Participants in Solicitation
DWAC and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from the securityholders of DWAC in favor of the Business Combination. Securityholders of DWAC and other interested persons may obtain more information regarding the names and interests of DWACs
directors and officers in the Business Combination in DWACs filings with the SEC, including in the definitive proxy statement/ prospectus, and the names and interests of TMTGs directors and officers in the proposed Business Combination
in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation do not have any interests in DWAC other than with respect to
their interests in the Business Combination.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business
Combination between the Company and TMTG. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend,
strategy, future, opportunity, plan, may, should, will, would, will be, will continue, will likely result and similar
expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not limited to: (i) the risk that the Business Combination and may not be completed in a timely manner, by DWACs Business Combination deadline or at all, which may adversely
affect the price of DWACs securities, (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as
amended and supplemented from time to time, the Merger Agreement) by the stockholders of DWAC, (iii) the risk that DWAC may not be able to terminate all of the securities purchase agreements (the SPAs) with
certain institutional investors (the PIPE Investors) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital Worlds Series A Convertible Preferred Stock (the
Preferred Stock) for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the PIPE) and as a result TMTG may determine not proceed with the Business
Combination, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by DWAC stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Markets
initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE or the Business Combination on TMTGs business relationships, operating results,
and business generally, (ix) risks that the Business Combination disrupts current plans and operations of DWAC, (x) the outcome of any legal proceedings that may be instituted against TMTG or against DWAC related to the Merger Agreement or
the Business Combination, (xi) the risk of any investigations by the SEC or other regulatory authority relating to the PIPE, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions,
(xii) Truth Social, TMTGs initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute its growth
strategies, (xv) risks related to the future pandemics and response and geopolitical developments, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business
Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xviii) DWACs
ability to timely comply with Nasdaqs rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence
investigations, and (xx) those factors discussed in DWACs filings with the SEC, including in the Registration Statement filed on November 13, 2023 relating to the Business Combination. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the Risk Factors section of the Registration Statement and in DWACs Annual Report on Form 10-K, as amended, for the year ended December 31, 2022, as filed with the SEC on October 30, 2023 (the 2022 Annual Report) and in other reports DWAC files with the SEC. You should
not place undue reliance on any forward-looking statements, which are based only on information currently available to DWAC (or to third parties making the forward-looking statements).