In re DIGITAL WORLD

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11213 / July 20, 2023 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 97958 / July 20, 2023 
 
ADMINISTRATIVE PROCEEDING 
File No.  3-21534 
 
In the Matter of 
 
DIGITAL WORLD 
ACQUISITION CORP.,  
 
Respondent. 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 8A OF THE SECURITIES ACT 
OF 1933 AND SECTION 21C OF THE 
SECURITIES EXCHANGE ACT OF 1934, 
MAKING FINDINGS, AND IMPOSING A 
CEASE-AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 
of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”), against Digital World Acquisition Corp. (“DWAC” or “Respondent”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over it and the subject matter of these proceedings and consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 
1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 
Cease-and-Desist Order (“Order”), as set forth below. 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

 2 
 
Summary 
 
1. This matter concerns materially false and misleading statements and omissions by 
DWAC, a special purpose acquisition company (“SPAC”) that in October 2021 announced an 
agreement to merge with Trump Media & Technology Group Corp. (“TMTG”), a social media 
company.  In an amended Form S-1 filed with the Commission in support of its initial public 
offering (“IPO”) in early September 2021, DWAC stated that neither DWAC nor its officers and 
directors had had any discussions with any potential target companies prior to the IPO.  In a Form 
S-4 filed with the Commission following the announcement of the proposed merger with TMTG, 
DWAC mischaracterized and omitted information about the history of its interactions with TMTG. 
 
2. DWAC’s filings were materially false and misleading.  Dating back to February 
2021, an individual who would later become DWAC’s Chief Executive Officer (“CEO”) and 
Chairman (“Individual A”), and others involved with DWAC, had extensive discussions with 
TMTG.  While Individual A initially pursued these discussions with TMTG on behalf of another 
SPAC that he also controlled (“SPAC A”), Individual A created a plan in the spring and summer of 
2021 to potentially use DWAC to pursue a merger with TMTG. 
 
3. DWAC also failed to disclose that Individual A had a potential conflict of interest 
stemming from a Letter of Intent (“LOI”) that SPAC A had entered into with TMTG in June 2021.  
This agreement made Individual A personally liable to pay a $1 million break-up fee if SPAC A or 
another substitute entity did not complete a merger with TMTG.  DWAC failed to disclose this 
potential conflict of interest in any of the documents filed with the Commission and never 
otherwise disclosed this information to the public. 
 
Respondent 
 
4. DWAC, a Delaware corporation based in Miami, Florida, is a SPAC.  DWAC has 
no operations of its own and exists for the purpose of merging with a privately held company with 
the effect of taking that company public.  On September 8, 2021, DWAC completed an IPO of 
28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5 million, which 
are held in trust for the benefit of shareholders until completion of a business combination.  The 
funds held in trust will be returned to shareholders if a business combination is not consummated.  
DWAC has securities that trade on the Nasdaq Global Market under the symbols DWACU, 
DWACW and DWAC.
2
   Each of these securities is registered under Section 12(b) of the Exchange 
Act. 
 
 
 
2
  DWACU is the symbol for units consisting of one share of Class A DWAC common 
stock and one half of one redeemable warrant.  DWACW is the symbol for redeemable 
warrants exercisable for one share of Class A DWAC common stock.  DWAC is the 
symbol for Class A DWAC common stock. 
 

 3 
Other Relevant Individuals and Entities 
 
5. DWAC Sponsor, a Delaware corporation based in Miami, Florida, is the sponsor 
of DWAC.  DWAC Sponsor initially invested $25,000 in DWAC in exchange for 8,625,000 Class 
B shares of DWAC.
3
  At the time of DWAC’s IPO, DWAC Sponsor invested an additional 
$11,334,840 in exchange for 1,133,484 restricted DWAC units.  DWAC Sponsor’s investments 
fund DWAC’s operations and will not be returned to DWAC Sponsor if a business combination is 
not consummated. 
 
6. Individual A, a resident of Miami, Florida, was the CEO and Chairman of DWAC.  
Individual A owns a significant percentage of, and is the managing member of, DWAC Sponsor.  
Individual A also was the CEO and Chairman of SPAC A and the managing member of SPAC A’s 
sponsor. 
 
7. SPAC A, a Delaware corporation based in Miami, Florida, was a SPAC controlled 
by Individual A.  In October 2022, SPAC A issued a press release announcing it was dissolving, 
would liquidate its trust account, and would return the funds held in trust to investors. 
 
8. TMTG, a Delaware corporation with its principal place of business in Sarasota, 
Florida, operates a social media platform.  On October 20, 2021, DWAC and TMTG entered into a 
definitive merger agreement, which was amended on May 11, 2022. 
 
9. Investment Bank is a Shanghai, China-based investment bank that describes itself 
as a leading advisor in the SPAC market in the United States.  Investment Bank was a financial 
advisor to DWAC and SPAC A and had ownership interests in DWAC Sponsor and SPAC A’s 
sponsor. 
 
Facts 
 
Background 
 
10. A SPAC is a company with no underlying business operations that is formed to 
raise capital through an IPO for the purpose of using the proceeds to acquire an unidentified private 
operating company at a later date but within a specified period of time (typically two years). 
 
11. Following its IPO, a SPAC will seek to identify acquisition candidates and attempt 
to complete a business combination transaction after which the company will continue the 
operations of the acquired company as a public company.  Investors in a SPAC at the IPO stage 
therefore are relying on the management team that formed the SPAC
4
 to expend efforts after the 
IPO to identify and look to acquire or combine with a private operating company.   
 
3
  This quantity of shares reflects a three-for-one stock split effected on July 1, 2021. 
 
4
   A SPAC sponsor is the entity and/or persons primarily responsible for establishing the 
SPAC, which is thereafter managed by a board of directors and management. 

 4 
 
12. Given that the purpose of a SPAC is to identify and acquire an operating business 
after conducting its IPO, steps a SPAC has taken in furtherance of a particular acquisition would be 
material to a reasonable SPAC investor, who would want to know about the SPAC’s prospects 
with future acquisition targets.  Disclosures made in a SPAC’s IPO – including as it relates to any 
pre-IPO discussions or negotiations with future acquisition targets or concerning potential business 
combinations – need to be clear and accurate, and cannot be materially false or misleading.   
 
