TRUTH SOCIAL #PRAVDASOCIAL & Trump Media & Technology Group (TMTG) NASDAQ:DJT - SPAC Digital World Acquisition Corp

[Sam the Centipede]

Tsk, JohnP! You appear to have displayed that chart upside-down! Fake chart!

[RTH10260]

Off Topic

Tsk, JohnP!

now there you did it and triggered my mind --- not JohnP --- but JohnB

[Frater I*I]

How do I get my very own stock certificate to frame on my wall as a tribute to another of Zee Orange Furher's fails...

[johnpcapitalist]

How do I get my very own stock certificate to frame on my wall as a tribute to another of Zee Orange Furher's fails...

I don't actually know how to do that. I think you can buy a share and ask for a stock certificate from your broker somehow. Might cost you a few beans in fees, or not. Probably ought to hurry before it all falls apart.

I was actually doing just that: collecting stock certificates from various fraudulent companies going back at least 50 years. Enron was very the most obvious, but I had about a dozen in total. Used to have a bunch of them framed on one wall of my office, interesting world paper money on another, and financially themed board games on the third.

[RTH10260]

How do I get my very own stock certificate to frame on my wall as a tribute to another of Zee Orange Furher's fails...

I don't actually know how to do that. I think you can buy a share and ask for a stock certificate from your broker somehow. Might cost you a few beans in fees, or not. Probably ought to hurry before it all falls apart.

I was actually doing just that: collecting stock certificates from various fraudulent companies going back at least 50 years. Enron was very the most obvious, but I had about a dozen in total. Used to have a bunch of them framed on one wall of my office, interesting world paper money on another, and financially themed board games on the third.

Just stick with your Iraqi Dinar - you will be very rich real soon now

[Luke]

Queen Romana is pushing her own fake currency for the marks. Was talking with Christine... we can undercut Romana with Dong!

Dr. Christine Sarteschi, LCSW @DrSarteschi
Didulo is claiming they had over 200 people show up for their events yesterday. If that can be believed, that is at least 3x more than for any other event

Think about it: About 200 ppl (if true) showed up in person to participate in a 'sovereignty ceremony' to collect fake money that they think they can one day cash at the 'Treasury'

I know she's losing followers on Telegram, but this ain't over yet
8:05 PM · Jun 25, 2023

@Orly_licious Jun 25
How much does she charge? We can undercut her with Dong*! #QueenChristine

(1.00 Vietnamese Dong equals 0.0000430 United States Dollar)

Dr. Christine Sarteschi, LCSW @DrSarteschi Jun 25
lol for real

If Pravda Social is too stupid to bring JPC onboard, maybe he can get very lucky and become the CFO and Treasurer of Romana's intergalactic monarchy.

[RTH10260]

Truth Social SPAC Agrees To Pay $18 Million To Settle SEC Investigation Into Merger

Siladitya Ray Forbes Staff
Jul 4, 2023,05:08am EDT Updated Jul 4, 2023, 06:09am EDT

TOPLINE Digital World Acquisition Corp.—the Nasdaq-listed blank check firm that has agreed to acquire Truth Social’s parent company and take it public—announced Monday it has agreed to pay a civil penalty of $18 million to settle a Securities and Exchange Commission probe into the acquisition, days after one of its former board members was arrested on charges of insider trading.

KEY FACTS

The exact terms of the settlement have not yet been finalized and will need the SEC’s approval and any penalty payment will take place after the acquisition is completed, the company disclosed in a filing.

DWAC’s agreement to acquire Trump Media & Technology Group (TMTG) was being probed by the SEC for potential violation of security laws, as the special purpose acquisition company reportedly held talks with TMTG before going public.

If the SEC approves the settlement, it will enter a cease-and-desist order, finding DWAC “violated certain antifraud provisions of the Securities Act and the Exchange Act.”

The violations pertain to DWAC’s initial public offering process and “certain statements, agreements and omissions relating to the timing and discussions” with TMTG.

The filing notes that TMTG is not a party to the settlement and the company may disapprove and “try to terminate” the merger.





https://www.forbes.com/sites/siladityar ... to-merger/

[jemcanada2]

Romana’s money isn’t real?!?!

I hope my Soro’s cheque shows up soon then!!

