2022, pursuant to which, the sponsor has agreed to loan to the Company $2,875,000 to deposit into the Company’s trust account. 39 Table of Contents On April 21, 2023, the Company issued two promissory notes (one for $625,700 and the other for $500,000) in the aggregate principal amount of $1,125,700 to the sponsor to pay costs and expenses in connection with completing an initial business combination. Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the sponsor and subject to certain conditions, all of the unpaid principal amount of each of the two notes may be converted into Conversion Units immediately prior to the consummation of an initial business combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. The issuances of the two notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. For more information on the agreements entered into in connection with the TMTG Business Combination, including the names of the agreements involving related parties, such as the sponsor, officers or directors, please see our Current Reports on Form 8-K filed with the SEC on May 17, 2022, December 6, 2021 and October 26, 2021. 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. Preble, Andrews and Smith are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14 . Principal Accountant Fees and Services. The following is a summary of fees paid or to be paid to Marcum and Adeptus for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and 2021 totaled approximately $234,567 and $73,018, respectively. The aggregate fees of Marcum related to audit services in connection with our initial public offering totaled approximately $54,075. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings. 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 Adeptus in connection with regulatory filings. 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 years ended December 31, 2022 and 2021 totaled $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. Tax Fees We did not pay Marcum or Adeptus for tax services, planning or advice for the years ended December 31, 2022 and 2021. All Other Fees We did not pay Marcum or Adeptus for any other services for the years ended December 31, 2022 and 2021. Pre-Approval Policy Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 40 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID#3686) F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Changes in Stockholders’ (Deficit) F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 (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. (3) Exhibits 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. Item 16. Form 10-K Summary. Not applicable. 41 Table of Contents Restatement Background As previously disclosed in the Company’s Current Report on Form 8-K and material change report filed on May 25, 2023, in connection with the preparation of our consolidated financial statements for the fiscal year ended December 31, 2022, our management identified certain errors in the accounting of certain expenses that required further review. We, together with our independent external counsel and accountants, and under the oversight of the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”), initiated an internal review of our financial reporting (the “Review”). As part of the Review, we identified material misstatements in the Prior Financial Statements due to errors related to the accounting for certain expenses. On May 18, 2023, we, in consultation with the Audit Committee, concluded that the Original Report should no longer be relied upon and should be restated to correct the misstatements therein. In addition, the reports of our independent registered public accounting firm included in the Original Report should no longer be relied upon. On October 10, 2023 and October 13, 2023, we, in consultation with the Audit Committee, concluded that the 2022 Form 10-Qs and 2021 10-K, respectively, should no longer be relied upon and should be restated to correct the misstatements therein. The Review focused on vendor transactions and operating expenses. The correction of the expense misstatement described above resulted in an increase of approximately $420,000, $987,000 and $987,000 to net loss, stockholders’ deficit and current liabilities and total liabilities, respectively as of and for the year ended December 31, 2022. Additionally, as a result of the correction, adjustments of a similar nature were noted for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 resulting in restatements of the 10-Qs for March 31, 2022, June 30, 2022 and September 30, 2022 and the year ended December 31, 2021. The Company evaluated the materiality of these misstatements both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, and determined the effect of correcting these misstatements was material to the Prior Financial Statements. As a result of the material misstatements, the Company has restated its Prior Financial Statements in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections. Items Restated in this Form 10-K This comprehensive Form 10-K for the fiscal years ended December 31, 2022 and 2021 reflects changes to the Balance Sheets at December 31, 2022 and 2021 and the Statements of Operations, Shareholders’ Deficit, and Cash Flows for the years ended December 31, 2022 and 2021, and the related notes thereto. The restatement of the financial statements for the fiscal year ended December 31, 2022 and 2021 are disclosed in Note 2 to the financial statements. The restatement of the financial statements for the quarterly and year-to-date periods in fiscal year 2022 are disclosed in Note 10 to the financial statements. Other sections impacted include: Part I, Item 1. Business; Part 1, Item 3. Legal Proceedings; Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure; Part II, Item 9A. Controls and Procedure; Part III, Item 14. Principal Accountant Fees and Services; and Part IV, Item 15. Exhibits and Financial Statement Schedules. The Company has not filed, and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for any of the quarters for the year ended December 31, 2022, nor the previously filed 2021 10-K. Accordingly, investors should rely only on the financial information and other disclosures regarding the restated periods in this Form 10-K or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to these periods. See Note 2 and Note 10 to the consolidated financial statements, included in