Trump Media & Technology (DJT) S-4/ARegistration of securities issued in business combination transactions (amended)

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 22, 2023

We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of DWAC Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Digital World Acquisition Corp., a Delaware corporation (“Digital World”), with and into Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), pursuant to an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”), by and among Digital World, Merger Sub, TMTG, ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the representative of the stockholders of Digital World, and TMTG’s General Counsel in his capacity as the representative of the stockholders of TMTG. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by Digital World’s and TMTG’s stockholders, and the Business Combination is subsequently completed, the Merger Sub will merge with and into TMTG with TMTG surviving the Merger as a wholly owned subsidiary of Digital World. Upon the consummation of the Business Combination, Digital World will change its name to “Trump Media & Technology Group Corp.” As used in this proxy statement/prospectus, “New Digital World” refers to Digital World after giving effect to the consummation of the Business Combination. In addition, upon the consummation of the Business Combination, (a) all of the issued and outstanding TMTG common stock of TMTG immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable appraisal rights under Delaware law or any shares of TMTG common stock issued upon the conversion of TMTG Convertible Notes immediately prior to the Effective Time pursuant to the terms of the Merger Agreement) will automatically be cancelled and will cease to exist, in exchange for the right to receive their pro rata portion of the Merger Consideration and the Earnout Shares, if any (each, as defined below), (b) all of the outstanding TMTG common stock that was issued upon the conversion of TMTG Convertible Notes immediately prior to the Effective Time pursuant to the terms of the Merger Agreement will automatically be cancelled and will cease to exist, in exchange for the right to receive shares of New Digital World Class A common stock upon the terms set forth in the Merger Agreement, (c) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by New Digital World and automatically converted into an option to acquire shares of New Digital World Class A common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG common stock into the Merger Consideration, and (d) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of New Digital World Class A common stock.

Digital World will hold a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Digital World Special Meeting, which will be held exclusively via a live audio webcast, on [●], 2024 at 10:00 a.m., Eastern Time, unless postponed or adjourned to a later date, Digital World will ask its stockholders to adopt the Merger Agreement and the related transactions, thereby approving the Business Combination, and to approve the other Proposals described in this proxy statement/prospectus. To participate in the virtual meeting, a Digital World stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a Digital World stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such Digital World stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such Digital World stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Digital World stockholder wishes to attend the special meeting of Digital World and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the Digital World special meeting will begin promptly at 10:00 a.m., Eastern Time. Digital World stockholders are encouraged to access the special meeting of Digital World prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

If you have any questions or need assistance with voting your Digital World common stock, please contact Alliance Advisors, Digital World’s proxy solicitor, by calling 877-728-4996 or by emailing dwac@allianceadvisors.com. This proxy statement/prospectus and the notice of the special meeting relating to the Business Combination will be available at www.proxyvote.com.

The accompanying proxy statement/prospectus provides stockholders of Digital World and TMTG with detailed information about the Business Combination and other matters to be considered at the special meeting of Digital World. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 62 of the accompany proxy statement/prospectus.

This proxy statement/prospectus is dated [●], 2024, and is first being mailed to stockholders of Digital World on or about [●], 2024.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Digital World Special Meeting”) of Digital World Acquisition Corp., a Delaware corporation (“Digital World”), will be held virtually at 10:00 a.m., Eastern Time, on [●], 2024. Details on how to participate are more fully described in this proxy statement/prospectus. At the Digital World Special Meeting, Digital World stockholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”).

Only holders of record of Digital World common stock at the close of business on [●], 2024 (the “Record Date”) are entitled to notice of the Digital World Special Meeting and to vote at the Digital World Special Meeting and any adjournments or postponements of the Digital World Special Meeting. A complete list of Digital World stockholders of record entitled to vote at the Digital World Special Meeting will be available for ten days before the Digital World Special Meeting at the principal executive offices of Digital World for inspection by stockholders during ordinary business hours for any purpose germane to the Digital World Special Meeting.

Pursuant to the Digital World Charter, Digital World is providing Digital World Public Stockholders with the opportunity to redeem, upon the Closing, shares of Digital World Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account of Digital World (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Digital World initial public offering (the “Digital World IPO”), including securities issued in connection with the underwriters’ over-allotment option after the Digital World IPO. As of the Record Date, based on funds in the Trust Account of $[●] as of such date, the pro rata portion of the funds available in the Trust Account for the Redemption of Public Shares of Digital World Class A common stock was approximately $[●] per share. Digital World Public Stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that Public Stockholders who hold shares of Digital World Class A common stock on or before [●], 2024 (two (2) business days before the Digital World Special Meeting) will be eligible to elect to have their shares of Digital World Class A common stock redeemed for cash in connection with the Digital World Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Digital World Special Meeting. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to more than 15% of the shares of Digital World common stock included in the Units of Digital World sold in the Digital World IPO (including over-allotment securities sold to Digital World’s underwriters after the Digital World IPO) without the prior consent of Digital World. Holders of Digital World’s outstanding Public Warrants and Units do not have Redemption Rights with respect to such securities in connection with the Business Combination. Holders of outstanding Digital World Units must separate the underlying shares of Digital World Class A common stock from the Public Warrants prior to exercising Redemption Rights with respect to the public Digital World Class A common stock. ARC Global Investments II LLC, the sponsor of Digital World (the “Sponsor”), Digital World’s then-officers

and directors, in connection with their appointment and for an aggregate of 47,500 Founder Shares, and certain other current officers and directors, in connection with their appointment, agreed to waive their Redemption Rights with respect to any shares of Digital World common stock they may hold in connection with the consummation of the Business Combination. In addition, the anchor investors of Digital World have agreed to waive their Redemption Rights with respect to any shares of Digital World Class B common stock held by them in connection with the consummation of the Business Combination; holders of Digital World representative shares have agreed to waive their Redemption Rights with respect to such shares in connection with the consummation of the Business Combination; and all such shares will be excluded from the pro rata calculation used to determine the per-share Redemption price. Our Sponsor owns more than a majority of the outstanding shares of Class B common stock. Currently, the Sponsor and our directors and officers beneficially own 14.8% of the issued and outstanding shares of Digital World common stock and anchor investors beneficially own an aggregate of 4.4% of the issued and outstanding shares of Digital World Class B common stock. The Sponsor and Digital World’s directors and officers have agreed to vote any shares of Digital World common stock owned by them in favor of the Business Combination, which would include the Business Combination Proposal and the other Proposals. The anchor investors of Digital World have also agreed to vote any shares of Digital World Class B common stock held by them in favor of the Business Combination.

The approval of the Charter Amendment Proposals requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the then issued and outstanding shares of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the then issued and outstanding shares of Class A common stock and Class B common stock, voting together as a single class.