13. In addition, the economic interests of the sponsors and the directors, officers, and 
affiliates of a SPAC often differ from the economic interests of public shareholders, which may 
lead to conflicts of interests as they evaluate and decide whether to recommend business 
combination transactions to shareholders.  Clear and accurate disclosure regarding these potential 
conflicts of interest and the nature of the sponsors’, directors’, officers’ and affiliates’ economic 
interests in the SPAC is particularly important because these parties are generally responsible for 
negotiating the SPAC’s post-IPO business combination transaction. 
 
14. The SPAC sponsor typically is compensated through its ability to buy the SPAC’s 
securities at a discount at or around the time of the SPAC’s formation.  Sponsors also frequently 
buy additional securities (usually units or warrants) at the time of the IPO.  Unlike securities 
bought by investors in a SPAC IPO, the securities purchased by a sponsor are not redeemable for 
cash in the event the SPAC fails to complete a business transaction, and the sponsor’s securities 
usually have restrictions that prevent resale until after completion of a SPAC’s business 
combination. 
 
Individual A’s Initial Interactions with TMTG 
 
15. In mid-February 2021, a representative of TMTG approached Individual A 
regarding a potential deal between SPAC A and TMTG.  Shortly after that initial contact, SPAC A 
and TMTG signed a non-exclusive LOI to explore a potential merger between the two companies 
which, after being extended, lasted through April 5, 2021.  As that LOI neared expiration, TMTG 
and SPAC A discussed entering into a mutually exclusive LOI.  Two directors and one officer of 
SPAC A opposed pursuing a merger with TMTG, and SPAC A ultimately did not sign that 
exclusive LOI. 
 
16. On or about April 8, 2021, Individual A began exploring two plans to pursue a 
merger with TMTG, “Plan A” and “Plan B.”  “Plan A” referred to continued efforts to find a way 
for SPAC A to merge with TMTG.  For example, Individual A discussed options to replace the 
SPAC A officials who were opposed to a transaction with TMTG.  “Plan B” referred to Individual 
A’s attempt to identify an alternative SPAC to pursue a merger with TMTG.  Individual A 
considered several SPACs that could be used for “Plan B,” and Individual A started raising capital 
from investors to purchase an ownership interest in the sponsor of one of those SPACs.  By April 
9, 2021, a representative of Investment Bank wrote an email to Individual A stating: “DWAC 
could be a solution for [TMTG].”  At the time, Investment Bank had a majority interest in DWAC 
Sponsor, and Individual A had no ownership interest in DWAC Sponsor or role with DWAC. 
 

 5 
17. On April 14, 2021, Individual A met with representatives of TMTG.  During the 
meeting, Individual A suggested to TMTG’s representatives that if SPAC A could not pursue a 
merger with TMTG there could be a Plan B, i.e., that Individual A would try to identify another 
vehicle to potentially pursue a merger with TMTG.   
 
18. On April 18, 2021, a representative of Investment Bank sent a message to 
Individual A and wrote: “We do [TMTG] one way or other.  Now let’s sign up [TMTG].  That’s 
the way to get the most $$$.  Anyhow, we’ll figure it out.  Opciones hay.”
5
  Individual A 
responded: “Yes.  Done this week.” 
 
Individual A Took Control of DWAC and Resumed Merger Discussions with TMTG 
 
19. On or about April 24, 2021, Individual A learned that there was an opportunity for 
him to obtain substantial control over DWAC.  A few days later, Individual A signed a LOI with 
Investment Bank under which he would obtain 90% ownership of DWAC Sponsor.  Individual A 
met with TMTG’s representatives the next day and continued discussions with TMTG about a 
potential merger shortly thereafter. 
 
20. On May 14, 2021, Investment Bank and Individual A executed several agreements 
by which Investment Bank transferred a 90% ownership interest in DWAC Sponsor to Individual 
A.  Individual A was appointed CEO and Chairman of DWAC around this same time.  These two 
actions gave Individual A effective control over DWAC. 
 
21. On the night of May 25, 2021, DWAC filed a Form S-1 (the “Form S-1”).  The 
Form S-1 was signed by Individual A and included two additional nominee directors to DWAC’s 
Board.  Both of those new DWAC directors were also SPAC A directors who were supportive of a 
transaction between SPAC A and TMTG.  This Form S-1 also identified a DWAC officer, who 
had been involved in some preliminary discussions about TMTG in connection with SPAC A prior 
to being named a DWAC officer.  The SPAC A directors and officer who opposed a transaction 
with TMTG did not assume any role with DWAC.  
 
22. The Form S-1 contained several statements about the state of discussions between 
DWAC and potential targets.  For example, it included the following statement: 
 
 We have not selected any specific business combination target and we have 
not, nor has anyone on our behalf, engaged in any substantive discussions, 
directly or indirectly, with any business combination target with respect to an 
initial business combination with us. 
 
The June 4 LOI and Break-Up Fee Clause 
 
23. By at least June 1, 2021, Individual A made plans with TMTG to sign a unilaterally 
exclusive LOI between SPAC A and TMTG on June 4, 2021.  At that time, the SPAC A officer 
 
5
  In Spanish, “Opciones hay” translates to “There are options.” 
 

 6 
and two SPAC A directors that opposed pursuing a transaction with TMTG had not dropped their 
opposition to such a transaction. 
 
24. On June 1, 2021, Individual A communicated with an individual who was a director 
of both SPAC A and DWAC and who planned to attend the LOI signing event and wrote: “I want 
[TMTG] to meet the [SPAC A] AND DWAC team.” 
 
25. On June 4, 2021, SPAC A, TMTG, and Individual A (in his personal capacity and 
on behalf of SPAC A) signed a LOI (the “June 4 LOI”) expressing intent to pursue a merger 
between SPAC A and TMTG.  The June 4 LOI included a break-up fee clause under which 
Individual A would be personally liable to pay a $1 million break-up fee if SPAC A and TMTG 
did not enter an acquisition agreement by August 6, 2021 (the “Break-Up Fee Clause”).  The 
Break-Up Fee Clause had several conditions that would result in Individual A owing no break-up 
fee.  One of those conditions was that Individual A would owe no break-up fee if he “should 
propose to [TMTG] an alternative special purpose acquisition corporation with combination terms 
that are acceptable to [TMTG] (in its sole and absolute discretion) and such terms are ultimately 
accepted by [TMTG].”  The parties signed several extensions to the June 4 LOI over the summer 
of 2021, the last extension of which was signed on or about August 27, 2021.  The extensions 
collectively extended the trigger date for the Break-Up Fee Clause from August 6, 2021 to October 
2, 2021. 
 
