Trump Media & Technology Group Corp. announced that it has entered into subscription agreements with Digital World Acquisition Corp. for the issue of convertible preferred stock for the gross proceeds of $1,000,000,000 December 4, 2021.

The per-share conversion price of the fully committed convertible preferred stock PIPE transaction represents a 20% discount to DWAC's volume-weighted average closing price for the five trading days prior to and including December 1, 2021, subject to downward adjustment. If the VWAP of the combined entity for the 10 trading days after the closing of the business combination is at or above $56, no downward adjustment will occur. If the closing VWAP is below $56, then the conversion price shall be adjusted to the greater of a 40% discount to the closing VWAP and the floor price of $10.00.

The transaction is subject to customary closing conditions, including stockholder and regulatory approval, and is expected to close upon or shortly after the consummation of the business combination.