10-K/A

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment Number 2)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2022

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission file number: 001-40779

 Digital World Acquisition Corp.

 (Exact name of registrant as specified in its charter)

 Delaware

 85-4293042

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 3109 Grand Ave., #450

 Miami, Florida

 (Address of principal executive offices)

 33133

 (Zip Code)

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

 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

 Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share

 DWACW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
 a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer, "smaller reporting company" and "emerging growth company" in Rule 12b-2 of
 the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
 the Exchange Act). Yes No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The aggregate market value of the outstanding shares of the registrant's Class A common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A common stock on June 30, 2022, as reported on the Nasdaq Global Market was $ 698,073,000.

 As of December 29, 2023, there were 30,023,186 shares of Class A common stock, par value $0.0001 per share, and 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

 14375000.5P5D97393124
 EXPLANATORY NOTE

 This Amendment No. 2 to Form 10-K
 (the "Second Amendment") amends the Annual Report on Form 10-K
 for the fiscal year ended December 31, 2022, originally filed on April 26, 2023 (the "Original 10-K"),
 as amended on October 30, 2023 (the "First Amendment"), of Digital World Acquisition Corp. ("DWAC"). DWAC is filing the Second Amendment solely to amend Item 15(a)(1) of the First Amendment to include (i) an updated Report of Independent Registered Public Accounting Firm and (ii) updated disclosure under Note 2. Restatement of Previously Issued Financial Statements

.
 This Second Amendment should be read in conjunction with the Original 10-K
 and the First Amendment. Except as specifically set forth in this Second Amendment and the First Amendment, the Original 10-K
 has not been amended or updated to reflect events occurring after April 26, 2023.

 Item 15.

 Exhibit and Financial Statement Schedules.

 (a) The following documents are filed as part of this Report:

 (1) Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID#3686)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' (Deficit)

 Statements of Cash Flows

 Notes to Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of Digital World Acquisition Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Digital World Acquisition Corp. (the Company) as of December 31, 2022, and 2021, and the related statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 Substantial Doubt about the Company's Ability to Continue as a Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, it is uncertain that the Company will consummate a business merger in the allotted time. If a business merger is not consummate but the specified date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant cost in pursuit of its acquisition plans. These factors raise a substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Restatement

 As discussed in Note 2 to the financial statements, the 2022 and 2021 financial statements have been restated to correct certain misstatements related to errors for the accounting of certain expenses in the proper period.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Adeptus Partners, LLC

 We have served as the Company's auditor since 2023.

 Ocean, New Jersey

 October 27, 2023,

 PCAOB ID: 3686

 BALANCE SHEETS

 December 31,

 2022

 2021

 ASSETS

 Current assets

 Cash

 $

 $

 Prepaid assets

 168,350

 240,972

 Total Current Assets

 169,339

 568,703

 Prepaid assets

 —

 165,051

 Cash Held in Trust Account

 300,330,651

 293,257,098

 TOTAL ASSETS

 $

 300,499,990

 $

 293,990,852

 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 Current liabilities

 $

 18,054,912

 $

 1,027,926

 Note payable Sponsor

 2,875,000

 —

 Income taxes – payable

 —

 Franchise tax payable

 400,000

 Working capital loans

 625,700

 —

 Advances – related party

 525,835

 Total Current Liabilities

 23,460,922

 1,250,320

 Deferred underwriter fee payable

 TOTAL LIABILITIES

 33,523,422

 11,312,820

 Commitments and Contingencies

 Class A common stock subject to possible redemption, $ 0.0001 par value, 200,000,000 shares authorized;
 28,744,342
and 28,750,000 shares outstanding, at redemption value ($ 10.40 and $ 10.20 per share)

 298,951,176

 293,250,000

 Stockholders' Deficit

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 Class A common stock, $ 0.0001 par value; 200,000,000 shares authorized; 1,277,234

 issued and outstanding, excluding 28,744,342 and 28,750,000 shares subject to redemption

 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 7,187,500 issued and outstanding

 Additional paid-in
 capital

 —

 —

)

)

)

)

 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 $

 300,499,990

 $

 293,990,852

 The accompanying notes are an integral part of these financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year ended
December 31,

 2022

 2021

 $

 8,716,023

 $

 969,195

 10,004,519

 789,183

 Franchise tax expense

 Loss from operating costs

 ( 18,920,542

)

 ( 1,958,378

)

 Other income and expenses:

 Interest earned on cash held in Trust Account

 4,257,469

 7,098

 ( 14,663,073

)

)

 —

 $

)

 $

)

 Weighted average shares outstanding of Class A common stock

 30,026,769

 9,404,134

 $

 ( 0.42

)

 $

)

 Weighted average shares outstanding of Class B common stock

 $

 ( 0.42

)

 $

)

 The accompanying notes are an integral part of these financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Class A
Common Stock

 Class B
Common Stock

 Additional
Paid-In
Capital

 Accumulated

 Total
Stockholders'

 Balance – December 31, 2021 (restated)

 $

 $

 $

 —

 $

)

 $

)

)

)

 ( 5,760,092

)

 ( 5,760,092

)

 Balance – December 31, 2022 (restated)

 $

 $

 $

 —

 $

)

 $

)

 F- 5

 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Class A
Common Stock

 Class B
Common Stock

 Additional
 Paid-In

 Accumulated

 Total
Stockholders'

 Capital

 Balance – December 31, 2020

 Issuance of Class B common stock to sponsor (1)(2)

 $

 —

 $

 $

 24,281

 $

 —

 $

 25,000

 Class A common stock accretion to redemption value

 —

 —

 —

 —

 ( 12,796,508

)

 ( 7,184,020

)

 ( 19,980,528

)

 Issuance of Class A common stock to investor, net of offering costs

 1,133,484

 —

 —

 11,334,727

 —

 11,334,840

 Issuance of Class A common stock to representative

 143,750

 1,437,500

 ( 1,437,514

)

 —

 —

 —

 —

 —

)

)

 Balance – December 31, 2021 (restated)

 $

 $

 —

 $

)

 $

)

 (1)

 The shares and the associated amounts have been retroactively restated to reflect the three -for-one

 stock split on July 1, 2021.

 (2)

 On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. All shares and associated amounts have been retroactively restated to reflect the surrender of these shares (see Note 8).

 The accompanying notes are an integral part of these financial statements.

