Trump Launched Trump Media & Technology Group And Unveiled Plans For Truth Social. According to the Associated Press, “The former president launched his new company, Trump Media & Technology Group, in October. He unveiled plans for a new messaging app called ‘Truth Social’ to rival Twitter and the other social media platforms that banned him following the Jan. 6 insurrection at the U.S. Capitol.” [Associated Press, 12/4/21]
Trump Was The Chair Of Trump Media & Technology Group. According to the Associated Press, “Trump is listed as chair of TMTG.” [Associated Press, 12/4/21]
March 6, 2021: Digital World Acquisition Corporation (DWAC) Registered With The SEC.. According to the Securities and Exchange Commission, Digital World Acquisition Corporation registered with the SEC on March 6, 2021. [SEC, viewed 10/3/22]
Digital World Acquisition Corporation Was Created As A Special Purpose Acquisition Company (SPAC), Whose Sole Purpose Was To Take A Private Company Public. According to the Associated Press, “TMTG’s plan is to become a publicly listed company through a merger with the publicly traded Digital World Acquisition Corp., a special purpose acquisition company whose sole purpose is to acquire a private company and take it public.” [Associated Press, 12/4/21]
October 20, 2021: DWAC Entered Into A Merger Agreement With The Trump Media & Technology Corporation. According to the Security and Exchanges Commission, “On October 20, 2021, Digital World Acquisition Corp., a Delaware corporation (the ‘Company’), entered into an Agreement and Plan of Merger (the ‘Merger Agreement’) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (‘Merger Sub’), Trump Media & Technology Group Corp., a Delaware corporation (‘TMTG’), ARC Global Investments II, LLC, a Delaware limited liability company, in the capacity as the representative for certain stockholders of the Company, and TMTG’s Chief Legal Officer, in the capacity as the representative for stockholders of TMTG. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the ‘Closing’), Merger Sub will merge with and into TMTG, with TMTG surviving as a wholly-owned subsidiary of the Company (the ‘Business Combination’), and with TMTG’s equity holders receiving shares of the Company’s common stock.” [SEC, 10/21/21]
DWAC Would Take Trump Media Public And Fund It For $293 Million. According to the SEC, “Trump Media & Technology Group and Digital World Acquisition Corp. (NASDAQ: DWAC) have entered into a definitive merger agreement, providing for a business combination that will result in Trump Media & Technology Group becoming a publicly listed company, subject to regulatory and stockholder approval. 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).” [SEC, 10/21/21]
December 4, 2021: DWAC Raised Additional $1 Billion For Trump Media & Technology Group Merger. According to the Associated Press, “Donald Trump’s new social media company and its special purpose acquisition company partner say the partner has agreements for $1 billion in capital from institutional investors. The former president launched his new company, Trump Media & Technology Group, in October. He unveiled plans for a new messaging app called ‘Truth Social’ to rival Twitter and the other social media platforms that banned him following the Jan. 6 insurrection at the U.S. Capitol. TMTG’s plan is to become a publicly listed company through a merger with the publicly traded Digital World Acquisition Corp., a special purpose acquisition company whose sole purpose is to acquire a private company and take it public. The institutional investors were not identified in a press release issued Saturday by Trump Media and Digital World. The money would come from ‘a diverse group’ of investors after the two companies are combined, it said. Digital World said in the release that the $1 billion is above the $293 million (minus expenses) that it may invest. ‘I am confident that TMTG can effectively deploy this capital to accelerate and strengthen the execution of its business, including by continuing to attract top talent, hire top technology providers, and roll out significant advertising and business development campaigns,’ Digital World CEO Patrick Orlando said in the release.” [Associated Press 12/4/21]
AP: Trump Stood To Acquire “Tens Of Millions In Special Bonus Shares” Potentially Worth Billions If TMTG Performed Well Once Public. According to the Associated Press, “Trump is listed as chair of TMTG. He will get tens of millions in special bonus shares if the combined company performs well, handing the former president possibly billions of dollars in paper wealth.” [Associated Press, 12/4/21]
