Special purpose acquisition company (SPAC) Digital World Acquisition Corp (NASDAQ: DWAC) has failed to secure a 12-month extension on its merger deal with Trump Media & Technology Group (TMTG), former President Donald Trump's social media business.
Last October, Digital World made a deal with TMTG, the operator of Truth Social, to take the company public. The merger was postponed due to civil and criminal investigations into the agreement, and the deal can't be completed until those investigations are concluded.
As of Tuesday, September 6, after two weeks of voting, the SPAC hadn't obtained the 65% support from shareholders needed to confirm the extension on the merger deal. The vote was extended through Thursday, but it's unlikely that an extra two days will affect the outcome.
If shareholders decline to approve the SPAC extension, Digital World says its management will exercise its right to extend the SPAC's operation by another three months, with or without its shareholders' support. If the deal ultimately isn't completed before the SPAC expires, it will liquidate, with the hundreds of millions of dollars it raised during its public offering being returned to its investors.
On the other hand, upon the successful completion of the deal, TMTG would receive Digital World's $293 million in cash, along with $1 billion from investors. However, that $1 billion private investment in public equity (PIPE) is set to expire on Sept. 20 if the deal isn't completed by then. Digital World has been contacting investors about extending the PIPE, as well, but it's unclear how successful those efforts will be.
It's also unknown just how much money TMTG has been spending to operate while it waits for Digital World's cash. The media company has reportedly raised $37 million in financing, and Digital World says that TMTG has "sufficient funds" to continue to operate until April of next year. Truth Social also says it expects to begin running advertising on its platform in the near future.
Ongoing scrutiny of the acquisition deal includes investigations by the U.S. Securities and Exchange Commission (SEC) and federal prosecutors regarding contact between TMTG and Digital World prior to the SPAC going public, as well as investigations into improper trading leading up to the October merger announcement.
Recently, Google (NASDAQ: GOOGL) announced that it would not be offering the Truth Social app on its Google Play app store. A spokesperson for Google said that the social media platform doesn't sufficiently moderate content, and other sources have said that Google is specifically concerned about content that includes physical threats and incitements to violence.