The last days of Truth Social are purely Trumpian. Not only is the platform going down down down the dark ladder to whatever circle of Hell Ponzi schemes go to on September 8, but there is the usual self-righteous insistence in Trump world that it’s all a Deep State plot. Trump Media has an ongoing defamation lawsuit against the Washington Post. Last we knew, the truth was an absolute defense to allegations of defamation and the Post has reported just the facts ma’am — and so has Forbes, Market Watch, any number of others — but Trump world is livid with the Post.
Shannon Devine, a spokeswoman for Trump Media, which has sued The Post in an ongoing lawsuit for defamation over its past coverage of the [DWAC] merger, said in a statement, “Having repeatedly defamed TMTG with false accusations that it still hasn’t retracted, The Washington Post adds to its heaping pile of bias with this new collection of defamatory and self-refuting falsehoods, proving once again why it’s a terrible mistake for anyone to believe a word they read in this publication.”
The statement did not single out any specific inaccuracy in this story, but Trump Media has alleged in its lawsuit that The Post previously erroneously reported that Trump Media paid a finder’s fee for a loan it received to a company that Digital World’s previous CEO had an interest in.
The SEC declined to comment.
You’re getting the flavor of this right? That we’re talking about a company with one foot on dissolution and the other on a banana peel? And it is no secret that Donald Trump has a reputation for being litigious and for bringing frivolous lawsuits.
So how did we get here? A SPAC (Special Purpose Acquisition Company) is a “blank check” company, meaning that it raises money from investors to buy a private company — but doesn’t say which company it’s raising money for. A bit strange, but this exists. So basically you’re investing money in a pig in a poke, something that is sight unseen. It sounds perfect for Trump.
Once the SPAC decides on and discloses its target, it works to merge with that company and bring it to the public stock market, avoiding some of the demands of a more traditional initial public offering, or IPO.
If the SPAC is unable to complete the merger within the time it specifies, it must return the money it raised to shareholders.
Digital World completed its IPO on Sept. 8, 2021, and set a “termination date” for when the merger would be completed one year later, it said in SEC filings. Then, last August, Digital World said in a filing that the board believed it did not have sufficient time to complete the merger and asked shareholders to approve up to four three-months extensions.
Digital World’s leaders then staged an intense get-out-the-vote campaign, postponing shareholder meetings six times as they worked to secure enough investor support. After drawing on millions of dollars in funding from its corporate sponsor, ARC Global Investments II, the company was ultimately able to extend its deadline to Sept. 8 of this year.
Digital World needs 65 percent of the shares held by its nearly 400,000 investors to vote “yes” on the deadline extension; unvoted shares are counted as “no” votes. If the extension fails, Digital World said in a filing in July that it would “cease all operations except for the purpose of winding up” and repay investors at a price of about $10.24 per share — far below what many shareholders paid.
Those are the straightforward facts and I would like to see how Trump and allies prove actual malice and falsehood exist. Hey, maybe they’ll come sue us, too, for linking to the Post. I have a mayonnaise jar with quarters in it and Murf says he has some loose change in a sock. Good luck finding a deep pocket here, Donald. You won’t find a vest pocket.
Back to the deadline, deadline-extension votes are almost always approved because SPAC shares usually are bought by professional or institutional investors. But in the case of DWAC (Digital World Acquisition Corp) the shareholder base is made up largely of small-time “retail” investors, namely MAGAs. And the MAGAs are oblivious to all of this.
You may have read a piece here on August 24 about how the proxy statement was being sent out via email to all Truth Social subscribers. That was to get the “retail” investors on board to vote.
Meanwhile. Trump is melting down and blaming everybody else, as usual. It’s just another witch hunt. Righto.
Trump Media has blamed the SEC for the deal’s troubles, saying in a statement last year that the agency had worked to “sabotage” the merger for political reasons with “a bureaucratic black hole of inaction.”
But the SEC, which requires SPACs to meet disclosure requirements and other closing conditions before permitting a merger, said in July that it had investigated Digital World and found it had made “material misrepresentations” to investors.
In filings dating back to its September 2021 IPO, Digital World executives said they had not participated in merger discussions with any companies when in fact they’d started speaking with Trump Media leaders months earlier, in violation of federal antifraud guidelines, the SEC said in the statement.
In agreeing to pay an $18 million settlement over its false statements if the merger closes, Digital World said it would revise its registration statement, known as a Form S-4, to correct inaccuracies. The company has yet to resubmit that revised document, SEC filings show.
It has not and it can not, because DWAC’s auditor quit in early August. Now Bloomberg reported that Digital World on Aug. 9 announced it had hired accounting firm Adeptus Partners LLC as its new auditor. So maybe the fat will be pulled from the fire but it needs to be soon. DWAC is also on a final extension with Nasdaq, who has given the company until November to file the reports or risk being delisted on the New York Stock Exchange.
These are the facts which the Post and other outlets have reported but DWAC finds this information abusive.
Digital World’s chief executive, Eric Swider, said in a statement to The Post that most of this article’s reporting was “inaccurate or wildly misleading” but offered only four specific responses, arguing that the idea that the deal is on the edge of catastrophe is “nowhere near the truth”; that the company does not “look for ‘hype,’” and that he disputed the existence of a quote attributed to him in a company statement as well as the meaning of one of his Truth Social posts.
Well, I guess “edge of catastrophe” needs to be defined. I can tell you that if the powers that be in my digital world, let’s say Google and Microsoft, were telling me that I had until next Friday to perform a miracle or go out of business, in my reckoning that would quality as an edge of catastrophe event but not in Trump world I guess.
Swider has in recent days posted “URGENT!!” messages on Truth Social imploring shareholders to vote. In one post, he wrote, “As the Democrats will tell you; management says vote early, vote often. Bring all of your friends with you.” Swider told The Post the quote “had nothing to do with” Digital World. The post was written three days after Digital World postponed its last shareholder meeting with an official filing that quoted Swider as saying, “Our SPAC is at a defining crossroads.”
In another company statement on Aug. 22, Swider was quoted saying, “A vote for the Extension is a vote for freedom of speech.” When told The Post intended to include the quote in this story, Swider said in an email, “I do not believe this is accurate.” Days before the shareholder vote, the statement remained online.
And take a look at these figures.
According to Similarweb estimates, roughly 500,000 monthly active users in the United States visited Truth Social via its Apple and Android mobile apps in July, down from 600,000 in June.
Similarweb’s estimate of how many people in the United States visited Truth Social in July from either a desktop computer or their phone’s web browser totaled just over 1 million, down nearly 20 percent since June. (There is some overlap, given that users can access the site on both their desktops and phones.) Three times as many unique visitors in July visited the websites for The Old Farmer’s Almanac and the Denver Gazette, Similarweb estimates show.
And you can add PolitiZoom to that list, because there have been halcyon months where we’ve gotten 1.2, 1.6 million pageviews. Truth Social is nothing more than the community board for the MAGA cult, it’s in no way a viable worldwide social media platform.
And here’s the unkindest cut of all: Trump wanted to put his Tucker Carlson interview on Truth Social and Carlson said forget it, “it doesn’t have the reach” and so it aired on X — which itself has shrunk, leaving TikTok now the premiere social media platform on the planet.
Here’s what Trump posted last Monday, his delusional dream, screamed in all-caps, per usual.
Trump, however, said he isn’t going anywhere and that Truth Social was his “home.” In a post there Monday, he wrote, “TRUTH SOCIAL IS THE GREATEST & ‘HOTTEST’ FORM, SYSTEM, & PLATFORM OF COMMUNICATION IN AMERICA, & INDEED THE WORLD, TODAY. THAT’S WHY I USE IT — THERE IS NOTHING THAT COMES EVEN CLOSE!!!”
He’s right about that, there’s nothing that comes even close. Not because the platform is so great but because it’s another Trump failure, along with Trump Steaks, Trump Airlines, Trump University, now you can add Trump Media and Truth Social to the graveyard.