Digital World Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: Trump Media & Technology Group

ENTERPRISE VALUE: $875 million

ANTICIPATED SYMBOL: TMTG

Digital World Acquisition Corp. proposes to combine with Trump Media & Technology Group.

Trump Media & Technology Group’s mission is to create a rival to the liberal media consortium and fight back against the “Big Tech” companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America.

Trump Media & Technology Group (“TMTG”) will soon be launching a social network, named “TRUTH Social.” TRUTH Social is now available for Pre-Order in the Apple App store. TRUTH Social plans to begin its Beta Launch for invited guests in November 2021. A nationwide rollout is expected in the first quarter of 2022. Those who are interested in joining TRUTH Social may now visit www.truthsocial.com to sign up for the invite list.

Additionally, TMTG intends to launch a subscription video on demand service (TMTG+). TMTG+ will feature ‘non-woke’ entertainment programming, news, podcasts, and more. TMTG has named Scott St. John as the leader of TMTG+ Corporate Operations. Scott St. John is the Executive Producer of “Deal or No Deal’ and “America’s Got Talent” and has produced over 1,000 hours of Network and Cable TV.

SUBSEQUENT EVENT – 3/8/24 – LINK

• The SPAC received written notice from Patrick Orlando, a director of the Company and the controlling member of ARC Global Investment II, LLC (the SPAC’s sponsor), of ARC’s resignation, effective as of March 14, 2024, as the “Purchaser Representative”.
• Mr. Orlando, as the controlling member of ARC, appointed RejuveTotal LLC, as its replacement and successor “Purchaser Representative”.
• Mr. Orlando is the controlling member of Rejuve and did not provide a reason for the appointment of Rejuve as the “Purchaser Representative.”

SUBSEQUENT EVENT – 2/8/24 – LINK

Convertible Notes

• On February 8, 2024, Digital World entered into a Note Purchase Agreement with certain institutional investors to issue up to $50 million in convertible promissory notes.
  • These notes accrue 8.00% annual interest, payable upon the earlier of 12 months post-Business Combination or the company’s winding up.
  • They are convertible into Digital World Class A common stock and warrants at $8.00 per unit, redeemable by Digital World if its stock exceeds 130% of the conversion price on specified trading days.
  • Initially, 20% of the investment is drawable, with the remaining 80% due at Business Combination closing, to be held in a control account until certain conditions are met.
    • The notes include default provisions and registration rights as per a 2021 agreement.

Warrant Subscription Agreement

• On February 7, 2024, Digital World entered into Warrant Subscription Agreements with certain institutional investors to issue 3,050,000 Post-IPO Warrants, each allowing the purchase of one share of Digital World Class A common stock at $11.50.
  • These warrants, to be issued at the Business Combination’s closing, will mirror the terms of Digital World’s public IPO warrants but are transferable only to the holder’s affiliates.

SUBSEQUENT EVENT – 1/17/24 – LINK

• The remainder of the PIPE agreement was terminated and the SPAC hopes to sign a convertible note agreement in the future.
  • The note agreement can include:
    • These included a convertible promissory notes option (up to $50 million, with 42% interest) or a warrant subscription option (58% interest).
    • The notes would have an 8.00% interest rate, a 12-month maturity, and conversion into Digital World Class A common stock and half-warrant units.
    • A redeemable right is included under certain conditions.
    • The company aims to raise up to $50 million through this, with immediate access to $10 million and an additional $40 million at the Business Combination’s closing.
    • Final agreements are pending, subject to definitive documentation and customary conditions.

SUBSEQUENT EVENT – 12/22/23 – LINK

• The SPAC entered into certain securities purchase agreements with certain institutional investors pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement to be consummated concurrently with the Business Combination.
• Such number of shares of Preferred Stock were initially expected to be convertible into 29,761,905 shares of the Company’s common stock, subject to upward adjustment.
• The SPAC expects to continue to seek the termination of or significantly reduce such PIPE commitments.
• The SPAC received termination notices from certain PIPE Investors, and to date, the remaining PIPE Investment is $515,500,000.
• In the course of discussions with PIPE Investors to seek the termination of the SPAs, certain of the remaining PIPE Investors and the Company tentatively explored an alternative arrangement involving convertible promissory notes as a possible substitute for the original PIPE commitments. In that context, such potential notes would be interest-bearing and mature on the anniversary of the Business Combination’s consummation. In addition, the parties considered the possibility that any such notes could be convertible into units based on (x) the aggregate of the principal amount and any accrued interest, divided by (y) a hypothetical conversion price of eight dollars ($8.00), rounded to the nearest full unit. Each such unit might include one share of Class A common stock and half a warrant, which could be similar to placement warrants. Moreover, the parties also considered the likelihood that the note would be subject to negative covenants and contain registration rights. Any such potential transaction, which may be valued up to $50 million, would be contingent on the remaining PIPE Investors and the Company being able to agree to commercial and legal terms. Should any such agreement materialize, the Company expects that the Merger Agreement would need to be amended.