The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the votes cast of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of votes cast of Class A common stock and Class B common stock, voting together as a single class, in each case entitled to vote thereon at the Digital World Special Meeting.

The approval of the Director Election Proposal requires a plurality vote of the shares of Digital World common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting.

While the Board approved the Business Combination, the Merger Agreement contemplates that during the pendency of the transaction TMTG will provide Digital World updated due diligence information regarding the financial condition of TMTG’s businesses and that following receipt and review of such due diligence information the Board could have, from October 31, 2023 through November 21, 2023, terminated the Merger Agreement if it no longer believed in good faith that the Business Combination was in the best interests of Digital World or its stockholders. In December 2023, Digital World concluded its renewed due diligence with respect to TMTG’s business plan. Digital World’s Board determined (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger Consideration and the Earnout Shares, are fair and in

the best interests of Digital World and (ii) to recommend that the Digital World stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement. In reaching its determination and in support of its decision that the Business Combination and the other transactions contemplated by the Merger Agreement, including the Merger Consideration and the Earnout Shares, are fair and in the best interests of Digital World and its stockholders, the Board considered, in part, a report of an independent third party valuation firm, as well as industry reports and trends, its own updated due diligence regarding TMTG’s brand, potential growth prospects and user base, and the performance of TMTG’s current management team.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, PRIOR TO 5:00 P.M., EASTERN TIME, ON [●], 2024 (TWO (2) BUSINESS DAYS BEFORE THE DIGITAL WORLD SPECIAL MEETING), TENDER YOUR SHARES PHYSICALLY OR ELECTRONICALLY AND SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER STOCKHOLDER WITH RESPECT TO SHARES OF COMMON STOCK. YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE DIGITAL WORLD SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT DIGITAL WORLD AND TMTG THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO STOCKHOLDERS OF DIGITAL WORLD UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT DIGITAL WORLD IN WRITING AT ERIC SWIDER, DIGITAL WORLD ACQUISITION CORP., 3109 GRAND AVE., #450, MIAMI, FLORIDA 33133 OR BY TELEPHONE AT (305) 735-1517. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN [●], 2024, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

This proxy statement/prospectus references the trademark and service mark applications of TMTG. Such applications include “Truth Social,” which was filed in the name of Trump Media & Technology Group Corp.; and “TMTG,” “TMTG+,” “POST A TRUTH,” “FOLLOW THE TRUTH” (word mark plus design), “RETRUTH,” “TRUTHSOCIAL,” “TRUTH SOCIAL” and “TRUTHPLUS,” which were filed in the name of T Media Tech LLC (TMTG’s wholly owned subsidiary that was acquired in October 2021). On February 14, 2023, a trademark for “Truth Social” in classes 21 and 25 was registered with the U.S. Patent and Trademark Office (“USPTO”) by T Media Tech LLC for use with mugs, cups and certain types of clothing. Trademark applications for “Truth Social” in classes 9 and 42; for “RETRUTH” in classes 9, 35, 38, 41, 42, and 45; for “TRUTHSOCIAL” in classes 9, 35, 38, 41, 42, and 45;

“anchor investors” are to (i) accounts or funds managed by Radcliffe Capital Management, L.P., (ii) Meteora Capital Partners, LP (an affiliate of Glazer Capital LLC), (iii) Castle Creek Strategies (and sub-funds associated with Castle Creek), (iv) The K2 Principal Fund L.P., (v) Context Partners Master Fund LP, (vi) Boothbay Absolute Return Strategies, LP (or its affiliate Boothbay Diversified Alpha Master Fund LP, commonly controlled by Boothbay Fund Management LLC), (vii) investment funds and accounts managed by Shaolin Capital Management, LLC, (viii) Hudson Bay Master Fund Ltd. and/or its affiliates, (ix) Saba Capital Master Fund, Ltd., Saba Capital Master Fund II, Ltd., Saba Capital Master Fund III, LP and Saba Capital SPAC Opportunities, Ltd., and/or its affiliates, (x) D. E. Shaw Valence Portfolios, L.L.C and (xi) Yakira Capital Management, Inc. (none of which are affiliated with any member of Digital World management, our sponsor or any other anchor investor), each of which entered into an investment agreement pursuant to which it expressed an interest to purchase up to 8.3% of the Public Units sold in the Digital World IPO.

“Board” or “Digital World Board” means (i) prior to the consummation of the Business Combination, the board of directors of Digital World and (ii) at and following the Closing, the board of directors of the Combined Entity.

“Digital World common stock” means any of the Class A common stock and the Class B common stock of Digital World.

“Digital World Convertible Notes” means up to $40,000,000 in non-interest bearing convertible promissory notes payable upon the stockholders’ approval of the Business Combination and, if applicable, the PIPE Investors’ approval, in either (i) Working Capital Units or (ii) cash or Working Capital Units, at the election of the holder. Up to $30,000,000 of such convertible promissory notes may be issued to the Sponsor or its affiliates or Digital World’s officers or directors in connection with any loans made by them to Digital World prior to Closing. Up to $10,000,000 of such convertible promissory notes may be issued to either third parties providing services or making loans to Digital World or to the Sponsor or its affiliates or Digital World’s officers or directors in connection with any loans made by them to Digital World prior to Closing.

“Digital World Special Meeting” means the special meeting of the stockholders of Digital World, to be held virtually at 10:00 a.m., Eastern Time, on [●], 2024.

“Merger” means the merger of Merger Sub with and into TMTG, with TMTG continuing as the surviving corporation and as a wholly owned subsidiary of Digital World, in accordance with the terms of the Merger Agreement.

“Merger Sub” means DWAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Digital World.

“PIPE Investment” means that certain private placement, if any, to be consummated concurrently with the Business Combination, pursuant to certain securities purchase agreements (the “SPAs”) with certain institutional investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase shares of Digital World’s Series A Convertible Preferred Stock (the “Preferred Stock”) for a purchase price of $1,000 per share (the “PIPE”). As of the date of this proxy statement/prospectus, the remaining PIPE Investment is $[●], which would correspond to the issuance of an aggregate of [●] shares of Preferred Stock and which shares would be initially convertible into [●] shares of New Digital World Class A common stock, subject to upward adjustment as described herein; provided however that as of the date of this proxy statement/prospectus, based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022, the Initial Registration Statement cannot be declared effective prior to closing. As such, Digital World believes that, unless waived by both the PIPE Investors and Digital World, the parties will not be able to satisfy the closing conditions in the SPAs in respect of the concurrent filing and effectiveness of an initial resale registration statement on or before the Closing. Furthermore, pursuant to the Second Amendment to the Agreement, Digital World expects to continue to seek the termination of or significantly reduce such commitments. As a result, unless otherwise specified or the context otherwise requires, the information in this proxy statement/prospectus, assumes the PIPE is not consummated.

