Trump Media & Technology (DJT) S-4/A 22 Dec 23 Registration of securities issued in business combination transactions (amended) Financial data

Cover Page

Cover Page	9 Months Ended
	Sep. 30, 2023
Document Information [Line Items]
Document Type	S-4/A
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	Digital World Acquisition Corp.
Entity Tax Identification Number	85-4293042
Entity Address, Address Line One	3109 Grand Ave
Entity Address, City or Town	#450 Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33133
City Area Code	305
Local Phone Number	735-1517
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001849635
Amendment Flag	true
Amendment Description	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Entity Primary SIC Number	6770
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	3109 Grand Ave
Entity Address, City or Town	#450 Miami
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	33133
City Area Code	305
Local Phone Number	735-1517
Contact Personnel Name	Eric Swider

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 3,285,587	$ 989
Prepaid assets	0	168,350
Total Current Assets	3,285,587	169,339
Prepaid assets		0
Cash Held in Trust Account	307,195,870	300,330,651
TOTAL ASSETS	310,481,457	300,499,990
Current liabilities
Accrued expenses	43,674,679	18,054,912
Note payable – Sponsor	2,875,000	2,875,000
Income taxes payable	3,666,968	979,475
Franchise tax payable	632,500	400,000
Working capital loans	$ 2,372,033	$ 625,700
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Note payable	$ 500,000	$ 0
Advances - related parties	34,585	525,835
Total Current Liabilities	53,755,765	23,460,922
Deferred underwriter fee payable	10,062,500	10,062,500
TOTAL LIABILITIES	63,818,265	33,523,422
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value, 200,000,000 shares authorized; 28,715,597 and 28,744,342 shares outstanding, at redemption value ($10.66 and $10.40 per share), respectively	306,128,902	298,951,176
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0	0
Accumulated deficit	(59,466,556)	(31,975,454)
Total Stockholders' Deficit	(59,465,710)	(31,974,608)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	310,481,457	300,499,990
Common Class B [Member]
Stockholders' Deficit
Common Stock	719	719
Class A Common Stock Subject to Redemption
Stockholders' Deficit
Common Stock		127
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit
Common Stock	$ 127	$ 127

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 02, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0	0	0
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Class A Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common shares, shares outstanding	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Temporary equity, shares outstanding	28,744,342	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Temporary equity, redemption price per share	$ 10.66	$ 10.4	$ 10.34	$ 10.2	$ 10.2	$ 10.2
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Common shares, shares outstanding	1,277,234	1,277,234				1,277,234
Class A Common Stock Subject to Redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001	$ 0.001	$ 0.001	$ 0.001	$ 0.0001
Temporary equity, shares authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Temporary equity, shares outstanding	28,715,597	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Class B Common Stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000	10,000,000	10,000,000
Common shares, shares issued	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Common shares, shares outstanding	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs	$ 4,307,852	$ 2,115,260	$ 7,899,200	$ 3,377,588	$ 8,716,023	$ 969,195
Legal investigations expense	11,581,241	2,656,763	20,639,030	7,964,208	10,004,519	789,183
Franchise tax expense	50,000	50,000	232,500	150,000	200,000	200,000
Loss from operation costs	(15,939,093)	(4,822,023)	(28,770,730)	(11,491,796)	(18,920,542)	(1,958,378)
Other income and expenses:
Insurance recoveries	1,046,653	0	1,046,653	0
Interest income	475	0	475	0
Interest earned on cash held in Trust Account	3,599,285	1,326,957	10,404,747	1,752,484	4,257,469	7,098
Loss before income taxes	(11,292,680)	(3,495,066)	(17,318,855)	(9,739,312)	(14,663,073)	(1,951,280)
Income tax expense	(899,687)	(323,645)	(2,687,493)	(357,259)	979,475	0
Net loss	$ (12,192,367)	$ (3,818,711)	$ (20,006,348)	$ (10,096,571)	$ (15,642,548)	$ (1,951,280)
Class A Common Stock
Other income and expenses:
Weighted average shares outstanding, basic	30,000,330	30,027,234	30,019,049	30,027,234	30,026,769	9,404,134
Weighted average shares outstanding, diluted	30,000,330	30,027,234	30,019,049	30,027,234	30,026,769	9,404,134
Net income (loss) per common stock, basic	$ (0.33)	$ (0.1)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Net income (loss) per common stock, diluted	$ (0.33)	$ (0.1)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Class B Common Stock
Other income and expenses:
Weighted average shares outstanding, basic	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Weighted average shares outstanding, diluted	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Net income (loss) per common stock, basic	$ (0.33)	$ (0.1)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Net income (loss) per common stock, diluted	$ (0.33)	$ (0.1)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)

STATEMENTS OF CHANGES STOCKHOLD

STATEMENTS OF CHANGES STOCKHOLDERS' DEFICIT - USD ($)		Total	Additional Paid-in Capital [Member]	Accumulated Deficit	Class A Common Stock Not Subject to Redemption	Class A Common Stock Not Subject to Redemption Common Stock [Member]	Common Class B [Member] Common Stock [Member]
Balance at the beginning at Dec. 31, 2020	[1],[2]			$ 0		$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class B common stock to sponsor	[1],[2]	$ 25,000	$ 24,281				$ 719
Issuance of Class B common stock to sponsor (in shares)	[1],[2]						7,187,500
Remeasurement of Class A common stock to redemption value		(19,980,528)	(12,796,508)	(7,184,020)
Issuance of Class A common stock to investor , net of offering costs		11,334,840	11,334,727			$ 113
Issuance of Class A common stock to investor , net of offering costs (in shares)						1,133,484
Issuance of Class A common stock to representative			1,437,500	(1,437,514)		$ 14
Issuance of Class A common stock to representative (in shares)					1,277,234	143,750
Net income (loss)		(1,951,280)		(1,951,280)
Balance at the end at Dec. 31, 2021		(10,571,968)	0	(10,572,814)		$ 127	$ 719
Balance at the end (in shares) at Dec. 31, 2021						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(3,160,911)		(3,160,911)
Balance at the end at Mar. 31, 2022		(13,732,879)	0	(13,733,725)		$ 127	$ 719
Balance at the end (in shares) at Mar. 31, 2022						1,277,234	7,187,500
Balance at the beginning at Dec. 31, 2021		(10,571,968)	0	(10,572,814)		$ 127	$ 719
Balance at the beginning (in shares) at Dec. 31, 2021						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(6,277,860)
Balance at the end at Jun. 30, 2022		(16,948,839)	0	(16,949,685)		$ 127	$ 719
Balance at the end (in shares) at Jun. 30, 2022						1,277,234	7,187,500
Balance at the beginning at Dec. 31, 2021		(10,571,968)	0	(10,572,814)		$ 127	$ 719
Balance at the beginning (in shares) at Dec. 31, 2021						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(10,096,571)
Balance at the end at Sep. 30, 2022		(24,595,862)	0	(24,596,708)		$ 127	$ 719
Balance at the end (in shares) at Sep. 30, 2022						1,277,234	7,187,500
Balance at the beginning at Dec. 31, 2021		(10,571,968)	0	(10,572,814)		$ 127	$ 719
Balance at the beginning (in shares) at Dec. 31, 2021						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock to redemption value		(5,760,092)		(5,760,092)
Net income (loss)		(15,642,548)		(15,642,548)
Balance at the end at Dec. 31, 2022		(31,974,608)	0	(31,975,454)		$ 127	$ 719
Balance at the end (in shares) at Dec. 31, 2022						1,277,234	7,187,500
Balance at the beginning at Mar. 31, 2022		(13,732,879)	0	(13,733,725)		$ 127	$ 719
Balance at the beginning (in shares) at Mar. 31, 2022						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock to redemption value		(99,011)		(99,011)
Net income (loss)		(3,116,949)		(3,116,949)
Balance at the end at Jun. 30, 2022		(16,948,839)	0	(16,949,685)		$ 127	$ 719
Balance at the end (in shares) at Jun. 30, 2022						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock to redemption value		(3,828,312)		(3,828,312)
Net income (loss)		(3,818,711)		(3,818,711)
Balance at the end at Sep. 30, 2022		(24,595,862)	0	(24,596,708)		$ 127	$ 719
Balance at the end (in shares) at Sep. 30, 2022						1,277,234	7,187,500
Balance at the end at Dec. 31, 2022		(31,974,608)	0	(31,975,454)		$ 127	$ 719
Balance at the end (in shares) at Dec. 31, 2022						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock to redemption value		(2,170,865)		(2,170,865)
Net income (loss)		1,279,786		1,279,786
Balance at the end at Mar. 31, 2023		(32,865,687)	0	(32,866,533)		$ 127	$ 719
Balance at the end (in shares) at Mar. 31, 2023						1,277,234	7,187,500
Balance at the beginning at Dec. 31, 2022		(31,974,608)	0	(31,975,454)		$ 127	$ 719
Balance at the beginning (in shares) at Dec. 31, 2022						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)		(20,006,348)
Balance at the end at Sep. 30, 2023		(59,465,710)	0	(59,466,556)		$ 127	$ 719
Balance at the end (in shares) at Sep. 30, 2023						1,277,234	7,187,500
Balance at the beginning at Mar. 31, 2023		(32,865,687)	0	(32,866,533)		$ 127	$ 719
Balance at the beginning (in shares) at Mar. 31, 2023						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of Private Placement Units issued for legal services		414,000		414,000
Remeasurement of Class A common stock to redemption value		(2,664,291)		(2,664,291)
Net income (loss)		(9,093,767)		(9,093,767)
Balance at the end at Jun. 30, 2023		(44,209,745)	0	(44,210,591)		$ 127	$ 719
Balance at the end (in shares) at Jun. 30, 2023						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Remeasurement of Class A common stock to redemption value		(2,649,598)		(2,649,598)
Net income (loss)		(12,192,367)		(12,192,367)
Balance at the end at Sep. 30, 2023		(59,465,710)	$ 0	(59,466,556)		$ 127	$ 719
Balance at the end (in shares) at Sep. 30, 2023						1,277,234	7,187,500
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment to fair value of Private Placement Units issued for legal services		$ (414,000)		$ (414,000)
[1]On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8).[2]The shares and the associated amounts have been retroactively restated to reflect the three-for-one stock split on July 1, 2021.

STATEMENTS OF CHANGES STOCKHO_2

STATEMENTS OF CHANGES STOCKHOLDERS' DEFICIT (Parenthetical)	Sep. 02, 2021 shares	Jul. 01, 2021
Sponsor
Stock split	1,437,500
Common Class B [Member]
Stock split		3
Numbers of shares surrendered for no consideration	1,437,500
Common shares, shares issued	7,187,500
Common shares, shares outstanding	7,187,500
Common Class B [Member] | Sponsor
Numbers of shares surrendered for no consideration	1,437,500

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (20,006,348)	$ (10,096,571)	$ (15,642,548)	$ (1,951,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	(10,404,747)	(1,752,484)	(4,257,469)	(7,098)
Increase (Decrease) in Operating Capital [Abstract]
Accrued expenses and income taxes payable	28,307,260	10,224,497	17,026,986	1,027,926
Income taxes payable			979,475	0
Prepaid insurance	168,350	178,255	237,673	(406,023)
Franchise tax payable	232,500	150,000	200,000	200,000
Net cash used in operating activities	(1,702,985)	(1,296,303)	(1,455,883)	(1,136,475)
Cash flows from investing activities:
Investment of cash in Trust Account			(2,875,000)	(293,250,000)
Investments withdrawn from trust account for redemptions			58,916
Cash deposited into Trust for extension	0	(2,875,000)
Cash withdrawn from Trust for taxes	3,232,500	0
Cash withdrawn from Trust for redemptions	307,025	0
Net cash used in investing activities	3,539,525		(2,816,084)	(293,250,000)
Cash flows from financing activities:
Proceeds from sale of Units			0	287,500,000
Proceeds from sale of private placement warrants			0	11,334,840
Proceeds from Sponsor note	500,000	2,875,000	2,875,000	223,557
Repayment of Sponsor note			0	(223,557)
Due from Sponsor			0	(1,702,958)
Payment of due from Sponsor			0	1,702,958
Payment of offering costs			0	(4,168,028)
Proceeds from working capital loan	1,746,333	581,700	500,835	0
Advances - related parties	(491,250)	387,884	625,700	22,394
Redemption of shares	(307,025)	0	(58,916)
Proceeds from issuance of Class B common stock to Sponsor			0	25,000
Net cash provided by financing activities	1,448,058	3,844,584	3,942,619	294,714,206
Net change in cash	3,284,598	(326,719)	(326,742)	327,731
Cash at beginning of period	989	327,731	327,731	0
Cash at end of period	3,285,587	1,012	989	327,731
Non-cash investing and financing activities:
Deferred underwriting fee payable			0	10,062,500
Remeasurement of Class A common stock	$ 7,484,754	$ 3,927,323	$ 5,760,092	$ 0