December 6, 2021: DWAC Announced It Was Under Investigation From The Securities And Exchange Commission As Well As The Financial Industry Regulatory Authority. According CNN, “The shell company that is facilitating former President Donald Trump’s return to Wall Street disclosed Monday that federal regulators are investigating the deal. In October, Trump announced a new media venture that would ‘stand up to the tyranny of Big Tech.’ That new entity, chaired by the former president, agreed to go public through a merger with Digital World, a Special Purpose Acquisition Company, or SPAC. In a filing Monday, Digital World Acquisition Corp. said it received a document and information request from the Securities and Exchange Commission in early November. Among other items, Digital World said the SEC request sought documents and communications between Digital World and Trump Media and Technology Group. Digital World also said Wall Street’s self-regulator, the Financial Industry Regulatory Authority, or FINRA, is looking into trading prior to the deal’s announcement.” [CNN, 12/6/21]
May 16, 2022: DWAC Proxy Statement Said Merger Might Be Stopped By The SEC. According to the New York Times, “A new regulatory filing by the company in talks to merge with the Trump Media & Technology Group also warned that regulators may not let the deal go through. Former President Donald J. Trump could be paid to post for his own start-up company and it remains unclear if securities regulators would allow its merger with a cash-rich shell corporation to go forward, according to a securities filing on Monday. The long-anticipated registration statement filed by the Digital World Acquisition Corporation said it anticipated completing the merger with the Trump Media & Technology Group in the second half of the year. But the document, known as an S4, said the Securities and Exchange Commission, which began investigating the proposed merger last year, could ‘disapprove this transaction and issue a stop order’ that would block it.” [New York Times, 5/16/22]
Merger Is Stuck And Not Likely To Be Concluded Until Investigations Are Resolved. According to the New York Times, “The proposed merger has since been stuck. The deal is unlikely to go through until the investigations are resolved. Thus, Trump Media cannot access the $300 million that Digital World raised through its public offering.” [New York Times, 10/5/22]
June 27, 2022: DWAC Executives Were Subpoenaed By Federal Grand Jury. According to the New York Times “A federal grand jury in Manhattan has issued subpoenas regarding the merger, which is also under investigation by financial regulators. The public listing of former President Donald J. Trump's social media company took a fresh blow on Monday when the cash-rich shell company merging with Mr. Trump's company disclosed in a regulatory filing that a federal grand jury in New York recently issued subpoenas to the company and its directors. The grand jury subpoenas were issued within the past week, according to the filing by Digital World Acquisition, a special purpose acquisition company, or SPAC, that announced a merger with Trump Media & Technology Group in October. After the merger, Trump Media would assume Digital World's listing and trade as a public company. The disclosure by Digital World is the first indication that federal prosecutors in Manhattan have joined in the scrutiny of the merger between Digital World and Trump Media, which has been under investigation by financial regulators for months. The investigation threatens to further delay the completion of the merger, which would provide Mr. Trump's company and its social media platform, Truth Social, with up to $1.3 billion in capital, in addition to a stock market listing.” [New York Times, 6/27/22]
August 5, 2022: DWAC Asked Shareholders To Delay Merger With Trump Media Until 2023 Due To Concerns, Including Federal Investigations Into The Deal. According to Forbes, “Digital World Acquisition Corp., the special purpose acquisition company planning to merge with the company behind former President Donald Trump's Truth Social platform, is asking its shareholders to delay the deadline for completing the deal until 2023, in part because of federal investigations into the transaction.” [Forbes 8/5/22]
65% Of Shareholders Were Needed To Approve Delay Or Face Either Liquidation Or Shorter-Term Extensions Paid For By Money Being Added To The Trust. According to CNBC, “DWAC and Trump Media face a Thursday deadline to complete the merger, and the SPAC is eagerly seeking an extension. DWAC needs 65% of shareholders to approve the delay. Patrick Orlando, DWAC’s CEO, has issued a barrage of pleas to shareholders through various channels, including Truth Social, urging them to approve the extension. Non-votes are essentially counted as ‘no’ votes. Some of the SPACs institutional investors, including Lighthouse Investment Partners and Pentwater Capital Management, didn’t comment on the upcoming vote when reached by CNBC. Citadel Investment Group said the company is holding stock as a ‘market maker,’ not as a voting shareholder. DWAC has warned previously that a ‘no’ result could force DWAC into liquidation. The SPAC does, however, have built-in extensions of up to six months that can be initiated by sponsors adding money to the trust.” [CNBC, 9/3/22]