“Public Units” means units issued in the Digital World IPO, including any over-allotment securities acquired by Digital World’s underwriters, consisting of one Public Share and one-half of one Public Warrant.

“TMTG Convertible Securities” means, collectively, any TMTG Options, TMTG RSUs, warrants or rights to subscribe for or purchase any capital stock of TMTG or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of TMTG.

“TMTG RSUs” means all outstanding restricted stock units with respect to shares of TMTG common stock, whether or not vested, immediately prior to the Effective Time under the TMTG 2022 Plan or otherwise.

“TMTG securities” means any of the TMTG common stock and any TMTG Convertible Securities.

“TMTG stockholders” means, collectively, the holders of TMTG common stock, each a “TMTG stockholder” (other than, and to the extent that, such TMTG common stock was received as a result of the conversion of the TMTG Convertible Notes).

“Trust Account” means the trust account of Digital World, which holds the net proceeds of (i) the Digital World IPO, including from over-allotment securities sold by Digital World’s underwriters, (ii) the sale of the Placement Units and (iii) the additional funds deposited by the Sponsor to the Trust Account to extend the period of time to consummate an initial business combination, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to Redemptions.

“Units” means any of the Public Units, Placement Units, and the Working Capital Units.

“Working Capital Units” means any units issuable pursuant to the Digital World Convertible Notes. Each unit consists of one share of Digital World Class A common stock and one-half Warrant. Each issuable pursuant to the Digital World Convertible Notes, subject to the terms and conditions of each applicable note, shall not have a price lower than $8.00 per unit.

In addition to the approval of the Proposals at the Digital World Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the Closing is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Conditions to the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing upon agreement of TMTG and Digital World, or by TMTG or Digital World acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Termination.”

Pursuant to the Digital World Charter, in connection with the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with the Digital World Charter. As of [●], 2024, the pro rata portion of the funds available in the Trust Account for the Public Shares was approximately $[●] per share. If a holder exercises its Redemption Rights in connection with the Business Combination, then such holder will be exchanging its Class A common stock for cash and will only have equity interests in the Combined Entity pursuant to its right to exercise its

Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the Digital World Special Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the Digital World Special Meeting. See the section titled “The Digital World Special Meeting — Redemption Rights.”

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are approved at the Digital World Special Meeting. In addition, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are conditioned on the approval of the Business Combination Proposal (and each such Proposal is cross-conditioned on the approval of all Required Proposals). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The Combined Entity’s Board will increase to seven members upon the Closing. In accordance with the Amended Charter to be filed immediately after the Closing, the Board will be divided into three classes, with each director to serve for a three-year term, except for the initial terms after the Closing. At each annual meeting of stockholders of the Combined Entity, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. See the Charter Amendment Proposals below for more information.

Digital World stockholders will be asked to approve and adopt, subject to and conditioned on (but with immediate effect therefrom) approval of each of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal and the consummation of the Business Combination, a second amendment and restatement of the Digital World Charter, as set out in the Amended Charter appended to this proxy statement/prospectus as Annex B, for the following amendments (collectively, the “Charter Amendment Proposals”):

To consider and vote upon a proposal to elect seven (7) directors to serve on the Combined Entity’s Board, each effective from the consummation of the Business Combination and for a term as set forth under the proposed Amended Charter or until such director’s earlier death, resignation, retirement or removal (Proposal 8).

A summary of the Equity Incentive Plan is set forth in the “The Incentive Plan Proposal (Proposal 9)” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex C. You are encouraged to read the Equity Incentive Plan in its entirety.

To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, (a) the issuance of up to 127,500,000 newly issued shares of New Digital World Class A common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) the issuance, if any, of up to [●] shares of Digital World Class A common stock in connection with the PIPE Investment, subject to adjustment as described in more detail in the accompanying proxy statement/prospectus, (c) the issuance of up to 7,500,000 shares of Digital World Class A common stock underlying Working Capital Units issuable upon conversion of any Digital World Convertible Notes that may be issued to Digital World’s sponsor or its affiliates, and (d) the issuance of up to 8,281,734 shares of New Digital World Class A common stock issuable upon conversion of outstanding TMTG Convertible Notes immediately prior to the Effective Time in connection with the Closing. See “Risk Factors — Risks Related to Ownership of New Digital World Class A common stock — Nasdaq may delist New Digital World’s securities from trading on its exchange, which could limit investors’ ability to make transactions in New Digital World’s securities and subject New Digital World to additional trading restrictions.”

As of the date of this proxy statement/prospectus, based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022, the initial resale registration statement for all of the shares of common stock issuable upon conversion of the Preferred Stock to be issued in the PIPE cannot be declared effective prior to Closing. As such, Digital World believes that, unless waived by both the PIPE Investors and Digital World, the parties will not be able to satisfy certain closing conditions in the SPAs. Furthermore, pursuant to the Merger Agreement, Digital World expects to continue to seek the termination of or significantly reduce such commitments. As a result, the information in this proxy statement/prospectus, including the unaudited pro forma condensed combined financial information, assumes the PIPE is not consummated. Accordingly, the foregoing ownership percentages with respect to the Combined Entity following the Business Combination exclude any outstanding Warrants and assume that (i) there are no Redemptions of any shares by Digital World’s Public Stockholders in connection with the Business Combination, (ii) the PIPE is not consummated, (iii) no awards are issued under the Equity Incentive Plan and (iv) no Working Capital Units are issued. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Digital World’s existing stockholders in the Combined Entity will be different.

upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Stockholders. The percentage of the total number of outstanding shares of New Digital World common stock that will be owned by Digital World’s Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request Redemption in connection with the Business Combination and the number of shares of common stock issued upon conversion of the Preferred Stock (if any). The following table illustrates varying beneficial ownership levels in the Combined Entity, as well as possible sources and extent of dilution for non-redeeming Public Stockholders, excluding the conversion of the shares of Preferred Stock and assuming no Redemptions by Public Stockholders, 33.3%

Redemption by Public Stockholders, 50% Redemption by Public Stockholders, and the maximum (63%) Redemptions by Public Stockholders:

