false 0001849635 0001849635 2023-12-19 2023-12-19 0001849635 dwac:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneHalfOfOneWarrantMember 2023-12-19 2023-12-19 0001849635 us-gaap:CommonStockMember 2023-12-19 2023-12-19 0001849635 dwac:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceMember 2023-12-19 2023-12-19

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 19, 2023

 

 

Digital World Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40779   85-4293042

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3109 Grand Ave, #450

Miami, FL 33133

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (305) 735-1517

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant   DWACU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   DWAC   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   DWACW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On December 19, 2023, the Digital World Acquisition Corp., a Delaware corporation (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 29,992,831 shares of Class A common stock and 7,187,500 shares of Class B common stock were outstanding and entitled to vote on Proposals No. 1 and 3 (as described below). A total of 24,053,728 shares of Class A common stock and Class B common stock, or approximately 64.69% voting as a single class, were represented in person or by proxy for the purposes of voting on Proposals No. 1 and No. 3.

A total of 28,859,347 shares of Class A common stock were outstanding and entitled to vote for Proposal No. 2 (as described below). A total of 17,009,719 shares of Class A common stock or 58.94%, excluding the Company’s sponsor ARC Global Investments II LLC and the Company’s directors, officers and their affiliates, were represented in person or by proxy for the purposes of voting on Proposal No. 2. As such for Proposal No. 2 the quorum of the disinterested shareholders was 58.94%.

At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 17, 2023, as supplemented on December 5, 2023 and December 8, 2023.

Proposal No. 1: To re-elect the two (2) Class I directors of the Company’s board of directors to serve two-year terms until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.

 

Director Nominee

  

For

  

Votes Withheld

  

Broker Non-Vote

Edward Preble

   15,385,757   149,112   8,518,859

Jeffrey Smith

   15,388,069   146,800   8,518,859

Proposal No. 2: To consider and vote upon a proposal to approve the convertible note compensation program pursuant to which the Company will grant convertible promissory notes to certain officers, directors and affiliates of the Company.

 

For

  

Against

  

Abstain/Withheld

  

Broker Non-Votes

7,853,283

   408,945   228,632   8,518,859

Proposal No. 3: To ratify the appointment of Adeptus Partners, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

For

  

Against

  

Abstain/Withheld

  

Broker Non-Votes

23,901,624

   69,174   82,830   0

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: December 20, 2023     By:  

/s/ Eric Swider

    Name:   Eric Swider
    Title:   Chief Executive Officer
v3.23.4
Document and Entity Information
Dec. 19, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001849635
Document Type 8-K
Document Period End Date Dec. 19, 2023
Entity Registrant Name Digital World Acquisition Corp.
Entity Incorporation State Country Code DE
Entity File Number 001-40779
Entity Tax Identification Number 85-4293042
Entity Address, Address Line One 3109 Grand Ave
Entity Address, Address Line Two #450
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33133
City Area Code (305)
Local Phone Number 735-1517
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Class Common Stock And One Half Of One Warrant [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant
Trading Symbol DWACU
Security Exchange Name NASDAQ
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A common stock, par value $0.0001 per share
Trading Symbol DWAC
Security Exchange Name NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol DWACW
Security Exchange Name NASDAQ
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