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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.
−Removed: 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.
+Added: On October 20, 2023, the Plaintiff filed a complaint against Rocket One, Michael Shvartsman, Bruce Garelick, and the Company in the U.S.
District Court for the Southern District of New York.
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Settlement in Principle
−Removed: As previously disclosed in the Company’s Form 8-K filed with the SEC on July 3, 2023, the Company was the subject of an investigation (the “Investigation”) by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 (the “Form S-1”) in connection with its IPO and Form S-4 relating to the business combination between the Company and TMTG.
−Removed: On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation.
+Added: As previously disclosed in the Company’s Form 8-K filed with the SEC on July 3, 2023, the Company was the subject of an Investigation by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 in connection with its IPO and Form S-4 relating to the business combination between the Company and TMTG.
+Added: On July 3, 2023, the Company reached a Settlement in Principle in connection with the Investigation.
The Settlement in Principle was subject to approval by the SEC.
−Removed: 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.
+Added: On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a 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.
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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.