 F- 6

 STATEMENTS OF CASH FLOWS

 For the Year end

 December 31,

 2022

 2021

 Cash flows from operating activities:

 $

)

 $

)

 Adjustments to reconcile net income to net cash used in operating activities:

 Interest earned on cash and marketable securities held in Trust Account

 ( 4,257,469

)

 ( 7,098

)

 Changes in operating assets and liabilities:

 17,026,986

 1,027,926

 Income taxes payable

 —

 Prepaid insurance

 237,673

 ( 406,023

)

 Franchise tax payable

 Net cash used in operating activities

 ( 1,455,883

)

 ( 1,136,475

)

 Cash flows from investing activities:

 Investment of cash in Trust Account

)

 ( 293,250,000

)

 Cash withdrawn from Trust Account for redemptions

 58,916

 —

 Net cash used in investing activities

 ( 2,816,084

)

 ( 293,250,000

)

 Cash flows from financing activities:

 Proceeds from sale of Units

 —

 287,500,000

 Proceeds from sale of private placement warrants

 —

 11,334,840

 Proceeds from Sponsor note

 2,875,000

 223,557

 Repayment of Sponsor note

 —

 ( 223,557

)

 Due from Sponsor

 —

 ( 1,702,958

)

 Payment of due from Sponsor

 —

 1,702,958

 Payment of offering costs

 —

 ( 4,168,028

)

 Proceeds from working capital loan

 500,835

 —

 Proceeds from advances – related party

 625,700

 Redemption of shares

 ( 58,916

)

 —

 Proceeds from issuance of Class B common stock to Sponsor

 —

 25,000

 3,942,619

 294,714,206

 Net change in cash

 ( 326,742

)

 Cash at beginning of period

 —

 Cash at end of period

 $

 $

 Non-cash
 investing and financing activities:

 Deferred underwriting fee payable

 $

 —

 $

 Remeasurement of Class A common stock

 $

 5,760,092

 $

 —

 The accompanying notes are an integral part of these financial statements.

 F- 7

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

 Digital World Acquisition Corp. (the "Company") is a blank check company incorporated in the State of Delaware on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
 one or more businesses or entities ("Business Combination"). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector.

 As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company's formation, the initial public offering ("Initial Public Offering"), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates
 non-operating
 income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 The registration statement for the Company's Initial Public Offering was declared effective on September 2, 2021 (the "Registration Statement"). On September 8, 2021, the Company consummated the Initial Public Offering of
 28,750,000 units (the "Units" and, with respect to the shares of Class A common stock included in the Units sold, the "Public Shares"), at $
 10.00 per Unit, generating gross proceeds of $
 287,500,000, and incurred offering costs of $
 23,566,497, consisting of deferred underwriting commissions of $
 10,062,500 (see Note
), fair value of the representative shares (as defined in Note
) of $
 1,437,500, fair value of shares issued to the anchor investors of the Company's Initial Public Offering of $
 7,677,450, fair value of shares transferred to officers and directors of $
 221,018, and other offering costs of $
 4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a
 45 -day
 option granted to the underwriter to purchase up to an additional
 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
 1,133,484 units (the "Placement Units") at a price of $
 10.00 per Placement Unit in a private placement ("Private Placement") to the Company's sponsor, ARC Global Investments II LLC (the "Sponsor"), generating gross proceeds of $
 11,334,840, which is described in Note
.

 Following the closing of the Initial Public Offering on September 8, 2021, an amount of $
 293,250,000 ($
 10.20
 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the "Trust Account") located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7
 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company's Amended and Restated Certificate of Incorporation ("Amended and Restated Certificate of Incorporation") (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate

 F- 8

 of Incorporation prior thereto or to redeem
 100 % of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders' rights or
 pre-Business
 Combination activity and (iii) the redemption of
 100 % of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law).

 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $
 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange
 rules.

 If

the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company's Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption rights with respect to 15 % or more of the Public Shares without the Company's prior written consent.
 The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $
 10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company's warrants.

 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Company's Business Combination and in connection with certain amendments to the Company's Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the "SEC") and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company's net tangible assets to fall below $
 5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event
 takes place.

 F- 9

 If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement
with the SEC prior to completing a Business Combination.

 The Sponsor and the Company's officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the "Founder Shares"), the shares of Class A common stock included within the Placement Units (the "Private Shares") and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem
 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders' rights or
 pre-initial
 Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company's anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company's initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period.

 On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023).

 In

 connection with the special meeting of stockholders, stockholders holding
 5,658 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, $
 58,916 (approximately $
 10.41 per share) was removed from the Company's trust account to pay such holders.

 On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $

 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company's initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company's initial Business Combination from December 8, 2022 to March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company's initial Business Combination from March 8, 2023 to June 8, 2023.

 F- 10

 The Company has until June 8, 2023 (or September 8, 2023, if extended), to

 consummate a Business Combination (the "Combination Period").

 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
 five
 business days thereafter, redeem
 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $
 100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $

 10.45.

 The Sponsor

 has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $
 10.20
 per share (whether or not the underwriters' over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company's independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Going Concern Consideration

 In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting Standard Board's Account Standards Update ("ASU") 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" as stated above, the Company has until June 8, 2023 (or September 8, 2023, if extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 Proposed Business Combination

 The Company entered into 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, and as it may be further amended

 F- 11

 or supplemented from time to time, the "Merger Agreement") with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), Trump Media & Technology Group Corp., a Delaware corporation ("TMTG"), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG's General Counsel, in the capacity as the representative for stockholders of TMTG.

 Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the "Closing"), Merger Sub will merge with and into TMTG (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, "TMTG Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company 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 (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company's common stock. At the Closing, the Company will change its name to "Trump Media & Technology Group Corp."

 The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG common stock as of immediately prior to the Effective Time ("TMTG Stockholders" and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the "TMTG Security Holders") will be an amount equal

 to $ 875,000,000, subject to adjustments for TMTG's closing debt, net of cash and unpaid transaction expenses (the "Merger Consideration"), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes. The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company's common stock, with each valued at the price per share at which each share of the Company's common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company's initial Business Combination, as required by the Company's Amended and Restated Certificate of Incorporation, by-laws
 and the Company's Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.
 On December

 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the "SPAs") with certain institutional accredited investors (the "PIPE Investors"), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company's Series A Convertible Preferred Stock (the "Preferred Stock"), at a purchase price of $ 1,000 per share of Preferred Stock, for an aggregate commitment of $ 1,000,000,000 in a private placement (the "PIPE") to be consummated concurrently with the Transactions. The shares of Preferred Stock have an initial conversion price per share of $ 33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA.

 Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to

 251,500 shares of the Company's Series A Convertible Preferred

 Stock.

