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    SEC Form SC 13G/A filed by Digital World Acquisition Corp. (Amendment)

    2/14/22 6:09:16 AM ET
    $DWAC
    Computer Software: Programming Data Processing
    Technology
    Get the next $DWAC alert in real time by email
    SC 13G/A 1 tm225641d10_sc13g.htm SC 13G/A

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13G*

    (Rule 13d-102)

     

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

    PURSUANT TO § 240.13d-2

    (Amendment No. 1)*

     

    Digital World Acquisition Corp.
    (Name of Issuer)
     
    Class A Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

     

    25400Q105
    (CUSIP Number)
     
    December 31, 2021
    (Date of Event Which Requires Filing of the Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    o Rule 13d-1(b)
    x Rule 13d-1(c)
    o Rule 13d-1(d)

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    Radcliffe Capital Management, L.P.

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    IA, PN

           

     

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    RGC Management Company, LLC

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC, OO

           

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    Steven B. Katznelson

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Canada, United States of America and the United Kingdom

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC, IN

           

     

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    Christopher Hinkel

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    United States of America

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC, IN

           

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    Radcliffe SPAC Master Fund, L.P.

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Cayman Islands

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    OO, PN

           

     

     

     

     

    1.

    NAME OF REPORTING PERSONS

     

    Radcliffe SPAC GP, LLC

    2.

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

    3.

    SEC USE ONLY

     

    4.

    CITIZENSHIP OR PLACE OF ORGANIZATION

     

    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

    5.

    SOLE VOTING POWER

     

    0

    6.

    SHARED VOTING POWER

     

    0

    7.

    SOLE DISPOSITIVE POWER

     

    0

    8.

    SHARED DISPOSITIVE POWER

     

    0

    9.

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

    0

    10.

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

    11.

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

    0%

    12.

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

    HC, OO

           

     

     

     

     

     

     

    Item 1(a).

    Name of Issuer:

    Digital World Acquisition Corp.

     

    Item 1(b).

    Address of Issuer’s Principal Executive Offices:

    78 SW 7th Street

    Miami Florida 33130

     

       
    Item 2(a). Name of Person Filing:
     

    Radcliffe Capital Management, L.P.

    RGC Management Company, LLC

    Steven B. Katznelson

    Christopher Hinkel

    Radcliffe SPAC Master Fund, L.P.

    Radcliffe SPAC GP, LLC

     

    Item 2(b). Address of Principal Business Office or, if none, Residence:
     

    50 Monument Road, Suite 300

    Bala Cynwyd, PA 19004

     

    Item 2(c). Citizenship:
     

    Radcliffe Capital Management, L.P. – Delaware, United States of America

    RGC Management Company, LLC – Delaware, United States of America

    Steven B. Katznelson – Canada, United States of America and the United Kingdom

    Christopher Hinkel – United States of America

    Radcliffe SPAC Master Fund, L.P. – Cayman Islands

    Radcliffe SPAC GP, LLC – Delaware, United States of America

     

    Item 2(d). Title of Class of Securities:
      Class A Common Stock, par value $0.0001 per share
       
    Item 2(e). CUSIP Number:
      25400Q105
       
    Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
      (a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
      (b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
      (c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
      (d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
      (e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
      (f) o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
      (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
      (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
      (i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
      (j) o A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

     

     

     

     

      (k) o Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

     

    If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

     

    Item 4. Ownership:
      Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
       
      (a)

    Amount beneficially owned:

     

    0 shares deemed beneficially owned by Radcliffe Capital Management, L.P.

    0 shares deemed beneficially owned by RGC Management Company, LLC

    0 shares deemed beneficially owned by Steven B. Katznelson

    0 shares deemed beneficially owned by Christopher Hinkel

    0 shares deemed beneficially owned by Radcliffe SPAC Master Fund, L.P.

    0 shares deemed beneficially owned by Radcliffe SPAC GP, LLC

     

      (b)

    Percent of class:

     

    0% shares deemed beneficially owned by Radcliffe Capital Management, L.P.

    0% shares deemed beneficially owned by RGC Management Company, LLC

    0% shares deemed beneficially owned by Steven B. Katznelson

    0% shares deemed beneficially owned by Christopher Hinkel

    0% shares deemed beneficially owned by Radcliffe SPAC Master Fund, L.P.

    0% shares deemed beneficially owned by Radcliffe SPAC GP, LLC

     

     

      (c) Number of shares as to which Radcliffe Capital Management, L.P. has:
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0
        (iv) Shared power to dispose or to direct the disposition of: 0
           
        Number of shares as to which RGC Management Company, LLC has:
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0

     

     

     

     

        (iv) Shared power to dispose or to direct the disposition of: 0
           
        Number of shares as to which Steven B. Katznelson has:
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0
        (iv) Shared power to dispose or to direct the disposition of: 0
           
        Number of shares as to which Christopher Hinkel has:
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0
        (iv) Shared power to dispose or to direct the disposition of: 0
        Number of shares as to which Radcliffe SPAC Master Fund, L.P. has:
         
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0
        (iv) Shared power to dispose or to direct the disposition of: 0
           
        Number of shares as to which Radcliffe SPAC GP, LLC has:
        (i) Sole power to vote or to direct the vote: 0
        (ii) Shared power to vote or to direct the vote: 0
        (iii) Sole power to dispose or to direct the disposition of: 0
        (iv) Shared power to dispose or to direct the disposition of: 0
           
    Item 5. Ownership of Five Percent or Less of a Class:
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. x
       
    Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
      Not applicable.
       
