Digital World Acquisition Corp. Files 10-K/A Amendment

TL;DR

<b>Digital World Acquisition Corp. filed an amended 10-K for FY2022, detailing stock splits and share adjustments.</b>

AI Summary

Digital World Acquisition Corp. (DJTWW) filed a Amended Annual Report (10-K/A) with the SEC on January 9, 2024. Filing is an amended 10-K for the period ending December 31, 2022. Includes restated share and associated amounts reflecting a three-for-one stock split on July 1, 2021. Details surrender of 1,437,500 Class B shares by the Sponsor on September 2, 2021. References redemption of warrants when Class A common stock price equals or exceeds $18.00. Mentions related party loans and administrative support agreements.

Why It Matters

For investors and stakeholders tracking Digital World Acquisition Corp., this filing contains several important signals. This amendment provides updated financial reporting, crucial for investors to assess the company's historical performance and capital structure. The specific details on stock splits and share surrenders impact the per-share calculations and ownership structure, which are key metrics for valuation.

Risk Assessment

Risk Level: medium — Digital World Acquisition Corp. shows moderate risk based on this filing. The filing is an amendment to a 10-K, indicating potential prior inaccuracies or the need for clarification in financial reporting, which could suggest underlying complexities or issues.

Analyst Insight

Review the specific restatements and share adjustments in the amended 10-K to understand their impact on the company's financial position and shareholder equity.

Key Numbers

• 2022-12-31 — Fiscal Year End (Period of report)
• 2024-01-09 — Filing Date (Date filed)
• 2021-07-01 — Stock Split Date (Date of three-for-one stock split)
• 2021-09-02 — Share Surrender Date (Date Sponsor surrendered Class B shares)

Key Players & Entities

• Digital World Acquisition Corp. (company) — Filer name
• 0001849635 (company) — Central Index Key
• DE (company) — State of Incorporation
• 7370 (company) — Standard Industrial Classification
• 001-40779 (regulator) — SEC File Number
• 24523397 (company) — Film Number
• 1,437,500 (dollar_amount) — Shares of Class B common stock surrendered
• $18.00 (dollar_amount) — Redemption threshold for warrants

Forward-Looking Statements

• The clarified share structure will provide greater transparency for investors evaluating the DWAC-TMTG merger. (Digital World Acquisition Corp.) — high confidence, target: 2024-12-31
• The restated share counts will be used as the baseline for future per-share calculations and financial analyses. (Digital World Acquisition Corp.) — high confidence, target: 2024-06-30

FAQ

Risk Factors

• Restatement of Financial Statements [medium — financial]: The filing is an amendment to a previous 10-K, indicating that the previously issued financial statements required correction or restatement.
• Share Structure Adjustments [medium — financial]: The filing details a three-for-one stock split and the surrender of Class B shares, which significantly alters the company's capital structure.
• Warrant Redemption Terms [low — financial]: The company's warrants have specific redemption triggers based on the Class A common stock price, introducing financial contingency.

Key Dates

• 2022-12-31: Fiscal Year End — Reporting period for the amended 10-K.
• 2024-01-09: Filing Date — Date of the 10-K/A filing.
• 2021-07-01: Stock Split — Date of the three-for-one stock split affecting share counts.

Key Financial Figures

• $0.0001 — t LLC Class A Common Stock, par value $0.0001 per share DWAC The Nasdaq Stock Mar
• $11.50 — r one share of Class A Common Stock for $11.50 per share DWACW The Nasdaq Stock Ma

Filing Documents

• d523219d10ka.htm (10-K/A) — 1820KB
• d523219dex311.htm (EX-31.1) — 12KB
• d523219dex312.htm (EX-31.2) — 13KB
• d523219dex321.htm (EX-32.1) — 5KB
• d523219dex322.htm (EX-32.2) — 5KB
• 0001193125-24-005202.txt (&nbsp;) — 10037KB
• dwac-20221231.xsd (EX-101.SCH) — 57KB
• dwac-20221231_cal.xml (EX-101.CAL) — 32KB
• dwac-20221231_def.xml (EX-101.DEF) — 329KB
• dwac-20221231_lab.xml (EX-101.LAB) — 339KB
• dwac-20221231_pre.xml (EX-101.PRE) — 399KB
• d523219d10ka_htm.xml (XML) — 2508KB

Notes to Financial Statements

Notes to Financial Statements F-8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Digital World Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheets of Digital World Acquisition Corp. (the Company) as of December 31, 2022, and 2021, and the related statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company's Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, it is uncertain that the Company will consummate a business merger in the allotted time. If a business merger is not consummate but the specified date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant cost in pursuit of its acquisition plans. These factors raise a substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Restatement As discussed in Note 2 to the financial statements, the 2022 and 2021 financial statements have been restated to correct certain misstatements related to errors for the accounting of certain expenses in the proper

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Digital World Acquisition Corp. (the "Company") is a blank check company incorporated in the State of Delaware on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities ("Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector. As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company's Initial Public Offering was declared effective on September 2, 2021 (the "Registration Statement"). On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the "Units" and, with respect to the shares of Class A common stock included

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity and (iii) the redemption of 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law). The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted f

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and the Company's officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the "Founder Shares"), the shares of Class A common stock included within the Placement Units (the "Private Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders' rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares an

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View this 10-K/A filing on SEC EDGAR