Part II, Item 8 of this Form 10-K, for additional information on the restatement and the related consolidated financial statement effects. Except as described above, this Form 10-K does not amend, update or change any other items or disclosures in the Original Report and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-K speaks only as of the date the Original Report was filed, and we have not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Form 10-K should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report. Internal Control Considerations In connection with the restatement, our management has assessed the effectiveness of our internal controls over financial reporting. Based on this assessment, management identified material weaknesses in our internal control over financial reporting, resulting in the conclusion by our Chief Executive Officer and Chief Financial Officer that our internal control over financial reporting and our disclosure controls and procedures were not effective as of December 31, 2022. Management is taking steps to remediate the material weaknesses in our internal control over financial reporting, as described in Part II, Item 9A, “Controls and Procedures.” See Part II, Item 9A, “Controls and Procedures,” for additional information related to the identified material weaknesses in internal control over financial reporting and the related remediation measures. 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, 2022, and 2021, 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, 2022, 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, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, 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. 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. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. 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 October 27, 2023, PCAOB ID: 3686 F-1 Table of Contents DIGITAL WORLD ACQUISITION CORP. BALANCE SHEETS December 31, 2022 2021 (restated) (restated) ASSETS Current assets Cash $ 989 $ 327,731 Prepaid assets 168,350 240,972 Total Current Assets 169,339 568,703 Prepaid assets — 165,051 Cash Held in Trust Account 300,330,651 293,257,098 TOTAL ASSETS $ 300,499,990 $ 293,990,852 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 18,054,912 $ 1,027,926 Note payable – Sponsor 2,875,000 — Income taxes payable 979,475 — Franchise tax payable 400,000 200,000 Working capital loans 625,700 — Advances - related party 525,835 22,394 Total Current Liabilities 23,460,922 1,250,320 Deferred underwriter fee payable 10,062,500 10,062,500 TOTAL LIABILITIES 33,523,422 11,312,820 Commitments and Contingencies Class A common stock subject to possible redemption, $ 0.0001 par value, 200,000,000 shares authorized; 28,744,342 and 28,750,000 shares outstanding, at redemption value ($ 10.40 and $ 10.20 per share) 298,951,176 293,250,000 Stockholders’ Deficit Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; 1,277,234 issued and outstanding, excluding 28,744,342 and 28,750,000 shares subject to redemption 127 127 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 7,187,500 issued and outstanding 719 719 Additional paid-in capital — — Accumulated deficit ( 31,975,454 ) ( 10,572,814 ) Total Stockholders’ Deficit ( 31,974,608 ) ( 10,571,968 ) TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT $ 300,499,990 $ 293,990,852 The accompanying notes are an integral part of these financial statements. F-2 Table of Contents DIGITAL WORLD ACQUISITION CORP. STATEMENTS OF OPERATIONS For the Year ended December 31, 2022 2021 (restated) (restated) Formation and operating costs $ 8,716,023 $ 969,195 Legal investigations costs 10,004,519 472,789 Franchise tax expense 200,000 200,000 Loss from operating costs ( 18,920,542 ) ( 1,958,378 ) Other income and expenses: Interest earned on cash held in Trust Account 4,257,469 7,098 Loss before income taxes ( 14,663,073 ) ( 1,951,280 ) Income tax expense 979,475 — Net loss $ ( 15,642,548 ) $ ( 1,951,280 ) Weighted average shares outstanding of Class A common stock 30,026,769 9,404,134 Basic and diluted net loss per Class A common stock $ ( 0.42 ) $ ( 0.12 ) Weighted average shares outstanding of Class B common stock 7,187,500 7,187,500 Basic and diluted net loss per Class B common stock $ ( 0.42 ) $ ( 0.12 ) The accompanying notes are an integral part of these financial statements. F-3 Table of Contents DIGITAL WORLD ACQUISITION CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Deficit Shares Amount Shares Amount Balance - December 31, 2021 (restated) 1,277,234 $ 127 7,187,500 $ 719 $ — $ ( 10,572,814 ) $ ( 10,571,968 ) Net loss ( 15,642,548 ) ( 15,642,548 ) Remeasurement of Class A common stock to redemption value ( 5,760,092 ) ( 5,760,092 ) Balance - December 31, 2022 (restated) 1,277,234 $ 127 7,187,500 $ 719 $ — $ ( 31,975,454 ) $ ( 31,974,608 ) F-4 Table of Contents DIGITAL WORLD ACQUISITION CORP. STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT Class A Class B Additional Total Common Stock Common Stock Paid-In Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – December 31, 2020 Issuance of Class B common stock to sponsor (1) (2) $ — 7,187,500 $ 719 $ 24,281 $ — $ 25,000 Class A common stock accretion to redemption value —  —  —  —  ( 12,796,508 ) ( 7,184,020 ) ( 19,980,528 ) Issuance of Class A common stock to investor , net of offering costs 1,133,484 113 —  —  11,334,727 —  11,334,840 Issuance of Class A common stock to representative 143,750 14 1,437,500 ( 1,437,514 ) Net loss —  —  —  —  —  ( 1,951,280 ) ( 1,951,280 ) Balance – December 31, 2021 (restated) 1,277,234 $ 127 7,187,500 $ 719 —   $ ( 10,572,814 ) $ ( 10,571,968 ) (1) The shares and the associated amounts have been retroactively restated to reflect the three -for-one stock split on July 1, 2021. (2) On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8). The accompanying notes are an integral part of these financial statements. F-5 Table of Contents DIGITAL WORLD ACQUISITION CORP. STATEMENTS OF CASH FLOWS For the Year end December 31, 2022 2021 (restated) Cash flows from operating activities: Net loss $ ( 15,642,548 ) $ ( 1,951,280 ) Adjustments to reconcile net income to net cash used in operating activities: Interest earned on cash and marketable securities held in Trust Account ( 4,257,469 ) ( 7.098 ) Changes in operating assets and liabilities: Accrued expenses 17,026,986 1,027,926 Income taxes payable 