However, the SPAs provided PIPE Investors the right to terminate the PIPE at any time after September 20, 2022 if the Business Combination had not been consummated by such date. As a result, Digital World has received termination notices from certain PIPE Investors, and as of the date of this proxy statement/prospectus, the remaining PIPE Investment is $[●], which would correspond to the issuance of an aggregate [●] shares of Preferred Stock and which shares would be initially convertible into [●] shares of Class A common stock. However, as of the date of this proxy statement/prospectus, based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022, the Initial Registration Statement cannot be declared effective prior to the Closing. As such, we believe that, unless waived by both the PIPE Investors and Digital World, the parties will not be able to satisfy the closing conditions in the SPAs in respect of the concurrent filing and effectiveness of an Initial Registration Statement on or before the Closing. Furthermore, pursuant to the Second Amendment to the Agreement, we expect to continue to seek the

termination of or significantly reduce such commitments and, as a result, the information in this proxy statement/prospectus, assumes the PIPE will not be consummated. Accordingly, to the extent that the PIPE is not consummated due to the inability to amend its terms, it is possible that we may not satisfy (i) the $60,000,000 minimum liquidity condition under the Merger Agreement if Redemptions exceed 63%, unless such condition is waived by TMTG, or (ii) the $5,000,001 minimum net tangible assets condition immediately prior to or upon consummation of the Business Combination, either of which may hinder our ability to consummate the Business Combination and maintain our Nasdaq listing. There is no assurance that the PIPE will be waived by the remaining PIPE Investors, terminated or renegotiated on terms acceptable to Digital World, TMTG or the SEC, if at all, or that we will be able to secure an alternative financing transaction to support the Business Combination if TMTG does not waive the $60,000,000 requirement and Redemptions by Digital World stockholders exceed 63%.

The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the votes cast of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the votes cast of Class A common stock and Class B common stock, voting together as a single class, in each case entitled to vote thereon at the Digital World Special Meeting.

The approval of the Director Election Proposal requires a plurality vote of the shares of Digital World common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting.

The approval of the Director Election Proposal requires a plurality vote of the shares of Digital World common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. A Digital World stockholder’s failure to vote by proxy or to vote in person at the Digital World Special Meeting will have no effect on the Director Election Proposal. You may vote “FOR” or “WITHHOLD” authority to vote for each of the director nominees with respect to the Director Election Proposal. “WITHHOLD” votes will be counted towards the number of shares of Digital World common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Director Election Proposal.

The approval of the Business Combination Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the votes cast of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the votes cast of Class A common stock and Class B common stock, voting together as a single class, in each case entitled to vote thereon at the Digital World Special Meeting. As each Proposal is cross-conditioned on the approval of all Required Proposals, the approval of the Business Combination Proposal is also conditioned on the approval of the Charter Amendment Proposals. The approval of the Charter Amendment Proposals requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the then issued and outstanding shares of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the then issued and outstanding shares of Class A common stock and Class B common stock, voting together as a single class. In connection with clause (ii) in the preceding sentence, the affirmative vote of approximately 55.3% of the unaffiliated issued and outstanding shares of Class A common stock, along with the affirmative vote of all of the issued and outstanding shares of Class A common stock and Class B common stock held by the Sponsor, certain of our current and former directors, officers and the anchor investors, is required to approve the Charter Amendment Proposals.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of TMTG’s Directors and Officers in the Business Combination” and “Executive and Director Compensation of TMTG” of this proxy statement/prospectus for a further discussion of these and other interests.

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for Redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other stockholder with respect to shares of Class A common stock. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “15% threshold,” without the prior consent of Digital World. Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Stockholder or group will not be redeemed for cash.

If you hold Public Units registered in your own name, you must deliver the certificate for such Public Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Public Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption Rights upon the separation of the Public Shares from the Public Units. See “Questions and Answers — How do I exercise my Redemption Rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1).”

Stockholders who choose to participate in the Digital World Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.proxyvote.com. You will need the control number that is printed on your proxy card to enter the Digital World Special Meeting. Digital World recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Digital World Special Meeting starts.

You may also contact our proxy solicitor, Alliance Advisor, at 877-728-4996 or by email at dwac@allianceadvisors.com.

To obtain timely delivery, Digital World stockholders must request the materials no later than [●], 2024.

If you intend to seek Redemption of your Public Shares, you will need to send a letter demanding Redemption and deliver your shares (either physically or electronically) to Digital World’s transfer agent prior to the Digital World Special Meeting in accordance with the procedures detailed under the question “How do I exercise my Redemption Rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Unless otherwise indicated or the context otherwise requires, references in this Summary of the proxy statement/prospectus to the “Combined Entity” or “New Digital World” refer to Digital World and its consolidated subsidiaries after giving effect to the Business Combination, including TMTG and its subsidiaries. References to the “Company” or “Digital World” refer to Digital World Acquisition Corp. and references to “TMTG” refer to Trump Media & Technology Group Corp., in each case, prior to the consummation of the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of Redemption Rights by the Company’s Public Stockholders, do not include any shares of Digital World common stock issuable upon the exercise of the Warrants, and assume the PIPE is not consummated.

On September 8, 2021, Digital World consummated its IPO of 28,750,000 Units, which included 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option, with each Unit consisting of one share of Class A common stock and one-half of one redeemable Warrant, with each Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Digital World of $287,500,000. Simultaneously with the closing of the IPO, Digital World completed the private sale of an aggregate of 1,133,484 Placement Units to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds of $11,334,840. A total of $293,250,000, comprised of $283,906,250 of the proceeds from the Digital World IPO (which amount includes $10,062,500 of the underwriter’s deferred discount) and $9,343,750 of the proceeds of the sale of the Placement Units, was placed in the Trust Account. Digital World’s IPO was conducted pursuant to a registration statement on Form S-1 (Registration No. 333- 256472) that became effective on September 2, 2021. Digital World Class A common stock, Units and Warrants are currently listed on Nasdaq under the symbols “DWAC,” “DWACU” and “DWACW,” respectively. The mailing address of Digital World’s principal executive offices is 3109 Grand Ave., #450, Miami, Florida 33133, and its telephone number at such address is (305) 735-1517.

Merger Sub is a wholly owned subsidiary of Digital World, incorporated in Delaware on October 18, 2021 solely for the purpose of consummating the Business Combination. Merger Sub owns no material assets and does not operate any business.

In the Business Combination, Merger Sub will merge with and into TMTG with TMTG surviving the Merger. As a result, Merger Sub will cease to exist, and TMTG will become a wholly owned subsidiary of Digital World.

TMTG, a Delaware corporation, aspires to build a media and technology powerhouse to rival the liberal media consortium and promote free expression. TMTG was founded to fight back against the big tech companies—Meta (Facebook, Instagram and Threads), X (formerly Twitter), Netflix, Alphabet (Google), Amazon and others—that may curtail debate in America and censor voices that contradict their woke ideology. As confirmed by the “Twitter Files” exposés, X has long suppressed conservative speech (including at the behest of U.S. government officials) through various means, including “shadow banning”—a surreptitious process in which users may not even know their posts are being hidden from other users. The company also outright banned conservative users such as TMTG’s Chairman, former U.S. President Donald J. Trump, who was banned for one year and ten months—even while it continued to allow the Taliban to freely post their views to the world.

