United States securities and exchange commission logo
August 19, 2022
Patrick Orlando
Chairman and Chief Executive Officer
Digital World Acquisition Corp.
78 SW 7th Street
Miami, FL 33130
Re: Digital World
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed August 5,
2022
File No. 001-40779
Dear Mr. Orlando:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response. After
reviewing your response to these comments, we may have additional
comments.
Preliminary Proxy Statement on Schedule 14A
General
1. We note that the
closing of the PIPE is conditioned on the concurrent closing of the
Business Combination
and on the PIPE resale registration statement being declared
effective no later than
the closing of the Business Combination. Additionally, we note
that the securities
purchase agreements with the PIPE investors contemplates those
investors having the
ability to sell their securities as soon as the Business Combination is
completed. Generally,
securities issued in a private transaction may not be registered for
resale pursuant to Rule
415 until after the private placement is completed. Refer to
Question 134.01 of our
Securities Act Sections Compliance and Disclosure Interpretations
for guidance. Given
that the investors are not irrevocably bound to purchase the
securities, it appears
that the PIPE is unlikely to proceed in its current form. Please revise
to provide prominent
cautionary language and risk factor disclosure highlighting the risks
associated with the
parties needing to restructure the PIPE and the securities purchase
agreements, and the
consequences to the parties if the PIPE investors decline to proceed.
Patrick Orlando
Digital World Acquisition Corp.
August 19, 2022
Page 2
2. Revise to provide pagination for the proxy statement. Refer to Rule
14a-5(a).
Background
TMTG Business Combination
3. With a view toward revised disclosure, please tell us whether the
parties have amended or
made efforts to amend the Merger Agreement in light of the Extension
Amendment
Proposal.
4. Revise to provide a meaningful summary and discussion of the terms of
the PIPE
arrangements, including the unique features and the related risks to
stockholders that are
being asked to approve the Extension Amendment Proposal.
Risk Factors
There are no assurances that the Extension...
5. Please expand your disclosure to include a discussion of the
termination rights of Trump
Media & Technology Group Corp. and the PIPE investors. In this regard,
we note that
Section 8.1 of the merger agreement permits Trump Media & Technology
Group Corp. to
terminate the agreement after September 20, 2022 (or December 20, 2022
if the
purchaser exercises its right to extend the agreement) and Section 5.1
of the securities
purchase agreement permits the PIPE investors to terminate the
agreement
after September 20, 2022, in each case if the business combination has
not been
consummated by the respective date. Also, disclose that there can be
no assurance that
you will find an alternative target if you are unable to consummate
the business
combination with Trump Media & Technology Group Corp.
We may be deemed a "foreign person" under the regulations relating to CFIUS...
6. We note your disclosure that the Sponsor is not controlled by a non-U.S.
person and that,
to the best of the Company s knowledge, other than the members holding
an approximate
FirstName LastNamePatrick Orlando
17.2% minority interest in the Sponsor, the Sponsor does not have
substantial ties with
Comapany NameDigital
any non-U.S. WorldWith
persons. Acquisition Corp.
respect to the remaining 82.8% owned by
U.S. persons on a
Augustlook-through
19, 2022 Page basis,
2 tell us whether they have substantial ties with
non-U.S. persons.
FirstName LastName
Patrick Orlando
FirstName LastNamePatrick Orlando
Digital World Acquisition Corp.
Comapany
August 19, NameDigital
2022 World Acquisition Corp.
August
Page 3 19, 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jeffrey Kauten, Staff Attorney, at (202) 551-3447 or
Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology