Donald Trump has a SPAC and its name is DWAC. Whut? Precisely. The saga of Truth Social has been confusing, not to mention checkered. The latest news is that it has agreed to an $18 Million fine, which may be just one more desperate tap dance to stay afloat, in the hopes of attracting some solid investor money.
Here’s how Digital World Acquisition Company, which is the Special Purpose Acquisition Company formed to finance Truth Social is trading these days.
A special purpose acquisition company (SPAC) is formed to raise money through an initial public offering (IPO) to buy another company. In October, 2021, a SPAC called Digital World Acquisition Corp (DWAC) was formed in order to raise money to buy Truth Social. Axios:
Why it made sense: This was a merger of convenience.
- Truth Social was still months away from launch in October 2021, let alone generating revenue or installing a management team. Merging with DWAC would help Trump capitalize his company without spending much of his own money, as has been his wont.
- DWAC was one of more than 500 SPACs launched in 2020 and 2021, most of which were indistinguishable from one another. Truth Social was a way to stand out, plus attract nontraditional retail investors who were likely to remain loyal.
But, but, but: Shortly after the merger was announced, the NY Times reported that DWAC’s CEO and Trump had discussed a potential merger before DWAC itself went public — which could have violated federal securities laws.
- Soon there was an investigation by the U.S. Securities and Exchange Commission, and then by the U.S. Justice Department.
- All DWAC directors all received subpoenas by last July for a federal grand jury in New York.
- All of this left the merger hanging, unable to receive SEC approval to proceed. DWAC did manage to secure an extension through to this September, but around a quarter of that $1 billion in outside financing has already dissipated.
The state of play in mid-June, a mere two and a half weeks ago, was that either side could terminate the merger without penalty. DWAC is mired in legal investigations, which go very slowly. Truth Social is also growing at a glacial rate. Trump’s account, which is by far the biggest one on the platform, has 5.4 million followers, which is 6% of what he had at Twitter.
So Truth Social is underperforming, and its SPAC, DWAC, which was supposed to finance it, is not exactly pumping investment money into Truth Social, if we are to believe the chart above. Now DWAC says it has struck a tentative settlement with securities regulators. Under that settlement, DWAC would pay an $18 million penalty and revise some of its regulatory filings.
Previously, DWAC had until July 24, a mere three weeks from now, in which to get its books in order so that it would continue to be listed on the New York Stock Exchange. We’ll see what happens on that date.
In all events, under this new agreement, DWAC has until September 8 to get all its ducks in a row and merge with Truth Social.
So, the issue seems to be: whether a SPAC which is saddled with scandal and the subject of numerous investigations by the SEC can successfully turn things around so that it can take a fledging social media platform (growing at glacial speed) public — so that all parties concerned can make a lot of money — and this is after the SPAC’s stock has dropped precipitously and stayed down.
Beats me. But that seems to be what this all boils down to, unless I’m missing something. Just looking at the chart, it appears that people who got in and got out early made some money in this shell game. Everybody else was left holding the bag on a bad bargain. Which makes it vintage Trump.
But let’s see what happens July 24. And all eyes are on September 8.
Meanwhile, Truth Social is scrabbling for other investors and there’s a credible rumor that maybe it will do some kind of a business deal with Rumble.
Behind the scenes: There’s talk that Truth Social has considered the idea of being acquired by someone else, such as its strategic partner Rumble, but thus far it doesn’t appear to be too serious.
- Axios unsuccessfully reached out for comment to Truth Social CEO Devin Nunes, interim DWAC CEO Eric Swider, and Rumble CEO Chris Pavlovski.
The bottom line: Either side can terminate the merger without penalty. They should.
Watch the calendar. It will be interesting if Donald Trump is a presidential candidate without a platform. Or, maybe he’ll just tank Truth Social and return to Twitter — assuming it’s still standing. Maybe we’ll all go back to communicating with drawings on cave walls.
We live in interesting times, no question of that.