 F- 12

 NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 In connection with the preparation of the financial statements of the Company as of and for the three months ended March 31, 2023, the Company determined that there were errors related to the accounting for certain expenses in the proper period in the previously issued 2022 and 2021 financial statements as well as the unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022.

 In accordance with SEC Staff Accounting Bulletin No. 99, "Materiality," and SEC Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated. Specifically, there was an improper cutoff of accrued expenses and related party payables at each balance sheet date, resulting in payables not being recorded in the correct period. Consequently, this led to inaccuracies in the reported formation and operating costs in each statement of operations. Furthermore, reclassification adjustments were made for accrued expenses and income tax payables at certain balance sheet dates to improve disclosure and ensure period-to-period comparability. Similar adjustments were applied to formation and operating costs, as well as legal investigation expenses in certain statements of operations, again to enhance disclosure and comparability. Finally, an adjustment was made to the Class A common stock subject to possible redemption as of June 30, 2022, to accurately reflect the impact of interest earned on cash held in the Trust Account, net of the applicable tax expense.

 The relevant unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is included in Note 1 0
, Quarterly Financial Information (Unaudited).

 The

 following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:

 As

 Balance sheet as of December 31, 2022

 17,166,842

 888,070

 18,054,912

 —

 425,835

 525,835

 22,472,852

 988,070

 23,460,922

 32,535,352

 988,070

 33,523,422

 ( 30,987,384

)

 ( 988,070

)

)

 ( 30,986,538

)

 ( 988,070

)

)

 Statement of Operations for the year ended December 31, 2022

 —

 10,004,519

 10,004,519

 18,299,257

 ( 9,583,234

)

 8,716,023

 ( 18,499,257

)

)

 ( 18,920,542

)

 ( 14,241,788

)

)

 ( 14,663,073

)

 ( 15,221,263

)

)

)

 ( 0.41

)

 ( 0.01

)

 ( 0.42

)

 ( 0.41

)

 ( 0.01

)

 ( 0.42

)

 Statement of Changes in Stockholders' Deficit for the year ended December 31, 2022

 ( 15,221,263

)

)

)

 ( 30,987,384

)

 ( 988,070

)

)

 ( 30,986,538

)

 ( 988,070

)

)

 Statement of Cash Flows for the year ended December 31, 2022

 F- 1

 As

 ( 15,221,263

)

)

)

 16,605,701

 421,285

 17,026,986

 425,835

 77,606

 503,441

 Net cash provided by operating activities

 3,867,619

 77,606

 3,945,225

 As

 Balance sheet as of September 30, 2022

 11,022,242

 ( 127,078

)

 10,895,164

 —

 —

 410,278

 410,278

 14,828,942

 640,459

 15,469,401

 24,891,442

 640,459

 25,531,901

 ( 23,956,249

)

 ( 640,459

)

 ( 24,596,708

)

 ( 23,955,403

)

 ( 640,459

)

 ( 24,595,862

)

 Statement of Operations for the three months ended September 30,
2022

 —

 2,656,763

 2,656,763

 4,751,532

 ( 2,636,272

)

 2,115,260

 ( 4,801,532

)

 ( 20,491

)

 ( 4,822,023

)

 ( 3,474,575

)

 ( 20,491

)

 ( 3,495,066

)

 ( 322,546

)

 ( 1,099

)

 ( 323,645

)

 ( 3,797,121

)

 ( 21,590

)

 ( 3,818,711

)

)

 ( 0.00

)

)

)

 ( 0.00

)

)

 Statement of Operations for the nine months ended September 30, 2022

 —

 7,964,208

 7,964,208

 11,268,122.00

 ( 7,890,534

)

 3,377,588

 ( 11,418,122.00

)

)

 ( 11,491,796

)

 ( 9,665,638.00

)

)

 ( 9,739,312

)

 ( 10,022,897.00

)

)

)

)

 ( 0

)

)

)

 ( 0

)

)

 Statement of Changes in Stockholders' Deficit for nine months ended
September 30, 2022

 ( 10,022,897

)

)

)

 ( 23,956,249

)

 ( 640,459

)

 ( 24,596,708

)

 ( 23,955,403

)

 ( 640,459

)

 ( 24,595,862

)

 Statement of Cash Flows for the nine months ended September 30, 2022

 ( 10,022,897

)

)

)

 10,538,707

 ( 671,469

)

 9,867,238

 —

 Net cash provided by operations

 ( 908,419

)

 ( 387,884

)

 ( 1,296,303

)

 —

 387,884

 387,884

 3,456,700

 387,884

 3,844,584

 F- 14

 As

 Balance sheet as of June 30, 2022

 6,139,538

 441,742

 6,581,280

 —

 —

 143,514

 143,514

 6,891,239

 618,869

 7,510,108

 16,953,739

 618,869

 17,572,608

 Class A common stock subject to possible redemption

 293,282,625

 66,386

 293,349,011

 ( 16,264,430

)

 ( 685,255

)

 ( 16,949,685

)

 ( 16,263,584

)

 ( 685,255

)

 ( 16,948,839

)

 Statement of Operations for the three months ended June 30, 2022

 —

 2,564,737

 2,564,737

 4,652,670

 ( 3,788,076

)

 864,594

 ( 4,702,670

)

 1,223,339

 ( 3,479,331

)

 ( 4,306,674

)

 1,223,339

 ( 3,083,335

)

 ( 34,713

)

 1,099

 ( 33,614

)

 ( 4,342,387

)

 1,225,438

 ( 3,116,949

)

)

 0.04

)

)

 0.04

)

 Statement of Operations for the six months ended June 30, 2022

 —

 5,307,445

 5,307,445

 6,516,590

 ( 5,254,262

)

 1,262,328

 Franchise tax

 —

 ( 6,616,590

)

 ( 53,183

)

 ( 6,669,773

)

 ( 6,191,063

)

 ( 53,183

)

 ( 6,244,246

)

 ( 34,713

)

 1,099

 ( 33,614

)

 ( 6,225,776

)

 ( 52,084

)

)

)

 0.00

)

)

 0.00

)

 Statement of Changes in Stockholders' Deficit for six months ended June 30,
2022

 ( 6,225,776

)

 ( 52,084

)

)

 ( 32,625

)

 ( 66,386

)

 ( 99,011

)

 ( 16,264,430

)

 ( 685,255

)

 ( 16,949,685

)

 ( 16,263,584

)

 ( 685,255

)

 ( 16,948,839

)

 Statement of Cash Flows for the six months ended June 30, 2022

 ( 6,225,776

)

 ( 52,084

)

)

 5,656,004

 ( 102,650

)

 5,553,354

 —

 Net cash provided by operations

 ( 776,463

)