26. The Break-Up Fee Clause created a potential conflict of interest for Individual A in 
that it put him at personal financial risk if he did not find a way complete a merger with TMTG. 
 
Individual A Contemplated a DWAC Merger with TMTG 
 
27. Within days of signing the June 4 LOI, Individual A communicated with various 
people regarding his desire to use DWAC as the vehicle to complete a merger with TMTG.  For 
example, on June 7, 2021, Individual A received a text in which an individual who was a director 
for both SPAC A and DWAC wrote: “I still don’t know why you are switching it out of [SPAC A] 
other than you will make more money.  I think using [SPAC A] to grab the deal knowing you are 
going to move it is very problematic.”  Individual A responded: “DWAC is better and will make 
the project clear [sic] more successful.” 
 
28. On June 8, 2021, Individual A exchanged additional messages with representatives 
of Investment Bank.  Individual A sent a picture from the June 4 LOI signing event and wrote: 
“You have no idea!!  I worked thousands of hours to get this,” and “It’s ours wherever we want.  
Let’s make it DWAC.” 
 
29. On June 9, 2021, Individual A emailed a DWAC representative a financial analysis 
that modeled the value of DWAC Sponsor’s shares of DWAC if DWAC were to merge with 
TMTG. 
 

 7 
30. By contrast, Individual A’s communications with Investment Bank regarding 
SPAC A during the summer of 2021 predominantly related to SPAC A’s evaluation of other 
targets. 
 
Discussions with TMTG 
 
31. Individual A told at least one TMTG representative during the summer of 2021 of 
the possibility of using DWAC as the vehicle to complete a merger with TMTG. 
 
32. During the same time period, Individual A raised funds from numerous individuals 
who made investments in DWAC Sponsor.  Individual A informed some of those investors that 
DWAC viewed TMTG as one potential merger target and a very promising opportunity. 
 
33. On July 8, 2021, DWAC filed an amended Form S-1 increasing its planned offering 
from $100 million to $300 million and announcing three additional directors.  One of those 
directors had been involved with Individual A in discussions with TMTG since discussions 
between SPAC A and TMTG began in February 2021. 
 
34. Individual A travelled to TMTG’s offices on July 8 and spent the entire day there.   
After Individual A left, a representative of TMTG sent a message to Individual A stating: “Today 
was a big day for [TMTG] and a huge step for our team to be able to meet and spend time with 
you.  Thank you so much for making the trip.”   
 
35. On August 28, 2021, Individual A received a text from a DWAC representative that 
stated: “Talked to [TMTG’s outside counsel].  TMTG wants to announce soon so if it’s plan B, 
they’re going to push hard for relative immediate announcement.  I told them we’d need a month.  
Probably gonna settle at 2-3 weeks.” 
 
DWAC’s IPO 
 
36. On August 31, 2021, three days prior to the commencement of its IPO, DWAC 
filed another amended Form S-1 (the “Final Form S-1”) signed by Individual A.  The Final Form 
S-1 contained several statements about discussions between DWAC and potential targets, 
including the following statement: 
 
To date, our efforts have been limited to organizational activities as well as 
activities related to this offering.  We have not selected any specific business 
combination target and we have not, nor has anyone on our behalf, engaged 
in  any  substantive  discussions,  directly  or  indirectly,  with  any  business 
combination target with respect to an initial business combination with us. 
 
37. The Final Form S-1 also contained the following statement regarding DWAC’s 
contact with potential targets: 
 

 8 
We  have  not,  nor  has  anyone  on  our  behalf,  initiated  any  substantive 
discussions,  directly  or  indirectly,  with  any  business  combination  target. 
From the  period  commencing  with  our  formation  through  the  date  of  this 
prospectus, there have been no communications or discussions between any 
of our officers, directors or our sponsor and any of their potential contacts or 
relationships regarding a potential initial business combination. Additionally, 
we have not engaged or retained any agent or other representative to identify 
or locate any suitable acquisition candidate, to conduct any research or take 
any  measures,  directly  or  indirectly,  to  locate  or  contact  a  target  business. 
However,  we  may  contact  such  targets  subsequent  to  the  closing  of  this 
offering  if  we  become  aware  that  such  targets  are  interested  in  a  potential 
initial business combination with us and such transaction would be attractive 
to our stockholders. Accordingly, there is no current basis for investors in this 
offering  to  evaluate  the  possible  merits  or  risks  of  the  target  business  with 
which we may ultimately complete our initial business combination. 
 
38. In addition, the Final Form S-1 contained the following statement regarding 
DWAC’s contact with potential targets: 
 
We have not contacted any of the prospective target businesses that [SPAC 
A  and  another  SPAC]  had  considered  and  rejected.  We  do  not  currently 
intend to contact any of such targets; however, we may do so in the future if 
we become aware that the valuations, operations, profits or prospects of such 
target business, or the benefits of any potential transaction with such target 
business, would be attractive. 
 
39. Certain of the statements described in paragraphs 36 through 38 were false or 
misleading because, among other things and as discussed above: (a) Individual A assumed control 
of DWAC in May 2021 with the idea that it might be used to pursue a merger with TMTG; (b) 
Individual A told at least one TMTG representative during the summer of 2021 of the possibility of 
using DWAC as the vehicle to complete a merger with TMTG; and (c) the discussions between 
SPAC A and TMTG had ceased before DWAC’s IPO. 
 
40. DWAC’s IPO commenced on September 3, 2021 and closed on September 8, 2021.  
DWAC sold 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5 
million, which are held in trust for the benefit of shareholders until completion of a business 
combination.  The funds held in trust will be returned to shareholders if a business combination is 
not consummated. 
 
41. DWAC filed a prospectus on September 8, 2021 that included the same statements 
described in paragraphs 36 through 38. 
 
 
 
 

 9 
DWAC’s Post-IPO Negotiations with TMTG 
 
42. On the day that DWAC’s IPO closed, DWAC sent TMTG (and other companies) a 
draft nondisclosure agreement.  On September 13, 2021, five days after the DWAC IPO had 
closed, DWAC and TMTG signed the nondisclosure agreement.  TMTG emailed DWAC a draft 
LOI the next day.  Two days later, DWAC and TMTG began coordinating an in-person event to 
sign the LOI on September 22, 2021.  On September 18, 2021, TMTG’s counsel emailed a SPAC 
A representative a draft agreement to terminate the June 4 LOI and release Individual A from the 
Break-Up Fee clause. 
 
43. On September 22, 2021, DWAC’s Board communicated via WhatsApp and voted 
to approve signing an LOI with TMTG.  That same day, Individual A met with representatives 
from TMTG and signed a mutually exclusive LOI between DWAC and TMTG.  That same day, 
Individual A (on behalf of SPAC A) and TMTG signed a termination agreement ending the June 4 
LOI and freeing Individual A from the $1 million Break-Up Fee Clause under the June 4 LOI.  
That letter was dated to be effective as of September 1, 2021. 
 
44. On October 19, 2021, DWAC’s Board approved the signing of a definitive merger 
agreement with TMTG.  DWAC and TMTG signed the definitive merger agreement on October 
20, 2021, and it was announced on social media after market close that day.  DWAC filed a Form 
8-K regarding the deal late on October 20, 2021, and the filing was publicly available on Edgar at 
approximately 6 a.m. on October 21, 2021.  DWAC’s common stock, which had closed at $9.96 
on October 20, 2021, closed at $45.50 on October 21, 2021. 
 
DWAC’s Form S-4 
 
45. On May 16, 2022, DWAC filed a Form S-4 regarding its planned merger with 
TMTG.  DWAC’s Form S-4 contains materially inadequate and misleading disclosures regarding 
various issues.  For example, DWAC’s Form S-4: 
 
a. Did not disclose the Break-Up Fee Clause contained in the June 4, 2021 LOI 
between SPAC A and TMTG and did not disclose Individual A’s potential 
conflict of interest caused by the Break-Up Fee Clause. 
 
b. Disclosed that the June 4, 2021 LOI between SPAC A and TMTG was 
terminated effective September 1, 2021, but did not disclose that the 
termination agreement was executed, and accordingly Individual A was 
released from the Break-Up Fee Clause, on September 22, 2021, the same day 
that Individual A met with TMTG and executed the LOI between DWAC and 
TMTG. 
 
c. Described the timeline of interactions between DWAC and TMTG as starting 
only after DWAC completed its IPO on September 8, 2021.  As discussed 
above in detail, Individual A had numerous interactions with TMTG prior to 
DWAC’s IPO.  DWAC also did not disclose that Individual A assumed control 

 10 
of DWAC in spring 2021 with the idea that it might be the vehicle to close a 
deal with TMTG and that Individual A told investors in DWAC Sponsor that 
TMTG was one possible merger target for DWAC in the summer of 2021. 
 
Violations 
 
46. As a result of the conduct described above, the Commission finds that DWAC 
violated Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, which prohibit any 
person, in connection with the purchase or sale of any security, to make any untrue statement of a 
material fact or to omit to state a material fact necessary in order to make the statements made, in 
the light of the circumstances under which they were made, not misleading. 
 
47. As a result of the conduct described above, the Commission finds that DWAC also 
violated Section 17(a)(2) of the Securities Act, which prohibits any person, in the offer or sale of 
any securities, to obtain money or property by means of any untrue statement of a material fact or 
any omission to state a material fact necessary in order to make the statements made, in light of the 
circumstances under which they were made, not misleading. 
 
Undertaking 
 
48. Respondent undertakes that, should it file an amended Form S-4, any such Form S-
4 will be materially complete and accurate and consistent with the findings in this Order. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent DWAC’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 
Respondent DWAC cease and desist from committing or causing any violations and any future 
violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 
10b-5 thereunder. 
 
 B. Respondent shall comply with the undertaking enumerated in Section III, paragraph 
48 above. 
 
 C. Respondent shall pay  a  civil  money  penalty  in  the  amount  of  $18 million to  the 
Securities and Exchange Commission.  The penalty shall be due the earlier of: (a) 14 days after the 
closing of any merger or a comparable business combination or transaction, whether with TMTG or 
any other entity; or (b) January 1, 2025.  If DWAC dissolves the SPAC and returns the money in 
trust to the shareholders before January 1, 2025, the Commission will forgo the penalty upon written 
notice that the funds in trust have been returned to shareholders.  The Commission may distribute 
civil  money  penalties  collected  in  this  proceeding  if,  in  its  discretion,  the  Commission  orders  the 

 11 
establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, Section 308(a) of the Sarbanes-Oxley 
Act of 2002.  The Commission will hold funds paid pursuant to this paragraph in an account at the 
United States Treasury pending a decision whether the Commission, in its discretion, will seek to 
distribute funds or, subject to Exchange Act Section 21F(g)(3), transfer them to the general fund of 
the United States Treasury.  If timely payment is not made, additional interest shall accrue pursuant 
to 31 U.S.C. §3717.   
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
DWAC as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Thomas P. Smith, Jr., Division of 
Enforcement, Securities and Exchange Commission, 100 Pearl St., Suite 20-100, New York, NY 
10004-2616.  If DWAC dissolves the SPAC and returns the money in trust to the shareholders 
before January 1, 2025, DWAC will provide written notice to Mr. Smith regarding the decision to 
dissolve the SPAC and an additional written notice when the money in trust has been returned to 
the shareholders.  DWAC shall provide these written notices no later than 5 business days after 
dissolving the SPAC and no later than 5 business days after the money in trust has been returned to 
the shareholders. 
 