SUBSEQUENT EVENT – 12/14/23 – LINK

• Between November 2 and November 20, 2023, Digital World Acquisition Corp. received termination notices for approximately $17.5 million of their private investment in public equity (PIPE).
  • This adds to earlier cancellations, bringing the total cancelled PIPE investment to approximately $484.5 million.
  • Digital World’s management is actively working to resolve the remaining balance of the PIPE.
• The remaining PIPE investment is $515.5 million

SUBSEQUENT EVENT – 10/12/23 – LINK

• As of October 11, 2023, the remaining PIPE investment is $533,000,000.
  • DWAC continues discussions with PIPE Investors for the cancelation of the remaining PIPE investment with the goal of eliminating the PIPE.
  • DWAC and TMTG continue to move forward expeditiously toward their shared objective of completing the Business Combination in the coming months and are eager to complete the termination process of the PIPE as soon as possible.

EXTENSION – 9/6/23 – LINK

• The SPAC approved the extension from September 8, 2023 to September 8, 2024.
  • 28,745 shares were redeemed at the meeting for $10.24 per share.
  • No contribution will be made into the trust account for each three-month extension (x4).

EXTENSION – 11/30/22 – LINK

• The SPAC approved the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022, up to September 8, 2023) or such earlier date as determined by the Board.
  • Stockholders holding 5,658 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $58,916 (approximately $10.41 per share) will be removed from the Company’s trust account to pay such holders.

SUBSEQUENT EVENT – 9/23/22 – LINK

• Previously, Digital World entered into securities purchase agreements with certain institutional investors, pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of Digital World’s Series A Convertible Preferred Stock at a purchase price of $1,000.00 per share, for an aggregate commitment of up to $1 billion in a private placement to be consummated concurrently with the Business Combination.
  • The shares are initially convertible into 29,761,905 shares of Digital World common stock, subject to upward adjustment.
  • The PIPE is conditioned on the concurrent closing of the Business Combination and other customary closing conditions.
• Digital World received termination notices from PIPE Investors representing approximately $138.5 million of the PIPE.
  • Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022.
• Additionally, it is possible that the parties will restructure the PIPE or renegotiate such arrangements in view of the PIPE closing conditions.
• The new PIPE amount is equal to $861.5M

EXTENSION – 9/9/22 – LINK

• DWAC announced that its sponsor, ARC Global Investments II LLC, has deposited an aggregate of $2,875,000 (representing an additional $0.10 per public share) into the Company’s trust account for the benefit of its valued public stockholders.
• This additional contribution enables the Company to extend the date by which the Company has to complete its initial business combination for an initial three-month extension from September 8, 2022, to December 8, 2022.
• This is the first of two three-month extensions available under the Company’s current governing documents.
• Such contribution effectively increases the pro rata portion of the funds available in the Company’s trust account in the event of the consummation of an initial business combination, liquidation, or another redemption event, from approximately $10.20 per share to approximately $10.30 per share.
• The Company is also further adjourning its special meeting of stockholders from September 8, 2022 to 12:00 p.m. Eastern Time on Columbus Day, which falls on Monday, October 10, 2022.

