Trump’s Back On Twit-X. Is That Because Truth Social’s Finally Sinking Or Just Coincidence?

Isn’t it interesting how Donald Trump decided to bury the hatchet with Elon Musk. Or something. In all events, to Twitter (X) he returned, to all his 88 million followers. Interesting timing, eh what? Could it have anything to do with this, I wonder.

You recall how Donald Trump has a SPAC and its name is DWAC? Well, you can read the rest of the legalese that was sent to the MAGAs who invested in DWAC and Truth Social. But the bottom line is, Truth Social is on its last legs. It had only July 23, 2023 to come up with revised paperwork to satisfy the SEC. It got a short extension. Then the auditor quit. Ooops. Pretty tough to do an audit when there’s no auditor, wouldn’t you say? Kinda like fixing the sink with no plumber, that kind of a deal?

Here’s the rest of what was sent to Trump’s peeps.

Now here’s a biggy. Lots of legalese but you will see Truth Social buried in there and highlighted in yellow/orange.

Many factors could cause actual future events to differ materially from the forward-looking statements in this email, including but not limited to: (i) the risk that the Business Combination and the securities purchase agreements between DWAC and certain institutional investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of DWAC’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 (the “PIPE”) may not be completed in a timely manner or at all, which may adversely affect the price of DWAC’s securities, (ii) the risk that the Business Combination may not be completed by DWAC’s Business Combination deadline and the potential failure to obtain DWAC’s stockholder approval of the extension amendment, (iii) the failure to satisfy the conditions to the consummation of the Business Combination or the PIPE, including the approval of that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended on May 11, 2022, and on August 9, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) by the stockholders of DWAC, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by DWAC stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE or the Business Combination on TMTG’s business relationships, operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of DWAC or TMTG, (x) the outcome or effect of any legal proceedings that may be instituted against TMTG or against DWAC related to the Merger Agreement or the Business Combination, (xi) the risk or effect of any investigations by the SEC or other regulatory authority relating to the PIPE, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions, (xii) Truth Social, TMTG’s initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute its growth strategies, (xv) risks related to possible future pandemics and response and geopolitical developments related thereto, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xviii) DWAC’s ability to timely comply with Nasdaq’s rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence investigations, (xx) the risk that DWAC may elect not to proceed with the Business Combination in the event the License Agreement Waiver (as defined in the Merger Agreement) is not procured, and (xxi) those factors discussed in DWAC’s filings with the SEC and that that are contained in the definitive extension proxy and the Registration Statement relating to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of DWAC’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 26, 2023, as it may be amended or supplemented from time to time, and in other reports DWAC files with the SEC, including the extension proxy statement filed with the SEC on July 17, 2023. Risks regarding the Business Combination are also discussed in DWAC’s Current Reports on Form 8-K filed with the SEC on October 21, 2021, October 26, 2021, August 9, 2023, and August 16, 2023, and the proxy statement/prospectus included in the Form S-4 filed with the SEC on May 16, 2022, as it may be amended or supplemented from time to time. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to DWAC or TMTG (or to third parties making the forward-looking statements). 

Look, the MAGAs aren’t going to read this. My eyeballs are skipping over it and I have a law degree. I’m used to reading dense material, statutes and the like. I can figure this stuff out, they’re not going to bother and frankly I don’t blame them. Here’s what all this distills down to: 1) This is a notice required by law. 2) Truth Social is going down the toilet. That’s been the case for some time. 3) The fact that this document (and this is most of it, there’s more) went out via email at 11:00 a.m. PT today, August 24, and Donald Trump suddenly and mystically appears on Twitter nine hours later strikes me as being related.

Forbes or Financial Times or Market Watch or any number of outlets geared to reporting on exactly these kinds of things are going to post articles. But for right now, you can read the gist of this, which is that the Truth Social investors are required to take action to extend the deadline for DWAC to continue to stay viable until the end of the year. And what happens then, nobody seems to have a plan for. And that’s nothing new. Truth Social/DWAC has been living from hand to mouth for quite some time now, getting extensions, paying fines. There’s only so much of that you can do and the SEC rings down the curtain at some point.

And again, since Trump has magically appeared on Twitter, I think you know everything you need to know about the fate of Truth Social. Donald Trump is now Elon Musk’s bitch.

Look at it this way. Nobody is thinking about Truth Social right now. They’re all obsessing on the mug shot and the arrest. So Trump picked the most discreet moment he could to return to Twitter. He flew under radar, the radar in this case being the mug shot, where all the eyeballs are. The only reason I’m thinking about Truth Social is that I’ve been following its downfall studiously and taking notes. I’m surprised we’re even in August and talking about it. I thought that July 24 was sayonara Truth Social day.

Stay tuned, it’s going to get more insane than this. Hard to imagine, I know, but the Last Days Of Trump are going to be many things and dull is not one of them.