In July 2023, a federal district court judge determined that Biden White House personnel likely colluded with big tech companies to violate Americans’ First Amendment rights. The opinion expressed that “targeted suppression of conservative ideas is a perfect example of viewpoint discrimination of political speech.” Big tech companies’ transformation into the arbiters of public speech and organs of state-sponsored censorship contradicts American values. Their suppression of dissident speech constitutes the most serious threat today to a free and democratic debate. Thus, TMTG aims to safeguard public debate and open dialogue, and to provide a platform for all users to freely express themselves.

TMTG’s first product, Truth Social, is a social media platform aiming to disrupt big tech’s control on free speech by opening up the Internet and giving the American people their voices back. It is a public, real-time platform where any user can create content, follow other users and engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints. TMTG does not restrict whom a user can follow, which greatly enhances the breadth and depth of available content. Additionally, users can be followed by other users without requiring a reciprocal relationship, enhancing the ability of TMTG users to reach a broad audience.

Truth Social was generally made available in the first quarter of 2022. The company prides itself on operating its platform, to the best of its ability, without relying on big tech companies. Partnering with pro-free-speech alternative technology firms, TMTG fully launched Truth Social for iOS in April 2022. TMTG debuted the Truth Social web application in May 2022, and the Truth Social Android App became available in the Samsung Galaxy and Google Play stores in October 2022. TMTG introduced direct messaging to all versions of Truth Social in 2022, released a “Groups” feature for users in May 2023 and announced the general availability of Truth Social internationally in June 2023. Since its launch, Truth Social has experienced substantial growth, from zero to approximately [●] million signups for Truth Social via iOS, Android and the web as of the date of this proxy solicitation/prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation of TMTG — Key Operating Metrics” and “Risk Factors — Risk Factors Related to TMTG — TMTG does not currently, and may never, collect, monitor or report certain key operating metrics used by companies in similar industries.”

Digital World and TMTG have agreed to the Business Combination under the terms of the Merger Agreement and Plan of Merger. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, Merger Sub will merge with and into TMTG, with TMTG continuing as the surviving entity and becoming a wholly owned subsidiary of Digital World. For more detailed information, see the section titled “The Business Combination Proposal (Proposal 1)” and the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

At the Closing, shares of New Digital World Class A common stock equal to the quotient obtained by dividing (i) three percent (3%) of the initial Merger Consideration (meaning $875,000,000) (as determined as of the Closing) (the “Escrow Amount”) by (ii) the share price of New Digital World Class A common stock (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) otherwise issuable to the TMTG stockholders (allocated pro rata among the TMTG stockholders based on the Merger Consideration otherwise issuable to them at the Closing) will be deposited into a segregated escrow account with Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to Digital World and TMTG), as escrow agent, and held in escrow together with any dividends, distributions or other income on the Escrow Shares (the “Escrow Property”) in accordance with an escrow agreement to be entered into in connection with the Business Combination (the “Escrow Agreement”). The Escrow Property will be held in the escrow account for a period of twelve (12) months after the Closing as the sole and exclusive source of payment for any post-Closing purchase price adjustments and indemnification claims (other than fraud claims). The TMTG stockholders will have the right to vote the Escrow Shares while they are held in escrow.

The Merger Agreement is subject to customary conditions to the Closing. The Closing is also subject to the following additional conditions (amongst others): (i) the approval of the Merger Agreement and the Business Combination by the requisite vote of Digital World’s stockholders and TMTG’s stockholders, (ii) Digital World having at least $5,000,001 in net tangible assets, after giving effect to the completion of its Redemption of Public Stockholders who redeem their shares in connection with the Business Combination, (iii) the election or appointment of members to the Combined Entity’s Board immediately after the Closing in accordance with the Merger Agreement, (iv) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (v) the conditional approval of the Combined Entity’s initial listing application with Nasdaq with respect to the common stock to be issued pursuant to the Business Combination, and (vi) Digital World having cash and cash equivalents of at least equal to $60,000,000, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment.

Pursuant to the Merger Agreement, upon the Closing, Merger Sub, a wholly owned subsidiary of Digital World, will be merged with and into TMTG, with TMTG continuing as the surviving entity of the Merger and becoming a wholly owned subsidiary of Digital World. See “The Business Combination Proposal (Proposal 1) — The Merger Agreement — General Description of the Merger Agreement” and “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Merger Consideration.”

Closing Digital World board of directors and executive officers, (xv) payment of extension expenses, (xvi) reasonable best efforts to obtain a waiver from President Trump of his right to terminate the License Agreement (the “License Agreement Waiver”), (xvii) provision of updated diligence materials, (xviii) efforts to reduce or eliminate the PIPE and (xix) modification of certain registration rights agreements by each party. There are also certain customary post-Closing covenants regarding (i) maintenance of books and records, (ii) indemnification of directors and officers and (iii) use of Trust Account proceeds.

Pursuant to the Merger Agreement, Digital World agreed to file a Registration Statement on Form S-4 with respect to the issuance of the shares of New Digital World Class A common stock to be issued as consideration to the TMTG equity holders in the Business Combination, which will contain a proxy statement/prospectus for a special meeting of Digital World’s stockholders to consider the Merger Agreement and the related transactions and matters, including the Required Proposals described herein.

In December 2023, Digital World concluded its renewed due diligence with respect to TMTG’s business plan. As such, on November 21, 2023, both Digital World and TMTG communicated that they would continue to cooperate with each other regarding updated due diligence and that should the merger not be completed by

December 31, 2023, neither party intended to assert a breach or violation by the other party or its affiliates of any representation, warranty, covenant or obligation under the Merger Agreement as a basis for contesting or opposing such other party’s exercise of its right to terminate the Merger Agreement pursuant to Section 8.1(b) thereof, based on the information known as of such date.

When you consider the recommendation of the Digital World Board in favor of approval of the Business Combination Proposal and the other Proposals, you should keep in mind that the directors and executive officers of Digital World and of TMTG have interests in the Business Combination and other Proposals that may be different from, or in addition to, those of Digital World stockholders generally. These interests include, among other things, the fact that certain of TMTG’s directors and officers will become directors and officers of the Combined Entity, and certain of Digital World’s directors and officers will become directors of the Combined Entity, upon the consummation of the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Interests of TMTG’s Directors and Officers in the Business Combination” and “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Interests of Digital World’s Directors and Officers in the Business Combination” of this proxy statement/prospectus for a further discussion of this and other risks.

