Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by
On
Pursuant to the terms of the SPA, DWAC agreed to certain restrictions on future stock offerings, subject to certain exceptions, including that the company will not issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents until 90 days after either (i) all of the common stock underlying the Preferred Stock is registered, sold or eligible to be sold without registration, or (ii) the first date following the first anniversary of the Closing that no PIPE Investor is an affiliate of the Company ((i) and (ii), collectively, the "Effective
--------------------------------------------------------------------------------
Date"). DWAC also agreed that until one year after the Effective Date, the
company shall not undertake a reverse or forward stock split or reclassification
of the company's common stock without the prior written consent of the
Each PIPE Investor agreed in the SPA that, with respect to matters arising out of, resulting from, in connection with or relating to the Transaction Documents or the transactions contemplated hereby, it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in DWAC's trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
The material terms of the Preferred Stock as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations for the Preferred Stock (the "Certificate of Designation") are summarized below:
Rank. The Preferred Stock shall rank (i) senior to all of the common stock of
the post-combination company ("Pubco"); (ii) senior to any class or series of
capital stock of
Dividends. Except for stock dividends or distributions for which certain adjustments are to be made, the holders of Preferred Stock will be entitled to receive dividends equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock; provided, however, to the extent that any such holder's right to participate in any such distribution would result in such holder exceeding the Beneficial Ownership Limitation (as defined below), then such holder shall not be entitled to participate in such distribution to such extent (or in the beneficial ownership of any shares of common stock as a result of such distribution to such extent) and the portion of such distribution shall be held in abeyance for the benefit of such holder until such time, if ever, as its right thereto would not result in the holder exceeding the Beneficial Ownership Limitation. No other dividends shall be paid on shares of Preferred Stock.
Liquidation Preference. In the event of a liquidation, dissolution or winding up
of
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The offer and sale of the Preferred Stock to be pursuant to the SPA will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
Included as Exhibit 99.2 to this Current Report on Form 8-K is a presentation (the "Corporate Presentation") that DWAC and TMTG have utilized in various meetings with securities analysts, investors and others. The Corporate Presentation is being furnished herewith and is incorporated herein by reference.
Exhibit 99.2 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
DWAC has received certain preliminary, fact-finding inquiries from regulatory
authorities, with which it is cooperating. Specifically, in late October and in
early
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Form of Certificate of Designation of Preferred Stock 10.1 Form of Securities Purchase Agreement, dated as ofDecember 4, 2021 , by and between DWAC and the investors named therein 10.2 Form of Registration Rights Agreement, dated as ofDecember 4, 2021 , by and between DWAC and the investors named therein 99.1 Press release datedDecember 4, 2021 99.2 Corporate Presentation of TMTG 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source