 D. Regardless of whether the Commission in its discretion orders the creation of a 
Fair Fund for the penalties ordered in this proceeding, amounts ordered to be paid as civil money 
penalties pursuant to this Order shall be treated as penalties paid to the government for all 
purposes, including all tax purposes.  To preserve the deterrent effect of the civil penalty, 
Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, nor 
shall it benefit by, offset or reduction of any award of compensatory damages by the amount of any 
part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the court in 
any Related Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 
days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 

 12 
this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission.  
Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 
the amount of the civil penalty imposed in this proceeding.  For purposes of this paragraph, a 
“Related Investor Action” means a private damages action brought against Respondent by or on 
behalf of one or more investors based on substantially the same facts as alleged in the Order 
instituted by the Commission in this proceeding. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 11213 / July 20, 2023 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 97958 / July 20, 2023 

 

ADMINISTRATIVE PROCEEDING 

File No.  3-21534 

 

In the Matter of 

 

DIGITAL WORLD 

ACQUISITION CORP.,  

 

Respondent. 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933 AND SECTION 21C OF THE 

SECURITIES EXCHANGE ACT OF 1934, 

MAKING FINDINGS, AND IMPOSING A 

CEASE-AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), against Digital World Acquisition Corp. (“DWAC” or “Respondent”). 

 

II. 

 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over it and the subject matter of these proceedings and consents to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 

1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (“Order”), as set forth below. 

 

III. 

 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 



 2 

 

Summary 

 

1. This matter concerns materially false and misleading statements and omissions by 

DWAC, a special purpose acquisition company (“SPAC”) that in October 2021 announced an 

agreement to merge with Trump Media & Technology Group Corp. (“TMTG”), a social media 

company.  In an amended Form S-1 filed with the Commission in support of its initial public 

offering (“IPO”) in early September 2021, DWAC stated that neither DWAC nor its officers and 

directors had had any discussions with any potential target companies prior to the IPO.  In a Form 

S-4 filed with the Commission following the announcement of the proposed merger with TMTG, 

DWAC mischaracterized and omitted information about the history of its interactions with TMTG. 

 

2. DWAC’s filings were materially false and misleading.  Dating back to February 

2021, an individual who would later become DWAC’s Chief Executive Officer (“CEO”) and 

Chairman (“Individual A”), and others involved with DWAC, had extensive discussions with 

TMTG.  While Individual A initially pursued these discussions with TMTG on behalf of another 

SPAC that he also controlled (“SPAC A”), Individual A created a plan in the spring and summer of 

2021 to potentially use DWAC to pursue a merger with TMTG. 

 

3. DWAC also failed to disclose that Individual A had a potential conflict of interest 

stemming from a Letter of Intent (“LOI”) that SPAC A had entered into with TMTG in June 2021.  

This agreement made Individual A personally liable to pay a $1 million break-up fee if SPAC A or 

another substitute entity did not complete a merger with TMTG.  DWAC failed to disclose this 

potential conflict of interest in any of the documents filed with the Commission and never 

otherwise disclosed this information to the public. 

 

Respondent 

 

4. DWAC, a Delaware corporation based in Miami, Florida, is a SPAC.  DWAC has 

no operations of its own and exists for the purpose of merging with a privately held company with 

the effect of taking that company public.  On September 8, 2021, DWAC completed an IPO of 

28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5 million, which 

are held in trust for the benefit of shareholders until completion of a business combination.  The 

funds held in trust will be returned to shareholders if a business combination is not consummated.  

DWAC has securities that trade on the Nasdaq Global Market under the symbols DWACU, 

DWACW and DWAC.2   Each of these securities is registered under Section 12(b) of the Exchange 

Act. 

 

 

 
2  DWACU is the symbol for units consisting of one share of Class A DWAC common 

stock and one half of one redeemable warrant.  DWACW is the symbol for redeemable 

warrants exercisable for one share of Class A DWAC common stock.  DWAC is the 

symbol for Class A DWAC common stock. 

 



 3 

Other Relevant Individuals and Entities 

 

5. DWAC Sponsor, a Delaware corporation based in Miami, Florida, is the sponsor 

of DWAC.  DWAC Sponsor initially invested $25,000 in DWAC in exchange for 8,625,000 Class 

B shares of DWAC.3  At the time of DWAC’s IPO, DWAC Sponsor invested an additional 

$11,334,840 in exchange for 1,133,484 restricted DWAC units.  DWAC Sponsor’s investments 

fund DWAC’s operations and will not be returned to DWAC Sponsor if a business combination is 

not consummated. 

 

6. Individual A, a resident of Miami, Florida, was the CEO and Chairman of DWAC.  

Individual A owns a significant percentage of, and is the managing member of, DWAC Sponsor.  

Individual A also was the CEO and Chairman of SPAC A and the managing member of SPAC A’s 

sponsor. 

 

7. SPAC A, a Delaware corporation based in Miami, Florida, was a SPAC controlled 

by Individual A.  In October 2022, SPAC A issued a press release announcing it was dissolving, 

would liquidate its trust account, and would return the funds held in trust to investors. 

 

8. TMTG, a Delaware corporation with its principal place of business in Sarasota, 

Florida, operates a social media platform.  On October 20, 2021, DWAC and TMTG entered into a 

definitive merger agreement, which was amended on May 11, 2022. 

 

9. Investment Bank is a Shanghai, China-based investment bank that describes itself 

as a leading advisor in the SPAC market in the United States.  Investment Bank was a financial 

advisor to DWAC and SPAC A and had ownership interests in DWAC Sponsor and SPAC A’s 

sponsor. 

 

Facts 

 

Background 

 

10. A SPAC is a company with no underlying business operations that is formed to 

raise capital through an IPO for the purpose of using the proceeds to acquire an unidentified private 

operating company at a later date but within a specified period of time (typically two years). 

 

11. Following its IPO, a SPAC will seek to identify acquisition candidates and attempt 

to complete a business combination transaction after which the company will continue the 

operations of the acquired company as a public company.  Investors in a SPAC at the IPO stage 

therefore are relying on the management team that formed the SPAC4 to expend efforts after the 

IPO to identify and look to acquire or combine with a private operating company.   

 
3  This quantity of shares reflects a three-for-one stock split effected on July 1, 2021. 

 
4   A SPAC sponsor is the entity and/or persons primarily responsible for establishing the 

SPAC, which is thereafter managed by a board of directors and management. 



 4 

 

12. Given that the purpose of a SPAC is to identify and acquire an operating business 

after conducting its IPO, steps a SPAC has taken in furtherance of a particular acquisition would be 

material to a reasonable SPAC investor, who would want to know about the SPAC’s prospects 

with future acquisition targets.  Disclosures made in a SPAC’s IPO – including as it relates to any 

pre-IPO discussions or negotiations with future acquisition targets or concerning potential business 

combinations – need to be clear and accurate, and cannot be materially false or misleading.   