 ( 121,119

)

 ( 897,582

)

 —

 121,120

 121,120

 451,700

 121,120

 572,820

 F- 15

 As

 Balance sheet as of March 31, 2022

 1,701,798

 1,760,763

 3,462,561

 —

 82,544

 82,544

 2,251,798

 1,843,307

 4,095,105

 12,314,298

 1,843,307

 14,157,605

 ( 11,890,418

)

 ( 1,843,307

)

 ( 13,733,725

)

 ( 11,889,572

)

 ( 1,843,307

)

 ( 13,732,879

)

 Statement of Operations for the three months ended March 31, 2022

 —

 2,742,708

 2,742,708

 1,863,920

 ( 1,466,186

)

 397,734

 ( 1,913,920

)

 ( 1,276,522

)

 ( 3,190,442

)

 ( 1,884,389

)

 ( 1,276,522

)

)

 ( 0.05

)

 ( 0.03

)

)

 ( 0.05

)

 ( 0.03

)

)

 Statement of Changes in Stockholders' Deficit for three months ended March 31, 2022

 ( 1,884,389

)

 ( 1,276,522

)

)

 ( 11,890,418

)

 ( 1,843,307

)

 ( 13,733,725

)

 ( 11,889,572

)

 ( 1,843,307

)

 ( 13,732,879

)

 Statement of Cash Flows for the three months ended March 31, 2022

 ( 1,884,389

)

 ( 1,276,522

)

)

 1,218,263

 1,216,372

 2,434,635

 Net cash provided by operations

 ( 586,239

)

 ( 60,149

)

 ( 646,388

)

 —

 60,150

 60,150

 300,000

 60,150

 360,150

 F- 16

 As

 Balance sheet as of December 31, 2021

 483,535

 544,391

 1,027,926

 —

 683,535

 566,785

 1,250,320

 10,746,035

 566,785

 11,312,820

 ( 10,006,029

)

)

)

 ( 10,005,183

)

)

)

 Statement of Operations for the year ended December 31, 2021

 1,191,593

 566,785

 1,758,378

 Franchise tax

 —

 ( 1,391,593

)

)

 ( 1,958,378

)

 ( 1,384,495

)

)

)

)

 ( 0.04

)

)

)

 ( 0.04

)

)

 Statement of Changes in Stockholders' Deficit for the year ended December 31, 2021

 ( 1,384,495

)

)

)

 ( 10,006,209

)

 ( 566,605

)

)

 ( 10,005,183

)

)

)

 Statement of Cash Flows for the year ended December 31, 2021

 ( 1,384,495

)

)

)

 483,535

 544,391

 1,027,926

 Net cash provided by operations

 ( 1,114,081

)

 ( 22,394

)

 ( 1,136,475

)

 —

 294,691,812

 294,714,206

 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and in accordance with rules and regu

 lations of the Securities and Exchange Commission (the "SEC").

 Emerging Growth Company

 The Company is an "emerging growth company," as defined in Section 2(a) of the Securities
Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 F- 17

 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Offering Costs Associated with the Initial Public Offering

 Offering

 costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders' equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs in the aggregate of $ 23,566,497 were charged to stockholders' equity (consisting of deferred underwriting commission of $ 10,062,500, fair value of the representative shares of $ 1,437,500, fair value of shares issued to the anchor investors of the Company's Initial Public Offering of $

 7,677,450, fair value of shares transferred to officers and directors of $

 221,018,

 and other cash offering costs of $ 4,168,029).

 Class A Common Stock Subject to Possible Redemption

 As

discussed in Note 4
, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's Amended and Restated Certificate of Incorporation.

 Income Taxes

 The Company complies with the accounting and reporting requirements of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.

 F- 18

 Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
 to be sustained upon examination by taxing authorities. The Company's management determined United States is the Company's only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021 and no amounts accrued for interest and p
enalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

 Net Loss Per Share

 The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the
 two-class
 method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair
 value.

 The

 calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

 Concentration of Credit Risk

 Financial

 instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000. At December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 Fair Value of Financial Instruments

 The

 fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 Derivative Financial Instruments

 The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". Derivative instruments are initially recorded at fair value on the grant date and re-valued
 at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are

 F- 19

 classified in the balance sheet as current or non-current
 based on whether or not net-cash
 settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company's financial statements.

 Recently Issued Accounting Standards

 Management

 does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial statements.
 Risks and Uncertainties

 Management

 is currently evaluating the impact of the COVID-19
 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company's financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 Inflation Reduction Act of 2022

 On

 August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury Department") has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
 Any

redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company's ability to complete a Business Combination.

 NOTE 4. INITIAL PUBLIC OFFERING

 On

 September 8, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000.

 F- 20

 Each

Unit consists of one share of Class A common stock and one
-half
 of one redeemable warrant ("Public Warrant"). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $ 11.50 per share (see Note 8
).

 As

 of September 8, 2021, the Company incurred offering costs of $
 23,566,497, consisting of deferred underwriting commissions of $
 10,062,500, fair value of the representative shares (as defined in Note 8) of $
 1,437,500, fair value of shares issued to the anchor investors of the Company's Initial Public Offering of $
 7,677,450, fair value of shares transferred to officers and directors of $
 221,018, and other offering costs of $
 4,168,029.
 NOTE 5. PRIVATE PLACEMENT

 Simultaneously

 with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $ 10.00 per Placement Unit (or $

 11,334,840 in the aggregate). The

Sponsor initially transferred $ 13,203,590 to the Trust Account on September 8, 2021. The excess proceeds ($ 1,869,110) over the proceeds of the Private Placement were subsequently transferred back to the Company's operating account and returned to the Sponsor.

 The

 proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial b
usiness c
ombination except to permitted transferees and are entitled to registration rights. If the Company does not complete a b
usiness c
ombination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the "Placement Warrants") will expire worthless.
 NOTE 6. RELATED PARTY TRANSACTIONS

 Class B Common stock

 During

 the year ended December 31, 2021, the Company issued an aggregate of 8,625,000 shares of Class B common stock or Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 in cash. On July 2, 2021, the Sponsor transferred 10,000 Founder Shares to its Chief Financial Officer and 7,500 Founder Shares to each of its independent directors. The Company estimated the fair value of these transferred shares to be $ 221,000. On September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. The number of Founder Shares issued represented 20 % of the Company's issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). All shares and associated amounts have been retroactively restated to reflect the surrender of these shares.
 With

 certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier to occur of: (A) six months after the completion of the Company's initial Business Combination and (B) subsequent to the Company's initial Business Combination, (x) if the reported last sale price of the Company's Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading
 day period commencing at least 150 days after the Company's initial Business Combination, or (y) the date on which

 F- 21

 the

 Company completes a liquidation, merger, capital stock exchange or other similar transaction that
 results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination.

