What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-11-13 · 92 added, 119 removed, 441 unchanged (32% of the section changed)

1 unchanged sentence

DIGITAL WORLD ACQUISITION CORP.

BALANCE SHEETS

Current assets

8 unchanged sentences

Franchise tax payable

W orking capital loa ns

Working capital loans

Advances - related parties

4 unchanged sentences

Class A common stock subject to possible redemption, $ 0.0001 par value, 200,000,000 shares authorized;

28,744,342 shares outstanding, at redemption value ($ 10.57

shares outstanding, at redemption value ($ 10.48 and $ 10.40 per share ), respectively

Stockholders’ Deficit

16 unchanged sentences

For the Three months ended

For the Six months ended

Formation and operating costs

Regulatory settlement

Legal investigations expense

Legal investigations costs

Franchise tax expense

2 unchanged sentences

Interest earned on cash held in Trust Account

Loss before income taxes

Income (Loss) before income taxes

Income tax expense

Net income (loss)

Weighted average shares outstanding of Class A common stock

4 unchanged sentences

DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF CHANGES STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AN D

2022 (UNAUDITED)

Stockholders’

2 unchanged sentences

Balance March 31, 2023

Fair value of Private Placement Units issued for legal services

Remeasurement of Class A common stock to redemption value

Balance June 30, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Stockholders’

1 unchanged sentence

Balance - March 31, 2022

Remeasurement of Class A common stock to

Balance - June 30, 2022

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

The accompanying notes are an integral part of these unaudited

condensed financial statements.

DIGITAL WORLD ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

For the Three

Cash flows from operating activities:

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on cash and marketable securities held in Trust Account

Fair value of Private Placement Units issued for legal services

Changes in operating assets and liabilities:

16 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

DESCRIPTION OF ORGANIZATION ,

BUSINESS OPERATIONS AND GOING CONCERN

Digital World Acquisition Corp.

2 unchanged sentences

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 June 30, 2023, the Company had not yet commenced operations.

All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

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

All activity through March 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

43 unchanged sentences

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 from March 8, 2023.

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.

37 unchanged sentences

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.

See Note 8 – Subsequent Events.

– Subsequent Events.

DIGITAL WORLD ACQUISITION CORP.

5 unchanged sentences

the Securities and Exchange Commission (the “SEC”).

Certain information or footnote d isclos

ures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

In the opinion of the Company’s management, the unaudited financial statements as of June 30, 2023 and for the three and six months ended June 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of June 30, 2023 and its results of operations and cash flows for the three and six months ended June 30, 2023.

The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period.

In the opinion of the Company’s management, the unaudited financial statements as of March 31, 2023 and for the three months ended March 31, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2023 and its results of operations and cash flows for the three months ended 31, 2023.

The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period.

Emerging Growth Company

4 unchanged sentences

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.

This may make comparison of the Company’s financial statements with an o

ther 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

1 unchanged sentence

DIGITAL WORLD ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Making estimates requires management to exercise significant judgment.

NOTES TO FINANCIAL STATE ME

Making estimates requires management to exercise significant judgme nt

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.

8 unchanged sentences

Class A Common Stock Subject to Possible Redemption

As discussed in Note 3, 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.

As discussed in Note 2

, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

6 unchanged sentences

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 June

, 2023 or December 31, 2022 and no amounts accrued for interest and penalties.

There were no unrecognized tax benefits as of March 31, 2023 or December 31, 2022 and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

2 unchanged sentences

The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR.

As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June

The Company’s effective tax rate was 11 % and 1 % for the three months ended June 30, 2023 and 2022, respectively.

The Company’s effective tax rate was 30 % a

nd 1 % for the six months ended June 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21.0 % for the three a nd si x

months ended J

, 2023 and 2022, due to the changes in the valuation allowance in 2022.

As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2023.

The Company’s effective tax rate was 35.0 % and 0 % for the three months ended March 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21.0 %

for the three months ended March 31, 2023 and 2022, due to the changes in the valuation allowance in 2022.

Net Income (Loss) Per Share

5 unchanged sentences

The calculation of diluted income (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 June 30, 2023 and December 31, 2022, 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 of March 31, 2023 and December 31, 2022, 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 $

At June 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

At March 31, 2023, the Company had not experienced losses on this

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 unaudited balance sheet, primarily due to their short-term nature.

balance sheet, primarily due to their short-term nature.

DIGITAL WORLD ACQUISITION CORP.

7 unchanged sentences

settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date.

The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40.

The Company accounts for the warrants in accordance with the guidance

in ASC 815-40.

The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements.

26 unchanged sentences

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 7).

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 ).

As of September 8, 2021, the Company incurred offering costs of $ 23,566,497 , consisting of deferred underwriting commissions of

(see Note 2), fair value of the representative shares (as defined in Note 6) of

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

PRIVATE PLACEMENT

22 unchanged sentences

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

The agreement with the Sponsor was terminated on April 5, 2023.

$ 0 and $ 45,000 of expense was recorded for the three months ended June 30, 2023 and 2022, respectively.

$ 45,000 and $ 90,000 of expense was recorded for the six months ended June 30, 2023 and 2022, respectively.

$ 221,000 and $ 176,000 was unpaid as of June 30, 2023 and December 31, 2022, respectively.