979,475 —   Prepaid insurance 237,673 ( 406,023 ) Franchise tax payable 200,000 200,000 Net cash used in operating activities ( 1,455,883 ) ( 923,354 ) Cash flows from investing activities: Investment of cash in Trust Account ( 2,875,000 ) ( 293,250,000 ) Cash withdrawn from Trust Account for redemptions ( 58,9160 ) — Net cash used in investing activities ( 2,816,084 ) ( 293,250,000 ) Cash flows from financing activities: Proceeds from sale of Units — 287,500,000 Proceeds from sale of private placement warrants — 11,334,840 Proceeds from Sponsor note 2,875,000 223,557 Repayment of Sponsor note — ( 223,557 ) Due from Sponsor — ( 1,702,958 ) Payment of due from Sponsor — 1,702,958 Payment of offering costs — ( 4,168,028 ) Proceeds from working capital loan 500,835 — Proceeds from advances - related party 625,700 22,394 Redemption of shares ( 58,916 ) — Proceeds from issuance of Class B common stock to Sponsor — 25,000 Net cash provided by financing activities 3,942,619 22,394 Net change in cash ( 326,742 ) 327,731 Cash at beginning of period 327,731 — Cash at end of period $ 989 $ 327,731 Non-cash investing and financing activities: Deferred underwriting fee payable $ — $ 10,062,500 Remeasurement of Class A common stock $ 5,760,092 $ — The accompanying notes are an integral part of these financial statements. F-6 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. 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, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). 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. F-7 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS 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). F-8 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS 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. The Company has until June 8, 2023 (or September 8, 2023, if extended), to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000 ) , divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less 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 of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until June 8, 2023 (or September 8, 2023, if extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. 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 by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, 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 TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG. F- 9 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG common stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ 875,000,000 , subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes. The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $ 1,000 per share of Preferred Stock, for an aggregate commitment of $ 1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions. The shares of Preferred Stock have an initial conversion price per share of $ 33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA. Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to 251,500 shares of the Company’s Series A Convertible Preferred Stock. NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the three months ended March 31, 2023, the Company determined that there were errors related to the accounting for certain expenses in the proper period in the previously issued 2022 and 2021 financial statements as well as the unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 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,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated. The relevant unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is included in Note 15, Quarterly Financial Information (Unaudited). The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: F-1 0 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS As previously reported Adjustments As restated Balance sheet as of December 31, 2022 Accrued expenses 17,166,842 888,070 18,054,912 Income tax payable 979,475 —  979,475 Related party advance 425,835 100,000 525,835 Total current liabilities 22,472,852 988,070 23,460,922 Total liabilities 32,535,352 988,070 33,523,422 Accumulated deficit ( 30,987,384 ) ( 988,070 ) ( 31,975,454 ) Total Stockholders’ Deficit ( 30,986,538 ) ( 988,070 ) ( 31,974,608 ) Statement of Operations for the year ended December 31, 2022 Legal investigations costs —  10,004,519 10,004,519 Formation and operating costs 18,299,257 ( 9,583,234 ) 8,716,023 Loss from operation costs ( 18,499,257 ) ( 421,285 ) ( 18,920,542 ) Loss before income taxes ( 14,241,788 ) ( 421,285 ) ( 14,663,073 ) Net loss ( 15,221,263 ) ( 421,285 ) ( 15,642,548 ) Basic and diluted net loss per Class A common stock ( 0.41 ) ( 0.01 ) ( 0.42 ) Basic and diluted net loss per Class B common stock ( 0.41 ) ( 0.01 ) ( 0.42 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2022 Net loss ( 15,221,263 ) ( 421,285 ) ( 15,642,548 ) Total accumulated deficit ( 30,987,384 ) ( 988,070 ) ( 31,975,454 ) Total stockholders’ deficit ( 30,986,538 ) ( 988,070 ) ( 31,974,608 ) Statement of Cash Flows for the year ended December 31, 2022 Net loss ( 15,221,263 ) ( 421,285 ) ( 15,642,548 ) Accrued expenses 16,605,701 421,285 17,026,986 Related party advance 425,835 77,606 503,441 Net cash provided by operating activities 3,867,619 77,606 3,945,225 As previously reported Adjustments As restated Balance sheet as of September 30, 2022 Accrued expenses 11,022,242 ( 127,078 ) 10,895,164 Income tax payable — 357,259 357,259 Related party advance —  410,278 410,278 Total current liabilities 14,828,942 640,459 15,469,401 Total liabilities 24,891,442 640,459 25,531,901 Accumulated deficit ( 23,956,249 ) ( 640,459 ) ( 24,596,708 ) Total Stockholders’ Deficit ( 23,955,403 ) ( 640,459 ) ( 24,595,862 ) Statement of Operations for the three months ended September 30, 2022 Legal investigations costs —  2,656,763 2,656,763 Formation and operating costs 4,751,532 ( 2,636,272 ) 2,115,260 Loss from operation costs ( 4,801,532 ) ( 20,491 ) ( 4,822,023 ) Loss before income taxes ( 3,474,575 ) ( 20,491 ) ( 3,495,066 ) Income tax expense ( 322,546 ) ( 1,099 ) ( 323,645 ) Net loss ( 3,797,121 ) ( 21,590 ) ( 3,818,711 ) Basic and diluted net loss per Class A common stock ( 0.10 ) ( 0.00 ) ( 0.10 ) Basic and diluted net loss per Class B common stock ( 0.10 ) ( 0.00 ) ( 0.10 ) Statement of Operations for the nine months ended September 30, 2022 Legal investigations costs —  7,964,208 7,964,208 Formation and operating costs 11,268,122.00 ( 7,890,534 ) 