UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed as Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Digital World Acquisition Corp., a Delaware corporation (the “Company”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2023 (the “Original Filing”). The Amendment is being filed solely to correct the Date of Report on the cover page of the Original Filing. Except as expressly set forth in this Amendment, no other changes have been made to the Original Filing.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Digital World Acquisition Corp., a Delaware corporation (the “Company”) issued promissory notes (the “Notes” and each a “Note”) to certain accredited investors (the “Holders”) for a total aggregate principal amount of up to $900,000, as set forth below:
| • | On November 6, 2023, the Company issued a Note in the aggregate principal amount of up to $50,000.00. |
| • | On November 10, 2023, the Company issued a Note in the aggregate principal amount of up to $300,000.00. |
| • | On November 14, 2023, the Company issued a Note in the aggregate principal amount of up to $250,000.00. |
| • | On November 19, 2023, the Company issued a Note in the aggregate principal amount of up to $300,000.00. |
The proceeds of the Notes will be used to pay costs and expenses in connection with completing an initial business combination (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 the Holder 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 eight dollars ($8.00), 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.
The foregoing description is qualified in its entirety by reference to the form of promissory note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
| 10.1 | Form of Promissory Note. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Digital World Acquisition Corp. | ||||||
| Dated: November 21, 2023 | By: | /s/ Eric Swider | ||||
| Name: | Eric Swider | |||||
| Title: | Chief Executive Officer | |||||