8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2023

Digital World Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

3109 Grand Ave, #450

Miami, FL 33133

(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company  ☒

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

Explanatory Note

On August 1, 2023, Digital World Acquisition Corp. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) stating that Marcum, LLP (“Marcum”) had resigned as the Company’s independent registered public accounting firm, effective July 27, 2023. The Company provided a copy of the Initial Report to Marcum prior to filing it with the U.S. Securities and Exchange Commission (the “SEC”). The Company requested that Marcum furnish the Company with a letter addressed to the SEC stating whether Marcum agrees with the statements made by the Company in the Initial Report in response to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and, if not, stating the respects in which it does not agree. The Initial Report is hereby amended and supplemented by adding the language that appears below.

Item 4.01 Changes in Registrant’s Certifying Accountant.

Pursuant to the Company’s request, on August 15, 2023, Marcum furnished to the Company a letter addressed to the SEC regarding the statements made by the Company in the Initial Report. A copy of Marcum’s letter has been filed as Exhibit 16.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibits
16.1	Letter from Marcum LLP to the SEC, dated August 15, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

	Digital World Acquisition Corp.
Dated: August 15, 2023	By:	/s/ Eric Swider
	Name:	Eric Swider
	Title:	Chief Executive Officer

EX-16.1

Exhibit 16.1

August 15, 2023

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements in Item 4.01 of the Form 8-K filed by Digital World Acquisition Corp. (the “Company”) on August 1, 2023, and have the following comments:

As an initial matter, we would like to clarify that our resignation as the Company’s independent auditor was primarily in response to concerns regarding the Company’s management and governance structure following its July 20, 2023 settled order with the Commission. As described in detail below, although not the primary basis for our resignation, we disagree with certain of the Company’s statements in Item 4.01 of the Company’s August 1, 2023 Form 8-K.

First, as the Company acknowledged in an April 25, 2023 management representation letter submitted to us in connection with Marcum’s audit of the Company’s financial statements for the year ended December 31, 2022, the Company is “responsible for the fair presentation in the financial statements of the balance sheet, and the related statements of operations, changes in stockholders’ deficit and cash flows in conformity with GAAP.” Accordingly, we disagree with the Company’s statement in the second bullet under the fourth paragraph of Item 4.01 of the Form 8-K that “had Marcum adhered to the requisite audit procedures, they should have identified the unintentionally omitted invoices during what would typically be standard inquiries with the Company’s service providers.” It is the Company’s responsibility to ensure that it has properly accrued for its expenses with respect to all vendors as of year-end and to ensure that it has adequate internal controls to prevent or detect such omissions. To that end, the Company’s management represented to Marcum in its April 25, 2023 management representation letter that “there [were] no material transactions that [had] not been properly recorded in the accounting records underlying the financial statements.” This statement was incorrect because the Company had not properly accrued for the invoices in question.

Second, we also disagree with the Company’s statement in the second bullet under the fourth paragraph of Item 4.01 of the Form 8-K that “consistent with prior audit periods, Marcum should have been aware that the Company maintains minutes of its Board of Directors meetings” insofar as this statement suggests that Marcum should have been aware that the Company did not provide Marcum with minutes or summaries of certain of its relevant Board of Directors meetings prior to the filing of its Form 10-K on April 26, 2023. The Company’s management represented to Marcum in its April 25, 2023 management representation letter that it had made available to Marcum “minutes of the meetings of stockholders, directors and committees of directors, or summaries of actions of recent meetings for which minutes have not yet been prepared. The last such meeting was held on April 16, 2023.” This representation was inaccurate because the Company did not provide Marcum with minutes or summaries of certain board meetings that had occurred after December 31, 2022.

Marcum LLP / 601 Route 73 North / Suite 400 / Marlton, NJ 08053 / Phone 856.830.1600 / marcumllp.com

Securities and Exchange Commission

August 15, 2023

Page 2

We agree with the statements in the following sections of Item 4.01 of the Form 8-K:

• The entire first, second, and third paragraphs;

• The first sentence of the fourth paragraph and the entire first bullet thereunder;

• The first five sentences of the second bullet under the fourth paragraph;

• The statements in the second bullet under the fourth paragraph that “[t]he Company provided Marcum with these updated control procedures and protocols, as well as fulfilled certain other requests for information. This included publicly available information in connection with a previously announced settlement with the Securities and Exchange Commission (the ‘SEC’).”;

• The statement in the second bullet under the fourth paragraph that “Marcum, without any notice, sent a resignation letter without providing further details regarding the reasons for the resignation or any additional clarifications.”;

• The statement in the second bullet under the fourth paragraph that “on June 21, 2023, Marcum settled an enforcement action with the SEC”;

• The statement in the second bullet under the fourth paragraph that “[a]s of July 27, 2023, Marcum had not completed its audit procedures or issued any reports on the Company’s restated 2022 Financial Statements.”;

• The fifth paragraph; and

• The first three sentences of the seventh paragraph.

We are not in a position to agree or disagree with any other statements made by the Company in Item 4.01 of the Form 8-K.

Very truly yours,

Marcum LLP

XML

Document and Entity Information	Jul. 27, 2023
Document And Entity Information [Line Items]
Amendment Flag	true
Entity Central Index Key	0001849635
Document Type	8-K/A
Document Period End Date	Jul. 27, 2023
Entity Registrant Name	Digital World Acquisition Corp.
Entity Incorporation State Country Code	DE
Entity File Number	001-40779
Entity Tax Identification Number	85-4293042
Entity Address, Address Line One	3109 Grand Ave
Entity Address, Address Line Two	#450
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33133
City Area Code	(305)
Local Phone Number	735-1517
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	On August 1, 2023, Digital World Acquisition Corp. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) stating that Marcum, LLP (“Marcum”) had resigned as the Company’s independent registered public accounting firm, effective July 27, 2023. The Company provided a copy of the Initial Report to Marcum prior to filing it with the U.S. Securities and Exchange Commission (the “SEC”). The Company requested that Marcum furnish the Company with a letter addressed to the SEC stating whether Marcum agrees with the statements made by the Company in the Initial Report in response to Item 304(a) of Regulation S-K under the Securities Act of 1933, as amended, and, if not, stating the respects in which it does not agree. The Initial Report is hereby amended and supplemented by adding the language that appears below.
Units Each Consisting Of One Share Of Class Common Stock And One Half Of One Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one share of Class A common stock, and one-half of one Redeemable Warrant
Trading Symbol	DWACU
Security Exchange Name	NASDAQ
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	DWAC
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member]
Document And Entity Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	DWACW
Security Exchange Name	NASDAQ