[somerset]

Truth Social SPAC Agrees To Pay $18 Million To Settle SEC Investigation Into Merger

Siladitya Ray Forbes Staff
Jul 4, 2023,05:08am EDT Updated Jul 4, 2023, 06:09am EDT

TOPLINE Digital World Acquisition Corp.—the Nasdaq-listed blank check firm that has agreed to acquire Truth Social’s parent company and take it public—announced Monday it has agreed to pay a civil penalty of $18 million to settle a Securities and Exchange Commission probe into the acquisition, days after one of its former board members was arrested on charges of insider trading.

KEY FACTS

The exact terms of the settlement have not yet been finalized and will need the SEC’s approval and any penalty payment will take place after the acquisition is completed, the company disclosed in a filing.

DWAC’s agreement to acquire Trump Media & Technology Group (TMTG) was being probed by the SEC for potential violation of security laws, as the special purpose acquisition company reportedly held talks with TMTG before going public.

If the SEC approves the settlement, it will enter a cease-and-desist order, finding DWAC “violated certain antifraud provisions of the Securities Act and the Exchange Act.”

The violations pertain to DWAC’s initial public offering process and “certain statements, agreements and omissions relating to the timing and discussions” with TMTG.

The filing notes that TMTG is not a party to the settlement and the company may disapprove and “try to terminate” the merger.





https://www.forbes.com/sites/siladityar ... to-merger/

Does this remove an impediment to the merger, or does it kill the merger? I'm reading it as the former, which would be bad news. I guess we can find out by watching the DWAC stock price.

(it's up 11.8% today )

[neeneko]

Does this remove an impediment to the merger, or does it kill the merger? I'm reading it as the former, which would be bad news. I guess we can find out by watching the DWAC stock price.

(it's up 11.8% today )

I kinda read it as 'you can do the merger, but now you have to give us a cut'.

[p0rtia]

That was my laywoman's reading.

[raison de arizona]

https://www.sec.gov/litigation/admin/2023/33-11213.pdf

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease
and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act
of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange
Act”), against Digital World Acquisition Corp. (“DWAC” or “Respondent”).

[Luke]

The geniuses at DWAC sent this as an email this morning. Cute how it's from truthteam@email.truthsocial.com:

DWAC stockholders: Crucial information inside
Truth Social <truthteam@email.truthsocial.com> 9:36 AM (2 hours ago)

Truth Social

Dear Friend,

From now until Tuesday, September 5, at 10:00 a.m. ET, Digital World Acquisition Corp. (DWAC) stockholders will have an opportunity to vote on a critical proposal to extend the period of time DWAC has to complete its merger with Trump Media & Technology Group (TMTG), which operates the Truth Social platform. This vote is essential to TMTG’s and Truth Social’s future and success. We at TMTG strongly urge DWAC stockholders to VOTE AS SOON AS POSSIBLE. You can find more information in DWAC’s latest press release.

https://www.accesswire.com/776145/Digit ... BER-8-2023

Extending the merger deadline will give DWAC and TMTG more time to finalize the terms of this crucial deal and submit it to DWAC stockholders for their consideration. This deal will enable TMTG to fully capitalize, expand our operations, and further develop Truth Social. Every vote matters, so be sure to go vote your shares. If stockholders have any questions or need assistance, please call Alliance Advisors at 877-728-4996.

Sincerely,
The Truth Social Team


Additional Information and Where to Find It

DWAC has filed with the Securities and Exchange commission (the “SEC”) a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which includes a preliminary proxy statement of DWAC, and a prospectus in connection with a proposed business combination (the “Business Combination”) with TMTG. The definitive proxy statement and other relevant documents will be mailed to stockholders of DWAC as of a record date to be established for voting on the Business Combination. Securityholders of DWAC and other interested persons are advised to read the preliminary proxy statement/prospectus and amendments thereto, and, when available, the definitive proxy statement/prospectus in connection with DWAC’s solicitation of proxies for the special meeting to be held to approve the Business Combination because these documents will contain important information about DWAC, TMTG, and the Business Combination. DWAC’s securityholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: Digital World Acquisition Corp., 3109 Grand Ave, #450, Miami, FL 33133.

DWAC has also filed a definitive proxy statement with the SEC on July 17, 2023, with respect to the proposed extension of its liquidation date. The definitive proxy statement for the extension of the liquidation date was mailed to stockholders of DWAC. Securityholders of DWAC and other interested persons are advised to read the definitive proxy statement and any amendments thereto in connection with the DWAC’s solicitation of proxies for the special meeting to be held to approve the extension of the liquidation date because these documents contain important information. DWAC’s securityholders and other interested persons may also obtain copies of the definitive proxy statement, without charge, on the SEC’s website at www.sec.gov or by directing a request to: Digital World Acquisition Corp., 3109 Grand Ave, #450, Miami, FL 33133.

