This prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of TMTG. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. The forward-looking statements are based on projections prepared by, and are the responsibility of, our Management Team. Borgers, our independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. Our audited financial statements for the years ended December 31, 2022 and 2023, included in this prospectus, relate only to DWAC's historical financial information. It does not extend to the forward-looking information and should not be read as if it does. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:
| • | the ability of TMTG to realize the benefits from the Business Combination; |
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| • | the ability of TMTG to maintain the listing of TMTG common stock on Nasdaq; |
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| • | future financial performance following the Business Combination; |
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| • | the impact of the outcome of any known or unknown litigation or other legal proceedings; |
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| • | the ability of TMTG to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; |
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| • | expectations regarding future expenditures of TMTG; |
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| • | the future revenue and effect on gross margins of TMTG; |
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| • | the attraction and retention of qualified directors, officers, employees and key personnel of TMTG; |
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| • | the ability of TMTG to compete effectively in a competitive industry; |
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| • | the impact of the ongoing legal proceedings in which President Donald J. Trump is involved on TMTG’s corporate reputation and brand; |
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| • | expectations concerning the relationships and actions of TMTG and its affiliates with third parties; |
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| • | the short- and long-term effects of the consummation of the Business Combination on TMTG’s business relationships, operating results and business generally; |
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| • | the impact of future regulatory, judicial, and legislative changes in TMTG’s industry; |
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| • | the ability to locate and acquire complementary products or product candidates and integrate those into TMTG’s business; |
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| • | Truth Social, TMTG’s initial product, and its ability to generate users and advertisers; |
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| • | future arrangements with, or investments in, other entities or associations; |
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| • | competition and competitive pressures from other companies in the industries in which TMTG operates; |
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| • | changes in domestic and global general economic and macro-economic conditions; and |
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| • | other factors detailed under the section entitled “Risk Factors.” |
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These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