SUBSEQUENT EVENT – 9/6/22 – LINK

• Digital World Acquisition Corp. announced that the special meeting of stockholders, which was originally scheduled for September 6, 2022, is being adjourned to 12:00 p.m. Eastern Time on September 8, 2022.
• The Special Meeting is for stockholders to consider amending the Company’s amended and restated certificate of incorporation to extend the period of time for completing a business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (or until September 8, 2023) or a such earlier date as determined by the Company’s Board of Directors.
• The record date for the stockholders’ meeting to vote on the Extension remains the close of business on August 12, 2022 (the “Record Date”).
• Stockholders who have previously submitted their proxy or otherwise voted and who do not want to change their vote need not take any action.
• Stockholders as of the Record Date can vote, even if they have subsequently sold their shares.
• In connection with the adjourned date, the Company has extended the deadline for holders of the Company’s Class A common stock issued in the Company’s initial public offering to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern Time on September 7, 2022.
• Shareholders who wish to withdraw their previously submitted redemption request may do so prior to the rescheduled meeting by requesting that the transfer agent return such shares.
• If the Extension Amendment is not approved by the stockholders by September 8, 2022, ARC Global Investments II, LLC, the Company’s sponsor, intends to contribute to the Company’s trust account an aggregate amount of $2,875,000, which is equal to $0.10 per share of Class A common stock issued in the Company’s initial public offering, to extend the time to consummate an initial business combination for a three-month period, until December 8, 2022.
• Such contribution would be made as a loan that would not accrue interest and would either be paid upon earlier of consummation of an initial business combination or the company’s liquidation or, at the lender’s discretion and subject to certain conditions, converted upon consummation of the initial business combination into additional into units, at a price of $10.00 per unit, identical to the units issued in the Company’s private placement that was consummated in connection with the Company’s initial public offering.
• The contribution will increase the pro rata portion of the funds available in the Company’s trust account in the event of the consummation of an initial business combination or liquidation from approximately $10.20 per share to approximately $10.30 per share.

SUBSEQUENT EVENT – 5/17/22 – LINK

TRANSACTION

• The transaction values Trump Media & Technology Group at an initial enterprise value of $875 Million, with a potential additional earnout of $825 Million in additional shares (at the valuation they are granted) for a cumulative valuation of up to $1.7 Billion depending on the performance of the stock price post-business combination.
• Trump Media & Technology Group’s growth plans initially will be funded by DWAC’s cash in trust of $293 Million (assuming no redemptions).

PIPE

• On December 4, 2021, in support of the TMTG Business Combination, DWAC entered into a securities purchase agreement (the “SPA”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of DWAC’s Series A Convertible Preferred Stock (the “Preferred Stock”), for a purchase price of $1,000 per share of Preferred Stock, for an aggregate commitment of $1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the TMTG Business Combination (the “Closing”).
• The shares of Preferred Stock have an initial conversion price per share of $33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock (subject to adjustment).
• The closing of the PIPE is conditioned on the concurrent closing of the TMTG Business Combination and other closing conditions as set forth in the SPA.
  • Each share of Preferred Stock may be converted at the holder’s option at any time after issuance into that number of shares of common stock at an initial conversion price of $33.60, which is equal to a 20% discount to DWAC’s volume-weighted average closing price (“VWAP”) for the five consecutive trading days prior to and including December 1, 2021;
    • provided that the number of shares of common stock to be issued pursuant to such conversion does not, when aggregated with all other shares of common stock owned by such holder and its affiliates at such time, result in such holder or any of its affiliates beneficially owning in excess of 4.99% (or, upon election by such holder prior to the issuance of any shares of Preferred Stock, 9.99%) of all of the common stock outstanding at such time (the “Beneficial Ownership Limitation”).
  • The conversion price shall automatically adjust downward (each, a “Conversion Price Adjustment”) to the greater of:
    • (i) the product of
      • (x) the average of the ten (10) consecutive daily VWAPs over the ten (10) consecutive trading days following the closing date of the TMTG Business Combination (subject to adjustment for splits, stock combinations, reclassification, dividends, and the like) and
      • (y) 60% (i.e., applying a discount of 40%)
    • (ii) $10.00 (subject to adjustment for splits, stock combinations, reclassification, dividends, and the like).
      • If the formula results in a conversion price over $33.60, there is no downward adjustment.
• The PIPE investors include:
  • Alpine Partners (BVI), LP(1)
  • Alta Partners LLC(2)
  • Anson East Master Fund LP(3)
  • Anson Investments Master Fund LP(4)
  • Anson Opportunities Master Fund LP(5)
  • Auctus Fund, LLC(6)
  • Boothbay Absolute Return Strategies, LP*(7)
  • Boothbay Diversified Alpha Master Fund LP*(8)
  • Caravel Capital Fund(9)
  • Cavalry Fund I LP(10)
  • Cavalry Investment Fund LP(10)
  • Cavalry Special Ops Fund, LLC(10)
  • Cougar Capital LLC(11)
  • DSN Ventures LLC(12)
  • Evergreen Capital Management LLC(13)
  • Fifth Lane Partners Fund, LP(14)
  • FirstFire Global Opportunities Fund LLC(15)
  • GHS Investments, LLC(16)
  • Greywood Investments, LLC(17)
  • Intracoastal Capital LLC(18)
  • Investment Opportunities SPC(19)
  • Ionic Ventures, LLC(20)
  • Kbb Asset Management(21)
  • Kershner Trading Americas, LLC(22)
  • Kingsbrook Opportunities Master Fund LP(23)
  • L1 Capital Global Opportunities Master Fund(24)
  • Leviston Resources LLC(25)
  • Lind Global Fund II LP(26)
  • LMA SPC(27)
  • Mank Capital LLC(28)
  • MMCAP International Inc.SPC(29)
  • Oceana Master Fund Ltd.(30)
  • One68 Global Capital, LLC(31)
  • Orca Capital GmbH(32)
  • Parkwood Master Fund Ltd.(33)
  • Pentwater Equity Opportunities Master Fund Ltd.(34)
  • Pentwater Merger Arbitrage Master Fund Ltd.(35)
  • Pentwater Unconstrained Master Fund Ltd.(36)
  • PWCM Master Fund Ltd.(37)
  • Red Rowan Investments Ltd(38)
  • Sabby Volatility Warrant Master Fund, Ltd(39)
  • Samara Master Fund Ltd(40)
  • GundyCo ITF The K2 Principal Fund L.P.(41)
  • The Mangrove Partners Master Fund, Ltd(42)
  • Truth SPC(43)
  • Verition Multi-Strategy Master Fund Ltd(44)
  • Vertical Holdings, LLC(45)
  • YAII PN LTD(46)
• As of October 11, 2023, the remaining PIPE investment is $533,000,000. – LINK
• The remaining PIPE investment is $515,500,000. – LINK