 Administrative Services Arrangement

 An

 affiliate of the Sponsor h
as agreed, commencing from the date when the Company's Registration Statement was declared effective through the earlier of the Company's consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $
 15,000 per month for these services. $
 180,000 and $

 56,000 of
 expense was recorded for the year December 31, 2022, and 2021, respectively.

 $ 176,000 and $ 11,000 was unpaid as of December 31, 2022 and 2021, respectively.

 Related Party Loans

 In

 order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliat e of t
he Sponsor, or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, initially up to $ 1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of $ 10.00 per unit. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. In November 2021, the Sponsor committed to provide loans of up to an aggregate of $ 1,000,000 to the Company through September 8, 2023, which loans will be non-interest
 bearing, unsecured and will be payable upon the consummation of a Business Combination.

 As of December 31, 2022 and December 31, 2021, there were $
 625,700 and $
 0 outstanding under this loan, respectively. See Note 1 1

 for subsequent events related to this note.

 On

May 12, 2022, the Company entered into an amendment (the "Amendment to the Insider Letter") to that certain letter agreement, dated September 2, 2021 ("Insider Letter"), with the Sponsor and the Company's directors, officers or other initial shareholders named therein (the "Insiders"). Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company's officers and directors may make no n-interest
 bearing loans to the Company to finance transaction costs in connection with the Business Combination and that, at the option of the lender, up to $ 1,500,000 of such loans may be convertible into units, at a price of $ 10.00 per unit, upon consummation of the Business Combination. Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into units from $ 1,500,000 to $ 30,000,000. The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of the Company's stockholders to be held to approve the Business Combination. As of December 31, 2022, no such loans were outstanding.

 On

 September
 8, 2022, the Company issued a promissory note (the "Note") in the aggregate principal amount of $ 2,875,000
 to the Sponsor, in connection with the extension of the termination date for the Company's initial Business Combination from September 8, 2022 to December 8, 2022. The Note bears no interest and is

 F- 22

 repayable

 in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and
 (ii) the date that the winding up of the Company is effective
. At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of the Note may be converted into units of the Company (the "Conversion Units") upon consummation of the initial Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($ 10.00), rounded up to the nearest whole number of units. As of December 31, 2022, there was $ 2,875,000 outstanding under this Note.

 Advances — related parties

 During

 2022, the Sponsor paid, on behalf of the Company,

 $
 425,835
 to a vendor for costs incurred by the Company.

 As of December 31, 2022, the Company's obligation to the Sponsor for such payment was outstanding.

 See Note 10 for subsequent events related to this advance.

 During

 2022, a Board member paid, on behalf of the Company, $

 to a vendor for costs incurred by the Company. As of December 31, 2022, the Company's obligation to the Board Member for such payment was outstanding.

 NOTE 7. COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The

holders of the Founder Shares, the holders of representative shares as well as the holder
s of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands

 that the Company register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a "piggy-back" registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a "piggy-back" registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.

 Underwriting Agreement

 The

underwriters purchased the 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
 The

underwriters are entitled to a cash underwriting discount of: (i) one point twenty-five percent ( 1.25 %) of the gross proceeds of the Initial Public Offering, or $ 3,593,750, with the underwriters' over-allotment having been exercised in full; (ii) zero point five percent ( 0.50 %) of the total number of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock. In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 10,062,500 upon closing of the Business Combination. The deferred underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

 F- 23

 Right of First Refusal

 Subject

 to certain conditions, the Company granted the underwriter, for a period of 24 months after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative's sole discretion, for each and every future public and private equity and

debt offering, including all equity linked financings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.

 Legal Matters

 The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA's request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.

 The

 Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company's Board of Directors; communications with and the evaluation of potential targets, including TMTG; communications relating to TMTG; agreements with and payments made to certain advisors; investors, including investor meetings and agreements; the appointment of certain of the Company's officers and directors; policies and procedures relating to trading; and documents sufficient to identify banking, telephone, and email addresses; the Company's due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG; and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company's underwriter and financial advisor in its Initial Public Offering). According to the SEC's request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security. Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company's business, damage to its reputation and other sanctions against it, including restrictions on its activities. See Note 11 – Subsequent Events.

 The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4 relating to the Transactions with TMTG, and a further subpoena in support thereof. This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company's underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4. Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company's business, damage to its reputation and other sanctions against it. In addition, the Section 8(e) order of examination of the Form S-4 can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions. See Note 11 – Subsequent Events.

 In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to

 F- 2

 the Company's S-1 filings, communications with or about multiple individuals, and information regarding Rocket One Capital. The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG. The Company has also been informed that on June
30, 2022, TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to the Company and its directors. Certain current and former TMTG personnel have also recently received individual grand jury subpoenas.

 These subpoenas, and the underlying investigations by the SEC and the U.S. Department of Justice, can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions
.

 Directors' and Officers' Insurance Policy

 The

 coverage under the D&O policy is $

 2.5 million in excess of a $

 5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Due to the early stage of this matter, there can be no assurance that the Company will be successful in recouping costs from the insurance company under its D&O policy.

 See Note 11 – Subsequent Events.

 The

 Company is subject to litigation, disputes and claims in the normal course of its business.

 Except as noted above, the Company is

 not

 aware of any matters which could be material to the financial statements.

 NOTE 8. STOCKHOLDERS' DEFICIT

 Preferred Stock

— The
 Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company's Board of Directors. At December 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.
 Class

 A Common Stock

— The Company
 is authorized to issue 200,000,000 shares of Class A common stock with a par value of $ 0.0001 per share. Holders of the Company's Class A common stock are entitled to one vote for each share. On September 8, 2021, the Company issued 143,750 shares of Class A common stock ("representative shares") to the underwriter. The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders' equity, at an estimated fair value of $ 1,437,500. At December 31, 2022 and December 31, 2021, there were 28,744,342 and 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent equity. At December 31, 2022 and December 31, 2021, there were 1,277,234 shares of Class A common stock included in stockholders' deficit.
 Class

 B Common Stock

— The Company
 is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share. Holders of the Company's Class B common stock are entitled to one vote for each share. On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration. At December 31, 2022 and December 31, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers. The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20 % of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and

 F- 25

 excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one

 basis, subject to certain adjustments.