3,377,588 Loss from operation costs ( 11,418,122.00 ) ( 73,674 ) ( 11,491,796 ) Loss before income taxes ( 9,665,638.00 ) ( 73,674 ) ( 9,739,312 ) Net loss ( 10,022,897.00 ) ( 73,674 ) ( 10,096,571 ) Basic and diluted net loss per Class A common stock ( 0.27 ) ( 0 ) ( 0.27 ) Basic and diluted net loss per Class B common stock ( 0.27 ) ( 0 ) ( 0.27 ) Statement of Changes in Stockholders’ Deficit for nine months ended September 30, 2022 Net loss ( 10,022,897 ) ( 73,674 ) ( 10,096,571 ) Total accumulated deficit ( 23,956,249 ) ( 640,459 ) ( 24,596,708 ) Total stockholders’ deficit ( 23,955,403 ) ( 640,459 ) ( 24,595,862 ) Statement of Cash Flows for the nine months ended September 30, 2022 Net loss ( 10,022,897 ) ( 73,674 ) ( 10,096,571 ) Accrued expenses 10,538,707 ( 671,469 ) 9,867,238 Income tax payable —  357,259 357,259 Net cash provided by operations ( 908,419 ) ( 387,884 ) ( 1,296,303 ) Related party advance —  387,884 387,884 Net cash provided by financing activities 3,456,700 387,884 3,844,584 F-11 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS As previously reported Adjustments As restated Balance sheet as of June 30, 2022 Accrued expenses 6,139,538 441,742 6,581,280 Income tax payable — 33,614 33,614 Related party advance —  143,514 143,514 Total current liabilities 6,891,239 618,869 7,510,108 Total liabilities 16,953,739 618,869 17,572,608 Class A common stock subject to possible redemption 293,282,625 66,386 293,349,011 Accumulated deficit ( 16,264,430 ) ( 685,255 ) ( 16,949,685 ) Total Stockholders’ Deficit ( 16,263,584 ) ( 685,255 ) ( 16,948,839 ) Statement of Operations for the three months ended June 30, 2022 Legal investigations costs —  2,564,737 2,564,737 Formation and operating costs 4,652,670 ( 3,788,076 ) 864,594 Loss from operation costs ( 4,702,670 ) 1,223,339 ( 3,479,331 ) Loss before income taxes ( 4,306,674 ) 1,223,339 ( 3,083,335 ) Income tax expense ( 34,713 ) 1,099 ( 33,614 ) Net loss ( 4,342,387 ) 1,225,438 ( 3,116,949 ) Basic and diluted net loss per Class A common stock ( 0.12 ) 0.04 ( 0.08 ) Basic and diluted net loss per Class B common stock ( 0.12 ) 0.04 ( 0.08 ) Statement of Operations for the six months ended June 30, 2022 Legal investigations costs —  5,307,445 5,307,445 Formation and operating costs 6,516,590 ( 5,254,262 ) 1,262,328 Franchise tax 100,000 —  100,000 Loss from operation costs ( 6,616,590 ) ( 53,183 ) ( 6,669,773 ) Loss before income taxes ( 6,191,063 ) ( 53,183 ) ( 6,244,246 ) Income tax expense ( 34,713 ) 1,099 ( 33,614 ) Net loss ( 6,225,776 ) ( 52,084 ) ( 6,277,860 ) Basic and diluted net loss per Class A common stock ( 0.17 ) 0.00 ( 0.17 ) Basic and diluted net loss per Class B common stock ( 0.17 ) 0.00 ( 0.17 ) Statement of Changes in Stockholders’ Deficit for six months ended June 30, 2022 Net loss ( 6,225,776 ) ( 52,084 ) ( 6,277,860 ) Remeasurement of Class A common stock to redemption value ( 32,625 ) ( 66,386 ) ( 99,011 ) Total accumulated deficit ( 16,264,430 ) ( 685,255 ) ( 16,949,685 ) Total stockholders’ deficit ( 16,263,584 ) ( 685,255 ) ( 16,948,839 ) Statement of Cash Flows for the six months ended June 30, 2022 Net loss ( 6,225,776 ) ( 52,084 ) ( 6,277,860 ) Accrued expenses 5,656,004 ( 102,650 ) 5,553,354 Income tax payable —  33,614 33,614 Net cash provided by operations ( 776,463 ) ( 121,119 ) ( 897,582 ) Related party advance —  121,120 121,120 Net cash provided by financing activities 451,700 121,120 572,820 F-12 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS As previously reported Adjustments As restated Balance sheet as of March 31, 2022 Accrued expenses 1,701,798 1,760,763 3,462,561 Related party advance —  82,544 82,544 Total current liabilities 2,251,798 1,843,307 4,095,105 Total liabilities 12,314,298 1,843,307 14,157,605 Accumulated deficit ( 11,890,418 ) ( 1,843,307 ) ( 13,733,725 ) Total Stockholders’ Deficit ( 11,889,572 ) ( 1,843,307 ) ( 13,732,879 ) Statement of Operations for the three months ended March 31, 2022 Legal investigations costs —  2,742,708 2,742,708 Formation and operating costs 1,863,920 ( 1,466,186 ) 397,734 Loss from operation costs ( 1,913,920 ) ( 1,276,522 ) ( 3,190,442 ) Net loss ( 1,884,389 ) ( 1,276,522 ) ( 3,160,911 ) Basic and diluted net loss per Class A common stock ( 0.05 ) ( 0.03 ) ( 0.08 ) Basic and diluted net loss per Class B common stock ( 0.05 ) ( 0.03 ) ( 0.08 ) Statement of Changes in Stockholders’ Deficit for three months ended March 31, 2022 Net loss ( 1,884,389 ) ( 1,276,522 ) ( 3,160,911 ) Total accumulated deficit ( 11,890,418 ) ( 1,843,307 ) ( 13,733,725 ) Total stockholders’ deficit ( 11,889,572 ) ( 1,843,307 ) ( 13,732,879 ) Statement of Cash Flows for the three months ended March 31, 2022 Net loss ( 1,884,389 ) ( 1,276,522 ) ( 3,160,911 ) Accrued expenses 1,218,263 1,216,372 2,434,635 Net cash provided by operations ( 586,239 ) ( 60,149 ) ( 646,388 ) Related party advance —  60,150 60,150 Net cash provided by financing activities 300,000 60,150 360,150 As previously reported Adjustments As restated Balance sheet as of December 31, 2021 Accrued expenses 483,535 544,391 1,027,926 Related party advance —  22,394 22,394 Total current liabilities 683,535 566,785 1,250,320 Total liabilities 10,746,035 566,785 11,312,820 Accumulated deficit ( 10,006,029 ) ( 566,785 ) ( 10,572,814 ) Total Stockholders’ Deficit ( 10,005,183 ) ( 566,785 ) ( 10,571,968 ) Statement of Operations for the year ended December 31, 2021 Formation and operating costs 1,191,593 566,785 1,758,378 Franchise tax 200,000 —  200,000 Loss from operation costs ( 1,391,593 ) ( 566,785 ) ( 1,958,378 ) Net loss ( 1,384,495 ) ( 566,785 ) ( 1,951,280 ) Basic and diluted net loss per Class A common stock ( 0.08 ) ( 0.04 ) ( 0.12 ) Basic and diluted net loss per Class B common stock ( 0.08 ) ( 0.04 ) ( 0.12 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2021 Net loss ( 1,384,495 ) ( 566,785 ) ( 1,951,280 ) Total accumulated deficit ( 10,006,209 ) ( 566,605 ) ( 10,572,814 ) Total stockholders’ deficit ( 10,005,183 ) ( 566,785 ) ( 10,571,968 ) Statement of Cash Flows for the year ended December 31, 2021 Net loss ( 1,384,495 ) ( 566,785 ) ( 1,951,280 ) Accrued expenses 483,535 544,391 1,027,926 Net cash provided by operations ( 1,114,081 ) ( 22,394 ) ( 1,136,475 ) Related party advance —  22,394 22,394 Net cash provided by financing activities 294,691,812 22,394 294,714,206 F-13 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 3. 