WAIVER LETTER

EARNOUT

• In addition to the Merger Consideration set forth above, the TMTG Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of DWAC common stock (the “Earnout Shares”) after the Closing based on the price performance of the DWAC common stock during the three (3) year period following the Closing (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows:
  • DWAC’s common stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period, the Purchaser shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares [Earnout Threshold amended to $12.50]
  • DWAC’s common stock equals or exceeds $20.00 per share for any 20 trading days within any 30 trading day period, the Purchaser shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares [Earnout Threshold amended to $15.00]
  • DWAC’s common stock equals or exceeds $30.00 per share for any 20 trading days within any 30 trading day period, the Purchaser shall issue to the TMTG Stockholders an aggregate of 10,000,000 Earnout Shares [Earnout Threshold amended to $17.50]
• If there is a final determination that the TMTG Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the TMTG Stockholders.

LOCK-UP

• Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of
  • (x) the six-months after the date of the Closing
  • (y) the date on which the closing price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing

NOTABLE CONDITIONS TO CLOSING

• Upon the Closing DWAC shall have cash, including funds remaining in DWAC’s trust account and the proceeds of any PIPE Investment, after giving effect any Redemptions but prior to the payment of DWAC’s unpaid expenses or liabilities, of at least equal to $60,000,000

NOTABLE CONDITIONS TO TERMINATION

• By either DWAC or TMTG if any of the conditions to Closing have not been satisfied or waived by September 20, 2022 (the “Outside Date”) [Amended to December 31, 2023]
  • DWAC shall have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest of:
    • (i) three months
    • (ii) the period ending on the last day for DWAC to consummate a business combination after such Extension
    • (iii) such period as determined by DWAC

ADVISORS

• EF Hutton is acting as sole financial and capital markets advisor to DWAC.
• Ellenoff Grossman & Schole LLP was the previous legal counsel for DWAC.
• Paul Hastings LLP is the current legal counsel for DWAC.
• Nelson Mullins Riley & Scarborough LLP acted as legal counsel to TMTG.

MANAGEMENT & BOARD

Executive Officers

Eric Swider, 47 [Appointed 3/22/23]
Chief Executive Officer

Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Since February 2021, Mr. Swider has also served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. Mr. Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016, where he is responsible for FEMA grant management and government advisory services. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw launch of 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 new investment team and was responsible for working on a global basis to expand 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 new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.

