January 18 and February 9, 2024 on UAVs behalf (collectively, the Initial 2024 Letters). The February 20 and 21 emails stated that such counsel no longer
represents UAV in the potential disputes referenced within such letters. See The Business Combination Proposal (Proposal 1) Information About Digital World Legal Proceedings United Atlantic Ventures.
On February 16, 2024, TMTG received a letter from a counsel to UAV that did not author the Initial 2024 Letters (the
February 16 Letter). Additionally, prior to receipt of the February 16 Letter, neither Digital World nor TMTG had received correspondence from such counsel on UAVs behalf. Within the February 16
Letter, such counsel stated that UAV had the right to appoint two individuals to the TMTG board of directors, attempted to appoint two specific individuals as such directors and requested TMTG confirm by Tuesday, February 20 that it accepts
such appointments.
As previously disclosed, assertions made by UAV, and the potential claims arising therefrom, could lead
to substantial legal costs, distract management, and have adverse effects on the business operations and financial health of TMTG and/or the Combined Entity. See Potential claims and counterclaims related to TMTG may lead to legal
disputes, which could prevent or delay the completion of the Business Combination or, if the Business Combination is completed, significantly impact the Combined Entitys future performance, dilute existing and future investors, negatively
impact investor confidence and market perception and materially and adversely affect the Combined Entitys business, financial condition or results of operations.
The February 16 Letter also highlights the potential that, as Closing approaches, various parties, including parties who
may have political, economic or non-economic motivations, may seek to make opportunistic assertions or claims with respect to TMTG and/or Digital World, and may attempt to interfere with, substantially delay
or entirely prevent consummation of the Business Combination.
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2. |
The following disclosure is inserted in Risk Factors Risks Related to TMTG Risks Related
to our Chairman President Donald J. Trump Donald J. Trump is the subject of numerous legal proceedings, the scope and scale of which are unprecedented for a former President of the United States and current candidate for that office. An
adverse outcome in one or more of the ongoing legal proceedings in which President Trump is involved could negatively impact TMTG and its Truth Social platform on page 130, immediately at the end of the second paragraph that starts with
The suit alleged business fraud relating to misrepresentations in the preparation of President Trumps annual statements of financial condition in the years 2011 through 2021 on page 131. |
New York Supreme Court Justice Arthur Engoron, in a Decision and Order dated February 16, 2024, held President Trump and
defendants liable under the following five causes of action. Specifically, (i) for repeatedly and persistently falsifying business records, thus violating Executive Law § 63(12) and New York Penal Law 175.05; (ii) for conspiracy to falsify
business records; (iii) for repeatedly and persistently issuing false financial statements, thus violating Executive Law § 63(12) and New York Penal Law 175.45; (iv) for repeatedly and persistently committing insurance fraud in violation of
Executive Law § 63(12) and New York Penal Law 176.05; and (v) for conspiracy to commit insurance fraud. The court ordered President Trump and defendants to pay approximately $354,868,768 in aggregate disgorgement of ill-gotten gains, including
$168,040,168 with pre-judgment interest from March 4, 2019; $126,828,600, with pre-judgment interest from May 11, 2022, and $60,000,000, with pre-judgment interest from June 26, 2023. The court enjoined President Trump, among others, from serving as
an officer or director of any New York corporation or other legal entity in New York for a period of three years, and from applying for loans from any financial institution chartered by or registered with the New York Department of Financial
Services for a period of three years.
In its February 16, 2024 ruling, the court ordered Judge Barbara Jones (ret.) to
continue in her role as an Independent Monitor, tasked with overseeing the Trump Organizations financial disclosures to any third parties and any transfer or other dissipation of assets, for a period of no less than three years following the
ruling. In addition to the continued monitorship, the court also ordered that an Independent Director of Compliance be installed at the Trump Organization, who shall be responsible for ensuring good financial and accounting practices, shall
establish internal written protocols for financial reporting, and shall also approve any financial disclosures to third parties in advance of submission.
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3. |
The following disclosure is inserted in Background of the Business Combination Timeline of the
Business Combination Post-IPO Negotiations on page 197, after the second paragraph starting with On February 8, 2024, the parties entered into the Retention Bonus
Agreement. |
On February 16, 2024, TMTG received a letter from a counsel to UAV (the
February 16 Letter) that did not author the Initial 2024 Letters. Additionally, prior to receipt of the February 16 Letter, neither Digital World nor TMTG had received correspondence from such counsel on
UAVs behalf. Within the February 16 Letter, such counsel stated that UAV had the right to appoint two individuals to the TMTG board of directors, attempted to appoint two specific individuals as such directors and requested TMTG confirm
by Tuesday, February 20 that it accepts such appointments. See Risk Factors Risks Related to Digital World and the Business Combination We cannot assure you that the claims asserted against TMTG or Digital World are
without the financial and/or human capital resources of operatives representing the interests of political opponents of President Trump focused on thwarting the Business Combination to prevent President Trumps potential financial gain, which
focus could further delay, or prevent, the completion of the Business Combination, and We cannot assure you that the recent claims or future claims asserted against TMTG or Digital World will not further delay or prevent the completion
of the Business Combination.
On February 20, 2024 and February 21, 2024, Digital World and TMTG,
respectively, received email correspondence from counsel to UAV that sent the Initial 2024 Letters. The February 20 and 21 emails stated that such counsel no longer represents UAV in the potential disputes referenced within the Initial 2024
Letters.