SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 19, 2023, the board of directors (the “Board”) of Digital World Acquisition Corp., a Delaware corporation (the “Company”), terminated Patrick Orlando from his positions as Chairman and Chief Executive Officer of the Company. Mr. Orlando remains a director of the Company.
In connection with Mr. Orlando’s departure as Chief Executive Officer, the Board appointed Eric Swider as Interim Chief Executive Officer. Mr. Swider, a director of the Company, was previously chair of the Company’s audit committee and a member of the Company’s compensation committee. He remains a director of the Company but has resigned from all committee positions in connection with his appointment as Interim Chief Executive Officer. There is no arrangement or understanding between Mr. Swider and any other person pursuant to which he was named Interim Chief Executive Officer of the Company.
Mr. Swider has served as the Company’s director since September 2021. Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Mr. Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016. Renatus Advisors works with private clients to resolve complex strategic and operational matters as well as public clients, providing services related to Disaster and Economic Recovery. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global, where he oversaw the launch of a new business division focused on investing in alternative strategies. From December 2014 to June 2016, Mr. Swider served as the Managing Director of OHorizons Global, where he oversaw expansion of a new investment team and was responsible for working on a global basis to expand its client base and investment portfolio. From February 2010 to December 2015, Mr. Swider served as the Managing Director of Oceano Beach Resorts, where he was responsible for growing its new property and resort management group. Mr. Swider has also served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear ‘A’ School, an intensive program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.
On March 22, 2023, the Company issued a press release announcing the above-referenced changes to management. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release dated March 22, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Digital World Acquisition Corp. | ||||||
| Dated: March 22, 2023 | By: | /s/ Eric Swider | ||||
| Name: | Eric Swider | |||||
| Title: | Interim Chief Executive Officer | |||||
Exhibit 99.1
Digital World Changes CEO Leadership as Part of Succession Plan for New Management Team
Miami – March 22nd, 2023 – Digital World Acquisition Corp (NASDAQ: DWAC) (“DWAC” or the “Company”), a SPAC, today announced that Eric Swider, a member of DWAC’s Board of Directors (the “Board”) since DWAC’s IPO, has been appointed interim Chief Executive Officer, effective immediately. Mr. Swider succeeds Patrick Orlando, who was terminated from his positions as CEO and Chairman of the Board after having served for the past 1.5 years. As the Board executes its succession plan, it looks forward to a fully realigned management team to best meet the challenges the Company faces. Mr. Orlando will remain as a Director on the Board.
Mr. Edward Preble, director of DWAC, commented, “On behalf of the Board, I want to thank Mr. Orlando for his hard work finding a suitable target and working to navigate the current headwinds the company is challenged with as it works to fulfill its obligation to its shareholders”.
Mr. Frank Andrews, director of DWAC, also commented, “We are fortunate have a dedicated CEO with legacy experience at the company to help ensure a smooth plan of succession. I am confident that Mr. Swider as well as the Board of Directors remain committed to executing on its strategy and creating value for our stakeholders.”
Due to the unprecedented headwinds faced by the Company, the Board agreed it was in the best interest of its shareholders to select a new management team to execute an orderly succession plan and set strategic operating procedures for the Company in this new phase. Mr. Orlando’s departure enables the Board to appoint new leadership, which it believes will restore confidence to the shareholders.
Mr. Swider was named as Interim CEO while the Board works to complete its succession plan and confirms a new Independent Board member and CFO. In connection with the confirmation of a full slate of officers, Mr. Swider shall be considered for the permanent position of CEO. Eric Swider has served as a Board Member since DWAC’s IPO. Mr. Swider brings to the company a firm view on compliance and transparency that is steeped in decades of complex transaction resolution across multiple sectors and industries. Mr. Swider has worked with both public and private sector clients and most recently served as the lead litigation consultant for a global manufacturing firm to resolve multiple complex legal challenges.
Mr. Swider shared the following statement with the Board. “I thank you for the trust you have placed in me. It will be well guarded. We will have one singular goal: to accomplish what is best for our shareholders. The entire team will be focused on doing whatever is needed to resolve all outstanding issues in hopes of finding an expedient path to a business combination. I know it has been a challenging process for the shareholders. It is important to show that we are working every day to safeguard their interests. As of November 28th, 2022, we had almost 400,000 shareholders in thirty different countries, that is who we owe our efforts to.”
About Digital World Acquisition Corp.
Digital World (Nasdaq: DWAC) is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding management succession planning, possible business combinations, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022, and other documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while DWAC may elect to update these forward-looking statements at some point in the future, it assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. DWAC gives no assurance that it will achieve its expectations.
Contact Information
Investor Relations:
Name: Alex Cano
Email: [email protected]