Item 8.01. Other Events.
As previously disclosed in Digital World's quarterly report on Form 10-Q for the
period ended March 31, 2022 and other filings with the SEC, Digital World
received a document request and subpoena from the SEC seeking various documents
and information regarding, among other things, meetings of Digital World 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 Digital World's officers and directors; policies
and procedures relating to trading; and documents sufficient to identify
banking, telephone, and email addresses. The SEC also recently issued an order
of examination pursuant to Section 8(e) of the Securities Act, with respect to
the Registration Statement relating to the Business Combination, 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 Digital World (and/or certain of Digital World's officers and directors)
and other entities (including ARC Global Investments II LLC (the "Sponsor") and
certain advisors, including Digital World'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 Registration
Statement. Any resolution of the investigation could result in the imposition of
significant penalties, injunctions, prohibitions on the conduct of Digital
World's business, damage to its reputation and other sanctions against Digital
World. In addition, the Section 8(e) order of examination of the Registration
Statement can be expected to delay effectiveness of the Registration Statement,
which could materially delay, materially impede, or prevent the consummation of
the Business Combination.
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