Trump Media & Technology Group Faces SEC Investigation Over SPAC Merger
The SEC is probing whether Digital World Acquisition Corp. violated SPAC regulations by pre-arranging a merger with Trump Media & Technology Group prior to its IPO.
Digital World Acquisition Corp., the special purpose acquisition company (SPAC) planning to merge with Trump Media & Technology Group, is currently under scrutiny for potentially breaching SPAC regulations.
In October 2021, former U.S. President Donald Trump revealed plans to launch Trump Media & Technology Group, aiming to introduce a new social media platform. The company intended to go public through a merger with Digital World Acquisition Corp. (DWAC), a SPAC. However, on December 6, 2021, the U.S. Securities and Exchange Commission (SEC) disclosed it was investigating the proposed transaction.
The investigation centers on whether Digital World had prearranged the merger with Trump Media before its own initial public offering (IPO). SPACs, also known as blank check companies, are required to raise capital from investors prior to identifying or agreeing on merger targets. These targets are usually private companies seeking a faster path to public markets compared to traditional IPOs.
Key Insights
- Trump Media & Technology Group aims to become publicly traded through a SPAC merger.
- The SPAC involved, Digital World Acquisition Corp., is under SEC investigation.
- The probe questions if the merger was planned before Digital World’s IPO.
- Such pre-arranged deals violate SPAC regulations.
- The investigation could significantly delay or derail the merger.
Significance of the Investigation
Digital World raised approximately $300 million during its IPO in September 2021. Shortly before the SEC announcement, Trump Media disclosed commitments from undisclosed investors to inject an additional $1 billion into the company.
If the SEC finds that Digital World provided false or misleading information in its filings, it could initiate legal proceedings against the company or its affiliates, posing substantial obstacles to the merger’s completion.
Core Allegation
Digital World has clarified that an SEC investigation does not imply any wrongdoing. The central allegation is that Digital World’s backers may have intended to fund Trump Media as early as April 2021, months before Digital World’s public offering in September 2021. Such actions would contravene SPAC formation rules designed to protect investors.
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