 

13. In addition, the economic interests of the sponsors and the directors, officers, and 

affiliates of a SPAC often differ from the economic interests of public shareholders, which may 

lead to conflicts of interests as they evaluate and decide whether to recommend business 

combination transactions to shareholders.  Clear and accurate disclosure regarding these potential 

conflicts of interest and the nature of the sponsors’, directors’, officers’ and affiliates’ economic 

interests in the SPAC is particularly important because these parties are generally responsible for 

negotiating the SPAC’s post-IPO business combination transaction. 

 

14. The SPAC sponsor typically is compensated through its ability to buy the SPAC’s 

securities at a discount at or around the time of the SPAC’s formation.  Sponsors also frequently 

buy additional securities (usually units or warrants) at the time of the IPO.  Unlike securities 

bought by investors in a SPAC IPO, the securities purchased by a sponsor are not redeemable for 

cash in the event the SPAC fails to complete a business transaction, and the sponsor’s securities 

usually have restrictions that prevent resale until after completion of a SPAC’s business 

combination. 

 

Individual A’s Initial Interactions with TMTG 

 

15. In mid-February 2021, a representative of TMTG approached Individual A 

regarding a potential deal between SPAC A and TMTG.  Shortly after that initial contact, SPAC A 

and TMTG signed a non-exclusive LOI to explore a potential merger between the two companies 

which, after being extended, lasted through April 5, 2021.  As that LOI neared expiration, TMTG 

and SPAC A discussed entering into a mutually exclusive LOI.  Two directors and one officer of 

SPAC A opposed pursuing a merger with TMTG, and SPAC A ultimately did not sign that 

exclusive LOI. 

 

16. On or about April 8, 2021, Individual A began exploring two plans to pursue a 

merger with TMTG, “Plan A” and “Plan B.”  “Plan A” referred to continued efforts to find a way 

for SPAC A to merge with TMTG.  For example, Individual A discussed options to replace the 

SPAC A officials who were opposed to a transaction with TMTG.  “Plan B” referred to Individual 

A’s attempt to identify an alternative SPAC to pursue a merger with TMTG.  Individual A 

considered several SPACs that could be used for “Plan B,” and Individual A started raising capital 

from investors to purchase an ownership interest in the sponsor of one of those SPACs.  By April 

9, 2021, a representative of Investment Bank wrote an email to Individual A stating: “DWAC 

could be a solution for [TMTG].”  At the time, Investment Bank had a majority interest in DWAC 

Sponsor, and Individual A had no ownership interest in DWAC Sponsor or role with DWAC. 

 



 5 

17. On April 14, 2021, Individual A met with representatives of TMTG.  During the 

meeting, Individual A suggested to TMTG’s representatives that if SPAC A could not pursue a 

merger with TMTG there could be a Plan B, i.e., that Individual A would try to identify another 

vehicle to potentially pursue a merger with TMTG.   

 

18. On April 18, 2021, a representative of Investment Bank sent a message to 

Individual A and wrote: “We do [TMTG] one way or other.  Now let’s sign up [TMTG].  That’s 

the way to get the most $$$.  Anyhow, we’ll figure it out.  Opciones hay.”5  Individual A 

responded: “Yes.  Done this week.” 

 

Individual A Took Control of DWAC and Resumed Merger Discussions with TMTG 

 

19. On or about April 24, 2021, Individual A learned that there was an opportunity for 

him to obtain substantial control over DWAC.  A few days later, Individual A signed a LOI with 

Investment Bank under which he would obtain 90% ownership of DWAC Sponsor.  Individual A 

met with TMTG’s representatives the next day and continued discussions with TMTG about a 

potential merger shortly thereafter. 

 

20. On May 14, 2021, Investment Bank and Individual A executed several agreements 

by which Investment Bank transferred a 90% ownership interest in DWAC Sponsor to Individual 

A.  Individual A was appointed CEO and Chairman of DWAC around this same time.  These two 

actions gave Individual A effective control over DWAC. 

 

21. On the night of May 25, 2021, DWAC filed a Form S-1 (the “Form S-1”).  The 

Form S-1 was signed by Individual A and included two additional nominee directors to DWAC’s 

Board.  Both of those new DWAC directors were also SPAC A directors who were supportive of a 

transaction between SPAC A and TMTG.  This Form S-1 also identified a DWAC officer, who 

had been involved in some preliminary discussions about TMTG in connection with SPAC A prior 

to being named a DWAC officer.  The SPAC A directors and officer who opposed a transaction 

with TMTG did not assume any role with DWAC.  

 

22. The Form S-1 contained several statements about the state of discussions between 

DWAC and potential targets.  For example, it included the following statement: 
 

 We have not selected any specific business combination target and we have 

not, nor has anyone on our behalf, engaged in any substantive discussions, 

directly or indirectly, with any business combination target with respect to an 

initial business combination with us. 

 

The June 4 LOI and Break-Up Fee Clause 

 

23. By at least June 1, 2021, Individual A made plans with TMTG to sign a unilaterally 

exclusive LOI between SPAC A and TMTG on June 4, 2021.  At that time, the SPAC A officer 

 
5  In Spanish, “Opciones hay” translates to “There are options.” 

 



 6 

and two SPAC A directors that opposed pursuing a transaction with TMTG had not dropped their 

opposition to such a transaction. 

 

24. On June 1, 2021, Individual A communicated with an individual who was a director 

of both SPAC A and DWAC and who planned to attend the LOI signing event and wrote: “I want 

[TMTG] to meet the [SPAC A] AND DWAC team.” 

 

25. On June 4, 2021, SPAC A, TMTG, and Individual A (in his personal capacity and 

on behalf of SPAC A) signed a LOI (the “June 4 LOI”) expressing intent to pursue a merger 

between SPAC A and TMTG.  The June 4 LOI included a break-up fee clause under which 

Individual A would be personally liable to pay a $1 million break-up fee if SPAC A and TMTG 

did not enter an acquisition agreement by August 6, 2021 (the “Break-Up Fee Clause”).  The 

Break-Up Fee Clause had several conditions that would result in Individual A owing no break-up 

fee.  One of those conditions was that Individual A would owe no break-up fee if he “should 

propose to [TMTG] an alternative special purpose acquisition corporation with combination terms 

that are acceptable to [TMTG] (in its sole and absolute discretion) and such terms are ultimately 

accepted by [TMTG].”  The parties signed several extensions to the June 4 LOI over the summer 

of 2021, the last extension of which was signed on or about August 27, 2021.  The extensions 

collectively extended the trigger date for the Break-Up Fee Clause from August 6, 2021 to October 

2, 2021. 