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. F-1 4 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Further , Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021 and no amounts accrued for interest and p enalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. F-1 5 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value. F-1 6 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 . At December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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. The Company 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. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. F-1 7 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 4 . 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 . NOTE 5 . 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. NOTE 6 . 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. The Company estimated the fair value of these transferred shares to be $ 221,000 . On September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. The number of Founder Shares issued represented 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). All shares and associated amounts have been retroactively restated to reflect the surrender of these shares. With certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in 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. F-1 8 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Administrative Service s Arrangement An affiliate of the Sponsor h as agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ 15,000 per month for these services. $ 180,000 and $ 56,000 of expense was recorded for the year December 31, 2022, and 2021, respectively. $ 176,000 and $ 11,000 was unpaid as of December 31, 2022 and 2021, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliat e of t he Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, initially up to $ 1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of $ 10.00 per unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2023, which loans will be non-interest bearing, unsecured and will be payable upon the consummation of a Business Combination . As of December 31, 2022 and December 31, 2021, there were $ 625,700 and $ 0 outstanding under this loan, respectively. See Note 10 for subsequent events related to this note. On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”). Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make no n-interest bearing loans to the Company to finance transaction costs in connection with the Business Combination and that, at the option of the lender, up to $ 1,500,000 of such loans may be convertible into units, at a price of $ 10.00 per unit, upon consummation of the Business Combination. Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into units from $ 1,500,000 to $ 30,000,000 . The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of the Company’s stockholders to be held to approve the Business Combination. As of December 31, 2022, no such loans were outstanding. On September 8, 2022, the Company issued a promissory note (the “Note”) in the aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. The Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective . At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) upon consummation of the initial Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units. As of December 31, 2022, there was $ 2,875,000 outstanding under this Note. Advances – related parties During 2022, the Sponsor paid, on behalf of the Company, $ 425,835 to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Sponsor for such payment was outstanding. See Note 10 for subsequent events related to this advance. During 2022, a Board member paid, on behalf of the Company, $ 100,000 to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Board Member for such payment was outstanding. NOTE 7 . COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the holders of representative shares as well as the holder s 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 F-1 9 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS 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. In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 10,062,500 upon closing of the Business Combination. The deferred underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. 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. Legal Matters The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities. The Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company’s Board of Directors; communications with and the evaluation of potential targets, including TMTG; communications relating to TMTG; agreements with and payments made to certain advisors; investors, including investor meetings and agreements; the appointment of certain of the Company’s officers and directors; policies and procedures relating to trading; and documents sufficient to identify banking, telephone, and email addresses; the Company’s due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG; and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering). According to the SEC’s request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security. Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it, including restrictions on its activities. See Note 11 – Subsequent Events. The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4 relating to the Transactions with TMTG, and a further subpoena in support thereof. This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4. Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it. In addition, the Section 8(e) order of examination of the Form S-4 can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions. See Note 11 – Subsequent Events. F- 20 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to the Company’s S-1 filings, communications with or about multiple individuals, and information regarding Rocket One Capital. The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG. The Company has also been informed that on June 30, 2022, TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to the Company and its directors. Certain current and former TMTG personnel have also recently received individual grand jury subpoenas. These subpoenas, and the underlying investigations by the SEC and the U.S. Department of Justice, can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions. Directors’ and Officers’ Insurance Policy The coverage under the D&O policy is $ 2.5 million in excess of a $ 5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Due to the early stage of this matter, there can be no assurance that the Company will be successful in recouping costs from the insurance company under its D&O policy. See Note 11 – Subsequent Events. 