Item 8.01. Other Events
On August 8, 2022, Digital World Acquisition Corp., a Delaware corporation
("Digital World") issued a press release announcing that its board of directors
has set the close of business on August 12, 2022 as the record date ("Record
Date") for Digital World's special meeting of stockholders to be held to approve
a proposal to amend Digital World's charter (the "Extension Amendment") to
extend the date by which it has to complete a business combination from
September 8, 2022 to September 8, 2023 (the "Extension"). Additionally, Digital
World's board of directors has selected September 6, 2022 as the tentative
meeting date for the Special Meeting. A proxy statement relating to the Special
Meeting has not been finalized or declared effective. Once final, a definitive
proxy statement (the "Extension Proxy Statement") will be mailed together with a
proxy card to Digital World and will include the date, time and location of the
Special Meeting. It is important to note that the September 6, 2022 meeting date
is tentative and subject to change by Digital World at any time in its
discretion until it is finalized in the Extension Proxy Statement.
The press release is attached as Exhibit 99.1 hereto and is incorporated herein
by reference.
The information in this Item 8.01 and Exhibit 99.1 attached hereto will 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 will it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibits
99.1 Press Release dated August 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve
risks and uncertainties. Forward-looking statements are statements that are not
historical facts. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ from the
forward-looking statements. These forward-looking statements and factors that
may cause such differences include, without limitation, uncertainties relating
to Digital World's stockholder approval of the Extension, its inability to
complete an initial business combination within the required time period or, and
other risks and uncertainties indicated from time to time in filings with the
Securities and Exchange Commission (the "SEC"), including Digital World's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the
heading "Risk Factors" and other documents Digital World has filed, or to be
filed, with the SEC. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Digital World
expressly disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in Digital World's expectations with respect thereto or any
change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
Digital World and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of Digital World in favor of
the approval of the Extension. Investors and security holders may obtain more
detailed information regarding the names, affiliations and interests of Digital
World's directors and officers in the Extension Proxy Statement, which, when
available, may be obtained free of charge from the sources indicated above.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
Extension. This communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
Digital World urges investors, stockholders and other interested persons to read
the Extension Proxy Statement, once available, as well as other documents filed
by Digital World with the SEC, because these documents will contain important
information about Digital World and the Extension. When available, stockholders
may obtain copies of the Extension Proxy Statement, without charge, at the SEC's
website at www.sec.gov or by directing a request to: Digital World Acquisition
Corp., 78 SW 7th Street, Miami, FL 33130.
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