DESCRIPTION OF ORGANIZATION, BU

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN	NOTE 1. DESCRIPTION OF ORGANIZATION, 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 w as formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with 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 September 30, 2023, the Company had not yet commenced operations. All activity through September 30, 2023 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 in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, and incurred offering costs of $23,566,497, consisting of deferred underwriting commissions of $10,062,500 (see Note 2), fair value of the representative shares (as defined in Note 6) of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other offering costs of $4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $11,334,840, which is described in Note 4. Following the closing of the Initial Public Offering on September 8, 2021, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (“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 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 % 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 from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. 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 and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (from September 8, 2022 up to September 8, 2023). On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 from March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 3 On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on Aug ust 9, 2023 or the Company’s Amendment Number 1 to the Form S-4 Registration Statement filed with the SEC on November 13, 2023. On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board (the “Extension Amendment Proposal”). In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a 307,028 (approximately $ 10.68 T A holders. On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. The Company has until September 8, 2024, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ , divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until September 8, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Proposed Business Combination The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, on August 9, 2023, and on September 29, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly- owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG Common Stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG Common Stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Common Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ , subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes. The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up days after the Closing. As part of the Merger Consideration, the Company will create a new class of common stock (the “High Vote Common Stock”) to be issued to former President Donald J. Trump (“Company Principal”) that will have the same voting, dividend, liquidation and other rights as one share of the Company’s Class A common stock, except that each share of High Vote Common Stock will entitle its holder to a number of votes equal to the greater of (i) one vote and (ii) the number of votes that would cause the aggregate number of shares issued to the Company Principal as consideration in the Merger (excluding any Earnout Shares) to represent 55 % of the voting power (to the maximum extent permitted by the rules and regulations of Nasdaq and applicable law, following the reasonable best efforts of the Company to obtain any necessary approvals) of (A) all shares of the Company’s common stock entitled to vote on the election of directors as of immediately following the Closing plus (B) the maximum number of shares of the Company’s common stock issuable upon the conversion of all convertible preferred stock or other convertible securities of the Company (if any) outstanding or with respect to which purchase agreements are in effect at Closing. The shares of High Vote Common Stock will vote together with all other shares of the Company’s common stock on all matters put to a vote of the Company’s stockholders, entitled to vote on the election of directors as of immediately following closing of the merger and all other matters put to a vote of the Company’s stockholders. Each TMTG convertible note that is issued and outstanding immediately prior to the Effective Time will convert immediately prior to the Effective Time into a number of shares of TMTG Common Stock in accordance with the terms of each note. In addition to the Merger Consideration set forth above, the TMTG Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of the Company’s common stock (the “Earnout Shares”) after the Closing based on the price performance of the Company’s common stock during the three ( 3 ) year period following the Closing (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows: • if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $ 12.50 per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares; • if the VWAP of the Company’s common stock equals or exceeds $ 15.00 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares; and • if the VWAP of the Company’s common stock equals or exceeds $ 17.50 per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 10,000,000 Earnout Shares. If there is a final determination that the TMTG Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the TMTG Stockholders. The number of shares of the Company’s common stock constituting any earnout payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $1,000 per share of Preferred Stock, for an aggregate commitment of $1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions. The shares of Preferred Stock have an initial conversion price per share of $33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA. Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. Due to certain regulatory conditions, among others, the Company expects that it will not be able to register the underlying the Company’s common shares concurrently with the consummation of the business combination (the “Registration Closing Condition”). As such, unless both the Company and each PIPE Investor waive the Registration Closing Condition the parties are not obligated to consume the PIPE. Furthermore, in connection with the Second Amendment, at the request of TMTG, the Company agreed to use its reasonable best efforts to discuss with the PIPE Investors a reduction or termination of the PIPE. See Note 8 – Subsequent Events.	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 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 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $ per Unit, generating gross proceeds of $ , and incurred offering costs of $ , consisting of deferred underwriting commissions of $ (see Note 4 ), fair value of the representative shares (as defined in Note 8 ) of $ , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ , fair value of shares transferred to officers and directors of $ , and other offering costs of $ . The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of units (the “Placement Units”) at a price of $ per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $ , which is described in Note 5 . Following the closing of the Initial Public Offering on September 8, 2021, an amount of $ ($ per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of Incorporation prior thereto or to redeem % 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 % 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 $ 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 stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ , the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. 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 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 % 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 and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023). In connection with the special meeting of stockholders, stockholders holding shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $ (approximately $ per share) was removed from the Company’s trust account to pay such holders. On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 to March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023. The Company has until June 8, 2023 (or September 8, 2023, if extended), to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $ , divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ . The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $ per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until June 8, 2023 (or September 8, 2023, if extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Proposed Business Combination The Company 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, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG common stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG common stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal by-laws On December shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA. Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to 251,500 shares of the Company’s Series A Convertible Preferred Stock.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the three months ended March 31, 2023, the Company determined that there were errors related to the accounting for certain expenses in the proper period in the previously issued 2022 and 2021 financial statements as well as the unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated. Specifically, there was an improper cutoff of accrued expenses and related party payables at each balance sheet date, resulting in payables not being recorded in the correct period. Consequently, this led to inaccuracies in the reported formation and operating costs in each statement of operations. Furthermore, reclassification adjustments were made for accrued expenses and income tax payables at certain balance sheet dates to improve disclosure and ensure period-to-period comparability. Similar adjustments were applied to formation and operating costs, as well as legal investigation expenses in certain statements of operations, again to enhance disclosure and comparability. Finally, an adjustment was made to the Class A common stock subject to possible redemption as of June 30, 2022, to accurately reflect the impact of interest earned on cash held in the Trust Account, net of the applicable tax expense. The relevant unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is included in Note 1 0 The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As previously Adjustments As restated Balance sheet as of December 31, 2022 Accrued expenses 17,166,842 888,070 18,054,912 Income tax payable 979,475 — 979,475 Related party advance 425,835 100,000 525,835 Total current liabilities 22,472,852 988,070 23,460,922 Total liabilities 32,535,352 988,070 33,523,422 Accumulated deficit (30,987,384 ) (988,070 ) (31,975,454 ) Total Stockholders’ Deficit (30,986,538 ) (988,070 ) (31,974,608 ) Statement of Operations for the year ended December 31, 2022 Legal investigations costs — 10,004,519 10,004,519 Formation and operating costs 18,299,257 (9,583,234 ) 8,716,023 Loss from operation costs (18,499,257 ) (421,285 ) (18,920,542 ) Loss before income taxes (14,241,788 ) (421,285 ) (14,663,073 ) Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Basic and diluted net loss per Class A common stock (0.41 ) (0.01 ) (0.42 ) Basic and diluted net loss per Class B common stock (0.41 ) (0.01 ) (0.42 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2022 Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Total accumulated deficit (30,987,384 ) (988,070 ) (31,975,454 ) Total stockholders’ deficit (30,986,538 ) (988,070 ) (31,974,608 ) Statement of Cash Flows for the year ended December 31, 2022 As previously Adjustments As restated Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Accrued expenses 16,605,701 421,285 17,026,986 Related party advance 425,835 77,606 503,441 Net cash provided by operating activities 3,867,619 77,606 3,945,225 As previously Adjustments As restated Balance sheet as of September 30, 2022 Accrued expenses 11,022,242 (127,078 ) 10,895,164 Income tax payable — 357,259 357,259 Related party advance — 410,278 410,278 Total current liabilities 14,828,942 640,459 15,469,401 Total liabilities 24,891,442 640,459 25,531,901 Accumulated deficit (23,956,249 ) (640,459 ) (24,596,708 ) Total Stockholders’ Deficit (23,955,403 ) (640,459 ) (24,595,862 ) Statement of Operations for the three months ended September 30, Legal investigations costs — 2,656,763 2,656,763 Formation and operating costs 4,751,532 (2,636,272 ) 2,115,260 Loss from operation costs (4,801,532 ) (20,491 ) (4,822,023 ) Loss before income taxes (3,474,575 ) (20,491 ) (3,495,066 ) Income tax expense (322,546 ) (1,099 ) (323,645 ) Net loss (3,797,121 ) (21,590 ) (3,818,711 ) Basic and diluted net loss per Class A common stock (0.10 ) (0.00 ) (0.10 ) Basic and diluted net loss per Class B common stock (0.10 ) (0.00 ) (0.10 ) Statement of Operations for the nine months ended September 30, 2022 Legal investigations costs — 7,964,208 7,964,208 Formation and operating costs 11,268,122.00 (7,890,534 ) 3,377,588 Loss from operation costs (11,418,122.00 ) (73,674 ) (11,491,796 ) Loss before income taxes (9,665,638.00 ) (73,674 ) (9,739,312 ) Net loss (10,022,897.00 ) (73,674 ) (10,096,571 ) Basic and diluted net loss per Class A common stock (0.27 ) (0 ) (0.27 ) Basic and diluted net loss per Class B common stock (0.27 ) (0 ) (0.27 ) Statement of Changes in Stockholders’ Deficit for nine months ended Net loss (10,022,897 ) (73,674 ) (10,096,571 ) Total accumulated deficit (23,956,249 ) (640,459 ) (24,596,708 ) Total stockholders’ deficit (23,955,403 ) (640,459 ) (24,595,862 ) Statement of Cash Flows for the nine months ended September 30, 2022 Net loss (10,022,897 ) (73,674 ) (10,096,571 ) Accrued expenses 10,538,707 (671,469 ) 9,867,238 Income tax payable — 357,259 357,259 Net cash provided by operations (908,419 ) (387,884 ) (1,296,303 ) Related party advance — 387,884 387,884 Net cash provided by financing activities 3,456,700 387,884 3,844,584 As previously Adjustments As restated Balance sheet as of June 30, 2022 Accrued expenses 6,139,538 441,742 6,581,280 Income tax payable — 33,614 33,614 Related party advance — 143,514 143,514 Total current liabilities 6,891,239 618,869 7,510,108 Total liabilities 16,953,739 618,869 17,572,608 Class A common stock subject to possible redemption 293,282,625 66,386 293,349,011 Accumulated deficit (16,264,430 ) (685,255 ) (16,949,685 ) Total Stockholders’ Deficit (16,263,584 ) (685,255 ) (16,948,839 ) Statement of Operations for the three months ended June 30, 2022 Legal investigations costs — 2,564,737 2,564,737 Formation and operating costs 4,652,670 (3,788,076 ) 864,594 Loss from operation costs (4,702,670 ) 1,223,339 (3,479,331 ) Loss before income taxes (4,306,674 ) 1,223,339 (3,083,335 ) Income tax expense (34,713 ) 1,099 (33,614 ) Net loss (4,342,387 ) 1,225,438 (3,116,949 ) Basic and diluted net loss per Class A common stock (0.12 ) 0.04 (0.08 ) Basic and diluted net loss per Class B common stock (0.12 ) 0.04 (0.08 ) Statement of Operations for the six months ended June 30, 2022 Legal investigations costs — 5,307,445 5,307,445 Formation and operating costs 6,516,590 (5,254,262 ) 1,262,328 Franchise tax 100,000 — 100,000 Loss from operation costs (6,616,590 ) (53,183 ) (6,669,773 ) Loss before income taxes (6,191,063 ) (53,183 ) (6,244,246 ) Income tax expense (34,713 ) 1,099 (33,614 ) Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Basic and diluted net loss per Class A common stock (0.17 ) 0.00 (0.17 ) Basic and diluted net loss per Class B common stock (0.17 ) 0.00 (0.17 ) Statement of Changes in Stockholders’ Deficit for six months ended June 30, Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Remeasurement of Class A common stock to redemption value (32,625 ) (66,386 ) (99,011 ) Total accumulated deficit (16,264,430 ) (685,255 ) (16,949,685 ) Total stockholders’ deficit (16,263,584 ) (685,255 ) (16,948,839 ) Statement of Cash Flows for the six months ended June 30, 2022 Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Accrued expenses 5,656,004 (102,650 ) 5,553,354 Income tax payable — 33,614 33,614 Net cash provided by operations (776,463 ) (121,119 ) (897,582 ) Related party advance — 121,120 121,120 Net cash provided by financing activities 451,700 121,120 572,820 As previously Adjustments As restated Balance sheet as of March 31, 2022 Accrued expenses 1,701,798 1,760,763 3,462,561 Related party advance — 82,544 82,544 Total current liabilities 2,251,798 1,843,307 4,095,105 Total liabilities 12,314,298 1,843,307 14,157,605 Accumulated deficit (11,890,418 ) (1,843,307 ) (13,733,725 ) Total Stockholders’ Deficit (11,889,572 ) (1,843,307 ) (13,732,879 ) Statement of Operations for the three months ended March 31, 2022 Legal investigations costs — 2,742,708 2,742,708 Formation and operating costs 1,863,920 (1,466,186 ) 397,734 Loss from operation costs (1,913,920 ) (1,276,522 ) (3,190,442 ) Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Basic and diluted net loss per Class A common stock (0.05 ) (0.03 ) (0.08 ) Basic and diluted net loss per Class B common stock (0.05 ) (0.03 ) (0.08 ) Statement of Changes in Stockholders’ Deficit for three months ended March 31, 2022 Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Total accumulated deficit (11,890,418 ) (1,843,307 ) (13,733,725 ) Total stockholders’ deficit (11,889,572 ) (1,843,307 ) (13,732,879 ) Statement of Cash Flows for the three months ended March 31, 2022 Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Accrued expenses 1,218,263 1,216,372 2,434,635 Net cash provided by operations (586,239 ) (60,149 ) (646,388 ) Related party advance — 60,150 60,150 Net cash provided by financing activities 300,000 60,150 360,150 As previously Adjustments As restated Balance sheet as of December 31, 2021 Accrued expenses 483,535 544,391 1,027,926 Related party advance — 22,394 22,394 Total current liabilities 683,535 566,785 1,250,320 Total liabilities 10,746,035 566,785 11,312,820 Accumulated deficit (10,006,029 ) (566,785 ) (10,572,814 ) Total Stockholders’ Deficit (10,005,183 ) (566,785 ) (10,571,968 ) Statement of Operations for the year ended December 31, 2021 Formation and operating costs 1,191,593 566,785 1,758,378 Franchise tax 200,000 — 200,000 Loss from operation costs (1,391,593 ) (566,785 ) (1,958,378 ) Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Basic and diluted net loss per Class A common stock (0.08 ) (0.04 ) (0.12 ) Basic and diluted net loss per Class B common stock (0.08 ) (0.04 ) (0.12 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2021 Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Total accumulated deficit (10,006,209 ) (566,605 ) (10,572,814 ) Total stockholders’ deficit (10,005,183 ) (566,785 ) (10,571,968 ) Statement of Cash Flows for the year ended December 31, 2021 Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Accrued expenses 483,535 544,391 1,027,926 Net cash provided by operations (1,114,081 ) (22,394 ) (1,136,475 ) Related party advance — 22,394 22,394 Net cash provided by financing activities 294,691,812 22,394 294,714,206

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029). Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were unrecognized tax benefits as of September 30, 2023 or December 31, 2022 and amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was 8% and 9% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 16% and 4% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to the changes in the valuation allowance in 2022. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regu lations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, . Class A Common Stock Subject to Possible Redemption As 4 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC more-likely-than-not p position. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value. The Concentration of Credit Risk Financial Fair Value of Financial Instruments The Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued classified in the balance sheet as current or non-current net-cash Recently Issued Accounting Standards Management Risks and Uncertainties Management COVID-19 Inflation Reduction Act of 2022 On Any Combination.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On September 8, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one share of Class A common stock and one On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).	NOTE 4. INITIAL PUBLIC OFFERING On . Each one 8 As of September 8, 2021, the Company incurred offering costs of $ , consisting of deferred underwriting commissions of $ , fair value of the representative shares (as defined in Note 8) of $ , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, and other offering costs of $

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $10.00 per Placement Unit (or $11,334,840 in the aggregate). The Sponsor initially transferred $13,203,590 to the Trust Account on September 8, 2021. The excess proceeds ($1,869,110) over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor. The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees and are entitled to registration rights. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the “Placement Warrants”) will expire worthless.	NOTE 5. PRIVATE PLACEMENT Simultaneously Unit (or $ 11,334,840 in the aggregate). The over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor. The b c b c