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. NOTE 8 . STOCKHOLDERS’ DEFICIT Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock - The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. On September 8, 2021, the Company issued 143,750 shares of Class A common stock (“representative shares”) to the underwriter. The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $ 1,437,500 . At December 31, 2022 and December 31, 2021, there were 28,744,342 and 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent equity. At December 31, 2022 and December 31, 2021, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit. Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration. At December 31, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers. The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20 % of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one 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. F- 21 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS 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; and • 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. NOTE 9. TAXES The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Net operating losses $ — $ 48,891 Start-up costs 5,190,046 445,661 Total deferred tax assets 5,190,046 494,552 Valuation Allowance ( 5,190,046 ) ( 494,552 ) Deferred tax asset, net of allowance $ — $ — F- 22 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS Below is breakdown of the income tax provision. For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal Current $ ( 3,078,967 ) $ ( 409,769 ) Deferred — — State and local Current ( 637,053 ) ( 84,783 ) Deferred — — Change in valuation allowance 4,695,494 494,552 Income tax provision $ 979,475 $ — As of December 31, 2022 and 2021, the Company had $ 0 and $ 192,902 of U.S. federal and state operating loss carryovers that do not expire and are available to offset future taxable income. In assessing the r e alization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $ 4,695,494 and $ 494,552 , 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, 2022 For the Year Ended December 31, 2021 Federal income taxes at 21 % 21.00 % 21.00 % State tax, net of Federal benefit 4.35 % 4.35 % Change in valuation allowance ( 32.03 )% ( 25.35 )% Provision for income tax ( 6.68 )% — The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2022 and 2021, due to the change in the valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. Note 10 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) As further described in Note 2, the previously reported financial information for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 have been restated. Relevant restated financial information for the first, second and third quarters of 2022 is included in this Annual Report on Form 10-K/A in the tables that follow. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. See Note 2 for additional information. F-23 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DIGITAL WORLD ACQUISITION CORP. BALANCE SHEETS As Restated September 30, 2022 June 30, 2022 March 31, 2022 ASSETS Current assets Cash $ 1,012 $ 2,969 $ 41,493 Prepaid assets 227,768 240,972 240,972 Total Current Assets 228,780 243,941 282,465 Prepaid assets —   46,214 105,632 Investments held in Trust Account 297,884,582 293,682,625 293,286,629 TOTAL ASSETS $ 298,113,362 $ 293,972,780 $ 293,674,726 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 10,895,164 $ 6,581,280 $ 3,462,561 Note payable – Sponsor 2,875,000 —   —   Income taxes payable 357,259 33,614 —   Franchise tax payable 350,000 300,000 250,000 Working capital loans 581,700 451,700 300,000 Advances – related parties 410,278 143,514 82,544 Total Current Liabilities 15,469,401 7,10,108 4,095,105 Deferred underwriting fee payable 10,062,500 10,062,500 10,062,500 TOTAL LIABILITIES 25,531,901 17,572,608 14,157,605 Commitments and Contingencies Class A common stock subject to possible redemption, $ 0.001 par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($ 10.34 , $ 10.20 and $ 10.20 per share) 297,177,323 293,349,011 293,250,000 Stockholders’ Deficit Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; 1,277,234 issued and outstanding, excluding 28,750,000 shares subject to redemption 127 127 127 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 7,187,500 issued and outstanding 719 719 719 Additional paid-in capital —  —  —  Accumulated deficit ( 24,596,708 ) ( 16,949,685 ) ( 13,733,725 ) Total Stockholders’ Deficit ( 24,595,862 ) ( 16,948,839 ) ( 13,732,879 ) TOTAL LIAIBLITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT $ 298,113,362 $ 293,972,780 $ 293,674,726 F-24 Table of Contents DIGITA L W ORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DIGITAL WORLD ACQUISITION CORP. STATEMENTS OF OPERATIONS As Restated Three Months Ended March 31, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Formation and operating costs 397,734 864,594 1,262,328 2,115,260 3,527,588 Legal investigations costs 2,742,708 2,564,737 5,307,445 2,656,763 7,964,208 Franchise tax expense 50,000 50,000 100,000 50,000 150,000 Loss from operating costs 3,190,442 3,479,331 6,669,773 4,822,023 11,491,796 Other income and expenses: Interest earned on investments held in Trust Account 29,531 395,996 425,527 1,326,957 1,752,484 Loss before income taxes ( 3,160,911 ) ( 3,083,335 ) ( 6,244,246 ) ( 3,495,066 ) ( 9,739.312 ) Income tax expense —   ( 33,614 ) ( 33,614 ) ( 323,645 ) ( 357,259 ) Net loss $ ( 3,160,911 ) $ ( 3,116,949 ) $ ( 6,277,860 ) $ ( 2,618,711 ) $ ( 10,096,571 ) Weighted average shares outstanding of Class A common stock 30,027,234 30,027,234 30,027,234 30,027,234 30,027,234 Weighted average shares outstanding of Class B common stock 7,187,500 7,187,500 7,187,500 7,187,500 7,187,500 Basic and diluted net loss per Class A common stock $ ( 0.08 ) $ ( 0.08 ) $ ( 0.17 ) $ ( 0.10 ) $ ( 0.27 ) Basic and diluted net loss per Class B common stock $ ( 0.08 ) $ ( 0.08 ) $ ( 0.17 ) $ ( 0.10 ) $ ( 0.27 ) F-25 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FIN A NCIAL STATEMENTS DIGITAL WORLD ACQUISITION CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT As Restated Class A Common Stock Class B Common Stock Additional Paid-In Capital Accumulated Deficit Total Stockholders’ Deficit Shares Amount Shares Amount Balance - December 31, 2021 1,277,234 $ 127 7,187,500 $ 719 $ —   $ ( 10,572,814 ) $ ( 10,571,968 ) Net loss —  —  —  —  —  ( 3,160,911 ) ( 3,160,911 ) Balance - March 31, 2022 1,277,234 127 7,187,500 719 —   ( 13,33,725 ) ( 13,732,879 ) Net loss ( 3,116,949 ) ( 3,116,949 ) Remeasurement of Class A common stock to redemption value ( 99,011 ) ( 99,011 ) Balance - June 30, 2022 1,277,234 127 7,187,500 719 —   ( 16,949,685 ) ( 16,948,839 ) Net loss —  —  —  —  —  ( 2,618,711 ) ( 2,618,711 ) Remeasurement of Class A common stock to redemption value —  —  —  —  —  ( 953,312 ) ( 953,312 ) Contribution —  —  —  —  —  ( 2,875,000 ) ( 2,875,000 ) Balance - September 30, 2022 1,277,234 127 7,187,500 719 —   ( 24,596,708 ) ( 24,595,862 ) Net loss —  —  —  —  —  ( 5,545,977 ) ( 5,545,977 ) Remeasurement of Class A common stock to redemption value —  —  —  —  —  ( 1,832,769 ) ( 1,832,769 ) Balance - December 31, 2022 1,277,234 $ 127 7,187,500 $ 719 $ —   $ ( 31,975,454 ) $ ( 31,974,608 ) As Restated Three Months Ended March 31, 2022 Six Months Ended June 30, 2022 Nine Months Ended September 30, 2022 Cash flows from operating activities: Net loss $ ( 3,160,911 ) $ ( 6,277,860 ) $ ( 10,096,571 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash and marketable securities held in the Trust Account ( 29,531 ) ( 425,527 ) ( 1,752,484 ) Changes in assets and liabilities: Accrued expenses 2,434,635 5,553,354 9,867,238 Income taxes payable —  33,614 357,259 Prepaid insurance 59,419 118,837 178,255 Franchise tax payable 50,000 100,000 150,000 Net cash used in operating activities ( 646,388 ) ( 897,582 ) ( 646,3880 ) Cash flows from investing activities: Cash deposited into Trust Account —  —  ( 2,875,000 ) Net cash used in investing activities —  —  ( 2,875,000 ) Cash flows from financing activities: Proceeds from working capital loan 300,000 451,700 581,700 Proceeds from advances – related parties 60,150 121,120 387,884 Proceeds from Sponsor note —  —  2,875,000 Net cash provided by financing activities 360,150 572,820 3,844,584 Net change in cash ( 286,238 ) ( 324,762 ) ( 326,719 ) Cash at beginning of period 327,731 327,731 327,731 Cash at end of period $ 41,493 $ 2,969 $ 1,012 Non-cash investing and financing activities: Remeasurement of Class A common stock $ —   $ 99,011 $ 3,28,312 NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Com p any 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. F-2 6 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS On April 21, 2023, the Company issued two promissory notes (one for $ 625,700 and the other for $ 500,000 ) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing a Business Combination. Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective . At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of each note may be converted into units of the Company (the “Conversion Units”) immediately prior to the consummation of the Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units. The above promissory note for $ 625,700 replaces the working capital loan for the same amount. See Note 5. The above promissory note for $ 500,000 replaces the advance – related party for $ 425,835 . There was no change to the amount outstanding. See Note 5. On June 2, 2023, the Company, issued a promissory note in the aggregate principal amount of $ 2,000,000 (the “$2 Million Note”) to Renatus, of which Eric Swider, Interim Chief Executive Officer and Director of the Company, is a founder and partner and another promissory note in the aggregate principal amount of $ 10,000,000 (the “$10 Million Note,” together with the $2 Million Note, the “Notes”) to Renatus. The proceeds of the Notes will be used to pay costs and expenses in connection with completing the Business Combination. Each of the Notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Renatus and upon the approval of the Company’s stockholders and the approval of the requisite number of institutional investors, with which the Company entered into certain securities purchase agreements on December 4, 2021, up to the full amounts payable under the Notes may be converted into units of the Company (the “Conversion Units”) at any time on or prior to the applicable maturity date of the Notes with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the respective Note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units. 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. As of October 24, 2023, approximately $ 1.2 million had been borrowed by the Company. SEC Settlement 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 mer ger or a comparable business combination or transaction, whether with TMTG or any other entity. F-2 7 Table of Contents DIGITAL WORLD ACQUISITION CORP. NOTES TO FINANCIAL STATEMENT S 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 has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before November 20, 2023, the Company must 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. In the event the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel. On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company is not in compliance with the Rule because it has 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 has submitted to Nasdaq an updated compliance plan. Change in Trust Assets On August 25, 2023, the Company instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. As of the date hereof, interest earned on cash held in the trust account is approximately 4.50 % per annum. Amendments to Merger Agreement 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. 