September 5, 2022: Vote To Extend Merger Deadline Failed. According to Reuters, “The blank-check acquisition firm that agreed to merge with Donald Trump's social media company failed to secure enough shareholder support for a one-year extension to complete the deal, people familiar with the matter said on Monday. At stake is a $1.3 billion cash infusion that Trump Media & Technology Group (TMTG), which operates the former U.S. president's Truth Social app, stands to receive from Digital World Acquisition Corp (DWAC.O), the special purpose acquisition company (SPAC) that inked a deal last October to take TMTG public.” [Reuters, 9/5/22]
September 8, 2022: DWAC Postponed Conclusion Of Vote Until October 10. According to the New York Times, “Digital World Acquisition adjourned by a month an important shareholder meeting after it came up short in votes supporting a one-year extension for the deal. The cash-rich company that seeks to merge with former President Donald J. Trump’s upstart social media company is still scrambling to get enough shareholders to vote in favor of extending the deadline for getting a deal done. The company, Digital World Acquisition, threw a curveball at investors on Thursday when it adjourned by a month an important shareholder meeting that was meant to close the voting period and announce the vote tally, after it came up short in votes supporting a one-year extension. Before the adjournment, to Oct. 10, Digital World twice delayed reporting the outcome of the shareholder vote, and on Tuesday it adjourned a similar special shareholder meeting. The adjournment buys more time for the special purpose acquisition company, or SPAC, to gain more support for the extension. The company is asking shareholders to give it another year to complete the merger with Trump Media & Technology, which in February started its flagship social media app, Truth Social.” [New York Times, 9/8/22]
After Extension Vote Was Delayed To October, DWAC’s Managers Borrowed $2.85 Million To Unilaterally Extend The Merger Deadline To December 8, 2022. According to Reuters, “The SPAC managers handed over $2.85 million to Digital World's trust this month - in a move that allowed them to unilaterally extend the SPAC's life, without shareholder backing, to Dec. 8. They borrowed that money, according to a person familiar with the arrangement.” [Reuters, 9/20/22]
September 20, 2022: DWAC Investors Threatened To Pull $1 Billion In Additional Funding Unless Financial Terms Were Renegotiated To Shift Risk Onto Trump Side Of The Merger. According to the Financial Times, “Donald Trump and the backers of a blank-cheque company that plan to take his Truth Social media business public are scrambling to renegotiate a $1bn financing package with investors ahead of a crucial deadline for the deal. Investors who committed to provide funds to the company through a so-called private investment in public equity (Pipe) transaction are in discussions with Patrick Orlando, the chief executive of Digital World Acquisition Corporation, to secure better terms, said two people familiar with the talks. The revised agreement would shift more of the risk associated with the transaction to Trump and his backers, the people added. The $1bn deal with investors was scheduled to expire on Tuesday. If they choose to withdraw their support, Truth Social owner Trump Media & Technology Group will receive much less cash even if its planned merger with DWAC, a so-called special purpose acquisition company (Spac), goes through.” [Financial Times (UK), 9/20/22]
September 24, 2022: Following The Missed Deadline, DWAC Received Cancellation Notices For $138.5 Million In Financing. According to CNBC, “Shares of Digital World Acquisition Corp. fell this week as the company missed a key deadline to hold on to about $1 billion in financing for its proposed merger with former President Donald Trump’s media company. DWAC, which is a special purpose acquisition company, or SPAC, has been set to be the vessel to take Trump Media and Technology Group public. But the deal with Trump’s firm has run into several financial and legal obstacles. At its 2022 peak, DWAC’s stock traded at $97. Now, its share price sits around $16 as markets slide, the appetite for SPACs dries up and Trump faces mounting legal peril. The stock fell about 3% Friday. DWAC secured $1 billion in financing from private investors in public equity, also known as PIPE, which would fund Trump Media after the merger. However, Tuesday marked the expiration of these investors contractual obligations to the deal, allowing them to pull their funding. Late Friday, DWAC disclosed in a regulatory filing that, between Monday and Friday, it received termination notices from PIPE investors representing about $138.5 million of the financing. PIPE investors are given convertible preferred shares, which can be transferred into common stock at a discount. By converting and selling these shares, these investors also have the power to significantly dilute the holdings of other investors including former president Trump.” [CNBC, 9/24/22]