 

26. The Break-Up Fee Clause created a potential conflict of interest for Individual A in 

that it put him at personal financial risk if he did not find a way complete a merger with TMTG. 

 

Individual A Contemplated a DWAC Merger with TMTG 

 

27. Within days of signing the June 4 LOI, Individual A communicated with various 

people regarding his desire to use DWAC as the vehicle to complete a merger with TMTG.  For 

example, on June 7, 2021, Individual A received a text in which an individual who was a director 

for both SPAC A and DWAC wrote: “I still don’t know why you are switching it out of [SPAC A] 

other than you will make more money.  I think using [SPAC A] to grab the deal knowing you are 

going to move it is very problematic.”  Individual A responded: “DWAC is better and will make 

the project clear [sic] more successful.” 

 

28. On June 8, 2021, Individual A exchanged additional messages with representatives 

of Investment Bank.  Individual A sent a picture from the June 4 LOI signing event and wrote: 

“You have no idea!!  I worked thousands of hours to get this,” and “It’s ours wherever we want.  

Let’s make it DWAC.” 

 

29. On June 9, 2021, Individual A emailed a DWAC representative a financial analysis 

that modeled the value of DWAC Sponsor’s shares of DWAC if DWAC were to merge with 

TMTG. 

 



 7 

30. By contrast, Individual A’s communications with Investment Bank regarding 

SPAC A during the summer of 2021 predominantly related to SPAC A’s evaluation of other 

targets. 

 

Discussions with TMTG 

 

31. Individual A told at least one TMTG representative during the summer of 2021 of 

the possibility of using DWAC as the vehicle to complete a merger with TMTG. 

 

32. During the same time period, Individual A raised funds from numerous individuals 

who made investments in DWAC Sponsor.  Individual A informed some of those investors that 

DWAC viewed TMTG as one potential merger target and a very promising opportunity. 

 

33. On July 8, 2021, DWAC filed an amended Form S-1 increasing its planned offering 

from $100 million to $300 million and announcing three additional directors.  One of those 

directors had been involved with Individual A in discussions with TMTG since discussions 

between SPAC A and TMTG began in February 2021. 

 

34. Individual A travelled to TMTG’s offices on July 8 and spent the entire day there.   

After Individual A left, a representative of TMTG sent a message to Individual A stating: “Today 

was a big day for [TMTG] and a huge step for our team to be able to meet and spend time with 

you.  Thank you so much for making the trip.”   

 

35. On August 28, 2021, Individual A received a text from a DWAC representative that 

stated: “Talked to [TMTG’s outside counsel].  TMTG wants to announce soon so if it’s plan B, 

they’re going to push hard for relative immediate announcement.  I told them we’d need a month.  

Probably gonna settle at 2-3 weeks.” 

 

DWAC’s IPO 

 

36. On August 31, 2021, three days prior to the commencement of its IPO, DWAC 

filed another amended Form S-1 (the “Final Form S-1”) signed by Individual A.  The Final Form 

S-1 contained several statements about discussions between DWAC and potential targets, 

including the following statement: 

 

To date, our efforts have been limited to organizational activities as well as 

activities related to this offering.  We have not selected any specific business 

combination target and we have not, nor has anyone on our behalf, engaged 

in any substantive discussions, directly or indirectly, with any business 

combination target with respect to an initial business combination with us. 

 

37. The Final Form S-1 also contained the following statement regarding DWAC’s 

contact with potential targets: 

 



 8 

We have not, nor has anyone on our behalf, initiated any substantive 

discussions, directly or indirectly, with any business combination target. 

From the period commencing with our formation through the date of this 

prospectus, there have been no communications or discussions between any 

of our officers, directors or our sponsor and any of their potential contacts or 

relationships regarding a potential initial business combination. Additionally, 

we have not engaged or retained any agent or other representative to identify 

or locate any suitable acquisition candidate, to conduct any research or take 

any measures, directly or indirectly, to locate or contact a target business. 

However, we may contact such targets subsequent to the closing of this 

offering if we become aware that such targets are interested in a potential 

initial business combination with us and such transaction would be attractive 

to our stockholders. Accordingly, there is no current basis for investors in this 

offering to evaluate the possible merits or risks of the target business with 

which we may ultimately complete our initial business combination. 

 

38. In addition, the Final Form S-1 contained the following statement regarding 

DWAC’s contact with potential targets: 

 

We have not contacted any of the prospective target businesses that [SPAC 

A and another SPAC] had considered and rejected. We do not currently 

intend to contact any of such targets; however, we may do so in the future if 

we become aware that the valuations, operations, profits or prospects of such 

target business, or the benefits of any potential transaction with such target 

business, would be attractive. 

 

39. Certain of the statements described in paragraphs 36 through 38 were false or 

misleading because, among other things and as discussed above: (a) Individual A assumed control 

of DWAC in May 2021 with the idea that it might be used to pursue a merger with TMTG; (b) 

Individual A told at least one TMTG representative during the summer of 2021 of the possibility of 

using DWAC as the vehicle to complete a merger with TMTG; and (c) the discussions between 

SPAC A and TMTG had ceased before DWAC’s IPO. 

 

40. DWAC’s IPO commenced on September 3, 2021 and closed on September 8, 2021.  

DWAC sold 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5 

million, which are held in trust for the benefit of shareholders until completion of a business 

combination.  The funds held in trust will be returned to shareholders if a business combination is 

not consummated. 

 

41. DWAC filed a prospectus on September 8, 2021 that included the same statements 

described in paragraphs 36 through 38. 

 

 

 

 



 9 

DWAC’s Post-IPO Negotiations with TMTG 

 

42. On the day that DWAC’s IPO closed, DWAC sent TMTG (and other companies) a 

draft nondisclosure agreement.  On September 13, 2021, five days after the DWAC IPO had 

closed, DWAC and TMTG signed the nondisclosure agreement.  TMTG emailed DWAC a draft 

LOI the next day.  Two days later, DWAC and TMTG began coordinating an in-person event to 

sign the LOI on September 22, 2021.  On September 18, 2021, TMTG’s counsel emailed a SPAC 

A representative a draft agreement to terminate the June 4 LOI and release Individual A from the 

Break-Up Fee clause. 

 

43. On September 22, 2021, DWAC’s Board communicated via WhatsApp and voted 

to approve signing an LOI with TMTG.  That same day, Individual A met with representatives 

from TMTG and signed a mutually exclusive LOI between DWAC and TMTG.  That same day, 

Individual A (on behalf of SPAC A) and TMTG signed a termination agreement ending the June 4 

LOI and freeing Individual A from the $1 million Break-Up Fee Clause under the June 4 LOI.  

That letter was dated to be effective as of September 1, 2021. 

 

44. On October 19, 2021, DWAC’s Board approved the signing of a definitive merger 

agreement with TMTG.  DWAC and TMTG signed the definitive merger agreement on October 

20, 2021, and it was announced on social media after market close that day.  DWAC filed a Form 

8-K regarding the deal late on October 20, 2021, and the filing was publicly available on Edgar at 

approximately 6 a.m. on October 21, 2021.  DWAC’s common stock, which had closed at $9.96 

on October 20, 2021, closed at $45.50 on October 21, 2021. 

 

DWAC’s Form S-4 

 

45. On May 16, 2022, DWAC filed a Form S-4 regarding its planned merger with 

TMTG.  DWAC’s Form S-4 contains materially inadequate and misleading disclosures regarding 

various issues.  For example, DWAC’s Form S-4: 

 

a. Did not disclose the Break-Up Fee Clause contained in the June 4, 2021 LOI 

between SPAC A and TMTG and did not disclose Individual A’s potential 

conflict of interest caused by the Break-Up Fee Clause. 

 

b. Disclosed that the June 4, 2021 LOI between SPAC A and TMTG was 

terminated effective September 1, 2021, but did not disclose that the 

termination agreement was executed, and accordingly Individual A was 

released from the Break-Up Fee Clause, on September 22, 2021, the same day 

that Individual A met with TMTG and executed the LOI between DWAC and 

TMTG. 

 

c. Described the timeline of interactions between DWAC and TMTG as starting 

only after DWAC completed its IPO on September 8, 2021.  As discussed 

above in detail, Individual A had numerous interactions with TMTG prior to 

DWAC’s IPO.  DWAC also did not disclose that Individual A assumed control 



 10 

of DWAC in spring 2021 with the idea that it might be the vehicle to close a 

deal with TMTG and that Individual A told investors in DWAC Sponsor that 

TMTG was one possible merger target for DWAC in the summer of 2021. 

 

Violations 

 

46. As a result of the conduct described above, the Commission finds that DWAC 

violated Section 10(b) of the Exchange Act and Rule 10b-5(b) thereunder, which prohibit any 

person, in connection with the purchase or sale of any security, to make any untrue statement of a 

material fact or to omit to state a material fact necessary in order to make the statements made, in 

the light of the circumstances under which they were made, not misleading. 

 

47. As a result of the conduct described above, the Commission finds that DWAC also 

violated Section 17(a)(2) of the Securities Act, which prohibits any person, in the offer or sale of 

any securities, to obtain money or property by means of any untrue statement of a material fact or 

any omission to state a material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading. 

 

Undertaking 

 

48. Respondent undertakes that, should it file an amended Form S-4, any such Form S-

4 will be materially complete and accurate and consistent with the findings in this Order. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent DWAC’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent DWAC cease and desist from committing or causing any violations and any future 

violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 

10b-5 thereunder. 

 

 B. Respondent shall comply with the undertaking enumerated in Section III, paragraph 

48 above. 

 

 C. Respondent shall pay a civil money penalty in the amount of $18 million to the 

Securities and Exchange Commission.  The penalty shall be due the earlier of: (a) 14 days after the 

closing of any merger or a comparable business combination or transaction, whether with TMTG or 

any other entity; or (b) January 1, 2025.  If DWAC dissolves the SPAC and returns the money in 

trust to the shareholders before January 1, 2025, the Commission will forgo the penalty upon written 

notice that the funds in trust have been returned to shareholders.  The Commission may distribute 

civil money penalties collected in this proceeding if, in its discretion, the Commission orders the 



 11 

establishment of a Fair Fund pursuant to 15 U.S.C. § 7246, Section 308(a) of the Sarbanes-Oxley 

Act of 2002.  The Commission will hold funds paid pursuant to this paragraph in an account at the 

United States Treasury pending a decision whether the Commission, in its discretion, will seek to 

distribute funds or, subject to Exchange Act Section 21F(g)(3), transfer them to the general fund of 

the United States Treasury.  If timely payment is not made, additional interest shall accrue pursuant 

to 31 U.S.C. §3717.   

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

DWAC as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Thomas P. Smith, Jr., Division of 

Enforcement, Securities and Exchange Commission, 100 Pearl St., Suite 20-100, New York, NY 

10004-2616.  If DWAC dissolves the SPAC and returns the money in trust to the shareholders 

before January 1, 2025, DWAC will provide written notice to Mr. Smith regarding the decision to 

dissolve the SPAC and an additional written notice when the money in trust has been returned to 

the shareholders.  DWAC shall provide these written notices no later than 5 business days after 

dissolving the SPAC and no later than 5 business days after the money in trust has been returned to 

the shareholders. 

 

 D. Regardless of whether the Commission in its discretion orders the creation of a 

Fair Fund for the penalties ordered in this proceeding, amounts ordered to be paid as civil money 

penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes.  To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, nor 

shall it benefit by, offset or reduction of any award of compensatory damages by the amount of any 

part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”).  If the court in 

any Related Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 

http://www.sec.gov/about/offices/ofm.htm


 12 

this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission.  

Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 

the amount of the civil penalty imposed in this proceeding.  For purposes of this paragraph, a 

“Related Investor Action” means a private damages action brought against Respondent by or on 

behalf of one or more investors based on substantially the same facts as alleged in the Order 

instituted by the Commission in this proceeding. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary