---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-207492"
form_type: "8-K"
ticker: "DJT"
cik: "0001849635"
company_name: "Trump Media & Technology Group Corp."
filed_at: "2023-08-09T23:59:59+00:00"
generated_at: "2026-06-11T23:23:42.801595+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# DWAC amends TMTG merger: new high-vote stock, outside date Dec 31, 2023

## Summary
- Second Amendment creates High Vote Common Stock giving TMTG's principal 55% voting power post-merger.
- Outside Date extended to December 31, 2023; mutual due diligence and termination rights added.
- DWAC engaged Adeptus Partners as new independent auditor; Nasdaq granted exception until Nov 20, 2023 to file delinquent reports.
- PIPE investment may be reduced or terminated; DWAC to file amended S-4 by Oct 9, 2023.
- Earnout share price targets set at $12.50, $15.00, $17.50; redemption price set at $10.00.

## SEC filing metadata
- accession: 0001193125-23-207492
- form_type: 8-K
- ticker: DJT
- cik: 0001849635
- company_name: Trump Media & Technology Group Corp.
- filed_at: 2023-08-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.01, 4.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1849635/000119312523207492/0001193125-23-207492-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1849635/000119312523207492/d508117d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-207492
- JSON: https://secwatch.observer/filing/0001193125-23-207492.json
- Plain text: https://secwatch.observer/filing/0001193125-23-207492.txt

## Key facts
- Auditor Changes
  Trump Media & Technology Group Corp. engaged Adeptus Partners, LLC as its auditor.
  - Action: engagement
  - Auditor: Adeptus Partners, LLC
  source text: On August 8, 2023, the Company engaged Adeptus Partners, LLC (“ Adeptus ”) as the Company’s independent public accounting firm to audit the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 and to review the Company’s quarterly consolidated financial statements beginning with the first quarter of the 2023 fiscal year.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849635/000119312523207492/0001193125-23-207492-index.htm
- Listing & Compliance Notices
  Trump Media & Technology Group Corp. received a nasdaq extension granted notice regarding late filing (rules 5250(c)(1)).
  - Exchange: nasdaq
  - Notice: extension granted
  - Deficiency: late filing
  - Rules: 5250(c)(1)
  source text: 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 de
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849635/000119312523207492/0001193125-23-207492-index.htm
- Material Agreements
  Trump Media & Technology Group Corp. amended Second Amendment to Agreement and Plan of Merger with DWAC Merger Subsidiary Inc., ARC Global Investments II, LLC, TMTG's General Counsel (effective 2023-08-09).
  - Action: amendment
  - Agreement: merger
  - Counterparty: DWAC Merger Subsidiary Inc., ARC Global Investments II, LLC, TMTG's General Counsel
  - Effective: 2023-08-09
  source text: On August 9, 2023, Digital World entered into the Second Amendment to Agreement and Plan of Merger, dated as of August 9, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1849635/000119312523207492/0001193125-23-207492-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.