April 25, 2022: DWAC Lost Nearly Half Its Value After Elon Musk Announced Deal To Buy Twitter. According to CNN, “Elon Musk’s quest to become a social media mogul is dealing a blow to Donald Trump’s social venture. Shares of Digital World Acquisition Corporation, the controversial blank-check firm that plans to merge with Trump Media & Technology Group, fell 13% on Monday to close at $35.71. That’s the lowest level since the Trump deal was announced last October — and the selloff comes as Musk reaches a deal to take over Twitter, one of the Big Tech companies Trump had vowed to take on. At one point, the stock was down as much as 19%. Trump Media & Technology Group recently launched Truth Social, a Twitter clone aimed at conservatives whom Trump claims Twitter has silenced. ‘There’s no need to download Truth Social if you can get it on Twitter,’ said Matthew Kennedy, senior IPO market strategist at Renaissance Capital, which provides IPO-focused ETFs and pro-IPO research. Since the final trading day before Musk surprised Wall Street by saying he had amassed a stake in Twitter, Digital World has lost 44% of its value. The special purpose acquisition company, or SPAC, closed at $63.25 on April 1 before Musk’s announcement April 4.” [CNN, 4/25/22]
October 4, 2022: DWAC Shares Dropped 5% After Musk Proposed Completing Previous Deal To Buy Twitter. According to CNBC, “Shares of Digital World Acquisition Corp., the special-purpose acquisition company seeking to take Trump Media and Technology Group public, slid Tuesday after Elon Musk reversed course and proposed going through with his deal to buy Twitter. Shares of DWAC fell more than 5% Tuesday to $17.10. The stock’s 2022 peak was about $97 in March. Trump Media and Technology Group owns Truth Social, the platform founded by former President Donald Trump after he was banned from Twitter following the Jan. 6, 2021 Capitol insurrection.” [CNBC, 10/4/22]
August 16, 2022: DWAC Asked For Extension To File Earnings Report After Losing $6.5 Million In Last Report. According to CNBC, “Digital World Acquisition Group, the special purpose acquisition company that plans to merge with Trump Media and Technology Group and take it public, is asking for an extension to file its earnings report, according to a regulatory filing Tuesday. In a filing with the Securities and Exchange Commission, DWAC said it expects to report within the agency's five-day grace period of the required filing date. Publicly traded companies are required to report earnings no later than 35 days after a quarter is complete. DWAC said it had a net loss of about $4.7 million and $6.5 million for the three-month and six-month periods ended June 30, respectively. It said the amounts are still under review and may differ from its reported figures.” [CNBC, 8/16/22]
August 25, 2022: Vendor Alleged They Have Not Been Paid $1.6 Million Owed By Truth Social. According to CNBC, “Former President Donald Trump’s social media outfit, Truth Social, is locked in a bitter battle with one of its vendors claiming that the platform is stiffing the company out of more than $1 million in contractually obligated payments, FOX Business has learned. If the allegations are true, they would suggest that Truth Social’s finances are in significant disarray, people with direct knowledge of the matter say. Internet infrastructure company RightForge is said to be among Truth Social’s largest vendors and creditors, these people say. In October, RightForge announced it entered into an agreement to host Truth Social, which Trump helped create after he was banned by Twitter following the Jan. 6 riots. RightForge now contends that Truth Social has reneged on its contractually obligated monthly payments for setting up the platform’s web-servicing infrastructure, according to three people with direct knowledge of the matter. These people say RightForge contends that Truth Social has made just three payments and ceased making any payments since around March. RightForge claims that Truth Social owes it around $1.6 million and is threatening legal action to recoup the money, these people add. RightForge CEO Martin Avila declined to comment ‘on any private matters,’ but wouldn’t deny the disagreement between the two entities. He added in a statement: ‘Our founding vision is to make a second internet to support American ideas online. RightForge believes in the mission of President Trump’s free speech platform and wish to continue supporting the president in his media endeavors.’ A spokesman for Truth Social also would not deny the matter when contacted by FOX Business. A spokesman for Trump had no comment.” [CNBC, 8/25/22]