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Class B Common stock During the year ended December 31, 2021, the Company issued an aggregate of 8,625,000 shares of Class B common stock or Founder Shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On July 2, 2021, the Sponsor transferred 10,000 Founder Shares to its Chief Financial Officer and 7,500 Founder Shares to each of its independent directors. The Company estimated the fair value of these transferred shares to be $221,000. On September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. The number of Founder Shares issued represented 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). All shares and associated amounts have been retroactively restated to reflect the surrender of these shares. With certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination. Administrative Services Arrangement An affiliate of the Sponsor has agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $15,000 per month for these services. The agreement with the Sponsor was terminated on April 5, 2023. $0 and $45,000 of expense was recorded for the three months ended September 30, 2023 and 2022, respectively. $45,000 and $90,000 of expense was recorded for the nine months ended September 30, 2023 and 2022, respectively. $221,000 and $176,000 was unpaid as of September 30, 2023 and December 31, 2022, respectively. On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $ 15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. $ 45,000 and $ 0 of expense was recorded for the three months ended September 30, 2023 and 2022, respectively. $ 60,000 and $ 0 of expense was recorded for the nine months ended September no unpaid balance as of September 30, 2023. Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required using Digital World Convertible Notes. • “Digital World Convertible Notes” means up to $ 40,000,000 in non-interest bearing convertible promissory notes payable upon the stockholders’ approval of the Business Combination and, if applicable, the PIPE Investors’ approval, in either (i) Working Capital Units or (ii) cash or Working Capital Units, at the election of the holder. Up to $ 30,000,000 of such convertible promissory notes may be issued to the Sponsor or its affiliates or the Company’s officers or directors in connection with any loans made by them to the Company prior to Closing. Up to $10,000,000 of such convertible promissory notes may be issued to either third parties providing services or making loans to the Company or to the Sponsor or its affiliates or the Company’s officers or directors in connection with any loans made by them to the Company prior to Closing. • “Working Capital Units” means any units issuable pursuant to the Digital World Convertible Notes. Each unit consists of one share of Digital World Class A common stock and one-half In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Digital World Convertible Notes, but no proceeds held in the Trust Account would be used to repay the Digital World Convertible Notes. In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2023, in the form of Digital World Convertible Notes. On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”). Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make up to $ 30,000,000 loans against Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units. On September 8, 2022, the Company issued a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units with an aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial business combination from September 8, 2022 to December 8, 2022. As of September 30, 2023 and December 31, 2022, there was $ 2,875,000 outstanding under this note. On April 21, 2023, the Company issued two Digital World Convertible Notes (one for $ 625,700 and the other for $ 500,000) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing an initial business combination. As of September 30, 2023, there were $ 1,275,000 outstanding in Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units (which exceeds the aggregate amount the Sponsor committed to provide). On June 2, 2023, the Company issued a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units, with an aggregate principal amount of $ 2,000,000 to Renatus, of which Eric Swider, Chief Executive Officer and Director of the Company, is a founder and partner and another Digital World Convertible Notes in the aggregate principal amount of $ 10,000,000 (the “$ 10 Million Note,” together with the $ 2 Million Note, the “Renatus Notes”) to Renatus. As of September 30, 2023, $ 1,205,333 outstanding in Digital World Convertible Note to Renatus. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Advances – related parties During 2022 and the nine months ended September 30, 2023, the Sponsor paid, on behalf of the Company, $470,835 to a vendor for costs incurred by the Company. As of September 30, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ During 2022, a Board member paid, on behalf of the Company, $100,000 to a vendor for costs incurred by the Company. As of September 30, 2023 and December 31, 2022, the Company’s obligation to the Board Member for such payment was $31,979 and $100,000, respectively. Note payable During 2023 the Company agreed to pay a law firm a fixed amount of $ 500,000 500,000 was earned and payable and included in Note payable on the balance sheet. On November 20, 2023, the law firm was issued $ 500,000 in a Digital World Convertible Note with a conversion price of $ 10 per Working Capital Units.	NOTE 6. RELATED PARTY TRANSACTIONS Class B Common stock During With 30-trading which the results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination. Administrative Services Arrangement An affiliate of the Sponsor h per month for these services. $ and $ 56,000 of $176,000 and $11,000 was unpaid as of December 31, 2022 and 2021, respectively. Related Party Loans In e of t non-interest . As of December 31, 2022 and December 31, 2021, there were $ and $ outstanding under this loan, respectively. See Note 1 1 On non-interest were outstanding. On September 2,875,000 repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective Advances — related parties During 2022, the Sponsor paid, on behalf of the Company, $ to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Sponsor for such payment was outstanding. See Note 10 for subsequent events related to this advance. During 2022, a Board member paid, on behalf of the Company, $ 100,000 to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Board Member for such payment was outstanding.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the holders of representative shares as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Digital World Convertible Notes made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The underwriters purchased the 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters are entitled to a cash underwriting discount of: (i) one point twenty-five percent (1.25%) of the gross proceeds of the Initial Public Offering, or $3,593,750, with the underwriters’ over-allotment having been exercised in full; (ii) zero point five percent (0.50%) of the total number of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock. In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $10,062,500 upon closing of the Business Combination. The deferred underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal Subject to certain conditions, the Company granted the underwriter, for a period of 24 months after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement. Agreement with law firm During 2023 the Company agreed to pay a law firm the greater of 8 130 % of the actual fees incurred if the Company completes the Business Combination. Such fees are subject to a downward adjustment in the event the Business Combination is not consummated. Fees and expenses incurred 2.3 Legal Matters Except as indicated below, to the knowledge of the Company’s management team, there is no litigation currently pending or contemplated against the Company, or against any of its property. The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities. Settlement in Principle As previously disclosed in the Company’s Form 8-K filed with the SEC on July 3, 2023, the Company was the subject of an investigation (the “Investigation”) by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 (the “Form S-1”) in connection with its IPO and Form S-4 relating to the business combination between the Company and TMTG. On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC. On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $ 18 million to the SEC promptly after the closing of any merger or a comparable business combination or transaction, whether with TMTG or any other entity. The Company recorded an expense related to this matter of $ 8 million and $ 18 million for the three months and nine months ended September 30, 2023. Directors’ and Officers’ Insurance Policy The coverage under the D&O policy is $ 2.5 million in excess of a $ 5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Based on actual payments made to third parties under the D&O policy, the C 1 million. The Company is subject to litigation, disputes and claims in the normal course of its business. Except as noted above, the Company is not aware of any matters which could be material to the financial statements. Notice of delisting On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form 10-Q”) with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq had determined to grant an exception to enable the Company to regain compliance with the Rule and required the Company to file its amended Annual Report on Form 10-K for the year ended December 31, 2022 and its Q1 Form 10-Q, as required by the Rule, on or before November 20, 2023. On October 30, 2023, the Company filed its amended Annual Report on Form 10-K. On November 13, 2023, the Company filed its Q1 Form 10-Q. On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company was not in compliance with the Rule because it had not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC. The Company submitted to Nasdaq an updated compliance plan which required the Company to file its Second Quarter Form 10-Q by November 20, 2023. On November 13, 2023, the Company filed its Second Quarter Form 10-Q.	NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The well as the holder that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The The agreement. Right of First Refusal Subject after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and Legal Matters The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities. The Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company’s Board of Directors; communications with and the evaluation of potential targets, including TMTG; communications relating to TMTG; agreements with and payments made to certain advisors; investors, including investor meetings and agreements; the appointment of certain of the Company’s officers and directors; policies and procedures relating to trading; and documents sufficient to identify banking, telephone, and email addresses; the Company’s due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG; and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering). According to the SEC’s request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security. Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it, including restrictions on its activities. See Note 11 – Subsequent Events. The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4 relating to the Transactions with TMTG, and a further subpoena in support thereof. This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4. Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it. In addition, the Section 8(e) order of examination of the Form S-4 can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions. See Note 11 – Subsequent Events. In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to the Company’s S-1 filings, communications with or about multiple individuals, and information regarding Rocket One Capital. The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG. The Company has also been informed that on June These subpoenas, and the underlying investigations by the SEC and the U.S. Department of Justice, can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions Directors’ and Officers’ Insurance Policy The coverage under the D&O policy is $ 2.5 million in excess of a $ 5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Due to the early stage of this matter, there can be no assurance that the Company will be successful in recouping costs from the insurance company under its D&O policy. See Note 11 – Subsequent Events. The Company is subject to litigation, disputes and claims in the normal course of its business. Except as noted above, the Company is not aware of any matters which could be material to the financial statements.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. On September 8, 2021, the Company issued 143,750 shares of Class A common stock (“representative shares”) to the underwriter. The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $ 1,437,500 . At September 30, 2023 and December 31, 2022 , there were 28,715,597 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent equity. At September 30, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit. Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration. At March 31, 2023 and December 31, 2022, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers. The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20% of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to certain adjustments. Warrants - The warrants will become exercisable 30 days after the consummation of a Business Combination. The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time after the warrants become exercisable; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.	NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one Warrants liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time after the warrants become exercisable; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as 30-trading • if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less effective issue The Private Warrants n

TAXES

TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
TAXES	NOTE 9. TAXES The Company’s net deferred tax assets are as follows: December 31, December Deferred tax assets: Net operating losses $ — $ 48,891 Start-up costs 5,190,046 445,661 Total deferred tax assets 5,190,046 494,552 Valuation Allowance (5,190,046 ) (494,552 ) Deferred tax asset, net of allowance $ — $ — Below is breakdown of the income tax provision. For the Year Ended For the Year Ended Federal Current $ (3,078,967 ) $ (409,769 ) Deferred — — State and local Current (637,053 ) (84,783 ) Deferred — — Change in valuation allowance 4,695,494 494,552 Income tax provision $ 979,475 $ — As of December 31, 2022 and 2021, the Company had $ In assessing the r e respectively. A follows: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal income taxes at 21% 21.00 % 21.00 % State tax, net of Federal benefit 4.35 % 4.35 % Change in valuation allowance (32.03 )% (25.35 )% Provision for income tax (6.68 )% — The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to the change in the valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction.

QUARTERLY FINANCIAL INFORMATION

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)	12 Months Ended
	Dec. 31, 2022
Quarterly Financial Information Disclosure [Abstract]
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)	Note 10 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED) As further described in Note 2, the previously reported financial information for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 have been restated. Relevant restated financial information for the first, second and third quarters of 2022 is included in this Annual Report on Form 10-K/A in the tables that follow. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. See Note 2 for additional information. As Restated September 30, June 30, March 31, ASSETS Current assets Cash $ 1,012 $ 2,969 $ 41,493 Prepaid assets 227,768 240,972 240,972 Total Current Assets 228,780 243,941 282,465 Prepaid assets — 46,214 105,632 Investments held in Trust Account 297,884,582 293,682,625 293,286,629 TOTAL ASSETS $ 298,113,362 $ 293,972,780 $ 293,674,726 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 10,895,164 $ 6,581,280 $ 3,462,561 Note payable – Sponsor 2,875,000 — — Income taxes payable 357,259 33,614 — Franchise tax payable 350,000 300,000 250,000 Working capital loans 581,700 451,700 300,000 Advances – related parties 410,278 143,514 82,544 Total Current Liabilities 15,469,401 7,10,108 4,095,105 Deferred underwriting fee payable 10,062,500 10,062,500 10,062,500 TOTAL LIABILITIES 25,531,901 17,572,608 14,157,605 Commitments and Contingencies Class A common stock subject to possible redemption, $0.001 10.20 and $ 10.20 per share) 297,177,323 293,349,011 293,250,000 Stockholders’ Deficit Preferred stock, $0.0001 Class A common stock, $0.0001 127 127 127 Class B common stock, $0.0001 719 719 719 Additional paid-in — — — Accumulated deficit (24,596,708 ) (16,949,685 ) (13,733,725 ) Total Stockholders’ Deficit (24,595,862 ) (16,948,839 ) (13,732,879 ) TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT $ 298,113,362 $ 293,972,780 $ 293,674,726 As Restated Three Months Three Months Six Months Three Months Nine Months Formation and operating costs 397,734 864,594 1,262,328 2,115,260 3,527,588 Legal investigations costs 2,742,708 2,564,737 5,307,445 2,656,763 7,964,208 Franchise tax expense 50,000 50,000 100,000 50,000 150,000 Loss from operating costs 3,190,442 3,479,331 6,669,773 4,822,023 11,491,796 Other income and expenses: Interest earned on investments held in Trust Account 29,531 395,996 425,527 1,326,957 1,752,484 Loss before income taxes (3,160,911 ) (3,083,335 ) (6,244,246 ) (3,495,066 ) ( 9,739.312 ) Income tax expense — (33,614 ) (33,614 ) (323,645 ) (357,259 ) Net loss $ (3,160,911 ) $ (3,116,949 ) $ (6,277,860 ) $ ( 2,618,711 ) $ (10,096,571 ) Weighted average shares outstanding of Class A common stock 30,027,234 30,027,234 30,027,234 30,027,234 30,027,234 Weighted average shares outstanding of Class B common stock 7,187,500 7,187,500 7,187,500 7,187,500 7,187,500 Basic and diluted net loss per Class A common stock $ (0.08 ) $ (0.08 ) $ (0.17 ) $ (0.10 ) $ (0.27 ) Basic and diluted net loss per Class B common stock $ (0.08 ) $ (0.08 ) $ (0.17 ) $ (0.10 ) $ (0.27 ) As Restated Class A Common Class B Common Additional Paid-In Accumulated Total Shares Amount Shares Amount Balance – December 31, 2021 1,277,234 $ 127 7,187,500 $ 719 $ — $ (10,572,814 ) $ (10,571,968 ) Net loss — — — — — (3,160,911 ) (3,160,911 ) Balance – March 31, 2022 1,277,234 127 7,187,500 719 — (13,33,725 ) (13,732,879 ) Net loss (3,116,949 ) (3,116,949 ) Remeasurement of Class A common stock to redemption value (99,011 ) (99,011 ) Balance – June 30, 2022 1,277,234 127 7,187,500 719 — (16,949,685 ) (16,948,839 ) Net loss — — — — — ( 2,618,711 ) ( 2,618,711 ) Remeasurement of Class A common stock to redemption value — — — — — (953,312 ) (953,312 ) Contribution — — — — — (2,875,000 ) (2,875,000 ) Balance – September 30, 2022 1,277,234 127 7,187,500 719 — (24,596,708 ) (24,595,862 ) Net loss — — — — — (5,545,977 ) (5,545,977 ) Remeasurement of Class A common stock to redemption value — — — — — (1,832,769 ) (1,832,769 ) Balance – December 31, 2022 1,277,234 $ 127 7,187,500 $ 719 $ — $ (31,975,454 ) $ (31,974,608 ) As Restated Three Months Six Months Nine Months Cash flows from operating activities: Net loss $ (3,160,911 ) $ (6,277,860 ) $ (10,096,571 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash and marketable securities held in the Trust Account (29,531 ) (425,527 ) (1,752,484 ) Changes in assets and liabilities: Accrued expenses 2,434,635 5,553,354 9,867,238 Income taxes payable — 33,614 357,259 Prepaid insurance 59,419 118,837 178,255 Franchise tax payable 50,000 100,000 150,000 Net cash used in operating activities (646,388 ) (897,582 ) ( 646,3880 ) Cash flows from investing activities: Cash deposited into Trust Account — — (2,875,000 ) Net cash used in investing activities — — (2,875,000 ) Cash flows from financing activities: Proceeds from working capital loan 300,000 451,700 581,700 Proceeds from advances – related parties 60,150 121,120 387,884 Proceeds from Sponsor note — — 2,875,000 Net cash provided by financing activities 360,150 572,820 3,844,584 Net change in cash (286,238 ) (324,762 ) (326,719 ) Cash at beginning of period 327,731 327,731 327,731 Cash at end of period $ 41,493 $ 2,969 $ 1,012 Non-cash Remeasurement of Class A common stock $ — $ 99,011 $ 3,28,312