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Patrick Orlando, 49 [Resigned 3/22/23]
Chairman and Chief Executive Officer

Mr. Orlando has been serving as Chief Executive Officer of Yunhong International, a publicly listed special acquisition purpose corporation since January 2020 (Nasdaq: ZGYH) and as Chief Executive Officer of Benessere Capital Acquisition Corp. a publicly listed special acquisition purpose corporation since September 2020. He has also been serving as a director of Maquia Capital Acquisition Corp., special purpose acquisition corporation since February 2021. Mr. Orlando is Chief Executive Officer of Benessere Capital, LLC, an investment consulting and investment banking firm he founded in Miami in October 2012. At Benessere Capital, LLC, he has advised on fundraising, capital deployment, mergers and acquisitions, private placements, and products marketing. From March 2014 to August 2018, Mr. Orlando also served as the Chief Financial Officer of Sucro Can Sourcing LLC, a sugar trading company he co-founded, where he managed all financial matters including insurance and banking relationships. From November 2014 to August 2018, Mr. Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company, where he focused on compliance, finance, and processing technology. From March 2011 to March 2014, Mr. Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities. From September 2006 to March 2011, Mr. Orlando served in roles including Chief Technical Officer and Director of Pure Biofuels Corporation, a renewable fuel corporation headquartered in Houston, Texas with operations in Peru. From April 1998 to December 2003, Mr. Orlando served as the Director of Emerging Markets Fixed Income Derivatives of Deutsche Bank. Mr. Orlando earned degrees in Mechanical Engineering and Management Science from the Massachusetts Institute of Technology.

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Luis Orleans-Braganza, 52 [Resigned 12/16/22]
Chief Financial Officer 

Mr. Orleans-Braganza is a businessman and currently a member of Brazil’s National Congress, originally elected in 2018, representing the state of São Paulo. He founded Zap Tech in February of 2012 and remained there until 2015, during which time Zap Tech developed a mobile payment platform. As the CEO he was responsible for all aspects of product design, geo localization and payment protocols. In August of 2005 he founded IKAT do Brasil, an automobile and motorcycle company which developed new automotive technology in ignitions. Mr. Braganza was responsible for all aspects of general management including team building, business development, research and development and capital allocation. Prior to his political and entrepreneurial days, his professional trajectory began in the United States, where he harnessed experiences in planning, finance and mergers and acquisitions. Mr. Braganza was part of the sales and operations planning effort of Companie de Saint-Gobain, a French multinational, between January of 1994 and December of 1996. Later he extended his financial experience at JP Morgan investment banking division in London and at Lazard Frères in New York City. From April 2000 to May 2005, he acted as a director at Time Warner’s, AOL Latin America division where he was responsible for managing strategic alliances with media and telecom players in multiple countries in the region. Mr. Braganza earned a degree in Business Administration from the Fundação Armando Álvares Penteado.

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Board of Directors

Edward Preble, — [Appointed 1/3/22]
Director

Mr. Preble began his career in 2001 as an International Advisor for Morgan Stanley and worked directly with many Institutional and ultra-high net worth families. Before beginning his own global business development consultancy in 2008, Mr. Preble worked as a Global Private Wealth Manager for Merrill Lynch for two years. In 2017, Mr. Preble headed internationals sales for Crider Foods, the largest added value poultry company expanding sales significantly over five years. He is a member of Southeast United States Trade Organization, and USA Poultry. Mr. Preble received a Bachelor’s Degree of Arts in Finance and a Corporate Master’s Degree in Business Administration from Florida International University.

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Frank Andrews, — [Appointed 1/3/22]
Director

Mr. Andrews is an independent media consultant that has worked with many top performing artists and is highly connected in the media space. He began his career working on Fortune 500 brands’ advertising campaigns with a subsequent focus as a producer on product videos, industrial productions, and live international trade shows for brands like Canon and Sony with featured artists like Cindy Lauper. He continued to work with well-known media artists which led him to launch My Creative Waves Corp in 2014. Mr. Andrews quickly grew the strategic consultancy offering guidance to drastically improve consumer experiences for both digital and traditional media for major consumer brands such as Macy’s. Mr. Andrews graduated with a Bachelor of Science Business Administration from University of Central Florida, with an MFA candidacy in Film Television Production from The Savannah College of Art & Design.

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Lee Jacobson, 55 [Resigned 12/16/22]
Director

Since January 2018, he has been the co-founder and Chief Executive Officer of Robot Cache US, Inc., a PC games digital distribution company. From January 2017 to January 2018, Lee was the Managing Director of Converge Direct, LLC, a digital advertising agency, where he managed all of the analytics and software development operations for its clients. From September 2012 through 2016, Lee was the Chief Executive Officer of Apmetrix Analytics Inc., which liquidated its assets in 2019 in a Chapter 7 bankruptcy proceeding. From September 2009 to September 2012, Lee was a Senior Vice President, Licensing and Digital Publishing for Atari, where he was responsible for global licensing activities for all consumer products and interactive categories for the Atari brand and global publishing operations for the console and mobile business units. From August 1998 to August 2009, Lee was a Vice President, Business Development and Licensing, for Midway Games Inc., during which time he managed the worldwide licensing and business development functions. Prior to 1998, Lee was a Director of Business Development for Virgin Interactive Entertainment beginning in January 1997.

