UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2021
Digital World Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | 001-40779 | 85-4293042 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
78 SW 7th Street
Miami, Florida 33130
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (305) 735-1517
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant | DWACU | The Nasdaq Stock Market LLC | ||
Class A common stock, par value $0.0001 per share | DWAC | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | DWACW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On September 8, 2021, Digital World Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued to EF Hutton, division of Benchmark Investments, LLC (the “Representative”) upon full exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.
The Class A Common Stock and Warrants comprising the Units were to begin separate trading on January 14, 2022 subject to notice of earlier separate trading by the Representative. On September 21, 2021, the Representative notified the Company of its decision to allow early separate trading, commencing on September 30, 2021.
On September 27, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Common Stock and Warrants comprising the Units commencing on September 30, 2021. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “DWACU,” and the Class A Common Stock and Warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “DWAC” and “DWACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. The following exhibit is filed with this Form 8-K: |
Exhibit No. | Description of Exhibits | |
99.1 | Press Release dated September 27, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 27, 2021
DIGITAL WORLD ACQUISITION CORP. | ||
By: | /s/ Patrick Orlando | |
Patrick Orlando | ||
Chief Executive Officer |