 Warrants

— The
warrants will become exercisable 30 days after the consummation of a Business Combination. The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

 The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

 Once the warrants become exercisable, the Company may redeem the warrants:

 •

 in whole and not in part;

 •

 at a price of $ 0.01 per warrant;

 •

 at any time after the warrants become exercisable;

 •

 upon not less than 30 days' prior written notice of redemption to each warrant holder;

 •

 if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as
 adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30 -trading
 day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

 •

 if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

 If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less

 than $ 9.20 per share of Class A common stock (with such issue price or effective

 F- 26

 DIGITAL
 WORLD ACQUISITION CORP.

 issue

 price to be determined in good faith by the Company's board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price, and the

$ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

 The Private Warrants
, as well as a n
y warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of
 the Company's initial
 Business Combination and will be entitled to registration rights.

 NOTE 9. TAXES

 The Company's net deferred tax assets are as follows:

 December 31,
2022

 December
31, 2021

 Deferred tax assets:

 Net operating losses

 $

 —

 $

 48,891

 Start-up costs

 5,190,046

 445,661

 Total deferred tax assets

 5,190,046

 494,552

 Valuation Allowance

 ( 5,190,046

)

 ( 494,552

)

 Deferred tax asset, net of allowance

 $

 —

 $

 —

 Below is breakdown of the income tax provision.

 For the Year Ended
December 31, 2022

 For the Year Ended
December 31, 2021

 Federal

 Current

 $

 ( 3,078,967

)

 $

 ( 409,769

)

 Deferred

 —

 —

 State and local

 Current

 ( 637,053

)

 ( 84,783

)

 Deferred

 —

 —

 Change in valuation allowance

 4,695,494

 494,552

 Income tax provision

 $

 $

 —

 F- 27

 As

 of December 31, 2022 and 2021, the Company had $
 0 and $ 192,902 of U.S. federal and state operating loss carryovers that do not expire and are available to offset future taxable income.
 In assessing the r e
alization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $ 4,695,494 and $ 494,552,

 respectively.

 A

reconciliation of the federal income tax rate to the Company's effective tax rate is as follows:

 For the Year Ended

 December 31, 2022

 For the Year Ended

 December 31, 2021

 Federal income taxes at 21 %

 21.00

 %

 21.00

 %

 State tax, net of Federal benefit

 4.35

 %

 4.35

 %

 Change in valuation allowance

 ( 32.03

)%

 ( 25.35

)%

 Provision for income tax

 ( 6.68

)%

 —

 The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2022 and 2021, due to the
 change in the

 valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company's tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction.

 Note 10 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

 As

 further described in Note 2, the previously reported financial information for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 have been restated. Relevant restated financial information for the first, second and third quarters of 2022 is included in this Annual Report on Form 10-K/A in the tables that follow. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. See Note 2 for additional information.

 F- 28

 BALANCE SHEETS

 As Restated

 September 30,
2022

 June 30,
2022

 March 31,
2022

 ASSETS

 Current assets

 Cash

 $

 1,012

 $

 2,969

 $

 41,493

 Prepaid assets

 227,768

 240,972

 240,972

 Total Current Assets

 228,780

 243,941

 282,465

 Prepaid assets

 —

 46,214

 105,632

 Investments held in Trust Account

 297,884,582

 293,682,625

 293,286,629

 TOTAL ASSETS

 $

 298,113,362

 $

 293,972,780

 $

 293,674,726

 LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 Current liabilities

 $

 10,895,164

 $

 6,581,280

 $

 3,462,561

 Note payable – Sponsor

 2,875,000

 —

 —

 Income taxes payable

 —

 Franchise tax payable

 350,000

 300,000

 250,000

 Working capital loans

 581,700

 451,700

 300,000

 Advances – related parties

 410,278

 143,514

 82,544

 Total Current Liabilities

 15,469,401

 7,10,108

 4,095,105

 Deferred underwriting fee payable

 TOTAL LIABILITIES

 25,531,901

 17,572,608

 14,157,605

 Commitments and Contingencies

 Class A common stock subject to possible redemption, $ 0.001
par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($ 10.34, $

 10.20 and $

 10.20

 per share)

 297,177,323

 293,349,011

 293,250,000

 Stockholders' Deficit

 Preferred stock, $ 0.0001
par value; 1,000,000 shares authorized; none issued and outstanding

 Class A common stock, $ 0.0001
par value; 200,000,000 shares authorized; 1,277,234 issued and outstanding, excluding 28,750,000 shares subject to redemption

 Class B common stock, $ 0.0001
par value; 10,000,000 shares authorized; 7,187,500 issued and outstanding

 Additional paid-in
 capital

 —

 —

 —

 ( 24,596,708

)

 ( 16,949,685

)

 ( 13,733,725

)

 ( 24,595,862

)

 ( 16,948,839

)

 ( 13,732,879

)

 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT

 $

 298,113,362

 $

 293,972,780

 $

 293,674,726

 F- 29

 DIGITAL WORLD ACQUISITION CORP
.

 NOTES TO FINANCIAL S
TATEMENT S

 DIGITAL WORLD ACQUISITION COR P
.

 STATEMENTS OF OPERATIONS

 As Restated

 Three Months
Ended
March 31,
2022

 Three Months
Ended
June 30,
2022

 Six Months
Ended
June 30,
2022

 Three Months
Ended
September 30,
2022

 Nine Months
Ended
September 30,
2022

 397,734

 864,594

 1,262,328

 2,115,260

 3,527,588

 2,742,708

 2,564,737

 5,307,445

 2,656,763

 7,964,208

 Franchise tax expense

 50,000

 50,000

 50,000

 150,000

 Loss from operating costs

 3,190,442

 3,479,331

 6,669,773

 4,822,023

 11,491,796

 Other income and expenses:

 Interest earned on investments held in Trust Account

 29,531

 395,996

 425,527

 1,326,957

 1,752,484

)

 ( 3,083,335

)

 ( 6,244,246

)

 ( 3,495,066

)

 (9,739.312

)

 —

 ( 33,614

)

 ( 33,614

)

 ( 323,645

)

 ( 357,259

)

 $

)

 $

 ( 3,116,949

)

 $

)

 $

 ( 2,618,711

)

 $

)

 Weighted average shares outstanding of Class A common stock

 Weighted average shares outstanding of Class B common stock

 $

)

 $

)

 $

)

 $

)

 $

)

 $

)

 $

)

 $

)

 $

)

 $

)

 F- 30

 DIGITAL WORLD ACQUISITION C
OR P
.