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855 , “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30 , 2023 . Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. PIPE terminations As of November 20, 2023, the Company had received termination notices from certain PIPE Investors, effectively cancelling approximately $ 474,500,000 of the PIPE. As a result, approximately $ 525,500,000 remain in PIPE commitments. The Company expects to continue to seek the termination of or significantly reduce such remaining PIPE commitments. Legal Matter On October 20, 2023, Robert Lowinger (the “Plaintiff”) filed a complaint against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month period from the date of their purchases, both Mr. Garelick and Rocket One sold securities in the Company and realized profits from those sales. Additionally, the Plaintiff alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One’s purchases and sales of the Company’s securities. According to the Plaintiff, under Section 16(b) of the Exchange Act (15 U.S.C. §78p(b)), Rocket One, Mr. Shvartsman, and Mr. Garelick are each required to disgorge certain trading profits to the Company. As of the date of this report, the Company has not filed a response to the complaint. The case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 (S.D.N.Y. Oct. 20, 2023). Convertible Promissory Notes In November 2023 , the Company entered into a total aggregate amount of up to $ 900,000 in Digital World Convertible Notes with a conversion price of $ 8.00 per Working Capital Unit. The Company expects to use proceeds received from such notes to pay expenses associated with completing its initial business combination. In November 2023 , the Company issued a Digital World Convertible Not 10 per Working Capital Unit for a fixed amount of $ 500,000 for payment of services rendered through December 31, 2023 . See Note 5	NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subse quent Eve On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Com p 15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. On April 21, 2023, the Company issued two promissory notes (one for $ 625,700 and the other for $500,000) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing a Business Combination. Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of each note may be converted into units of the Company (the “Conversion Units”) immediately prior to the consummation of the Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole num ber of units. The above promissory note for $625,700 replaces The above promissory note for $500,000 replaces On June 2, 2023, the Company, issued a promissory note in the aggregate principal amount of $ 2,000,000 (the “$2 Million Note”) to Renatus, of which Eric Swider, Interim Chief Executive Officer and Director of the Company, is a founder and partner and another promissory note in the aggregate principal amount of $ 10,000,000 (the “$10 Million Note,” together with the $2 Million Note, the “Notes”) to Renatus. The proceeds of the Notes will be used to pay costs and expenses in connection with completing the Business Combination. Each of the Notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Renatus and upon the approval of the Company’s stockholders and the approval of the requisite number of institutional investors, with which the Company entered into certain securities purchase agreements on December 4, 2021, up to the full amounts payable under the Notes may be converted into units of the Company (the “Conversion Units”) at any time on or prior to the applicable maturity date of the Notes with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the respective Note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of October 24, 2023, approximately $ 1.2 million had been borrowed by the Company. SEC Settlement On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC. On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $ million to the SEC promptly after the closing of any mer Notice of delisting On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q 10-Q”) Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before November 20, 2023, the Company must file its amended Annual Report on Form 10-K 10-Q, On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company is not in compliance with the Rule because it has not yet filed its Quarterly Report on Form 10-Q 10-Q”) Change in Trust Assets On August 25, 2023, the Company instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. As of the date hereof, interest earned on cash held in the trust account is approximately 4.50 % per annum. Amendments to Merger Agreement On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on August 9, 2023. On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Third Amendment, please see the Company’s current report on Form 8-K filed with the SEC on September 29, 2023. The foregoing references and description of the Second and Third Amendments and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreements (as amended), copies of which are filed as Exhibits 10.1 with the Company’s Current Reports on Form 8-K filed on August 9, 2023 and September 29, 2023, respectively. Extension of Date to Complete Business Combination On September 6, 2023, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board. PIPE terminations As of October 24, 2023, the Company had received termination notices from PIPE Investors representing approximately $ 191,500,000 of the PIPE. As a result, together with previously reported terminations, approximately $ 467,000,000 of the PIPE has been cancelled. Extension and redemption On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024 ) or such earlier date as determined by the Board (the “Extension Amendment Proposal”). In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, we expect that approximately $ 294,349 (approximately $ 10.24 per share) will be removed from the Company’s trust account to pay such holders, which amount is subject to final adjustments by the trustee. Trust withdrawal for taxes In September 2023, the Company withdrew approximately $ 2.4 million from the Trust to pay taxes. Directors’ and Officers’ Insurance Policy As of October 24, 2023, the insurance company has advanced approximately $ 1.2 million to certain individuals and entities. Legal Matter On October 20, 2023, Robert Lowinger (the “Plaintiff”) filed a complaint against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month 1:23-cv-9243

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2023 or any future interim period.	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regu lations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).	Offering Costs Associated with the Initial Public Offering Offering , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, .
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation.	Class A Common Stock Subject to Possible Redemption As 4
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were unrecognized tax benefits as of September 30, 2023 or December 31, 2022 and amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was 8% and 9% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 16% and 4% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to the changes in the valuation allowance in 2022.	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC more-likely-than-not p position.
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.	Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value. The
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited balance sheet, primarily due to their short-term nature.	Fair Value of Financial Instruments The
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements.	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued classified in the balance sheet as current or non-current net-cash
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.	Recently Issued Accounting Standards Management
Risks and Uncertainties	Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.	Risks and Uncertainties Management COVID-19
Inflation Reduction Act of 2022	Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.	Inflation Reduction Act of 2022 On Any Combination.

RESTATEMENT OF PREVIOUSLY ISS_2

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract]
Summary of effect of restatement of financial statements	The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: As previously Adjustments As restated Balance sheet as of December 31, 2022 Accrued expenses 17,166,842 888,070 18,054,912 Income tax payable 979,475 — 979,475 Related party advance 425,835 100,000 525,835 Total current liabilities 22,472,852 988,070 23,460,922 Total liabilities 32,535,352 988,070 33,523,422 Accumulated deficit (30,987,384 ) (988,070 ) (31,975,454 ) Total Stockholders’ Deficit (30,986,538 ) (988,070 ) (31,974,608 ) Statement of Operations for the year ended December 31, 2022 Legal investigations costs — 10,004,519 10,004,519 Formation and operating costs 18,299,257 (9,583,234 ) 8,716,023 Loss from operation costs (18,499,257 ) (421,285 ) (18,920,542 ) Loss before income taxes (14,241,788 ) (421,285 ) (14,663,073 ) Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Basic and diluted net loss per Class A common stock (0.41 ) (0.01 ) (0.42 ) Basic and diluted net loss per Class B common stock (0.41 ) (0.01 ) (0.42 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2022 Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Total accumulated deficit (30,987,384 ) (988,070 ) (31,975,454 ) Total stockholders’ deficit (30,986,538 ) (988,070 ) (31,974,608 ) Statement of Cash Flows for the year ended December 31, 2022 As previously Adjustments As restated Net loss (15,221,263 ) (421,285 ) (15,642,548 ) Accrued expenses 16,605,701 421,285 17,026,986 Related party advance 425,835 77,606 503,441 Net cash provided by operating activities 3,867,619 77,606 3,945,225 As previously Adjustments As restated Balance sheet as of September 30, 2022 Accrued expenses 11,022,242 (127,078 ) 10,895,164 Income tax payable — 357,259 357,259 Related party advance — 410,278 410,278 Total current liabilities 14,828,942 640,459 15,469,401 Total liabilities 24,891,442 640,459 25,531,901 Accumulated deficit (23,956,249 ) (640,459 ) (24,596,708 ) Total Stockholders’ Deficit (23,955,403 ) (640,459 ) (24,595,862 ) Statement of Operations for the three months ended September 30, Legal investigations costs — 2,656,763 2,656,763 Formation and operating costs 4,751,532 (2,636,272 ) 2,115,260 Loss from operation costs (4,801,532 ) (20,491 ) (4,822,023 ) Loss before income taxes (3,474,575 ) (20,491 ) (3,495,066 ) Income tax expense (322,546 ) (1,099 ) (323,645 ) Net loss (3,797,121 ) (21,590 ) (3,818,711 ) Basic and diluted net loss per Class A common stock (0.10 ) (0.00 ) (0.10 ) Basic and diluted net loss per Class B common stock (0.10 ) (0.00 ) (0.10 ) Statement of Operations for the nine months ended September 30, 2022 Legal investigations costs — 7,964,208 7,964,208 Formation and operating costs 11,268,122.00 (7,890,534 ) 3,377,588 Loss from operation costs (11,418,122.00 ) (73,674 ) (11,491,796 ) Loss before income taxes (9,665,638.00 ) (73,674 ) (9,739,312 ) Net loss (10,022,897.00 ) (73,674 ) (10,096,571 ) Basic and diluted net loss per Class A common stock (0.27 ) (0 ) (0.27 ) Basic and diluted net loss per Class B common stock (0.27 ) (0 ) (0.27 ) Statement of Changes in Stockholders’ Deficit for nine months ended Net loss (10,022,897 ) (73,674 ) (10,096,571 ) Total accumulated deficit (23,956,249 ) (640,459 ) (24,596,708 ) Total stockholders’ deficit (23,955,403 ) (640,459 ) (24,595,862 ) Statement of Cash Flows for the nine months ended September 30, 2022 Net loss (10,022,897 ) (73,674 ) (10,096,571 ) Accrued expenses 10,538,707 (671,469 ) 9,867,238 Income tax payable — 357,259 357,259 Net cash provided by operations (908,419 ) (387,884 ) (1,296,303 ) Related party advance — 387,884 387,884 Net cash provided by financing activities 3,456,700 387,884 3,844,584 As previously Adjustments As restated Balance sheet as of June 30, 2022 Accrued expenses 6,139,538 441,742 6,581,280 Income tax payable — 33,614 33,614 Related party advance — 143,514 143,514 Total current liabilities 6,891,239 618,869 7,510,108 Total liabilities 16,953,739 618,869 17,572,608 Class A common stock subject to possible redemption 293,282,625 66,386 293,349,011 Accumulated deficit (16,264,430 ) (685,255 ) (16,949,685 ) Total Stockholders’ Deficit (16,263,584 ) (685,255 ) (16,948,839 ) Statement of Operations for the three months ended June 30, 2022 Legal investigations costs — 2,564,737 2,564,737 Formation and operating costs 4,652,670 (3,788,076 ) 864,594 Loss from operation costs (4,702,670 ) 1,223,339 (3,479,331 ) Loss before income taxes (4,306,674 ) 1,223,339 (3,083,335 ) Income tax expense (34,713 ) 1,099 (33,614 ) Net loss (4,342,387 ) 1,225,438 (3,116,949 ) Basic and diluted net loss per Class A common stock (0.12 ) 0.04 (0.08 ) Basic and diluted net loss per Class B common stock (0.12 ) 0.04 (0.08 ) Statement of Operations for the six months ended June 30, 2022 Legal investigations costs — 5,307,445 5,307,445 Formation and operating costs 6,516,590 (5,254,262 ) 1,262,328 Franchise tax 100,000 — 100,000 Loss from operation costs (6,616,590 ) (53,183 ) (6,669,773 ) Loss before income taxes (6,191,063 ) (53,183 ) (6,244,246 ) Income tax expense (34,713 ) 1,099 (33,614 ) Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Basic and diluted net loss per Class A common stock (0.17 ) 0.00 (0.17 ) Basic and diluted net loss per Class B common stock (0.17 ) 0.00 (0.17 ) Statement of Changes in Stockholders’ Deficit for six months ended June 30, Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Remeasurement of Class A common stock to redemption value (32,625 ) (66,386 ) (99,011 ) Total accumulated deficit (16,264,430 ) (685,255 ) (16,949,685 ) Total stockholders’ deficit (16,263,584 ) (685,255 ) (16,948,839 ) Statement of Cash Flows for the six months ended June 30, 2022 Net loss (6,225,776 ) (52,084 ) (6,277,860 ) Accrued expenses 5,656,004 (102,650 ) 5,553,354 Income tax payable — 33,614 33,614 Net cash provided by operations (776,463 ) (121,119 ) (897,582 ) Related party advance — 121,120 121,120 Net cash provided by financing activities 451,700 121,120 572,820 As previously Adjustments As restated Balance sheet as of March 31, 2022 Accrued expenses 1,701,798 1,760,763 3,462,561 Related party advance — 82,544 82,544 Total current liabilities 2,251,798 1,843,307 4,095,105 Total liabilities 12,314,298 1,843,307 14,157,605 Accumulated deficit (11,890,418 ) (1,843,307 ) (13,733,725 ) Total Stockholders’ Deficit (11,889,572 ) (1,843,307 ) (13,732,879 ) Statement of Operations for the three months ended March 31, 2022 Legal investigations costs — 2,742,708 2,742,708 Formation and operating costs 1,863,920 (1,466,186 ) 397,734 Loss from operation costs (1,913,920 ) (1,276,522 ) (3,190,442 ) Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Basic and diluted net loss per Class A common stock (0.05 ) (0.03 ) (0.08 ) Basic and diluted net loss per Class B common stock (0.05 ) (0.03 ) (0.08 ) Statement of Changes in Stockholders’ Deficit for three months ended March 31, 2022 Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Total accumulated deficit (11,890,418 ) (1,843,307 ) (13,733,725 ) Total stockholders’ deficit (11,889,572 ) (1,843,307 ) (13,732,879 ) Statement of Cash Flows for the three months ended March 31, 2022 Net loss (1,884,389 ) (1,276,522 ) (3,160,911 ) Accrued expenses 1,218,263 1,216,372 2,434,635 Net cash provided by operations (586,239 ) (60,149 ) (646,388 ) Related party advance — 60,150 60,150 Net cash provided by financing activities 300,000 60,150 360,150 As previously Adjustments As restated Balance sheet as of December 31, 2021 Accrued expenses 483,535 544,391 1,027,926 Related party advance — 22,394 22,394 Total current liabilities 683,535 566,785 1,250,320 Total liabilities 10,746,035 566,785 11,312,820 Accumulated deficit (10,006,029 ) (566,785 ) (10,572,814 ) Total Stockholders’ Deficit (10,005,183 ) (566,785 ) (10,571,968 ) Statement of Operations for the year ended December 31, 2021 Formation and operating costs 1,191,593 566,785 1,758,378 Franchise tax 200,000 — 200,000 Loss from operation costs (1,391,593 ) (566,785 ) (1,958,378 ) Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Basic and diluted net loss per Class A common stock (0.08 ) (0.04 ) (0.12 ) Basic and diluted net loss per Class B common stock (0.08 ) (0.04 ) (0.12 ) Statement of Changes in Stockholders’ Deficit for the year ended December 31, 2021 Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Total accumulated deficit (10,006,209 ) (566,605 ) (10,572,814 ) Total stockholders’ deficit (10,005,183 ) (566,785 ) (10,571,968 ) Statement of Cash Flows for the year ended December 31, 2021 Net loss (1,384,495 ) (566,785 ) (1,951,280 ) Accrued expenses 483,535 544,391 1,027,926 Net cash provided by operations (1,114,081 ) (22,394 ) (1,136,475 ) Related party advance — 22,394 22,394 Net cash provided by financing activities 294,691,812 22,394 294,714,206

TAXES (Tables)

TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Summary of Company's Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, December Deferred tax assets: Net operating losses $ — $ 48,891 Start-up costs 5,190,046 445,661 Total deferred tax assets 5,190,046 494,552 Valuation Allowance (5,190,046 ) (494,552 ) Deferred tax asset, net of allowance $ — $ —
Summary of Income Tax Provision	Below is breakdown of the income tax provision. For the Year Ended For the Year Ended Federal Current $ (3,078,967 ) $ (409,769 ) Deferred — — State and local Current (637,053 ) (84,783 ) Deferred — — Change in valuation allowance 4,695,494 494,552 Income tax provision $ 979,475 $ —
Summary of Reconciliation of Federal Income Tax Rate	A follows: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Federal income taxes at 21% 21.00 % 21.00 % State tax, net of Federal benefit 4.35 % 4.35 % Change in valuation allowance (32.03 )% (25.35 )% Provision for income tax (6.68 )% —