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. For further information on the Third Amendment, please see the Company’s current report on Form 8-K filed with the SEC on September 29, 2023. The foregoing references and description of the Second and Third Amendments and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreements (as amended), copies of which are filed as Exhibits 10.1 with the Company’s Current Reports on Form 8-K filed on August 9, 2023 and September 29, 2023, respectively. Extension of Date to Complete Business Combination On September 6, 2023, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends, 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. PIPE terminations As of October 24, 2023, the Company had received termination notices from PIPE Investors representing approximately $ 191,500,000 of the PIPE. As a result, together with previously reported terminations, approximately $ 467,000,000 of the PIPE has been cancelled. Extension and redemption 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, we expect that approximately $ 294,349 (approximately $ 10.24 per share) will be removed from the Company’s trust account to pay such holders, which amount is subject to final adjustments by the trustee. Trust withdrawal for taxes In September 2023, the Company withdrew approximately $ 2.4 million from the Trust to pay taxes. Directors’ and Officers’ Insurance Policy As of October 24, 2023, the insurance company has advanced approximately $ 1.2 million to certain individuals and entities. Legal Matter On October 20, 2023, Robert Lowinger (the “Plaintiff”) filed a complaint against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month period from the date of their purchases, both Mr. Garelick and Rocket One sold securities in the Company and realized profits from those sales. Additionally, the Plaintiff alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One’s purchases and sales of the Company’s securities. According to the Plaintiff, 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 the Company. As of the date of this report, the Company has not filed a response to the complaint. The case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 (S.D.N.Y. Oct. 20, 2023). F-2 8 Table of Contents EXHIBIT INDEX Exhibit No. Description   2.1 Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative. (5) +   2.2 First Amendment to Agreement and Plan of Merger, dated as of May 11, 2022, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative. (8)   3.1 Amended and Restated Certificate of Incorporation. (4)   3.2 Amendment to the Amended and Restated Certificate of Incorporation (9)   3.2 By Laws. (1)   3.3 Form of Certificate of Designation of Preferred Stock. (6)   4.1 Specimen Unit Certificate. (2)   4.2 Specimen Class A Common Stock Certificate. (2)   4.3 Specimen Warrant Certificate. (2)   4.4 Warrant Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (4)   4.5 Description of Registered Securities. (7)  10.1 Letter Agreement among DWAC, its officers, directors and ARC Global Investments II LLC. (4)  10.2 Amended and Restated Promissory Note, dated August 20, 2021, issued to ARC Global Investments II LLC. (3)  10.3 Investment Management Trust Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)  10.4 Registration Rights Agreement, dated September 2, 2021, by and among the Company and certain security holders. (4)  10.5 Securities Subscription Agreement, dated January 20, 2021, between the Company and ARC Global Investments II LLC. (1)  10.6 Unit Subscription Agreement, dated September 2, 2021, between the Company and ARC Global Investments II LLC. (4)  10.7 Administrative Support Agreement by and between the Company and Benessere Enterprises Inc. (4)  10.8 Form of Voting Agreement. (5)  10.9 Form of Lock-Up Agreement. (5)  10.10 Form of Securities Purchase Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein. (6)  10.11 Form of Registration Rights Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein. (6)  10.12 Amendment to Letter Agreement, dated May 12, 2022, among the Registrant and our officers, directors and ARC Global Investments II LLC. (8)  10.13 Form of Indemnity Agreement. (2)  10.14 Promissory Note to ARC Global Investments II LLC dated as of September 8, 2022. (10)  10.15 Administrative Services Agreement, dated as of April 5, 2023, by and between the Company and Renatus LLC. (11)  10.16 Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023.  10.17 Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023.  14 Form of Code of Ethics. (2) Table of Contents Exhibit No. Description 31.1 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.* 31.2 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.* 32.1 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.** 32.2 Certification of the Principal Financial Officer Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 99.1 Audit Committee Charter. (2) 99.2 Compensation Committee Charter. (2) 101.INS Inline XBRL Instance Document.* 101.SCH Inline XBRL Taxonomy Extension Schema Document.* 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document.* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).* * Filed herewith. ** Furnished herewith. + Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). DWAC agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. (1) Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-256472), filed with the SEC on May 26, 2021. (2) Incorporated herein by reference to Amendment No. 2 to the Company’s Registration Statement on Form S-1/A (File No. 333-256472), filed with the SEC on July 26, 2021. (3) Incorporated herein by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A (File No. 333-256472), filed with the SEC on August 20, 2021. (4) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2021. (5) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 26, 2021. (6) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2021. (7) Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 13, 2022. (8) Incorporated by reference to the Company’s Registration Statement on Form S-4, filed with the SEC on May 16, 2022. (9) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 30, 2022. (10) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on September 9, 2022. (11) Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the SEC on April 13, 2023. Table of Contents SIGNATURES 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. DATE: October 27, 2023 DIGITAL WORLD ACQUISITION CORP. By: /s/ Eric Swider Name: Eric Swider Title: Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Eric Swider Eric Swider Chief Executive Officer (Principal Executive Officer) October 27, 2023 /s/ Katherine Chiles Katherine Chiles Chief Financial Officer (Principal Financial and Accounting Officer) October 27, 2023 /s/ Alexander Cano Alexander Cano President and Secretary October 27, 2023 /s/ Frank Andrews Frank Andrews Non-Executive Chairman and Director October 27, 2023 /s/ Edward Preble Edward Preble Director October 27, 2023 /s/ Jeffrey Smith Jeffrey Smith Director October 27, 2023