September 17, 2022: DWAC Failed To Pay Proxy Solicitor While Trying To Get Enough Support To Extend Deadline On Merger Talks. According to the Financial Times, “Executives behind a blank-cheque company that plans to take Donald Trump’s media business public have failed to pay their proxy solicitors even as they struggle to drum up support for an extension to complete the deal. Digital World Acquisition Corporation, a special purpose acquisition company set up by Patrick Orlando, has not paid Saratoga Proxy Consulting for its work helping to rally shareholders, according to people familiar with the situation. DWAC owes the New York-based firm a six-figure sum but Orlando has informed it that there is no money to pay the bill, one of the people said. On Friday, the company announced that it had brought on a new proxy solicitor, Alliance Advisors. Orlando responded to an email sent by the Financial Times with a screenshot appearing to show a message sent to a DWAC shareholder by TD Ameritrade on September 13 saying voting had closed a week earlier and a link to its latest filing with the Securities and Exchange Commission. Saratoga declined to comment.” [Financial Times (UK), 9/17/22]
September 26, 2022: Digital World Acquisition Corporation Changed Their Address In A Regulatory Filing To A UPS Store In Miami. According to CNBC, “Digital World Acquisition Corp., the blank-check company looking to take Trump Media and Technology Group public, has changed its listed address to a UPS Store in Miami. The change from a Miami office building to a UPS address came with DWAC’s regulatory filing on Friday disclosing that some investors pulled out tens of millions of dollars.” [CNBC, 9/26/22]
October 10, 2022: Meeting To Count Votes To Extend Merger Deadline To September 8, 2023. According to a filing with the Securities and Exchange Commission, “Digital World Acquisition Corp. (NASDAQ:DWAC) (‘Digital World’ or the ‘Company’) encourages its stockholders to vote in favor of the proposal at the upcoming adjourned special meeting of stockholders (the ‘Special Meeting’) to amend the Company's amended and restated certificate of incorporation (the ‘Extension Amendment’) to extend the period of time for completing a business combination (the ‘Extension’) until September 8, 2023 or such earlier date as determined by the Company's Board of Directors. Stockholders as of the August 12, 2022 record date can vote, even if they have subsequently sold their shares. The Digital World warrant holders are not entitled to vote at this time. […] . The Company urges all of its stockholders to vote FOR the Extension at the upcoming Special Meeting. Votes will be accepted up to and during the Special Meeting; however, the Company strongly encourages the prompt submission of votes. The Company appreciates stockholders' continuous support and is working diligently to complete its initial business combination. As a reminder, the Special Meeting to approve the Extension Amendment will be held virtually at 12:00 p.m. Eastern Time October 10, 2022.” [Digital World Acquisition Corp., 9/29/22]
December 8, 2022: Current Deadline To Agree To Merger. According to a filing with the SEC, “On September 8, 2022, Digital World Acquisition Corp., a Delaware corporation (‘Digital World’ or the ‘Company’), issued a promissory note (the ‘Note’) in the aggregate principal amount of $2,875,000 to ARC Global Investments II LLC, the sponsor of the Company (the ‘Sponsor’), in connection with the extension of the termination date for the Company’s initial business combination (the ‘Initial Business Combination’) from September 8, 2022 to December 8, 2022.” [SEC, 9/8/22]
DWAC Can Extend The Merger Deadline An Additional Three Months (March 2023) Without Shareholder Approval As Along As DWAC’s Sponsors Add At Least $2.5 Million Into The Trust Account. According to a filing with the SEC, “WHEREAS, if a Business Combination (as defined herein) is not consummated within the initial 12 month period following the closing of the Offering, upon the request of the Company's sponsor (the ‘Sponsor’), the Company may extend such period by two extensions with each extension being three months for up to a maximum of six months in the aggregate, subject to the Sponsor or its affiliates or permitted designees depositing $2,500,000 (or $2,875,000 if the Underwriters' over-allotment option is exercised in full) into the Trust Account no later than the 12 month and the 15 month anniversary of the Offering (each, an ‘Applicable Deadline’) for each three month extension (each, an ‘Extension’), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon consummation of a Business Combination.” [SEC, 9/2/21]
If The Merger Is Not Agreed To; Or The Deadline Extended By December 8, 2022; DWAC Would Be Liquidated And IPO Investors Would Receive Their Money Back. According to the New York Times, “The company recently sidestepped a Sept. 8 liquidation date that would have required the SPAC to immediately return to investors $300 million raised in its I.P.O. The investor group that sponsored Digital World was able to temporarily postpone the liquidation until Dec. 8.” [New York Times, 10/5/22]