QUARTERLY FINANCIAL INFORMATI_2

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)	12 Months Ended
	Dec. 31, 2022
Quarterly Financial Data [Abstract]
Summary of Quarterly Disclosure Balance Sheet	As Restated September 30, June 30, March 31, ASSETS Current assets Cash $ 1,012 $ 2,969 $ 41,493 Prepaid assets 227,768 240,972 240,972 Total Current Assets 228,780 243,941 282,465 Prepaid assets — 46,214 105,632 Investments held in Trust Account 297,884,582 293,682,625 293,286,629 TOTAL ASSETS $ 298,113,362 $ 293,972,780 $ 293,674,726 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 10,895,164 $ 6,581,280 $ 3,462,561 Note payable – Sponsor 2,875,000 — — Income taxes payable 357,259 33,614 — Franchise tax payable 350,000 300,000 250,000 Working capital loans 581,700 451,700 300,000 Advances – related parties 410,278 143,514 82,544 Total Current Liabilities 15,469,401 7,10,108 4,095,105 Deferred underwriting fee payable 10,062,500 10,062,500 10,062,500 TOTAL LIABILITIES 25,531,901 17,572,608 14,157,605 Commitments and Contingencies Class A common stock subject to possible redemption, $0.001 10.20 and $ 10.20 per share) 297,177,323 293,349,011 293,250,000 Stockholders’ Deficit Preferred stock, $0.0001 Class A common stock, $0.0001 127 127 127 Class B common stock, $0.0001 719 719 719 Additional paid-in — — — Accumulated deficit (24,596,708 ) (16,949,685 ) (13,733,725 ) Total Stockholders’ Deficit (24,595,862 ) (16,948,839 ) (13,732,879 ) TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT $ 298,113,362 $ 293,972,780 $ 293,674,726
Summary of Quarterly Disclosure Income Statement	As Restated Three Months Three Months Six Months Three Months Nine Months Formation and operating costs 397,734 864,594 1,262,328 2,115,260 3,527,588 Legal investigations costs 2,742,708 2,564,737 5,307,445 2,656,763 7,964,208 Franchise tax expense 50,000 50,000 100,000 50,000 150,000 Loss from operating costs 3,190,442 3,479,331 6,669,773 4,822,023 11,491,796 Other income and expenses: Interest earned on investments held in Trust Account 29,531 395,996 425,527 1,326,957 1,752,484 Loss before income taxes (3,160,911 ) (3,083,335 ) (6,244,246 ) (3,495,066 ) ( 9,739.312 ) Income tax expense — (33,614 ) (33,614 ) (323,645 ) (357,259 ) Net loss $ (3,160,911 ) $ (3,116,949 ) $ (6,277,860 ) $ ( 2,618,711 ) $ (10,096,571 ) Weighted average shares outstanding of Class A common stock 30,027,234 30,027,234 30,027,234 30,027,234 30,027,234 Weighted average shares outstanding of Class B common stock 7,187,500 7,187,500 7,187,500 7,187,500 7,187,500 Basic and diluted net loss per Class A common stock $ (0.08 ) $ (0.08 ) $ (0.17 ) $ (0.10 ) $ (0.27 ) Basic and diluted net loss per Class B common stock $ (0.08 ) $ (0.08 ) $ (0.17 ) $ (0.10 ) $ (0.27 )
Summary of Quarterly Disclosure Equity Statement	As Restated Class A Common Class B Common Additional Paid-In Accumulated Total Shares Amount Shares Amount Balance – December 31, 2021 1,277,234 $ 127 7,187,500 $ 719 $ — $ (10,572,814 ) $ (10,571,968 ) Net loss — — — — — (3,160,911 ) (3,160,911 ) Balance – March 31, 2022 1,277,234 127 7,187,500 719 — (13,33,725 ) (13,732,879 ) Net loss (3,116,949 ) (3,116,949 ) Remeasurement of Class A common stock to redemption value (99,011 ) (99,011 ) Balance – June 30, 2022 1,277,234 127 7,187,500 719 — (16,949,685 ) (16,948,839 ) Net loss — — — — — ( 2,618,711 ) ( 2,618,711 ) Remeasurement of Class A common stock to redemption value — — — — — (953,312 ) (953,312 ) Contribution — — — — — (2,875,000 ) (2,875,000 ) Balance – September 30, 2022 1,277,234 127 7,187,500 719 — (24,596,708 ) (24,595,862 ) Net loss — — — — — (5,545,977 ) (5,545,977 ) Remeasurement of Class A common stock to redemption value — — — — — (1,832,769 ) (1,832,769 ) Balance – December 31, 2022 1,277,234 $ 127 7,187,500 $ 719 $ — $ (31,975,454 ) $ (31,974,608 )
Summary of Quarterly Disclosure Cash Flow Statement	As Restated Three Months Six Months Nine Months Cash flows from operating activities: Net loss $ (3,160,911 ) $ (6,277,860 ) $ (10,096,571 ) Adjustments to reconcile net loss to net cash used in operating activities: Interest earned on cash and marketable securities held in the Trust Account (29,531 ) (425,527 ) (1,752,484 ) Changes in assets and liabilities: Accrued expenses 2,434,635 5,553,354 9,867,238 Income taxes payable — 33,614 357,259 Prepaid insurance 59,419 118,837 178,255 Franchise tax payable 50,000 100,000 150,000 Net cash used in operating activities (646,388 ) (897,582 ) ( 646,3880 ) Cash flows from investing activities: Cash deposited into Trust Account — — (2,875,000 ) Net cash used in investing activities — — (2,875,000 ) Cash flows from financing activities: Proceeds from working capital loan 300,000 451,700 581,700 Proceeds from advances – related parties 60,150 121,120 387,884 Proceeds from Sponsor note — — 2,875,000 Net cash provided by financing activities 360,150 572,820 3,844,584 Net change in cash (286,238 ) (324,762 ) (326,719 ) Cash at beginning of period 327,731 327,731 327,731 Cash at end of period $ 41,493 $ 2,969 $ 1,012 Non-cash Remeasurement of Class A common stock $ — $ 99,011 $ 3,28,312

DESCRIPTION OF ORGANIZATION, _2

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (Details)

9 Months Ended

12 Months Ended

Sep. 20, 2022 shares

Dec. 04, 2021 USD ($) $ / shares shares

Oct. 20, 2021 USD ($) $ / shares shares

Sep. 08, 2021 USD ($) $ / shares shares

Sep. 30, 2023 USD ($) d $ / shares shares

Dec. 31, 2022 USD ($) d $ / shares shares

Dec. 31, 2021 USD ($) $ / shares

Sep. 08, 2023 USD ($) $ / shares shares

Jun. 02, 2023 USD ($)

Apr. 21, 2023 USD ($)

Nov. 22, 2022 USD ($) $ / shares shares

Sep. 30, 2022 $ / shares

Sep. 08, 2022 USD ($)

Jun. 30, 2022 $ / shares

Mar. 31, 2022 $ / shares

Subsidiary, Sale of Stock [Line Items]

Condition for future business combination number of businesses minimum | d

1

1

Payments for investment of cash in Trust Account

$ 2,875,000

$ 293,250,000

Obligation to redeem Public Shares if entity does not complete a business combination within the combination period (as a percent)

100%

100%

Minimum net tangible assets upon consummation of the business combination

$ 5,000,001

$ 5,000,001

Redemption limit percentage without prior consent

15

15

Minimum net tangible assets required to be maintained upon redemption of public shares

$ 5,000,001

$ 5,000,001

Redemption period upon closure

5 days

5 days

Maximum allowed dissolution expenses

$ 100,000

$ 100,000

Stock issued during period, value, new issues

[1],[2]

$ 25,000

Common Class A [Member]

Subsidiary, Sale of Stock [Line Items]

Stock issued during period, Value, Issued for services

$ 1,437,500

$ 1,437,500

Temporary Equity Shares Subject To Redeption | shares

5,658

Amount Withdrawn From Trust Account To Redeem Stockholders

$ 58,916

Share Price | $ / shares

$ 10.41

Stock Issued During Period, Shares, Issued for Services | shares

1,277,234

1,277,234

Temporary equity, redemption price per share | $ / shares

$ 10.66

$ 10.4

$ 10.2

$ 10.34

$ 10.2

$ 10.2

Common Class A [Member] | Special Meeting Of Stockholders [Member]

Subsidiary, Sale of Stock [Line Items]

Temporary equity stock shares subject to redemption | shares

28,745

Temporary equity redemption value

$ 307,028

Temporary equity, redemption price per share | $ / shares

$ 10.68

Earnout Shares [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued | shares

40,000,000

Number of Earnout Period

3 years

DWAC Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Common Stock Shares Issued | shares

15,000,000

DWAC Common Stock [Member] | Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Number Of Days Determining The Common Stock Of Trading Days

20 days

DWAC Common Stock [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Number Of Days Determining The Common Stock Of Trading Days

30 days

DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Twelve Point Five [Member]

Subsidiary, Sale of Stock [Line Items]

Share Price | $ / shares

$ 12.5

DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Fifteen [Member]

Subsidiary, Sale of Stock [Line Items]

Share Price | $ / shares

15

DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Seventeen Point Five [Member]

Subsidiary, Sale of Stock [Line Items]

Share Price | $ / shares

$ 17.5

Merger Agreement [Member] | DWAC Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Common Stock Shares Issued | shares

10,000,000

Note [Member]

Subsidiary, Sale of Stock [Line Items]

Debt instrument face amount

$ 2,000,000

Initial Public Offering

Subsidiary, Sale of Stock [Line Items]

Number of units sold | shares

28,750,000

Purchase price, per unit | $ / shares

$ 10

Proceeds from Issuance Initial Public Offering

$ 287,500,000

Offering costs

23,566,497

Deferred underwriting commissions

10,062,500

Fair value of the representative shares

1,437,500

Other offering costs

4,168,029

Payments for investment of cash in Trust Account

$ 293,250,000

Payments for investment of cash in Trust Account, per unit | $ / shares

$ 10.2

Stock issued during period, Value, Issued for services

$ 7,677,450

Share transfer between related parties, Value

$ 221,018

Assets Remaining for Distribution, Value per Share | $ / shares

$ 10.45

Over-Allotment Option [Member]

Subsidiary, Sale of Stock [Line Items]

Number of units sold | shares

3,750,000

Underwriting option period

45 days

Merger agreement with TMTG

Subsidiary, Sale of Stock [Line Items]

Agreed consideration

$ 875,000,000

True up period after the closing

90 days

90 days

DWAC Merger Sub Inc [Member] | Earnout Shares [Member]

Subsidiary, Sale of Stock [Line Items]

Business Acquisition, Percentage of Voting Interests Acquired

55%

Sponsor | Note [Member]

Subsidiary, Sale of Stock [Line Items]

Debt instrument face amount

$ 1,125,700

$ 2,875,000

Sponsor | Initial Public Offering

Subsidiary, Sale of Stock [Line Items]

Number of units sold | shares

1,133,484

Sponsor | Private Placement

Subsidiary, Sale of Stock [Line Items]

Number of units sold | shares

1,133,484

Purchase price, per unit | $ / shares

$ 10

Gross proceeds from sale of units

$ 11,334,840

PIPE Investors [Member] | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, convertible, conversion price | $ / shares

$ 33.6

PIPE Investors [Member] | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of stock, shares converted | shares

29,761,905

PIPE Investors [Member] | Private Placement | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Purchase price, per unit | $ / shares

$ 1,000

Number of shares issued | shares

1,000,000

Stock issued during period, value, new issues

$ 1,000,000,000

Stock Issued During Period, Shares, Issued for Services | shares

251,500

[1]On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8).[2]The shares and the associated amounts have been retroactively restated to reflect the three-for-one stock split on July 1, 2021.

