Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 29, 2024, the Board of Directors of Digital World Acquisition Corp., a Delaware corporation (Digital World or
the Company), with its principal place of business in Miami, Florida, approved, in supplement to, not in replacement of any applicable provisions in the Companys Certificate of Incorporation, an amendment to the
Companys bylaws to add a new Section 9.16 to Article IX pursuant to which the Company selects the federal district courts of the United States of America, and specifically the United States District Court for the Southern District of
Florida to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act, Securities Act of 1933, as amended (the Securities Act), or the rules and regulations promulgated
under the Exchange Act or Securities Act. In addition, pursuant to such new Section 9.16, any stockholder bringing an action against the Company outside the scope of Section 12.1 of the Certificate of Incorporation is deemed to have consented to the
jurisdiction of the federal courts located within the Southern District of Florida in connection with any action brought in any such court to enforce such Section 9.16.
The foregoing description is qualified in its entirety by reference to the amended bylaws, a copy of which is attached as Exhibit 3.1 hereto
and is incorporated herein by reference.
Item 8.01 Other Events.
As previously disclosed, the Company, DWAC Merger Sub Inc., a Delaware corporation (Merger Sub), a direct and wholly owned
subsidiary of Digital World, and Trump Media & Technology Group Corp., a Delaware corporation (TMTG), entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to
Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, and as it may be further
amended or supplemented from time to time, the Merger Agreement), pursuant to which, among other transactions, Merger Sub will merge with in and into TMTG (the Business Combination), with TMTG surviving as a
wholly owned subsidiary of Digital World. Upon the consummation of the Business Combination, Digital World will change its name to Trump Media & Technology Group Corp.
Extension to Liquidation Date
On
February 29, 2024, the Board of Directors of Digital World (the Board), extended the date by which the Company has to complete its initial business combination from March 8, 2024 to June 8, 2024 (the Extension).
The Extension is the third of four three-month extensions permitted under the Companys Amended and Restated Certificate of Incorporation, as amended (the Digital World Charter), and provides the Company with additional time
to complete its initial business combination as determined by the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Litigation Relating to the Business Combination
As disclosed in Digital Worlds definitive proxy statement/prospectus related to the Business Combination (the Proxy
Statement) filed with the Securities and Exchange Commission (the SEC) on February 16, 2024, Mr. Patrick Orlando, Digital Worlds former chairman of the board of directors and chief executive officer and a
current member of the Board and managing member of ARC Global Investments II, LLCs (ARC or the Sponsor), has demonstrated persistent conduct to frustrate and obstruct the consummation of the Business
Combination. Notwithstanding Mr. Orlandos and the Sponsors fiduciary and contractual obligations to facilitate the consummation of the Business Combination, subsequent to filing the Proxy Statement, ARC, which is solely controlled by
Mr. Orlando, threatened to outright enjoin the Business Combination as leverage for negotiating post-merger conditions more favorable for himself and/or ARC to the detriment of Digital Worlds public shareholders. On February 26,
2024, ARC, through its representatives, asserted that after a more thorough reviewthe conversion ratio in connection with the conversion of the Class B common stock into Class A common stock upon consummation of the
Business Combination was approximately 1.8:1. This 1.8:1 ratio is contrary to prior claims by Mr. Orlando as the managing member of ARC, that the conversion ratio was 1.69:1, as previously disclosed in the Proxy Statement. Digital
World and the independent members of the Board believe the calculation underlying the 1.8:1 ratio is incorrect because this calculation appears to inappropriately include certain securities issuances that should be excluded from the ratios
calculation under the Digital World Charter. The members of the Board further believe that such claims are another attempt by Mr. Orlando to extract personal benefits in breach of his fiduciary duty to Digital World and its shareholders.
Accordingly, because of the foregoing developments in the relationship with Mr. Orlando and the Sponsor, on February 27, 2024,
Digital World and TMTG filed a lawsuit, captioned Digital World Acquisition Corp. v. ARC Global Investments II, LLC (Case No. 192862534), in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida. The
lawsuit seeks (i) a declaratory judgment that the appropriate conversion ratio is 1.34:1, as previously disclosed in the Proxy Statement, (ii) damages for tortious interference with the contractual and business relationship between TMTG
and Digital World, (iii) damages for conspiracy with unnamed co-conspirators to tortuously interfere with the contractual and business relationship between TMTG and Digital World, (iv) damages to
TMTG as a result of (a) the breach of fiduciary duty by Mr. Orlando, which exposed Digital World to regulatory liability through the practice of targeting and resulted in an $18 million dollar penalty to Digital World and significant
reputational harm and (b) Mr. Orlandos continuous obstruction of Digital Worlds merger with TMTG to extort various concessions that only benefit him and harm Digital World and its shareholders; and (v) damages for
wrongfully asserted dominion over Digital Worlds assets inconsistent with Digital Worlds possessory rights over those assets. In the early afternoon on February 28, 2024, ARCs registered agent in Wilmington, Delaware was
served with the complaint filed by Digital World and TMTG against ARC and Mr. Orlando. Mr. Orlando was also personally served with the complaint filed by Digital World and TMTG against ARC and Mr. Orlando. Later in the day on February
28, 2024, ARCs counsel electronically mailed Digital Worlds counsel a lawsuit, captioned ARC Global Investments II, LLC v. Digital World Acquisition Corp., Eric Swider, Frank J. Andrews, Edward J. Preble and Jeffery A. Smith,
which was filed in the Court of Chancery of the State of Delaware. The complaint alleges impending violation of the Digital World Charter for failure to commit to issue the number of conversion shares to ARC that ARC claims it is owed upon the
consummation of the Business Combination. The complaint claims a new conversion ratio of 1.78:1. Digital World believes the difference between Digital Worlds calculation of the previously disclosed conversion ratio of 1.34:1 and ARCs now
claimed ratio of 1.78:1 results from ARC improperly