On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $ 15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation.

$ 45,000 and $ 0 of expense was recorded for the three months ended June 30, 2023 and 2022, respectively.

$ 45,000 and $ 0 of expense was recorded for the six months ended June 30, 2023 and 2022, respectively.

unpaid balance as of June 30, 2023.

$ 45,000 of expense was recorded for the three months ended March 31, 2023 and 2022, respectively.

$ 221,000 and $ 176,000 was unpaid as of March 31, 2023 and December 31, 2022, respectively.

Related Party Loans

5 unchanged sentences

bearing, unsecured and will be payable upon the consummation of a Business Combination.

As of June 30, 2023 and December 31, 2022, there were $ 1,275,033 (which exceeds the aggregate amount the Sponsor committed to provide) a nd $ 625,700 outstanding due to the Sponsor, respectively.

As of March 31, 2023 and December 31, 2022, there were $ 1,166,700 (which exceeds the aggregate amount the Sponsor committed to provide)

and $ 625,700 outstanding due to the Sponsor

, respectively.

for Subsequent Events.

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”).

1 unchanged sentence

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 unit s 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 June 30, 2023, no such loans were outstanding.

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.

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, 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

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.

As of June 30, 2023, $ 108,333

was outstanding for such loans.

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 March 31, 2023, no such loans were outstanding.

DIGITAL WORLD ACQUISITION CORP.

4 unchanged sentences

(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 June 30, 2023 and December 31, 2022, there was $ 2,875,000 o utstandin g under this Note.

As of March 31, 2023 and December 31, 2022, there was $ 2,875,000 outstanding under this Note.

Advances – related parties

During 2022 and the six months ended June 30, 2023, the Sponsor paid, on behalf of the Company, $ 470,835 to a vendor for costs incurred by the Company.

As of June 30, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ 470,835 and $ 425,835

, respectively.

During 2022 and the three months ended March 31, 2023, the Sponsor paid, on behalf of the Company, $

450,835 to a vendor for costs incurred by the Company.

As of March 31, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ 450,835 and $ 425,835 , respectively.

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 June 30, 2023 and December 31, 2022, the Company’s obligation to the Board Member for such payment was outstanding.

As of March 31, 2023 and December 31, 2022, the Company’s obligation to the Board Member for such payment was outstanding.

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

Underwriting Agreement

The underwriters purchased the 3,750,000 additional Units to cover over-a llotments a

t the Initial Public Offering price, less the underwriting discounts and commissions.

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:

8 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

Agreements with certain vendors

During 2023 the Company agreed to pay a law firm a fixed amount of $ 500,000 for services.

The $ 500,000 is payable in Private Placement Units at a price of $ 10 per unit.

$ 300,000 was earned and payable at June 30, 2023.

The Company has recorded $ 414,000 of expense representing the fair value of the units earned and payable at June 30, 2023.

ence between $ 414,000 and $ 300,000 is due to the fair value of the units on the date of issuance.

During 2023 the Company agreed to pay a law firm an amount greater than the actual fee s a

nd expens es in

curred if the C om

pany completes the business combination.

The greater amount is the greater of $ 8 million or 130 % of the actual fees.

Expenses incurred

for the six months ended

June 30, 2023 related to the law firm were $ 577,087 .

Legal Matters

Except as indicated below, to the knowledge of the Company’s management team, there is no litigation currently pending or contemplated against the Company, or against any of its property.

The Company is cooperating with a FINRA inquiry concerning events (spec ifi

cally, a review of trading) that preceded the public announcement of the Merger Agreement.

Except as indicated below, to the knowledge of the Company’s ma na

gement team, there is no litigation currently pending or contemplated against the Company, or against any of its property.

The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger 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.

20 unchanged sentences

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 co mbi

In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $ 18 million to the SEC promptly after the closing of any merger or a comparable business combination or transaction, whether with TMTG or any other entity.

6 unchanged sentences

Directors’ and Officers’ Insurance Policy

The coverage under the D&O policy is $ 2.5 million in e

xcess 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 submittin g informatio

n to the insurance company.

The coverage under the D&O po

licy 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.

4 unchanged sentences

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 June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

2 unchanged sentences

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 June 30, 2023 and December 31, 2022, there were 28,744,342 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 June 30, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit.

and December 31, 2022

, there were 28,744,342 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 March 31, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit.

Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

15 unchanged sentences

at any time after the warrants become exercisable;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

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

12 unchanged sentences

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 June

, 2023, up to the date the Company issued the financial statements.

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.

The Company has evaluated all events or transactions that occurred after March 31, 2023.

Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below.

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.

(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.

The above promissory note for $ 500,000 replaces the advance – related party for $ 425,835 .

There was no change to the amount outstanding.

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.

(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

1 unchanged sentence

The Settlement in Principle was subject to approval by the SEC.

On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist

order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1

and the Form S-4

concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination.

In the Order, Digital World agreed (i) that any amended Form S-4

filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $ 18 million to the SEC promptly after the closing of any merger or a comparable business combination or transaction, whether with TMTG or any other entity.

Notes payable

As of October 24, 2023, approximately $ 1.2 million had been borrowed by the Company under the Renatus Notes.

Notice of delisting

50 unchanged sentences

1:23-cv-9243 (S.D.N.Y.

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 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements