DWAC extends merger deadline to June 8, 2024; sues ex-CEO over conversion ratio dispute

Trump Media & Technology Group Corp.

Board extended deadline to complete TMTG merger from March 8 to June 8, 2024 (third of four allowed 3-month extensions).
DWAC and TMTG filed lawsuit Feb 27 against ARC Global and Patrick Orlando; disputed Class B conversion ratio: 1.34:1 vs 1.78:1.
At 1.78:1 ratio, ~3.15M additional Class A shares would be issued, diluting public stockholders by up to 0.5% (basic).
ARC filed Delaware Chancery suit seeking preliminary injunction to block merger until conversion ratio is 'corrected' per its claims.
UAV filed Delaware Chancery suit on Feb 28 seeking declaratory and injunctive relief regarding TMTG stock ownership.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Trump Media & Technology Group Corp.: Added Section 9.16 to Article IX designating the U.S. District Court for the Southern District of Florida as the exclusive federal forum for Exchange Act and Securities Act claims (effective 2024-02-29).

Change: bylaw amendment
Effective: 2024-02-29

Exact text from the filing

On February 29, 2024, the Board of Directors of Digital World Acquisition Corp., a Delaware corporation (“ Digital World ” or the “ Company ”), with its principal place of business in Miami, Florida, approved, in supplement to, not in replacement of any applicable provisions in the Company’s Certificate of Incorporation, an amendment to the Company’s bylaws to add a new Section 9.16 to Article IX pursuant to which the Company selects the federal district courts of the United States of America, and specifically the United States District Court for the Southern District of Florida to be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Exchange Act, Securities Act of 1933, as amended (the “ Securities Act ”), or the rules and regulations promulgated under the Exchange Act or Securities Act.

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Trump Media & Technology Group Corp. filing history →

Source: SEC EDGAR

accession 0001193125-24-054448

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