RESTATEMENT OF PREVIOUSLY ISS_3

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of effect of restatement of financial statements (Details) - USD ($)	3 Months Ended							6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	[1],[2]
Balance sheet
Accrued expenses	$ 43,674,679			$ 18,054,912	$ 10,895,164	$ 6,581,280	$ 3,462,561	$ 6,581,280	$ 43,674,679	$ 10,895,164	$ 18,054,912	$ 1,027,926
Income tax payable	3,666,968			979,475	357,259	33,614	0	33,614	3,666,968	357,259	979,475	0
Related party advance	34,585			525,835	410,278	143,514	82,544	143,514	34,585	410,278	525,835	22,394
Total current liabilities	53,755,765			23,460,922	15,469,401	710,108	4,095,105	710,108	53,755,765	15,469,401	23,460,922	1,250,320
Total liabilities	63,818,265			33,523,422	25,531,901	17,572,608	14,157,605	17,572,608	63,818,265	25,531,901	33,523,422	11,312,820
Class A common stock subject to possible redemption	306,128,902			298,951,176					306,128,902		298,951,176	293,250,000
Accumulated deficit	(59,466,556)			(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)	(59,466,556)	(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit	(59,465,710)	$ (44,209,745)	$ (32,865,687)	(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)	(59,465,710)	(24,595,862)	(31,974,608)	(10,571,968)
Statement of Operations
Legal investigations costs	11,581,241				2,656,763	2,564,737	2,742,708	5,307,445	20,639,030	7,964,208	10,004,519	789,183
Formation and operating costs	4,307,852				2,115,260	864,594	397,734	1,262,328	7,899,200	3,377,588	8,716,023	969,195
Franchise tax	50,000				50,000	50,000	50,000	100,000	232,500	150,000	200,000	200,000
Loss from operation costs	(15,939,093)				(4,822,023)	3,479,331	(3,190,442)	6,669,773	(28,770,730)	(11,491,796)	(18,920,542)	(1,958,378)
Loss before income taxes	(11,292,680)				(3,495,066)	(3,083,335)	(3,160,911)	(6,244,246)	(17,318,855)	(9,739,312)	(14,663,073)	(1,951,280)
Income tax expense	899,687				323,645	33,614	0	33,614	2,687,493	357,259	(979,475)	0
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)	(20,006,348)	(10,096,571)	(15,642,548)	(1,951,280)
Statement of Changes in Stockholders' Deficit
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)	(20,006,348)	(10,096,571)	(15,642,548)	(1,951,280)
Remeasurement of Class A common stock to redemption value	(2,649,598)	(2,664,291)	(2,170,865)		(3,828,312)	(99,011)					(5,760,092)	(19,980,528)
Total accumulated deficit	(59,466,556)			(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)	(59,466,556)	(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit	(59,465,710)	(44,209,745)	(32,865,687)	(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)	(59,465,710)	(24,595,862)	(31,974,608)	(10,571,968)
Statement of Cash Flows
Net loss							(3,160,911)		(20,006,348)	(10,096,571)	(15,642,548)	(1,951,280)
Accrued expenses							2,434,635		28,307,260	10,224,497	17,026,986	1,027,926
Net cash used in operating activities							(646,388)		(1,702,985)	(1,296,303)	(1,455,883)	(1,136,475)
Related party advance							60,150		(491,250)	387,884	625,700	22,394
Net cash provided by financing activities							360,150		1,448,058	3,844,584	3,942,619	294,714,206
Accumulated Deficit
Balance sheet
Total Stockholders' Deficit	(59,466,556)	(44,210,591)	(32,866,533)	(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)	(59,466,556)	(24,596,708)	(31,975,454)	(10,572,814)	$ 0
Statement of Operations
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)				(15,642,548)	(1,951,280)
Statement of Changes in Stockholders' Deficit
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)				(15,642,548)	(1,951,280)
Remeasurement of Class A common stock to redemption value	(2,649,598)	(2,664,291)	(2,170,865)		(3,828,312)	(99,011)					(5,760,092)	(7,184,020)
Total Stockholders' Deficit	$ (59,466,556)	$ (44,210,591)	$ (32,866,533)	(31,975,454)	$ (24,596,708)	$ (16,949,685)	$ (13,733,725)	$ (16,949,685)	$ (59,466,556)	$ (24,596,708)	$ (31,975,454)	$ (10,572,814)	$ 0
Common Class A [Member]
Statement of Operations
Earnings Per Share, Basic	$ (0.33)				$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Earnings Per Share, Diluted	(0.33)				(0.1)	(0.08)	(0.08)	(0.17)	(0.54)	(0.27)	(0.42)	(0.12)
Common Class B [Member]
Statement of Operations
Earnings Per Share, Basic	(0.33)				(0.1)	(0.08)	(0.08)	(0.17)	(0.54)	(0.27)	(0.42)	(0.12)
Earnings Per Share, Diluted	$ (0.33)				$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Previously Reported [Member]
Balance sheet
Accrued expenses				17,166,842	$ 11,022,242	$ 6,139,538	$ 1,701,798	$ 6,139,538		$ 11,022,242	$ 17,166,842	$ 483,535
Income tax payable				979,475	0	0		0		0	979,475
Related party advance				425,835							425,835
Total current liabilities				22,472,852	14,828,942	6,891,239	2,251,798	6,891,239		14,828,942	22,472,852	683,535
Total liabilities				32,535,352	24,891,442	16,953,739	12,314,298	16,953,739		24,891,442	32,535,352	10,746,035
Class A common stock subject to possible redemption						293,282,625		293,282,625
Accumulated deficit				(30,987,384)	(23,956,249)	(16,264,430)	(11,890,418)	(16,264,430)		(23,956,249)	(30,987,384)	(10,006,029)
Total Stockholders' Deficit				(30,986,538)	(23,955,403)	(16,263,584)	(11,889,572)	(16,263,584)		(23,955,403)	(30,986,538)	(10,005,183)
Statement of Operations
Formation and operating costs					4,751,532	4,652,670	1,863,920	6,516,590		11,268,122	18,299,257	1,191,593
Franchise tax								100,000				200,000
Loss from operation costs					(4,801,532)	(4,702,670)	(1,913,920)	(6,616,590)		(11,418,122)	(18,499,257)	(1,391,593)
Loss before income taxes					(3,474,575)	(4,306,674)		(6,191,063)		(9,665,638)	(14,241,788)
Income tax expense					(322,546)	(34,713)		(34,713)
Net loss					(3,797,121)	(4,342,387)	(1,884,389)	(6,225,776)		(10,022,897)	(15,221,263)	(1,384,495)
Statement of Changes in Stockholders' Deficit
Net loss					(3,797,121)	(4,342,387)	(1,884,389)	(6,225,776)		(10,022,897)	(15,221,263)	(1,384,495)
Remeasurement of Class A common stock to redemption value								(32,625)
Total accumulated deficit				(30,987,384)	(23,956,249)	(16,264,430)	(11,890,418)	(16,264,430)		(23,956,249)	(30,987,384)	(10,006,029)
Total Stockholders' Deficit				(30,986,538)	(23,955,403)	(16,263,584)	(11,889,572)	(16,263,584)		(23,955,403)	(30,986,538)	(10,005,183)
Statement of Cash Flows
Net loss							(1,884,389)	(6,225,776)		(10,022,897)	(15,221,263)	(1,384,495)
Accrued expenses							1,218,263	5,656,004		10,538,707	16,605,701	483,535
Net cash used in operating activities							(586,239)	(776,463)		(908,419)		(1,114,081)
Related party advance											425,835
Net cash provided by financing activities							300,000	451,700		3,456,700	3,867,619	294,691,812
Previously Reported [Member] | Accumulated Deficit
Balance sheet
Accumulated deficit				(30,987,384)	(23,956,249)	(16,264,430)	(11,890,418)	(16,264,430)		(23,956,249)	(30,987,384)	(10,006,209)
Statement of Changes in Stockholders' Deficit
Total accumulated deficit				(30,987,384)	$ (23,956,249)	$ (16,264,430)	$ (11,890,418)	$ (16,264,430)		$ (23,956,249)	$ (30,987,384)	$ (10,006,209)
Previously Reported [Member] | Common Class A [Member]
Statement of Operations
Earnings Per Share, Basic					$ (0.1)	$ (0.12)	$ (0.05)	$ (0.17)		$ (0.27)	$ (0.41)	$ (0.08)
Earnings Per Share, Diluted					(0.1)	(0.12)	(0.05)	(0.17)		(0.27)	(0.41)	(0.08)
Previously Reported [Member] | Common Class B [Member]
Statement of Operations
Earnings Per Share, Basic					(0.1)	(0.12)	(0.05)	(0.17)		(0.27)	(0.41)	(0.08)
Earnings Per Share, Diluted					$ (0.1)	$ (0.12)	$ (0.05)	$ (0.17)		$ (0.27)	$ (0.41)	$ (0.08)
Revision of Prior Period, Adjustment [Member]
Balance sheet
Accrued expenses				888,070	$ (127,078)	$ 441,742	$ 1,760,763	$ 441,742		$ (127,078)	$ 888,070	$ 544,391
Income tax payable					357,259	33,614		33,614		357,259
Related party advance				100,000	410,278	143,514	82,544	143,514		410,278	100,000	22,394
Total current liabilities				988,070	640,459	618,869	1,843,307	618,869		640,459	988,070	566,785
Total liabilities				988,070	640,459	618,869	1,843,307	618,869		640,459	988,070	566,785
Class A common stock subject to possible redemption						66,386		66,386
Accumulated deficit				(988,070)	(640,459)	(685,255)	(1,843,307)	(685,255)		(640,459)	(988,070)	(566,785)
Total Stockholders' Deficit				(988,070)	(640,459)	(685,255)	(1,843,307)	(685,255)		(640,459)	(988,070)	(566,785)
Statement of Operations
Legal investigations costs					2,656,763	2,564,737	2,742,708	5,307,445		7,964,208	10,004,519
Formation and operating costs					(2,636,272)	(3,788,076)	(1,466,186)	(5,254,262)		(7,890,534)	(9,583,234)	566,785
Loss from operation costs					(20,491)	1,223,339	(1,276,522)	(53,183)		(73,674)	(421,285)	(566,785)
Loss before income taxes					(20,491)	1,223,339		(53,183)		(73,674)	(421,285)
Income tax expense					(1,099)	1,099		1,099
Net loss					(21,590)	1,225,438	(1,276,522)	(52,084)		(73,674)	(421,285)	(566,785)
Statement of Changes in Stockholders' Deficit
Net loss					(21,590)	1,225,438	(1,276,522)	(52,084)		(73,674)	(421,285)	(566,785)
Remeasurement of Class A common stock to redemption value								(66,386)
Total accumulated deficit				(988,070)	(640,459)	(685,255)	(1,843,307)	(685,255)		(640,459)	(988,070)	(566,785)
Total Stockholders' Deficit				(988,070)	(640,459)	(685,255)	(1,843,307)	(685,255)		(640,459)	(988,070)	(566,785)
Statement of Cash Flows
Net loss							(1,276,522)	(52,084)		(73,674)	(421,285)	(566,785)
Accrued expenses							1,216,372	(102,650)		(671,469)	421,285	544,391
Income tax payable								33,614		357,259
Net cash used in operating activities							(60,149)	(121,119)		(387,884)		(22,394)
Related party advance							60,150	121,120		387,884	77,606	22,394
Net cash provided by financing activities							60,150	121,120		387,884	77,606	22,394
Revision of Prior Period, Adjustment [Member] | Accumulated Deficit
Balance sheet
Accumulated deficit				(988,070)	(640,459)	(685,255)	(1,843,307)	(685,255)		(640,459)	(988,070)	(566,605)
Statement of Changes in Stockholders' Deficit
Total accumulated deficit				(988,070)	$ (640,459)	$ (685,255)	$ (1,843,307)	$ (685,255)		$ (640,459)	$ (988,070)	$ (566,605)
Revision of Prior Period, Adjustment [Member] | Common Class A [Member]
Statement of Operations
Earnings Per Share, Basic					$ 0	$ 0.04	$ (0.03)	$ 0		$ 0	$ (0.01)	$ (0.04)
Earnings Per Share, Diluted					0	0.04	(0.03)	0		0	(0.01)	(0.04)
Revision of Prior Period, Adjustment [Member] | Common Class B [Member]
Statement of Operations
Earnings Per Share, Basic					0	0.04	(0.03)	0		0	(0.01)	(0.04)
Earnings Per Share, Diluted					$ 0	$ 0.04	$ (0.03)	$ 0		$ 0	$ (0.01)	$ (0.04)
As Restated [Member]
Balance sheet
Accrued expenses				18,054,912	$ 10,895,164	$ 6,581,280	$ 3,462,561	$ 6,581,280		$ 10,895,164	$ 18,054,912	$ 1,027,926
Income tax payable				979,475	357,259	33,614		33,614		357,259	979,475
Related party advance				525,835	410,278	143,514	82,544	143,514		410,278	525,835	22,394
Total current liabilities				23,460,922	15,469,401	7,510,108	4,095,105	7,510,108		15,469,401	23,460,922	1,250,320
Total liabilities				33,523,422	25,531,901	17,572,608	14,157,605	17,572,608		25,531,901	33,523,422	11,312,820
Class A common stock subject to possible redemption						293,349,011		293,349,011
Accumulated deficit				(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit				(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)		(24,595,862)	(31,974,608)	(10,571,968)
Statement of Operations
Legal investigations costs					2,656,763	2,564,737	2,742,708	5,307,445		7,964,208	10,004,519
Formation and operating costs					2,115,260	864,594	397,734	1,262,328		3,377,588	8,716,023	1,758,378
Franchise tax								100,000				200,000
Loss from operation costs					(4,822,023)	(3,479,331)	(3,190,442)	(6,669,773)		(11,491,796)	(18,920,542)	(1,958,378)
Loss before income taxes					(3,495,066)	(3,083,335)		(6,244,246)		(9,739,312)	(14,663,073)
Income tax expense					(323,645)	(33,614)		(33,614)
Net loss				(5,545,977)	(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)		(10,096,571)	(15,642,548)	(1,951,280)
Statement of Changes in Stockholders' Deficit
Net loss				(5,545,977)	(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)		(10,096,571)	(15,642,548)	(1,951,280)
Remeasurement of Class A common stock to redemption value				(1,832,769)	(953,312)	(99,011)		(99,011)
Total accumulated deficit				(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit				(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)		(24,595,862)	(31,974,608)	(10,571,968)
Statement of Cash Flows
Net loss							(3,160,911)	(6,277,860)		(10,096,571)	(15,642,548)	(1,951,280)
Accrued expenses							2,434,635	5,553,354		9,867,238	17,026,986	1,027,926
Income tax payable								33,614		357,259
Net cash used in operating activities							(646,388)	(897,582)		(1,296,303)		(1,136,475)
Related party advance							60,150	121,120		387,884	503,441	22,394
Net cash provided by financing activities							360,150	572,820		3,844,584	3,945,225	294,714,206
As Restated [Member] | Accumulated Deficit
Balance sheet
Accumulated deficit				(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit				(31,975,454)	(24,596,708)	(16,949,685)	(1,333,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Statement of Operations
Net loss				(5,545,977)		(3,116,949)	(3,160,911)
Statement of Changes in Stockholders' Deficit
Net loss				(5,545,977)		(3,116,949)	(3,160,911)
Remeasurement of Class A common stock to redemption value				(1,832,769)	(953,312)	(99,011)
Total accumulated deficit				(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Total Stockholders' Deficit				$ (31,975,454)	$ (24,596,708)	$ (16,949,685)	$ (1,333,725)	$ (16,949,685)		$ (24,596,708)	$ (31,975,454)	$ (10,572,814)
As Restated [Member] | Common Class A [Member]
Statement of Operations
Earnings Per Share, Basic					$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)		$ (0.27)	$ (0.42)	$ (0.12)
Earnings Per Share, Diluted					(0.1)	(0.08)	(0.08)	(0.17)		(0.27)	(0.42)	(0.12)
As Restated [Member] | Common Class B [Member]
Statement of Operations
Earnings Per Share, Basic					(0.1)	(0.08)	(0.08)	(0.17)		(0.27)	(0.42)	(0.12)
Earnings Per Share, Diluted					$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)		$ (0.27)	$ (0.42)	$ (0.12)
[1]On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8).[2]The shares and the associated amounts have been retroactively restated to reflect the three-for-one stock split on July 1, 2021.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 08, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 16, 2022
Unrecognized Tax Benefits		$ 0		$ 0		$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties		0		0		0	$ 0
Federal depository insurance coverage		$ 250,000		$ 250,000		$ 250,000
Percentage Of Excise Tax								1%
Percentage Of Excise Tax Fair Market Value Of Shares Repurchased								1%
Effectiv tax rate		8%	9%	16%	4%	(6.68%)	0%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		21%	21%	21%	21%	21%	21%
Initial Public Offering
Offering costs	$ 23,566,497
Deferred underwriting commissions	10,062,500
Fair value of the representative shares	1,437,500
Other offering costs	4,168,029
Stock issued during period, Value, Issued for services	7,677,450
Share transfer between related parties, Value	221,018
Initial Public Offering | Anchor Investor [Member]
Stock issued during period, Value, Issued for services	7,677,450
Initial Public Offering | Officers and Directors [Member]
Share transfer between related parties, Value	$ 221,018
Class A Common Stock Subject to Redemption | Initial Public Offering
Number of shares issued	28,750,000

INITIAL PUBLIC OFFERING - Addit

INITIAL PUBLIC OFFERING - Additional Information (Details) - USD ($)		9 Months Ended	12 Months Ended
	Sep. 08, 2021	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, Value, Issued for services		$ 1,437,500	$ 1,437,500
Initial Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of units sold	28,750,000
Purchase price, per unit	$ 10
Proceeds from Issuance Initial Public Offering	$ 287,500,000
Offering costs	23,566,497
Stock issued during period, Value, Issued for services	7,677,450
Share transfer between related parties, Value	221,018
Offering costs	23,566,497
Deferred underwriting commissions	10,062,500
Fair value of the representative shares	1,437,500
Other offering costs	4,168,029
Initial Public Offering | Anchor Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value of the representative shares	7,677,450
Initial Public Offering | Officers and Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value of the representative shares	$ 221,018
Initial Public Offering | Class A Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of shares in a unit	1
Initial Public Offering | Class A Common Stock | Public Warrants
Subsidiary, Sale of Stock [Line Items]
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.5

PRIVATE PLACEMENT - Additional

PRIVATE PLACEMENT - Additional Information (Details) - USD ($)		9 Months Ended	12 Months Ended
	Sep. 08, 2021	Sep. 30, 2023	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Restrictions on transfer period of time after business combination completion		30 days	30 days
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Restrictions on transfer period of time after business combination completion	30 days
Private Placement [Member] | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,133,484
Purchase price, per unit	$ 10
Gross proceeds from sale of units	$ 11,334,840
Cash deposited into Trust Account by related party	13,203,590
Exceeds proceeds allocated over the proceeds of the Private Placement	$ 1,869,110
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold	28,750,000
Purchase price, per unit	$ 10
IPO [Member] | Sponsor
Subsidiary, Sale of Stock [Line Items]
Number of units sold	1,133,484

RELATED PARTY TRANSACTIONS - Fo

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			9 Months Ended	12 Months Ended
	Sep. 02, 2021 shares	Jul. 02, 2021 USD ($) shares	Sep. 30, 2023 d d $ / shares shares	Dec. 31, 2022 d d $ / shares shares	Dec. 31, 2021 USD ($) shares	Sep. 30, 2022 shares	Jun. 30, 2022 shares	Mar. 31, 2022 shares
Related Party Transaction [Line Items]
Restrictions on transfer period of time after business combination completion			30 days		30 days
Class B Common Stock
Related Party Transaction [Line Items]
Numbers of shares surrendered for no consideration	1,437,500
Common shares, shares issued	7,187,500		7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Common shares, shares outstanding	7,187,500		7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Numbers of shares surrendered for no consideration	1,437,500
Founder Shares | Sponsor | Class B Common Stock
Related Party Transaction [Line Items]
Number of shares issued					8,625,000
Aggregate purchase price | $					$ 25,000
Numbers of shares surrendered for no consideration	1,437,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%
Restrictions on transfer period of time after business combination completion			6 months	6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares			$ 12	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d			20	20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d			30	30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days	150 days
Share transfer between related parties, Value | $		$ 221,000
Founder Shares | Sponsor | Class B Common Stock | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Number of shares transferred by sponsor		10,000
Founder Shares | Sponsor | Class B Common Stock | Director [Member]
Related Party Transaction [Line Items]
Number of shares transferred by sponsor		7,500

RELATED PARTY TRANSACTIONS - Ad

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)			3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 08, 2022	May 12, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 20, 2023	Jun. 02, 2023	Apr. 21, 2023
Related Party Transaction [Line Items]
Proceeds From Related Party Advances						$ 60,150		$ (491,250)	$ 387,884	$ 625,700	$ 22,394
Advances - related parties			$ 34,585	$ 410,278	$ 143,514	82,544	$ 143,514	34,585	410,278	525,835	22,394
Expenses recorded			4,307,852	2,115,260	864,594	397,734	1,262,328	7,899,200	3,377,588	8,716,023	969,195
Working Capital Loan Outstanding			2,372,033					2,372,033		625,700	0
Due to related party				581,700	451,700	300,000	451,700		581,700
Outstanding			$ 2,875,000	2,875,000	$ 0	$ 0	$ 0	2,875,000	2,875,000	2,875,000	0
Litigation settlement amount awarded to other party								$ 500,000
Digital World Convertible Notes [Member]
Related Party Transaction [Line Items]
Price per unit			$ 8					$ 8
Debt instrument conversion price												$ 10
Outstanding												$ 500,000
Non-interest bearing convertible promissory notes payable			$ 40,000,000					$ 40,000,000
Warrants outstanding			0.5					0.5
Digital World Convertible Notes [Member] | Digital World Class A Common Stock [Member]
Related Party Transaction [Line Items]
Common shares, shares outstanding			1					1
Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month								$ 15,000		15,000
Expenses recorded			$ 0	45,000				45,000	90,000	180,000	56,000
Working capital loans
Related Party Transaction [Line Items]
Maximum loans convertible into units										$ 1,500,000
Price per unit										$ 10
Founder Shares
Related Party Transaction [Line Items]
Debt instrument face amount													$ 10,000,000
Founder Shares | Two Million Dollars Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount													2,000,000
Founder Shares | Ten Million Dollars Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount													10,000,000
Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount													$ 2,000,000
Note [Member] | Digital World Convertible Notes [Member]
Related Party Transaction [Line Items]
Debt instrument conversion price													$ 10
Administrative Support Agreement with Renatus LLC [Member]
Related Party Transaction [Line Items]
Expenses recorded			45,000	$ 0				60,000	$ 0
Agreement with Law Firm [Member]
Related Party Transaction [Line Items]
Note payable			500,000					500,000
Sponsor
Related Party Transaction [Line Items]
Working Capital Loan Warrant			1,000,000					1,000,000		$ 1,000,000
Debt instrument interest rate		0%
Debt instrument convertible into warrants		$ 1,500,000
Debt instrument conversion price		$ 10
Proceeds From Related Party Advances								2,606		425,835
Outstanding										2,875,000
Amount paid behalf of the company								470,835		470,835
Sponsor | Digital World Convertible Notes [Member]
Related Party Transaction [Line Items]
Debt instrument conversion price	$ 10	$ 10												$ 10
Debt instrument face amount	$ 2,875,000
Long-Term Debt, Gross			2,875,000					2,875,000		2,875,000
Outstanding		$ 30,000,000												$ 1,275,000
Sponsor | Minimum [Member]
Related Party Transaction [Line Items]
Working Capital Loan Outstanding		1,500,000
Sponsor | Maximum [Member]
Related Party Transaction [Line Items]
Working Capital Loan Outstanding		$ 30,000,000
Sponsor | Working capital loans
Related Party Transaction [Line Items]
Working Capital Loan Outstanding										625,700	0
Sponsor | Note [Member]
Related Party Transaction [Line Items]
Debt instrument interest rate	0%
Debt instrument conversion price	$ 10
Debt instrument payment terms	repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective.
Debt instrument face amount	$ 2,875,000													1,125,700
Sponsor | Note [Member] | Tranche One [Member]
Related Party Transaction [Line Items]
Debt instrument face amount														625,700
Sponsor | Note [Member] | Tranche Two [Member]
Related Party Transaction [Line Items]
Debt instrument face amount														$ 500,000
Director [Member]
Related Party Transaction [Line Items]
Proceeds From Related Party Advances								31,979		100,000
Advances - related parties										100,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable, related parties			0					0
Related Party [Member] | Administrative Support Agreement
Related Party Transaction [Line Items]
Accounts payable, related parties			221,000					221,000		176,000	$ 11,000
Related Party [Member] | Related Party Loans
Related Party Transaction [Line Items]
Due to related party										$ 0
Related Party [Member] | Note [Member]
Related Party Transaction [Line Items]
Outstanding			1,205,333					1,205,333
Sponsor or its affiliates or the Company's officers or directors [Member] | Digital World Convertible Notes [Member]
Related Party Transaction [Line Items]
Non-interest bearing convertible promissory notes payable			30,000,000					30,000,000
To either third parties providing services or making loans to the company or to the sponsor or its affiliates or the company's officers or directors [Member] | Digital World Convertible Notes [Member]
Related Party Transaction [Line Items]
Non-interest bearing convertible promissory notes payable			$ 10,000,000					$ 10,000,000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Additional Information (Details)				3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) d shares	Jul. 20, 2023 USD ($)	Sep. 08, 2021 shares	Sep. 30, 2023 USD ($) d shares	Sep. 30, 2023 USD ($) d shares	Dec. 31, 2022 USD ($) d shares
Subsidiary, Sale of Stock [Line Items]
Maximum number of demands for registration of securities | d	3			3	3	3
Percentage of cash underwriting discount based on gross proceeds from IPO	(1.25%)			(1.25%)	(1.25%)	(1.25%)
Aggregate cash underwriting discount if over-allotment is exercised in full	$ 3,593,750			$ 3,593,750	$ 3,593,750	$ 3,593,750
Percentage of deferred underwriting commission based on gross proceeds from IPO	(3.50%)			(3.50%)	(3.50%)	(3.50%)
Deferred underwriting commission	$ 10,062,500			$ 10,062,500	$ 10,062,500	$ 10,062,500
Period of right of first refusal from the closing of business combination					24 months	24 months
Settlement In Principle Amount		$ 18,000,000			$ 2,300,000
Litigation settlement expense greater than actual fees					$ 8,000,000
Percentage of loss contingency payable greater than actual fees					130%
Cease and Desist Order [Member]
Subsidiary, Sale of Stock [Line Items]
Loss contingency accrual provision				$ 8,000,000	$ 18,000,000
Directors and Officers Liability Insurance [Member]
Subsidiary, Sale of Stock [Line Items]
Malpractice Insurance, Annual Coverage Limit					2,500,000	$ 2,500,000
Malpractice Insurance Excess Retention Amount					$ 5,000,000	$ 5,000,000
Increase decrease in liability	$ 1,000,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of shares issuable based on stock issued in IPO	(0.50%)			(0.50%)	(0.50%)	(0.50%)
Number of shares issuable | shares	143,750			143,750	143,750	143,750
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares			3,750,000

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0	0	0	0	0
Preferred shares, shares outstanding	0	0	0	0	0	0

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)		9 Months Ended	12 Months Ended
	Sep. 02, 2021 shares	Sep. 30, 2023 USD ($) Vote $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Sep. 30, 2022 $ / shares shares	Jun. 30, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	Sep. 08, 2021 shares
Class of Stock [Line Items]
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001
Class A Common Stock Not Subject to Redemption
Class of Stock [Line Items]
Common shares, shares issued (in shares)		1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Common shares, shares outstanding (in shares)		1,277,234	1,277,234	1,277,234
Issuance of Class A common stock to representative (in shares)				1,277,234
Class A Common Stock Subject to Redemption
Class of Stock [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)		28,715,597	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Class A Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1	1
Common shares, shares outstanding (in shares)		1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Class A common stock subject to possible redemption, issued (in shares)		28,715,597	28,744,342	28,750,000				143,750
Class A common stock subject to possible redemption, outstanding (in shares)		28,744,342	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Issuance of Class A common stock to representative | $		$ 1,437,500	$ 1,437,500
Issuance of Class A common stock to representative (in shares)		1,277,234	1,277,234
Class B Common Stock
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		10,000,000	10,000,000	10,000,000	10,000,000	10,000,000	10,000,000
Common shares, par value (in dollars per share) | $ / shares		$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote		1
Common shares, shares issued (in shares)	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Common shares, shares outstanding (in shares)	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Transferred shares to qualified institutional buyers		1,650,000	1,650,000
Ratio to be applied to the stock in the conversion		20	20
Numbers of shares surrendered for no consideration	1,437,500

STOCKHOLDERS' DEFICIT - Warrant

STOCKHOLDERS' DEFICIT - Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Class of Warrant or Right [Line Items]
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	115%	115%
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption trigger price will be adjusted (per share)	$ 18	$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%	180%
Public Warrants
Class of Warrant or Right [Line Items]
Warrant exercise period condition one	30 days	30 days
Public Warrants expiration term	5 years	5 years
Threshold trading days for redemption of public warrants	20 days	20 days
Share Price	$ 9.2	$ 9.2
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60	60
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01	$ 0.01
Warrant redemption condition minimum share price	$ 18	$ 18
Redemption period	30 days	30 days

TAXES - Summary of Company's Ne

TAXES - Summary of Company's Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets, Net [Abstract]
Net operating losses	$ 0	$ 48,891
Start up costs	5,190,046	445,661
Total deferred tax assets	5,190,046	494,552
Valuation Allowance	(5,190,046)	(494,552)
Deferred tax asset, net of allowance	$ 0	$ 0

TAXES - Summary of Income Tax P

TAXES - Summary of Income Tax Provision (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Federal
Current								$ (3,078,967)	$ (409,769)
Deferred								0	0
State and local Current								(637,053)	(84,783)
Deferred								0	0
Change in valuation allowance								4,695,494	494,552
Income tax provision	$ (899,687)	$ (323,645)	$ (33,614)	$ 0	$ (33,614)	$ (2,687,493)	$ (357,259)	$ 979,475	$ 0

TAXES - Summary of Reconciliati

TAXES - Summary of Reconciliation of Federal Income Tax Rate (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income taxes	21%	21%	21%	21%	21%	21%
State tax, net of Federal benefit					4.35%	4.35%
Change in valuation allowance					(32.03%)	(25.35%)
Provision for income tax	8%	9%	16%	4%	(6.68%)	0%

TAXES - Summary of Reconcilia_2

TAXES - Summary of Reconciliation of Federal Income Tax Rate (Parenthetical) (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21%	21%	21%	21%	21%	21%

TAXES - Additional Information

TAXES - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Change in valuation allowance					$ 4,695,494	$ 494,552
Federal statutory income tax rate	21%	21%	21%	21%	21%	21%
Domestic And State Authority [Member]
Operating loss carry forwards					$ 0	$ 192,902

QUARTERLY FINANCIAL INFORMATI_3

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Balance Sheet (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 3,285,587			$ 989	$ 1,012	$ 2,969	$ 41,493	$ 327,731
Prepaid assets	0			168,350	227,768	240,972	240,972	240,972
Total Current Assets	3,285,587			169,339	228,780	243,941	282,465	568,703
Prepaid assets				0	0	46,214	105,632	165,051
Investments held in Trust Account	307,195,870			300,330,651	297,884,582	293,682,625	293,286,629	293,257,098
TOTAL ASSETS	310,481,457			300,499,990	298,113,362	293,972,780	293,674,726	293,990,852
Current liabilities
Accrued expenses	43,674,679			18,054,912	10,895,164	6,581,280	3,462,561	1,027,926
Note payable – Sponsor	2,875,000			2,875,000	2,875,000	0	0	0
Income taxes payable	3,666,968			979,475	357,259	33,614	0	0
Franchise tax payable	632,500			400,000	350,000	300,000	250,000	200,000
Working capital loans					581,700	451,700	300,000
Advances – related parties	34,585			525,835	410,278	143,514	82,544	22,394
Total Current Liabilities	53,755,765			23,460,922	15,469,401	710,108	4,095,105	1,250,320
Deferred underwriter fee payable	10,062,500			10,062,500	10,062,500	10,062,500	10,062,500	10,062,500
TOTAL LIABILITIES	63,818,265			33,523,422	25,531,901	17,572,608	14,157,605	11,312,820
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.001 par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($10.34, $10.20 and $10.20 per share)	306,128,902			298,951,176				293,250,000
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	0			0	0	0	0	0
Accumulated deficit	(59,466,556)			(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(10,572,814)
Total Stockholders' Deficit	(59,465,710)	$ (44,209,745)	$ (32,865,687)	(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(10,571,968)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	310,481,457			300,499,990	298,113,362	293,972,780	293,674,726	293,990,852
Common Class B [Member]
Stockholders' Deficit
Common Stock	719			719	719	719	719	719
Class A Common Stock Subject to Redemption
Current liabilities
Class A common stock subject to possible redemption, $0.001 par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($10.34, $10.20 and $10.20 per share)					297,177,323	293,349,011	293,250,000
Stockholders' Deficit
Common Stock				127				$ 127
Class A Common Stock Not Subject to Redemption
Stockholders' Deficit
Common Stock	$ 127			$ 127	$ 127	$ 127	$ 127

QUARTERLY FINANCIAL INFORMATI_4

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Balance Sheet (Parenthetical) (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 02, 2021
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0	0	0	0
Preferred stock, shares outstanding	0	0	0	0	0	0
Common Class A [Member]
Common shares, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Common shares, shares outstanding	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Temporary equity, shares outstanding	28,744,342	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Temporary equity, redemption price per share	$ 10.66	$ 10.4	$ 10.34	$ 10.2	$ 10.2	$ 10.2
Common Class B [Member]
Common shares, par value (per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000	10,000,000	10,000,000	10,000,000	10,000,000
Common shares, shares issued	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Common shares, shares outstanding	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Class A Common Stock Subject to Redemption
Temporary equity, par value (per share)	$ 0.0001	$ 0.0001	$ 0.001	$ 0.001	$ 0.001	$ 0.0001
Temporary equity, shares authorized	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000	200,000,000
Temporary equity, shares outstanding	28,715,597	28,744,342	28,750,000	28,750,000	28,750,000	28,750,000
Class A Common Stock Not Subject to Redemption
Common shares, shares issued	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Common shares, shares outstanding	1,277,234	1,277,234				1,277,234

