For a fleeting moment last month, it appeared quite feasible that the embattled SPAC Digital World would imminently take Trump Media and Technology Group (TMTG) public via a reverse merger. Hopes for a swift wrap-up of this ongoing saga, however, have been dashed yet again.
Back in the fall, the proposed merger between Digital World and Trump Media and Technology Group appeared increasingly shaky as the two entities entered into a third amendment to their merger agreement, which among other things stipulated a fresh due diligence exercise to determine the viability of pursuing a business combination that has been held up by a slew of federal investigations. The amendment gave TMTG six out of the seven board seats in the post-merger setup and created a new class of shares that bestowed additional voting rights on Donald Trump, allowing the former US President to directly control around 55 percent of the merged entity.
What’s more, Digital World announced in October that it would return the remaining $533 million of the original ~$1 billion PIPE investments pie. This decision became necessary as the PIPE investors became increasingly skittish in the face of the seemingly perenially delayed merger between DWAC and Trump Media and Technology Group.
In November, however, things took a decidedly optimistic turn when Digital World filed the first amendment to its Form S-4, which is used to register securities with the SEC. DWAC’s amendment added a preliminary proxy statement and a prospectus to its Form S-4, indicating that the SPAC completed its agreed-upon due diligence exercise and was moving ahead with its planned merger with Trump Media and Technology Group, whose CEO Devin Nunes called this development “a monumental milestone toward completing the business combination.”
Digital World: “On December 5, 2023, the Board of Directors (the “Board”) of Digital World Acquisition Corp., a Delaware corporation (the “Company”), extended the date by which the Company has to complete its initial business combination from December 8, 2023 to March 8, 2024 (the “Extension”).”
This brings us to the crux of the matter. In a fresh filing, Digital World has announced that it has again extended the merger consummation deadline by three months. Do note that under the terms of the amended merger agreement, the SPAC can enforce such a delay up to four times, with each extension granting a 3-month reprieve. Going forward, Digital World will only be able to exercise this right a further two additional times.
Meanwhile, it appears increasingly likely that Trump Media and Technology Group’s Truth Social app will face hurdles in attracting big-ticket advertisers, especially in light of the ongoing advertiser-led boycott of Elon Musk’s X social media platform. Perhaps delaying the public market debut of TMTG until the 2024 Presidential Campaign is in full swing is a deliberate strategy to maximize Truth Social’s appeal to Trump voters, allowing the former US President the opportunity to lock in hardcore supporters within his social media ecosystem.