8-K 1 tm2128557d1_8k.htm FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  September 27, 2021

 

Digital World Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40779   85-4293042
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

78 SW 7th Street

Miami, Florida 33130

(Address of principal executive offices, including zip code)

 

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

 

Not Applicable
(Former name or former address, if changed since last report)

 

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

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
         
Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant   DWACU   The Nasdaq Stock Market LLC
         
Class A common stock, par value $0.0001 per share   DWAC   The Nasdaq Stock Market LLC
         
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   DWACW   The Nasdaq Stock Market LLC

  

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

 

Emerging growth company x

  

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

 

 

 

 

 

Item 8.01. Other Events.

 

On September 8, 2021, Digital World Acquisition Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued to EF Hutton, division of Benchmark Investments, LLC (the “Representative”) upon full exercise of their over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) and one-half of one redeemable warrant of the Company (“Warrant”), with each whole 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 the Company of $287,500,000.

 

The Class A Common Stock and Warrants comprising the Units were to begin separate trading on January 14, 2022 subject to notice of earlier separate trading by the Representative. On September 21, 2021, the Representative notified the Company of its decision to allow early separate trading, commencing on September 30, 2021.

 

On September 27, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Common Stock and Warrants comprising the Units commencing on September 30, 2021. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “DWACU,” and the Class A Common Stock and Warrants that are separated will trade on the Nasdaq Stock Market LLC under the symbols “DWAC” and “DWACW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Common Stock and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is filed with this Form 8-K:

 

Exhibit
No.
  Description of Exhibits
99.1   Press Release dated September 27, 2021

 

 

 

 

 SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 27, 2021

 

  DIGITAL WORLD ACQUISITION CORP.
   
  By: /s/ Patrick Orlando
    Patrick Orlando
    Chief Executive Officer