The Combined Entity’s Board will consist of seven (7) members upon the Closing. In accordance with the Amended Charter to be filed immediately after the Closing, the Board will be divided into three classes, Classes I, II and III, each to serve a three-year term, except for the initial term after the Closing, for which the Class I directors will be up for reelection at the first annual meeting of stockholders occurring after the Closing, for which the Class II directors will be up for reelection at the second annual meeting of stockholders occurring after the Closing and for which the Class III directors will be up for reelection at the third annual meeting of the stock

It is expected that that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Combined Entity’s Board into three classes with staggered three-year terms may delay or prevent a change of the Combined Entity’s management or a change in control.

The Digital World Board, in evaluating the Business Combination, consulted with Digital World’s management and its financial and legal advisors. In reaching its initial unanimous resolution (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger Consideration and the Earnout Shares, are fair and in the best interests of Digital World and (ii) to recommend that the Digital World stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement, the Digital World Board considered a range of factors, including, but not limited to, the factors discussed below.

quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Digital World Board viewed its decision as being based on any and all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Digital World’s reasons for the Business Combination and all other information presented in this section may be forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.” Many factors were considered by Digital World, and the factors outlined herein may or may not have been considered by any particular directors, member of management, or advisor of Digital World. Notwithstanding whether any of these factors were considered by any individual board member, the Board voted unanimously to enter into the original Merger Agreement.

The officers and directors of Digital World have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and sector expertise of Digital World’s advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

• Brand and Growth Prospects. Analytical data suggests that the consumer base is receptive to seeking alternative media sources, especially those differentiated from the current market offerings. Surveys have shown potential for a large adoption of media platforms associated with President Trump as legacy social media companies are seen to censor political speech. As the U.S. population continues to “cut the cord” that tethers devices to traditional cable and media companies, content and content distribution is becoming the key driving force behind capturing and retaining customers. After decades of growth and consolidation in the media and technology sectors, the users, creators and consumers of content can often feel there are fewer and fewer differentiated choices when looking at platforms they can choose to consume, create and distribute selected content and TMTG may successfully offer a differentiated choice.

The Digital World Board believes that TMTG, if properly capitalized, is very well positioned to grow a user base at an accelerated pace. In 2004 when Facebook launched, it obtained an estimated 1 million users within the first year. It then took an estimated three years to break through the 10 million user mark. Based on such historical growth of Facebook, the unique figurehead and marketing proposition of TMTG’s platform in the existing social and political climate and the receipt of proceeds upon the consummation of the Business Combination, the board of Digital World Acquisition Corporation believes that the management of TMTG is positioned to exceed this initial growth trajectory. See “Unaudited Pro Forma Condensed Financial Information” regarding the capitalization scenarios, which are contingent of the redemption rate.

and attention. The Board believed that as TMTG management sought to broaden TMTG’s brand appeal, this could materially widen the field of potential customers and users the media platform can attract;

• Financial Information and Comparable Company Analysis. The Digital World Board also considered factors related to TMTG’s financial outlook. In connection with Digital World’s initial review of the Business Combination, TMTG provided Digital World’s management with its internal financial analysis model. Although Digital World’s Board received TMTG’s financial model and considered it as a material factor in its decision to enter into the original Merger Agreement and the transactions contemplated thereby, its reliance on such financial model was limited due to the Digital World Board’s view that evaluating real world growth and financial projections related to a rapid growth company in a competitive industry can be challenging. The Board recognized that a properly capitalized technology company in the media and technology space should instead have a primary focus of user acquisition during its initial growth stages. This may initially hamper earnings and even topline revenues. However, the Board believes that if management of TMTG is successful in the user acquisition phase, this will ultimately drive the key performance indicators that are directly correlated to cash flow and income statements.

An additional financial consideration was management’s ability to attract sufficient pre-revenue capital investment to fuel user acquisition efforts. As of the October 2021 execution of the Merger Agreement, TMTG had already raised over $5 million in its first months of inception. The Digital World Board reviewed TMTG’s current prospects for user acquisition in its business plan. In reviewing these factors, the Digital World Board noted that TMTG’s brand recognition and President Trump’s strong social media following could well position the company to gain market share and expand its user base at an accelerated pace, allowing for a more rapid transition of focus to revenue expansion that benefits long-term EBITDA margin.

Digital World’s management, in consultation with EF Hutton, division of Benchmark Investments, LLC and representative to the underwriters in Digital World’s IPO (“EF Hutton”), acting solely in its capacity as placement agent to Digital World in connection with the PIPE, reviewed certain financial and operating information of certain publicly traded companies (the “Trading Comparables”), particularly, similar social media, content production and distribution, and media companies around the world. The selected companies included a group of companies operating in various global markets, including, among others, Twitter (now known as X), Facebook (now known as Meta), Netflix and Snapchat. None of the Trading Comparables has characteristics identical to TMTG. The Trading Comparables were selected because of their similarities to the potential offerings to be provided by TMTG.

At the time of evaluation, the median enterprise value of the available Trading Comparables surpassed $324 billion. Specifically, the enterprise value of Twitter (now known as X), the closest competitor to TMTG’s initial product, Truth Social, was $41 billion. Therefore, at such time, Digital World’s management concluded that an initial valuation of $875 million, with the potential for an additional earnout of $825 million, was a reasonable assessment for TMTG’s enterprise valuation in the Business Combination transaction. This analysis of Trading Comparables considered both the anticipated TMTG+ product and the launch of Truth Social in the short-term, and was based on the primary assumption that companies like Twitter, Facebook, Snapchat, Netflix, Roku, Peloton, and Spotify closely paralleled the expected business model and market segments of TMTG’s forthcoming offerings. This assessment relied on publicly available financial data from late 2020 and 2021. However, the reliability and usefulness of such methodology are inherently limited as a result of variances in company size, market maturity and the unpredictability of product offering success or trajectory. In addition, the

dynamic nature of the technology and media sectors, which are prone to and have historically undergone significant and rapid changes, make valuation of companies in the space highly susceptible to change in response to market and consumer trends.

• Lock-Up. Key stockholders of TMTG (including its management team) agreed to be subject to a six-month lockup in respect of their Digital World common stock, subject to certain customary exceptions, which would provide important stability to the leadership and governance of TMTG.

• Other Alternatives. The Digital World Board believes, after a thorough review of other business combination opportunities reasonably available to Digital World, that the proposed Business Combination represents the best potential business combination for Digital World and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets. Given the potential number of users and accelerated adoption of Truth Social, as well as the additional business verticals in development, the Digital World Board believe TMTG offers its stockholders the most potential value when compared to other target candidates.

• Macroeconomic Risks. Macroeconomic uncertainty, including material adverse developments in domestic and global economic conditions, or the occurrence of other world events, and the effects it could have on TMTG’s revenues post-closing.

• Business Plan May Not Be Achieved. The risk that TMTG may not be able to execute on the business plan, including but not limited to its rollout of Truth Social, and realize the financial performance as set forth in the financial model presented to Digital World’s management team and board of directors.

