https://www.sec.gov/Archives/edgar/data/1849635/000119312524075446/d828196d425.htm (emphasis added)
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Many factors could cause actual future events to differ materially from the forward-looking statements in this 8-K, including but not limited to:
(i) the risk that the Business Combination may not be completed in a timely manner, by Digital World’s Business Combination deadline or at all, which may adversely affect the price of Digital World’s securities,
(ii) the failure to satisfy the conditions to the consummation of the Business Combination,
(iii) the risk that certain ongoing or new disputes and disagreements with the sponsor or related to certain TMTG stockholders may be not resolved and delay or ultimately prevent the consummation of the Business Combination,
(iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination,
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement,
(vi) the failure to achieve the minimum amount of cash,
(vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions,
(viii) the effect of the announcement or pendency of the Business Combination on TMTG’s business relationships, operating results, and business generally,
(ix) risks that the Business Combination disrupts current plans and operations of Digital World,
(x) the outcome of any legal proceedings that may be instituted against TMTG or against Digital World related to the Merger Agreement or the Business Combination,
(xi) the risk of any investigations by the SEC or other regulatory authority relating to any future financing, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions,
(xii) Truth Social, TMTG’s initial product, and its ability to generate users and advertisers,
(xiii) changes in domestic and global general economic conditions,
(xiv) the risk that TMTG may not be able to execute its growth strategies,
(xv) risks related to the future pandemics and response and geopolitical developments,
(xvi) risk that TMTG may not be able to develop and maintain effective internal controls,
(xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions,
(xviii) Digital World’s ability to timely comply with Nasdaq’s rules and complete the Business Combination,
(xix) risks that Digital World or TMTG may elect not to proceed with the Business Combination, and
(xx) those factors discussed in Digital World’s filings with the SEC, including in the Registration Statement. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of the Registration Statement, the Proxy Statement and any related supplements, and in Digital World’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2022, as filed with the SEC on October 30, 2023 and January 9, 2024 and in other reports Digital World files with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Digital World (or to third parties making the forward-looking statements).
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About TMTG
The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.
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