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Bruce J. Garelick, 51 [Resigned 6/22/22]
Director

Mr. Garelick is a venture capitalist/entrepreneur/c-level executive and disruptive technology investing enthusiast. Since August 2020, he has served as the chief-strategy-officer at Rocket One Capital. From May 2019 to August 2020, he served as Chief Financial Officer of Leaf Logix Technologies, Inc., a software company. From 2012 to May 2019, Mr. Garelick was the founder and Managing Partner of Garelick Capital Partners LP, a technology hedge fund. Prior thereto, from January 2005 to 2012, Mr. Garelick was a portfolio manager at Adge Capital LP. Mr. Garelick has dedicated his career to investing, molding, and guiding transformative growth technology companies. He has managed one of the largest technology hedge fund pools of capital in the world for a former Harvard University endowment investment manager to starting his own hedge fund, which grew into one of the top dedicated technology hedge funds in the world. He has since transitioned his investment focus and managerial skills to the private technology world, where he served as a lead investor and CFO of an industry defining software company to his current venture capital focus on early-stage technology companies at Rocket One Capital. Mr. Garelick received his MBA from The Wharton School at University of Pennsylvania and his bachelor’s degree at Vanderbilt University. He is a CFA (Chartered Financial Analyst) holder.

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Justin Shaner, 39 [Resigned 11/16/22]
Director

Mr. Shaner founded and has been serving as Chief Executive Officer of Shaner Properties LLC, a real estate investment and development company, since February 2011. Since February 2021, Mr. Shaner has also served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. Mr. Shaner has been Vice President of Development for Shaner Hotels LP, one of the foremost award-winning hospitality owner-operators and management companies in the hospitality industry, since 2018. Mr. Shaner has been serving as the Chief Executive Officer of Sobe Brooke Studios LLC, an independent film production company, since October 2012. From August 2013 to June 2016, Mr. Shaner served as a Partner and Producer of Radar Pictures in Los Angeles, California. From September 2007 to September 2015, Mr. Shaner served as the President and Chief Creative Officer of The JLS Agency, an award winning digital marketing agency. Mr. Shaner also serves as a board member for Shaner Ciocco S.r.l. which developed and manages the Renaissance Tuscany hotel. Mr. Shaner holds a Bachelor’s degree from the Pennsylvania State University.

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Eric Swider, 47
Director

Mr. Swider has been serving as the Chief Executive Officer of RUBIDEX since January 2020, a start-up company focusing on data security. Since February 2021, Mr. Swider has also served as a director of Benessere Capital Acquisition Corp., a special purpose acquisition company. Mr. Swider founded Renatus Advisors and has been serving as the Partner of Renatus LLC since June 2016, where he is responsible for FEMA grant management and government advisory services. From September 2016 to January 2018, Mr. Swider served as the Managing Director of Great Bay Global where he oversaw launch of 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 new investment team and was responsible for working on a global basis to expand 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 new property and resort management group. Mr. Swider received his education in Mechanics Engineering and Nuclear Science Studies at US Naval Engineering and Nuclear A Schools, an intensive two-year program studying nuclear physics, heat transfer and fluid flow, advanced mathematical practices and engineering principles.

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Rodrigo Veloso, 41 [Resigned 12/16/22]
Director

Mr. Veloso was the founder and served as Chief Executive Officer of O.N.E. Coconut Water from 2005 to 2012, one of the original three ready-to-drink coconut water beverage companies. Mr. Veloso led the growth of the O.N.E. brand into a multi-million dollar business with distribution in over 25,000 retail stores in the United States and Canada. Mr. Veloso secured strategic and private equity investors for the company – PepsiCo and Catterton Partners, respectively, which led to PepsiCo’s purchase of O.N.E. Coconut Water in 2012. Mr. Veloso has been serving as the principal of Unik Capital since 2013, a boutique investment firm with investments in technology, consumer goods and housing, which currently operates in the United States and Brazil. Mr. Veloso has been serving as the board member of Segurar.com since 2012, Brazil’s first online insurance company. Mr. Veloso has been also serving since 2010 as the Co-Founder of BRIC Chamber, an organization established to encourage people from around the world to meet and talk about the development and advancement of programs and services in the fields of investment, entrepreneurship and innovation in Brasil, Russia, India, China (“BRIC”) and other emerging countries.

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