• Redemption Risk. The potential that a significant number of Digital World Public Stockholders elect to redeem their Public Shares prior to the consummation of the Business Combination and pursuant to Digital World’s existing charter, which would potentially make the Business Combination more difficult or impossible to complete.

• Stockholder Vote. The risk that Digital World’s stockholders may fail to provide the respective votes necessary to affect the Business Combination.

• Closing Conditions. The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Digital World’s control, including the Financial Closing Conditions.

• Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Listing Risks. The challenges associated with preparing TMTG, a private entity, for the applicable disclosure and listing requirements to which TMTG will be subject as a publicly traded company on the Nasdaq.

• Benefits May Not Be Achieved. The risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

• Liquidation of Digital World. The risks and costs to Digital World if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Digital World being unable to effect a business combination.

• Growth Initiatives May Not be Achieved. The risk that TMTG’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

• Board and Independent Committees. The risk that TMTG’s board of directors post-Closing and independent committees do not possess adequate skill sets within the context of TMTG operating as a public company.

• Digital World Stockholders Receiving a Minority Position in TMTG. The risk that Digital World stockholders will hold a minority position in TMTG.

• Other Risk Factors. Various other risk factors associated with the business of TMTG, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

The Digital World Board concluded that the potential benefits expected to be achieved by Digital World and its stockholders resulting from the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, at the time of entry into the Merger Agreement, the Digital World Board determined that the Business Combination was advisable, fair to, and in the best interests of, Digital World and its stockholders.

Nevertheless, since the entry into the Merger Agreement in October 2021, TMTG’s business plan and financial model have changed and as a result, the prior financial model provided to the Digital World Board is not reflective of the future expected performance. Accordingly, the Digital World Board and management continued to conduct due diligence on TMTG and research the industry in which TMTG operates. While the Digital World Board previously approved the Business Combination, the Merger Agreement contemplates that during the pendency of the transaction TMTG will provide Digital World updated due diligence information regarding the financial condition of TMTG’s businesses and that following receipt and review of such due diligence information the Board could have, from October 31, 2023 through November 21, 2023, terminated the Merger Agreement if it no longer believed in good faith that the Business Combination was in the best interests of Digital World or its stockholders.

In December 2023, Digital World concluded its renewed due diligence with respect to TMTG’s business plan. Digital World’s Board determined (i) that the Merger Agreement and the transactions contemplated thereby, including the Merger Consideration and the Earnout Shares, are fair and in the best interests of Digital World and (ii) to recommend that the Digital World stockholders adopt the Merger Agreement and approve the Business Combination and the other transactions contemplated by the Merger Agreement.

In reaching its determination and in support of its decision that the Business Combination and the other transactions contemplated by the Merger Agreement, including the Merger Consideration and the Earnout Shares, are fair and in the best interests of Digital World and its stockholders, the Board considered, in part, a report of an independent third party valuation firm, as well industry reports and trends, its own updated due diligence regarding TMTG’s brand, potential growth prospects and user base, and the performance of TMTG’s current management team, as further discussed below. See also “Information About TMTG — Company Growth Strategy.”

• Brand and Growth Prospects. In addition to the brand and growth prospects initially considered by the Board in 2021, the Board believes that the taking private transaction of Twitter (now known as X) created a

market opportunity and strengthens the brand and growth prospects rationale discussed above. The Digital World Board continues to believe that TMTG, if properly capitalized, is very well positioned to grow a user base at an accelerated pace as described above.

• Broad and Diverse User Base. The Digital World Board continues to believe that TMTG has a broad potential user base with demonstrated brand awareness, brand loyalty and eagerness to seek out change while making choices of where to spend their media dollars and attention. The Digital World Board continues to believe that TMTG management is continuing its efforts to increase TMTG’s brand appeal, which could materially widen the field of potential customers and users the media platform can attract, particularly in light of the global sociopolitical context.

• Due Diligence. The Digital World Board and management team engaged in a due diligence process with TMTG’s management team and Digital World’s legal advisors regarding its business and legal affairs. As a result of such renewed due diligence, the Digital World Board continues to believe that TMTG has assembled the elements necessary to create the foundation for a potentially very successful media and technology company. See also “Information About TMTG — Company Growth Strategy.”

• Financial Information and Comparable Company Analysis. In addition to the financial information and comparable company analysis initially considered by the Board in 2021, the Board engaged an independent third party firm to assist it with its renewed financial diligence of TMTG. In conducting such financial due diligence, the Board considered, in part, such independent third party valuation, together with the aforementioned considerations.

• Experienced Management Team. The Digital World Board believes that TMTG continues to have a strong management team with significant experience and commitment to its growth strategy.

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Digital World will be treated as the acquired company and TMTG will be treated as the acquirer for financial statement reporting purposes. See section entitled “The Business Combination Proposal (Proposal 1) — Anticipated Accounting Treatment.”

In addition, as of the date of this proxy statement/prospectus, based on correspondence from the staff of the SEC on August 19, 2022 and August 23, 2022, the Initial Registration Statement cannot be declared effective prior to the Closing. As such, Digital World believes that, unless waived by both the PIPE Investors and Digital World, the parties will not be able to satisfy certain closing conditions in the SPAs. Furthermore, pursuant to the Second Amendment to the Agreement, Digital World expects to continue to seek the termination of or significantly reduce such commitments. As a result, the information in this proxy statement/prospectus, including the unaudited pro forma condensed combined financial information, assumes the PIPE is not consummated.

Accordingly, the foregoing ownership percentages with respect to the Combined Entity following the Business Combination exclude any outstanding Warrants and assume that (i) there are no Redemptions of any shares by Digital World’s Public Stockholders in connection with the Business Combination, (ii) the PIPE is not consummated, (iii) no awards are issued under the Equity Incentive Plan and (iv) no Working Capital Units are issued. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Digital World’s existing stockholders in the Combined Entity will be different.

As of the date of this proxy statement/prospectus, the remaining PIPE Investment is $[●].

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Digital World’s existing stockholders in the Combined Entity will be different. Upon consummation of the Business Combination, and subject to approval of the Incentive Plan Proposal, TMTG’s executive officers are expected to receive grants of stock options and restricted stock units under the Equity Incentive Plan from time to time as determined by the Compensation Committee. In addition, the outstanding TMTG Options and TMTG RSUs, if any, granted to TMTG’s executive officers and certain members of the TMTG Board under the TMTG 2022 Plan prior to the Closing will be assumed and converted to options and RSUs under the Equity Incentive Plan effective as of the Closing of the Business Combination. Each TMTG Convertible Note that is issued and outstanding immediately prior to the Effective Time will automatically convert immediately prior to the Effective Time into a number of shares of TMTG common stock as such TMTG Convertible Note would automatically convert upon the consummation of the Business Combination with Digital World, in accordance with each such TMTG Convertible Note.