QUARTERLY FINANCIAL INFORMATI_5

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Income Statement (Details) - USD ($)	3 Months Ended						6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs	$ 4,307,852			$ 2,115,260	$ 864,594	$ 397,734	$ 1,262,328	$ 7,899,200	$ 3,377,588	$ 8,716,023	$ 969,195
Legal investigations costs	11,581,241			2,656,763	2,564,737	2,742,708	5,307,445	20,639,030	7,964,208	10,004,519	789,183
Franchise tax expense	50,000			50,000	50,000	50,000	100,000	232,500	150,000	200,000	200,000
Loss from operation costs	15,939,093			4,822,023	(3,479,331)	3,190,442	(6,669,773)	28,770,730	11,491,796	18,920,542	1,958,378
Other income and expenses:
Interest earned on investments held in Trust Account	3,599,285			1,326,957	395,996	29,531	425,527	10,404,747	1,752,484	4,257,469	7,098
Loss before income taxes	(11,292,680)			(3,495,066)	(3,083,335)	(3,160,911)	(6,244,246)	(17,318,855)	(9,739,312)	(14,663,073)	(1,951,280)
Income tax expense	(899,687)			(323,645)	(33,614)	0	(33,614)	(2,687,493)	(357,259)	979,475	0
Net loss	$ (12,192,367)	$ (9,093,767)	$ 1,279,786	$ (3,818,711)	$ (3,116,949)	$ (3,160,911)	$ (6,277,860)	$ (20,006,348)	$ (10,096,571)	$ (15,642,548)	$ (1,951,280)
Class A Common Stock
Other income and expenses:
Weighted average shares outstanding, basic	30,000,330			30,027,234	30,027,234	30,027,234	30,027,234	30,019,049	30,027,234	30,026,769	9,404,134
Weighted average shares outstanding, diluted	30,000,330			30,027,234	30,027,234	30,027,234	30,027,234	30,019,049	30,027,234	30,026,769	9,404,134
Net income per common stock, basic	$ (0.33)			$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Net income per common stock, diluted	$ (0.33)			$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Class B Common Stock
Other income and expenses:
Weighted average shares outstanding, basic	7,187,500			7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Weighted average shares outstanding, diluted	7,187,500			7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Net income per common stock, basic	$ (0.33)			$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)
Net income per common stock, diluted	$ (0.33)			$ (0.1)	$ (0.08)	$ (0.08)	$ (0.17)	$ (0.54)	$ (0.27)	$ (0.42)	$ (0.12)

QUARTERLY FINANCIAL INFORMATI_6

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Equity Statement (Details) - USD ($)	3 Months Ended							6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Balance at the beginning	$ (44,209,745)	$ (32,865,687)	$ (31,974,608)	$ (24,595,862)	$ (16,948,839)	$ (13,732,879)	$ (10,571,968)	$ (10,571,968)	$ (31,974,608)	$ (10,571,968)	$ (10,571,968)
Remeasurement of Class A common stock to redemption value	(2,649,598)	(2,664,291)	(2,170,865)		(3,828,312)	(99,011)					(5,760,092)	$ (19,980,528)
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)	(20,006,348)	(10,096,571)	(15,642,548)	(1,951,280)
Balance at the end	(59,465,710)	(44,209,745)	(32,865,687)	(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)	(59,465,710)	(24,595,862)	(31,974,608)	(10,571,968)
As Restated [Member]
Balance at the beginning			(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(10,571,968)	(10,571,968)	(31,974,608)	(10,571,968)	(10,571,968)
Remeasurement of Class A common stock to redemption value				(1,832,769)	(953,312)	(99,011)		(99,011)
Contribution from sponsor					(2,875,000)
Net loss				(5,545,977)	(3,818,711)	(3,116,949)	(3,160,911)	(6,277,860)		(10,096,571)	(15,642,548)	(1,951,280)
Balance at the end				(31,974,608)	(24,595,862)	(16,948,839)	(13,732,879)	(16,948,839)		(24,595,862)	(31,974,608)	(10,571,968)
Additional Paid-in Capital
Balance at the beginning	0	0	0	0	0	0	0	0	0	0	0
Remeasurement of Class A common stock to redemption value												(12,796,508)
Balance at the end	0	0	0	0	0	0	0	0	0	0	0	0
Additional Paid-in Capital | As Restated [Member]
Balance at the beginning			0	0	0	0	0	0	0	0	0
Balance at the end				0	0	0	0	0		0	0	0
Accumulated Deficit
Balance at the beginning	(44,210,591)	(32,866,533)	(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(10,572,814)	(10,572,814)	(31,975,454)	(10,572,814)	(10,572,814)	0	[1],[2]
Remeasurement of Class A common stock to redemption value	(2,649,598)	(2,664,291)	(2,170,865)		(3,828,312)	(99,011)					(5,760,092)	(7,184,020)
Net loss	(12,192,367)	(9,093,767)	1,279,786		(3,818,711)	(3,116,949)	(3,160,911)				(15,642,548)	(1,951,280)
Balance at the end	(59,466,556)	(44,210,591)	(32,866,533)	(31,975,454)	(24,596,708)	(16,949,685)	(13,733,725)	(16,949,685)	(59,466,556)	(24,596,708)	(31,975,454)	(10,572,814)
Accumulated Deficit | As Restated [Member]
Balance at the beginning			(31,975,454)	(24,596,708)	(16,949,685)	(1,333,725)	(10,572,814)	(10,572,814)	(31,975,454)	(10,572,814)	(10,572,814)
Remeasurement of Class A common stock to redemption value				(1,832,769)	(953,312)	(99,011)
Contribution from sponsor					(2,875,000)
Net loss				(5,545,977)		(3,116,949)	(3,160,911)
Balance at the end				(31,975,454)	(24,596,708)	(16,949,685)	(1,333,725)	(16,949,685)		(24,596,708)	(31,975,454)	(10,572,814)
Class A Common Stock Not Subject to Redemption [Member] | Common Stock [Member]
Balance at the beginning	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	0	[1],[2]
Balance at the beginning (in shares)	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Balance at the end	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127
Balance at the end (in shares)	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Class A Common Stock Not Subject to Redemption [Member] | Common Stock [Member] | As Restated [Member]
Balance at the beginning			$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127	$ 127
Balance at the beginning (in shares)			1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234	1,277,234
Balance at the end				$ 127	$ 127	$ 127	$ 127	$ 127		$ 127	$ 127	$ 127
Balance at the end (in shares)				1,277,234	1,277,234	1,277,234	1,277,234	1,277,234		1,277,234	1,277,234	1,277,234
Common Class B [Member] | Common Stock [Member]
Balance at the beginning	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719
Balance at the beginning (in shares)	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Balance at the end	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719
Balance at the end (in shares)	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Common Class B [Member] | Common Stock [Member] | As Restated [Member]
Balance at the beginning			$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719	$ 719
Balance at the beginning (in shares)			7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500	7,187,500
Balance at the end				$ 719	$ 719	$ 719	$ 719	$ 719		$ 719	$ 719	$ 719
Balance at the end (in shares)				7,187,500	7,187,500	7,187,500	7,187,500	7,187,500		7,187,500	7,187,500	7,187,500
[1]On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8).[2]The shares and the associated amounts have been retroactively restated to reflect the three-for-one stock split on July 1, 2021.

QUARTERLY FINANCIAL INFORMATI_7

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Cash Flow Statement (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss				$ (3,160,911)		$ (20,006,348)	$ (10,096,571)	$ (15,642,548)	$ (1,951,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account	$ (3,599,285)	$ (1,326,957)	$ (395,996)	(29,531)	$ (425,527)	(10,404,747)	(1,752,484)	(4,257,469)	(7,098)
Increase (Decrease) in Operating Capital [Abstract]
Accrued expenses				2,434,635		28,307,260	10,224,497	17,026,986	1,027,926
Income taxes payable								979,475	0
Prepaid insurance				59,419		168,350	178,255	237,673	(406,023)
Franchise tax payable				50,000		232,500	150,000	200,000	200,000
Net cash used in operating activities				(646,388)		(1,702,985)	(1,296,303)	(1,455,883)	(1,136,475)
Cash flows from investing activities:
Investment of cash in Trust Account								(2,875,000)	(293,250,000)
Net cash used in investing activities						3,539,525		(2,816,084)	(293,250,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from working capital loan				300,000		1,746,333	581,700	500,835	0
Proceeds From Related Party Advances				60,150		(491,250)	387,884	625,700	22,394
Proceeds from Sponsor note						500,000	2,875,000	2,875,000	223,557
Net cash provided by financing activities				360,150		1,448,058	3,844,584	3,942,619	294,714,206
Net change in cash				(286,238)		3,284,598	(326,719)	(326,742)	327,731
Cash at beginning of period			41,493	327,731	327,731	989	327,731	327,731	0
Cash at end of period	$ 3,285,587	1,012		41,493		3,285,587	1,012	989	327,731
Non-cash investing and financing activities:
Remeasurement of Class A common stock				0		$ 7,484,754	3,927,323	5,760,092	0
As Restated [Member]
Cash flows from operating activities:
Net loss				(3,160,911)	(6,277,860)		(10,096,571)	(15,642,548)	(1,951,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account					(425,527)		(1,752,484)
Increase (Decrease) in Operating Capital [Abstract]
Accrued expenses				2,434,635	5,553,354		9,867,238	17,026,986	1,027,926
Income taxes payable					33,614		357,259
Prepaid insurance					118,837		178,255
Franchise tax payable					100,000		150,000
Net cash used in operating activities				(646,388)	(897,582)		(1,296,303)		(1,136,475)
Cash flows from investing activities:
Investment of cash in Trust Account							(2,875,000)
Net cash used in investing activities							(2,875,000)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from working capital loan					451,700		581,700
Proceeds From Related Party Advances				60,150	121,120		387,884	503,441	22,394
Proceeds from Sponsor note							2,875,000
Net cash provided by financing activities				360,150	572,820		3,844,584	3,945,225	294,714,206
Net change in cash					(324,762)		(326,719)
Cash at beginning of period		2,969		$ 327,731	327,731		327,731	$ 327,731
Cash at end of period		$ 1,012	$ 2,969		2,969		1,012		$ 327,731
Non-cash investing and financing activities:
Remeasurement of Class A common stock					$ 99,011		$ 328,312

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)								1 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Nov. 30, 2023 USD ($) $ / shares	Oct. 24, 2023 USD ($) shares	Sep. 08, 2023 USD ($) Times $ / shares shares	Jul. 20, 2023 USD ($)	Jun. 02, 2023 USD ($) $ / shares	Apr. 21, 2023 USD ($) $ / shares	Apr. 05, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares	Jun. 30, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($) $ / shares	Jun. 30, 2022 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Nov. 20, 2023 USD ($) $ / shares shares	Aug. 25, 2023
Subsequent Event [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party									$ 4,307,852	$ 2,115,260	$ 864,594	$ 397,734	$ 1,262,328	$ 7,899,200	$ 3,377,588	$ 8,716,023	$ 969,195
Settlement In Principle Amount				$ 18,000,000										2,300,000
Notes payable current								$ 2,875,000	2,875,000	2,875,000	0	0	0	2,875,000	2,875,000	2,875,000	0
Proceeds from related party debt												300,000		1,746,333	581,700	500,835	0
Advances Due To Related Parties Current								$ 34,585	$ 34,585	$ 410,278	$ 143,514	$ 82,544	$ 143,514	$ 34,585	$ 410,278	$ 525,835	$ 22,394
Digital World Convertible Notes [Member]
Subsequent Event [Line Items]
Debt instrument conversion price | $ / shares																		$ 10
Notes payable current																		$ 500,000
Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity, redemption price per share | $ / shares								$ 10.66	$ 10.66	$ 10.34	$ 10.2	$ 10.2	$ 10.2	$ 10.66	$ 10.34	$ 10.4	$ 10.2
Common Class A [Member] | Special Meeting Of Stockholders [Member]
Subsequent Event [Line Items]
Temporary equity stock shares subject to redemption | shares			28,745
Temporary equity, redemption price per share | $ / shares			$ 10.68
Temporary equity redemption value			$ 307,028
Administrative Support Agreement
Subsequent Event [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party									$ 0	$ 45,000				$ 45,000	$ 90,000	$ 180,000	$ 56,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Long-Term Debt, Gross						$ 1,125,700
Debt instrument interest rate					0%	0%
Debt Instrument, Payment Terms					repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective.	repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective
Debt instrument conversion price | $ / shares					$ 10	$ 10
Settlement In Principle Amount			$ 18,000,000
Investment Interest Rate																			4.50%
Amount withdrawn from the trust account to pay taxes								$ 2,400,000
Advances Due To Related Parties Current						$ 425,835
Subsequent Event [Member] | Digital World Convertible Notes [Member]
Subsequent Event [Line Items]
Debt instrument conversion price | $ / shares	$ 10
Debt instrument, periodic payment	$ 500,000
Subsequent Event [Member] | Special Meeting Of Stockholders [Member]
Subsequent Event [Line Items]
Number of times upto which the date of consummation of business combination shall be extended | Times			4
Number of months per extension in respect of the consummation of business combination			3 months
Aggregate number of months by which the last date for the consummation of business combination shall be extended			12 months
Extended date by which business combination shall be consummated earliest			Sep. 08, 2023
Extended date by which business combination shall be consummated latest			Sep. 08, 2024
Subsequent Event [Member] | Security Purchase Agreement [Member] | Pipe Investors [Member]
Subsequent Event [Line Items]
Common stock shares cancelled due to termination during the period | shares		191,500,000
Common stock shares cumulatively cancelled | shares		467,000,000																474,500,000
Common Stock, Value, Outstanding																		$ 525,500,000,000,000
Subsequent Event [Member] | Promissory Note One [Member]
Subsequent Event [Line Items]
Debt instrument face amount						625,700
Subsequent Event [Member] | Promissory Note Two [Member]
Subsequent Event [Line Items]
Debt instrument face amount						$ 500,000
Subsequent Event [Member] | Convertible Promissory Notes [Member]
Subsequent Event [Line Items]
Debt instrument face amount	$ 900,000
Debt instrument conversion price | $ / shares	$ 8
Subsequent Event [Member] | Common Class A [Member] | Special Meeting Of Stockholders [Member]
Subsequent Event [Line Items]
Temporary equity stock shares subject to redemption | shares			28,745
Temporary equity, redemption price per share | $ / shares			$ 10.24
Temporary equity redemption value			$ 294,349
Subsequent Event [Member] | Sponsor And Renatus [Member]
Subsequent Event [Line Items]
Notes payable current		$ 1,200,000
Subsequent Event [Member] | Administrative Support Agreement | Renatus LLC [Member]
Subsequent Event [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party							$ 15,000
Subsequent Event [Member] | Renatus [Member] | $2 Million Note [Member]
Subsequent Event [Line Items]
Debt instrument face amount					$ 2,000,000
Subsequent Event [Member] | Renatus [Member] | $10 Million Note [Member]
Subsequent Event [Line Items]
Debt instrument face amount					$ 10,000,000
Subsequent Event [Member] | Directors And Officers Liability [Member] | Directors And Officers [Member]
Subsequent Event [Line Items]
Proceeds from related party debt		$ 1,200,000