Participants in Solicitation
DWAC and TMTG and certain of their respective 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 DWAC in favor of the Business Combination and the proposals listed on the Annual Meeting Proxy Statement. Securityholders of DWAC and other interested persons may obtain more
information regarding the names and interests of DWACs directors and officers in the Business Combination in DWACs filings with the SEC, including in the definitive proxy statement/ prospectus, and the names and interests of TMTGs
directors and officers in the proposed Business Combination in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation
do not have any interests in DWAC other than with respect to their interests in the Business Combination.
Forward-Looking Statements
This e-mail contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the proposed Business Combination between the Company and TMTG. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate,
intend, strategy, future, opportunity, plan, may, should, will, would, will be, will continue, will likely
result and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially
from the forward-looking statements in this e-mail, including but not limited to: (i) the risk that the Business Combination and may not be completed in a timely manner, by DWACs Business
Combination deadline or at all, which may adversely affect the price of DWACs securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of that certain Agreement and
Plan of Merger, dated as of October 20, 2021 (as amended and supplemented from time to time, the Merger Agreement) by the stockholders of DWAC, (iii) the risk that DWAC may not be able to terminate all of the securities
purchase agreements (the SPAs) with certain institutional investors (the PIPE Investors) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital Worlds Series A
Convertible Preferred Stock (the Preferred Stock) for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the PIPE) and as a result TMTG may determine not proceed
with the Business Combination, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by DWAC stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq
Stock Markets initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE or the Business Combination on TMTGs business relationships,
operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of DWAC, (x) the outcome of any legal proceedings that may be instituted against TMTG or against DWAC related to the
Merger Agreement or the Business Combination, (xi) the risk of any investigations by the SEC or other regulatory authority relating to the PIPE, the Merger Agreement or the Business Combination and the impact they may have on consummating the
transactions, (xii) Truth Social, TMTGs initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute
its growth strategies, (xv) risks related to the future pandemics and response and geopolitical developments, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the
Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions,
(xviii) DWACs ability to timely comply with Nasdaqs rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due
diligence investigations, and (xx) those factors discussed