 STATEMENTS OF CHANGES IN STOCKHOLDERS' D E
FICI T

 As Restated

 Class A Common
Stock

 Class B Common
Stock

 Additional
 Paid-In

Capital

 Accumulated

 Total
Stockholders'

 Balance – December 31, 2021

 $

 $

 $

 —

 $

)

 $

)

 —

 —

 —

 —

 —

)

)

 Balance – March 31, 2022

 —

 ( 13,33,725

)

 ( 13,732,879

)

 ( 3,116,949

)

 ( 3,116,949

)

 ( 99,011

)

 ( 99,011

)

 Balance – June 30, 2022

 —

 ( 16,949,685

)

 ( 16,948,839

)

 —

 —

 —

 —

 —

 ( 2,618,711

)

 ( 2,618,711

)

 —

 —

 —

 —

 —

 ( 953,312

)

 ( 953,312

)

 Contribution

 —

 —

 —

 —

 —

)

)

 Balance – September 30, 2022

 —

 ( 24,596,708

)

 ( 24,595,862

)

 —

 —

 —

 —

 —

 ( 5,545,977

)

 ( 5,545,977

)

 —

 —

 —

 —

 —

 ( 1,832,769

)

 ( 1,832,769

)

 Balance – December 31, 2022

 $

 $

 $

 —

 $

)

 $

)

 F- 31

 As Restated

 Three Months
Ended
March 31,
2022

 Six Months
Ended
June 30,
2022

 Nine Months
Ended
September 30,
2022

 Cash flows from operating activities:

 $

)

 $

)

 $

)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Interest earned on cash and marketable securities held in the Trust Account

 ( 29,531

)

 ( 425,527

)

 ( 1,752,484

)

 Changes in assets and liabilities:

 2,434,635

 5,553,354

 9,867,238

 Income taxes payable

 —

 Prepaid insurance

 59,419

 118,837

 178,255

 Franchise tax payable

 50,000

 150,000

 Net cash used in operating activities

 ( 646,388

)

 ( 897,582

)

 ( 646,3880

)

 Cash flows from investing activities:

 Cash deposited into Trust Account

 —

 —

)

 Net cash used in investing activities

 —

 —

)

 Cash flows from financing activities:

 Proceeds from working capital loan

 300,000

 451,700

 581,700

 Proceeds from advances – related parties

 60,150

 121,120

 387,884

 Proceeds from Sponsor note

 —

 —

 2,875,000

 360,150

 572,820

 3,844,584

 Net change in cash

 ( 286,238

)

 ( 324,762

)

 ( 326,719

)

 Cash at beginning of period

 Cash at end of period

 $

 41,493

 $

 2,969

 $

 1,012

 Non-cash
 investing and financing activities:

 Remeasurement of Class A common stock

 $

 —

 $

 99,011

 $

 3,28,312

 NOTE 11. SUBSEQUENT EVENTS

 In accordance with ASC Topic 855, "Subse quent Eve
nts", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below.

 On April 5, 2023, Company entered

 into

 an Administrative Support Agreement with Renatus LLC ("Renatus"), an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Com p
any agrees to pay Renatus a monthly fee of $

 15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company's

 liquidation.

 On

 April 21, 2023, the Company issued two promissory notes (one for $

 625,700 and the other for $ 500,000) in the aggregate principal amount of $

 1,125,700 to the Sponsor to pay costs and expenses in connection

 with

 F- 32

 completing

 a Business Combination. Each of the two notes bears

 no interest and is

 repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of each note may be converted into units of the Company (the "Conversion Units") immediately prior to the consummation of the Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($

 10.00

), rounded up to the nearest whole num

 ber of units.

 The above promissory note for $ 625,700 replaces
 the working capital loan for the same amount. See Note 5.
 The above promissory note for $ 500,000 replaces
 the advance – related party for $ 425,835. There was no change to the amount outstanding. See Note 5.
 On June 2, 2023, the Company, issued a promissory note in the aggregate principal amount of $

 2,000,000 (the "$2 Million Note") to Renatus, of which Eric Swider, Interim Chief Executive Officer and Director of the Company, is a founder and partner and another promissory note in the aggregate principal amount of $

 10,000,000

 (the "$10 Million Note," together with the $2 Million Note, the "Notes") to Renatus. The proceeds of the Notes will be used to pay costs and expenses in connection with completing the Business Combination.

 Each of the Notes bears

 no interest and is

 repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Renatus and upon the approval of the Company's stockholders and the approval of the requisite number of institutional investors, with which the Company entered into certain securities purchase agreements on December 4, 2021, up to the full amounts payable under the Notes may be converted into units of the Company (the "Conversion Units") at any time on or prior to the applicable maturity date of the Notes with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the respective Note being converted divided by (y) the conversion price of ten dollars ($

 10.00

), rounded up to the nearest whole number of units.

 The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 As of October 24, 2023, approximately $

 1.2

 million had been borrowed by the Company.

 SEC Settlement

 On July 3, 2023, the Company reached an agreement in principle (the "Settlement in Principle") in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC.

 On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the "Order") finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World's IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $
 18 million to the SEC promptly after the closing of any mer
ger or a comparable business combination or transaction, whether with TMTG or any other entity.

 F- 33

 Notice of delisting

 On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because it had not yet filed its Quarterly Report on Form 10-Q
 for the quarter ended March 31, 2023 (the "Q1 Form 10-Q")
 with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC.

 Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before November 20, 2023, the Company must file its amended Annual Report on Form 10-K
 for the year ended December 31, 2022 and its Q1 Form 10-Q,
 as required by the Rule. In the event the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company's securities will be delisted. At that time, the Company may appeal Nasdaq's determination to a Hearings Panel.

 On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company is not in compliance with the Rule because it has not yet filed its Quarterly Report on Form 10-Q
 for the period ended June 30, 2023 (the "Second Quarter Form 10-Q")
 with the SEC. The Company has submitted to Nasdaq an updated compliance plan.

 Change in Trust Assets

 On

 August 25, 2023, the Company instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. As of the date hereof, interest earned on cash held in the trust account is approximately

 4.50

 % per annum.

 Amendments to Merger Agreement

 On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the "Second Amendment"). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement's "Outside Date" to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company's anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company's current report on Form 8-K filed with the SEC on August 9, 2023.

 On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the "Third Amendment"). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company's anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Third Amendment, please see the Company's current report on Form 8-K filed with the SEC on September 29, 2023.

 The foregoing references and description of the Second and Third Amendments and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreements (as amended), copies of which are filed as Exhibits 10.1 with the Company's Current Reports on Form 8-K filed on August 9, 2023 and September 29, 2023, respectively.

 Extension of Date to Complete Business Combination

 On September 6, 2023, the Company filed an amendment to the Company's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Extension Amendment").