The following table illustrates varying ownership levels in the Combined Entity, assuming the factors mentioned above, and excluding the exercise of above-mentioned Warrants or the issuance of any shares of common stock upon conversion of the Preferred Stock (if applicable), in the event of (i) no Redemptions, (ii) 33.33% Redemptions, (iii) 50% Redemptions and (iv) maximum Redemptions (63%) of 28,750,000 Public Shares:

To approve and adopt subject to and conditioned on (but with immediate effect therefrom) approval of each of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal and the consummation of the Business Combination, a second amendment and restatement of the Digital World Charter, as set out in the Amended Charter, for the following Charter Amendment Proposals to:

To consider and vote upon a proposal to elect seven (7) directors to serve on the Combined Entity’s Board, each effective from the consummation of the Business Combination and for a term as set forth under the proposed Amended Charter or until such director’s earlier death, resignation, retirement or removal. If the nominees identified in this proxy statement/prospectus are elected, [●] and [●] will be Class I directors, serving until the Combined Entity’s 2024 annual meeting of stockholders; [●] and [●] will be Class II directors, serving until the Combined Entity’s 2025 annual meeting of stockholders; and [●], [●] and [●] will be Class III directors, serving until the Combined Entity’s 2026 annual meeting of stockholders, and in each case, until their respective successors are duly elected and qualified.

A summary of the Equity Incentive Plan is set forth in “The Incentive Plan Proposal (Proposal 9)” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex C. You are encouraged to read the Equity Incentive Plan in its entirety.

To consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, (a) the issuance of up to 127,500,000 newly issued shares of New Digital World Class A common stock in the Business Combination, which amount will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) the issuance, if any, of up to [●] shares of Digital World Class A common stock in connection with the PIPE Investment, subject to adjustment as described in more detail in the accompanying proxy statement/prospectus, (c) the issuance of up to 7,500,000 shares of Digital World Class A common stock underlying Working Capital Units, each Working Capital Unit consisting of one share of Class A common stock and one-half Warrant, issuable upon conversion of any Digital World Convertible Notes that may be issued to Digital World’s Sponsor, its affiliates or third parties providing services to Digital World, and (d) the issuance of up to 8,281,734 shares of New Digital World Class A common stock issuable upon conversion of outstanding TMTG Convertible Notes immediately prior to the Effective Time in connection with the Closing.

Regarding the potential issuance of [●] shares of Class A common stock in connection with the PIPE Investment, see “Risk Factors — Risks Related to Digital World and the Business Combination — Digital World may issue additional shares of common or preferred stock to complete the Business Combination, as a result of conversion of convertible notes, or under the Equity Incentive Plan after completion of the Business Combination, any one of which would dilute the interest of Digital World’s stockholders and likely present other risks. There may be sales of a substantial amount of the New Digital World common stock after the Business Combination by Digital World’s current stockholders, and these sales could cause the price of the New Digital World common stock to fall.”

The Digital World Special Meeting will be held virtually at 10:00 a.m., Eastern Time, on [●], 2024, or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. We will hold the Digital World Special Meeting solely by means of remote communication.

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged Alliance Advisors to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Digital World Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Digital World Special Meeting — Revoking Your Proxy.”

The approval of the Charter Amendment Proposals requires the affirmative vote of the holders, as of the Record Date, of (i) a majority of the then issued and outstanding shares of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the then issued and outstanding shares of Class A common stock and Class B common stock, voting together as a single class. Accordingly, a Digital World stockholder’s failure to vote by proxy or to vote in person at the Digital World Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposals.

The approval of the Business Combination Proposal, the Incentive Plan Proposal and the Nasdaq Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders, as of the Record Date, of (i) a majority of the votes cast of each of the Class A common stock and Class B common stock, voting separately as a class, and (ii) a majority of the votes cast of Class A common stock and Class B common stock, voting together as a single class, in each case entitled to vote thereon at the Digital World Special Meeting.

The approval of the Director Election Proposal requires a plurality vote of the shares of Digital World common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Digital World Special Meeting. A plurality means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. A Digital World stockholder’s failure to vote by proxy or to vote in person at the Digital World Special Meeting will have no effect on the Director Election Proposal. “WITHHOLD” votes will be counted towards the number of shares of Digital World common stock required to validly establish a quorum but will have no effect on the outcome of the vote on the Director Election Proposal.

The Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal are conditioned on the approval of the Business Combination Proposal (and each such Proposal is cross-conditioned on the approval all the Required Proposals), and unless the Business Combination Proposal is approved, the Charter Amendment Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Nasdaq Proposal will not be presented to the stockholders of Digital World at the Digital World Special Meeting.

When you consider the recommendation of the Digital World Board in favor of approval of these Proposals, you should keep in mind that Digital World directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things, the fact that:

Digital World (and following the Business Combination, the Combined Entity) will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the Digital World IPO; (ii) the last day of the fiscal year in which Digital World (and following the Business Combination, the Combined Entity) has total annual gross revenue of at least $1.07 billion; (iii) the last day of the fiscal year in which Digital World (and following the Business Combination, the Combined Entity) is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Digital World’s (and following the Business Combination, the Combined Entity’s) common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which Digital World (and following the Business Combination, the Combined Entity) has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Summary Risk Factors

TMTG’s business and an investment in New Digital World common stock are subject to numerous risks and uncertainties. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the financial statements and annexes attached hereto, and especially consider the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” Some of these risks include:

The summary statements of operations data for the years ended December 31, 2022 and 2021 and the summary balance sheet data as of December 31, 2022 and 2021 are derived from Digital World’s audited financial statements included elsewhere in this proxy statement/prospectus. The summary statements of operations data for the nine month periods ended September 30, 2023 and September 30, 2022 and the summary balance sheet data as of September 30, 2023 are derived from Digital World’s unaudited interim condensed consolidated financial statements, each of which is included elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated financial data set forth below has been prepared on the same basis as Digital World’s audited financial statements and, in the opinion of Digital World’s management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data.

The summary statements of operations data for the year ended December 31, 2022 and for the period from February 8, 2021 (date of inception) to December 31, 2021 and the summary balance sheet data as of December 31, 2022 and for the period from February 8, 2021 (date of inception) to December 31, 2021 are derived from TMTG’s audited financial statements included elsewhere in this proxy statement/prospectus. The summary statements of operations data for the nine month periods ended September 30, 2023 and September 30, 2022 and the summary balance sheet data as of September 30, 2023 are derived from TMTG’s unaudited interim condensed consolidated financial statements, each of which is included elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated financial data set forth below has been prepared on the same basis as TMTG’s audited financial statements and, in the opinion of TMTG’s management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data.