    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
      See Exhibit B attached hereto.

     

     

     

     

    Item 8. Identification and Classification of Members of the Group:
      Not applicable
       
    Item 9. Notice of Dissolution of Group:
      Not applicable
       
    Item 10. Certifications:
      By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

      February 14, 2022
      (Date)
       

     

     

    Radcliffe Capital Management, L.P.

    By RGC Management Company, LLC,

    its General Partner

     

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

     

    RGC Management Company, LLC   /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**
         
         
    Steven B. Katznelson  

    /s/Loretta Best
    Signature

    Attorney-in Fact**

     

    Christopher Hinkel  

    /s/Loretta Best
    Signature

    Attorney-in Fact**

     

    Radcliffe SPAC Master Fund, L.P.

    By Radcliffe SPAC GP, LLC,

    its General Partner

     

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

     

    Radcliffe SPAC GP, LLC  

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

     

    **Loretta Best is signing on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission as Exhibits 99.1 and 99.2, respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on August 30, 2021.

     

    The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

     

    Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations

    (see 18 U.S.C. 1001).

     

     

     

     

    Exhibit A

     

    Agreement

     

    The undersigned agree that this Schedule 13G dated February 14, 2022 to the Class A Common Stock, par value $0.0001 per share of Digital World Acquisition Corp. shall be filed on behalf of the undersigned. 

     

      February 14, 2022
      (Date)
       

     

     

    Radcliffe Capital Management, L.P.

    By RGC Management Company, LLC,

    Its General Partner

     

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

     

    RGC Management Company, LLC   /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**
         
         
    Steven B. Katznelson  

    /s/Loretta Best
    Signature

    Attorney-in Fact**

     

    Christopher Hinkel  

    /s/Loretta Best
    Signature

    Attorney-in Fact**

     

    Radcliffe SPAC Master Fund, L.P.

    By Radcliffe SPAC GP, LLC,

    its General Partner

     

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

     

    Radcliffe SPAC GP, LLC  

    /s/Loretta Best
    Signature

    Attorney-in Fact for Steven B. Katznelson
    Managing Member**

     

    **Loretta Best is signing on behalf of Steven B. Katznelson and Christopher Hinkel as attorney-in-fact pursuant to powers of attorney filed with the Securities and Exchange Commission as Exhibits 99.1 and 99.2, respectively, to a filing by Radcliffe Capital Management, L.P. on Schedule 13G on August 30, 2021.
     

     

     

     

    Exhibit B

     

    Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons.

     

     

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    • Trump Media & Technology Group Files S-1 Resale Registration Statement

      SARASOTA, Fla., April 15, 2024 (GLOBE NEWSWIRE) -- Trump Media & Technology Group Corp. (NASDAQ:DJT) ("TMTG" or the "Company")—operator of the Truth Social platform, yet another of President Donald J. Trump's iconic American brands—today filed a registration statement on Form S-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") to register, for resale or initial issuance, certain shares of common stock and warrants of the Company following the consummation of the Company's business combination with Digital World Acquisition Corp. on March 25, 2024 (the "Business Combination"). As part of the Registration Statement, all securities being registered

      4/15/24 9:17:42 AM ET
      $DWAC
      Computer Software: Programming Data Processing
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    $DWAC
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    • Digital World Appoints Eric Swider as Permanent CEO

      MIAMI, FL / ACCESSWIRE / July 10, 2023 / Digital World Acquisition Corp. (NASDAQ:DWAC) ("DWAC" or the "Company") today announced that Eric Swider, the Interim Chief Executive Officer and a member of DWAC's Board of Directors (the "Board"), has been appointed as Chief Executive Officer, effective July 6, 2023. Mr. Swider has been serving as the Interim Chief Executive Officer since March 19, 2023.Mr. Frank Andrews, the Chairman of the Board stated, "Through hard work and dedication to our shareholders, Mr. Swider has proven his ability to guide the Company to our ultimate goal, a successful business combination. Together, with the help of a stellar management team, Mr. Swider will continue to

      7/10/23 5:15:00 PM ET
      $DWAC
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    • Digital World Acquisition Corp. Announces Date of Special Meeting of Stockholders and Record Date

      MIAMI, FL / ACCESSWIRE / February 16, 2024 / Digital World Acquisition Corp. (NASDAQ:DWAC) ("Digital World," and/or the "Company") today announced that it will hold the special meeting of its stockholders (the "Special Meeting") to vote on the approval and adoption of the proposed business combination (the "Business Combination") with Trump Media & Technology Group Corp. ("TMTG") on March 22, 2024, at 10:00 a.m. Eastern Time via live audio webcast at www.virtualshareholdermeeting.com/DWAC2024SM.Digital World stockholders of record as of the close of business on February 14, 2024 are entitled to attend and vote at the Special Meeting. The Business Combination is expected to close shortly afte

      2/16/24 5:45:00 PM ET
      $DWAC
      Computer Software: Programming Data Processing
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