 F- 34

 The Extension Amendment extends, upon the approval by the Corporation's board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board.

 PIPE terminations

 As

 of October 24, 2023, the Company had received termination notices from PIPE Investors representing approximately $

 191,500,000 of the PIPE. As a result, together with previously reported terminations, approximately $

 467,000,000

 of the PIPE has been cancelled.

 Extension and redemption

 On

 September 5, 2023, the Company held a special meeting of stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Extension Amendment extending, upon the approval by the Corporation's board of directors, the date by which the Company has to consummate an initial business combination up to

 four
 times, each by an additional

 three months, for an aggregate of

 12 additional months (i.e. from

 September 8, 2023 up to

 September 8, 2024

) or such earlier date as determined by the Board (the "Extension Amendment Proposal").

 In connection with the Meeting, stockholders holding

 28,745 shares of the Company's Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company's trust account. As a result, we expect that approximately $

 294,349 (approximately $

 10.24

 per share) will be removed from the Company's trust account to pay such holders, which amount is subject to final adjustments by the trustee.

 Trust withdrawal for taxes

 In

 September 2023, the Company withdrew approximately $

 2.4

 million from the Trust to pay taxes.

 Directors' and Officers' Insurance Policy

 As

 of October 24, 2023, the insurance company has advanced approximately $

 1.2

 million to certain individuals and entities.

 Legal Matter

 On October 20, 2023, Robert Lowinger (the "Plaintiff") filed a complaint against Rocket One Capital, LLC ("Rocket One"), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month
 period from the date of their purchases, both Mr. Garelick and Rocket One sold securities in the Company and realized profits from those sales. Additionally, the Plaintiff alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One's purchases and sales of the Company's securities. According to the Plaintiff, under Section 16(b) of the Exchange Act (15 U.S.C. §78p(b)), Rocket One, Mr. Shvartsman, and Mr. Garelick are each required to disgorge certain trading profits to the Company. As of the date of this report, the Company has not filed a response to the complaint. The case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243

 (S.D.N.Y. Oct. 20, 2023).

 F- 3

 EXHIBIT INDEX

 Exhibit
 No.

 Description

 2.1

 Agreement and Plan of Merger, dated as of October 20, 2021, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative. (5) +

 2.2

 First Amendment to Agreement and Plan of Merger, dated as of May 11, 2022, by and among the Company, Merger Sub, Company Representative, TMTG and TMTG Representative. (8)

 3.1

 Amended and Restated Certificate of Incorporation. (4)

 3.2

 Amendment to the Amended and Restated Certificate of Incorporation (9)

 3.2

 By Laws. (1)

 3.3

 Form of Certificate of Designation of Preferred Stock. (6)

 4.1

 Specimen Unit Certificate. (2)

 4.2

 Specimen Class A Common Stock Certificate. (2)

 4.3

 Specimen Warrant Certificate. (2)

 4.4

 Warrant Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (4)

 4.5

 Description of Registered Securities. (7)

 10.1

 Letter Agreement among DWAC, its officers, directors and ARC Global Investments II LLC. (4)

 10.2

 Amended and Restated Promissory Note, dated August 20, 2021, issued to ARC Global Investments II LLC. (3)

 10.3

 Investment Management Trust Agreement, dated September 2, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (4)

 10.4

 Registration Rights Agreement, dated September 2, 2021, by and among the Company and certain security holders. (4)

 10.5

 Securities Subscription Agreement, dated January 20, 2021, between the Company and ARC Global Investments II LLC. (1)

 10.6

 Unit Subscription Agreement, dated September 2, 2021, between the Company and ARC Global Investments II LLC. (4)

 10.7

 Administrative Support Agreement by and between the Company and Benessere Enterprises Inc. (4)

 10.8

 Form of Voting Agreement. (5)

 10.9

 Form of Lock-Up Agreement. (5)

 10.10

 Form of Securities Purchase Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein. (6)

 10.11

 Form of Registration Rights Agreement, dated as of December 4, 2021, by and between the Company and the investors named therein. (6)

 10.12

 Amendment to Letter Agreement, dated May 12, 2022, among the Registrant and our officers, directors and ARC Global Investments II LLC. (8)

 10.13

 Form of Indemnity Agreement. (2)

 10.14

 Promissory Note to ARC Global Investments II LLC dated as of September 8, 2022. (10)

 10.15

 Administrative Services Agreement, dated as of April 5, 2023, by and between the Company and Renatus LLC. (11)

 10.16

 Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023. (12)

 10.17

 Promissory Note to ARC Global Investments II LLC, dated as of April 21, 2023. (12)

 Exhibit
 No.

 Description

 Form of Code of Ethics. (2)

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of the Principal Financial Officer Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 99.1

 Audit Committee Charter. (2)

 99.2

 Compensation Committee Charter. (2)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 **

 Furnished herewith.

 +

 Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). DWAC agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 (1)

 Incorporated herein by reference to the Company's Registration Statement on Form S-1 (File No. 333-256472), filed with the SEC on May 26, 2021.

 (2)

 Incorporated herein by reference to Amendment No. 2 to the Company's Registration Statement on Form S-1/A (File No. 333-256472), filed with the SEC on July 26, 2021.

 (3)

 Incorporated herein by reference to Amendment No. 4 to the Company's Registration Statement on Form S-1/A (File No. 333-256472), filed with the SEC on August 20, 2021.

 (4)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on September 9, 2021.

 (5)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 26, 2021.

 (6)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on December 6, 2021.

 (7)

 Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on April 13, 2022.

 (8)

 Incorporated by reference to the Company's Registration Statement on Form S-4, filed with the SEC on May 16, 2022.

 (9)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on November 30, 2022.

 (10)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on September 9, 2022.

 (11)

 Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on April 13, 2023.

 (12)

 Incorporated herein by reference to the Company's Annual Report on Form 10-K, filed with the SEC on April 26, 2023.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 DATE: January 9, 2024

 By:

 /s/ Eric Swider

 Name:

 Eric Swider

 Title:

 Chief Executive Officer and Director (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Eric Swider
 Eric Swider

 Chief Executive Officer
 (Principal Executive Officer)

 /s/ Katherine Chiles
 Katherine Chiles

 Chief Financial Officer
 (Principal Financial and Accounting Officer)

 /s/ Alexander Cano
 Alexander Cano

 President and Secretary

 /s/ Frank Andrews
 Frank Andrews

 Non-Executive Chairman and Director

 /s/ Edward Preble
 Edward Preble

 Director

 /s/ Jeffrey Smith
 Jeffrey Smith

 Director