EXCLUSIVE deal partner for Trump’s Truth Social fails to secure support for SPAC expansion – sources

The Truth social network logo is seen on a smartphone in front of a screen of former U.S. President Donald Trump in this photo illustration taken February 21, 2022. REUTERS/Dado Ruvic/Illustration/File Photo

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Sept 5 (Reuters) – The blank check buyout 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 runs the former U.S. president’s Truth Social app, will receive from Digital World Acquisition Corp (DWAC.O), the specialty acquisition company ( SPAC) which entered into an agreement last October to take TMTG public.

The transaction has been on hold during civil and criminal investigations into the circumstances surrounding the deal. Digital World had hoped that the US Securities and Exchange Commission (SEC), which is reviewing its disclosures about the deal, would now have given its blessing for the transaction to go ahead.

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Most of Digital World’s shareholders are individual investors, and getting them to vote through their brokers has been challenging, Digital World CEO Patrick Orlando said last week.

Digital World needs 65% of shareholders to vote in favor of the proposal to extend its life by 12 months for the move to take effect. By Monday evening, Digital World had far fewer shareholders than those required to vote, the sources said.

The result of the vote will be announced at a special meeting of Digital World shareholders on Tuesday. Digital World executives do not believe they will be able to gather enough shareholder support in time and have begun considering alternative options, according to the sources.

The sources requested anonymity because the vote numbers have not been made public. Representatives for Digital World and TMTG did not immediately respond to requests for comment.

One option Digital World is considering is delaying the voting deadline in a final bid to boost shareholder support, the sources said. Without further action, the SPAC is set to liquidate on Thursday and return the money it raised in its September 2021 IPO.

Should Digital World fail in its attempt to get shareholders to support the one-year extension, management has the right to extend the life without shareholder approval by up to six months. It is unclear whether Digital World will pursue this option, and whether that will allow enough time for regulators to reach a conclusion on whether the deal should proceed.

Digital World has revealed that the SEC, Financial Industry Regulatory Authority and federal prosecutors have been investigating the deal with TMTG, although the exact scope of the probes is unclear.

Among the information requested by regulators are Digital World’s due diligence documents on potential targets other than TMTG, relationships between Digital World and other entities, meetings of Digital World’s board of directors, policies and procedures related to trading, and the identity of certain investors, Digital World said.


If the deal were to be completed, TMTG would receive $293 million that Digital World has on hand plus $1 billion committed from a group of investors in the form of a private investment in public equity (PIPE).

The PIPE is scheduled to expire on September 20 unless the deal is completed. Investment bankers for Digital World have been reaching out to investors in recent weeks to gauge their interest in expanding PIPE, a person familiar with the matter said.

It is unclear how TMTG will manage without access to Digital World’s funding. It raised $22.6 million through convertible debentures last year and another $15.4 million through bridge financing in the first quarter of this year. The agreement with Digital World limits the debt that TMTG can take on before the deal closes to $50 million.

Digital World has said it believes TMTG will have “sufficient funds” until April 2023. TMTG said last week that Truth Social is “on a strong financial footing” and will soon start publishing ads.

Trump began using Truth Social in April, two months after it launched on Apple Inc’s ( AAPL.O ) app store. He currently has more than 4 million followers — a fraction of the 89 million he had on Twitter Inc ( TWTR.N ) before he was banned over his role in the January 2021 U.S. Capitol riots by thousands of his supporters.

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Reporting by Svea Herbst-Bayliss in Rhode Island; Additional reporting by Echo Wang and Krystal Hu in New York; Editing by Greg Roumeliotis and Edwina Gibbs

Our standards: Thomson Reuters Trust Principles.

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