Participants in Solicitation

DWAC and TMTG and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the securityholders of DWAC in favor of the approval of the proposed extension and the Business Combination. Information regarding the names and interests of DWAC’s directors and officers in the Business Combination is set forth in DWAC’s filings with the SEC, including in the definitive proxy statement and the Registration Statement, and information regarding the names and interests of TMTG’s directors and officers in the proposed Business Combination will be set forth in the Registration Statement. These documents can be obtained free of charge from the sources indicated above. TMTG and its officers and directors who are participants in the solicitation do not have any interests in DWAC or the proposed extension other than with respect to their interests in the Business Combination, to the extent the extension is effectuated.

Forward-Looking Statements

This email contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between DWAC and TMTG. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the forward-looking statements in this email, including but not limited to: (i) the risk that the Business Combination and the securities purchase agreements between DWAC and certain institutional investors (the “PIPE Investors”) pursuant to which the PIPE Investors agreed to purchase up to an aggregate of 1,000,000 shares of DWAC’s Series A Convertible Preferred Stock for a purchase price of $1,000 per share for an aggregate commitment of up to $1,000,000,000 in a private placement (the “PIPE”) may not be completed in a timely manner or at all, which may adversely affect the price of DWAC’s securities, (ii) the risk that the Business Combination may not be completed by DWAC’s Business Combination deadline and the potential failure to obtain DWAC’s stockholder approval of the extension amendment, (iii) the failure to satisfy the conditions to the consummation of the Business Combination or the PIPE, including the approval of that certain Agreement and Plan of Merger, dated as of October 20, 2021 (as amended on May 11, 2022, and on August 9, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) by the stockholders of DWAC, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by DWAC stockholders, (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions, (viii) the effect of the announcement or pendency of the PIPE or the Business Combination on TMTG’s business relationships, operating results, and business generally, (ix) risks that the Business Combination disrupts current plans and operations of DWAC or TMTG, (x) the outcome or effect of any legal proceedings that may be instituted against TMTG or against DWAC related to the Merger Agreement or the Business Combination, (xi) the risk or effect of any investigations by the SEC or other regulatory authority relating to the PIPE, the Merger Agreement or the Business Combination and the impact they may have on consummating the transactions, (xii) Truth Social, TMTG’s initial product, and its ability to generate users and advertisers, (xiii) changes in domestic and global general economic conditions, (xiv) the risk that TMTG may not be able to execute its growth strategies, (xv) risks related to possible future pandemics and response and geopolitical developments related thereto, (xvi) risk that TMTG may not be able to develop and maintain effective internal controls, (xvii) costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xviii) DWAC’s ability to timely comply with Nasdaq’s rules and complete the Business Combination, (xix) risks that DWAC or TMTG may elect not to proceed with the Business Combination after completing their respective updated due diligence investigations, (xx) the risk that DWAC may elect not to proceed with the Business Combination in the event the License Agreement Waiver (as defined in the Merger Agreement) is not procured, and (xxi) those factors discussed in DWAC’s filings with the SEC and that that are contained in the definitive extension proxy and the Registration Statement relating to the Business Combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk Factors” section of DWAC’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 26, 2023, as it may be amended or supplemented from time to time, and in other reports DWAC files with the SEC, including the extension proxy statement filed with the SEC on July 17, 2023. Risks regarding the Business Combination are also discussed in DWAC’s Current Reports on Form 8-K filed with the SEC on October 21, 2021, October 26, 2021, August 9, 2023, and August 16, 2023, and the proxy statement/prospectus included in the Form S-4 filed with the SEC on May 16, 2022, as it may be amended or supplemented from time to time. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to DWAC or TMTG (or to third parties making the forward-looking statements).

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while DWAC and TMTG may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither DWAC nor TMTG gives any assurance that DWAC, TMTG, or the combined company, will achieve its expectations.

MAGAs will totally understand this, right JPC?

[johnpcapitalist]

The geniuses at DWAC sent this as an email this morning. Cute how it's from truthteam@email.truthsocial.com:

DWAC stockholders: Crucial information inside
Truth Social <truthteam@email.truthsocial.com> 9:36 AM (2 hours ago)

Dear Friend,

From now until Tuesday, September 5, at 10:00 a.m. ET, Digital World Acquisition Corp. (DWAC) stockholders will have an opportunity to vote on a critical proposal to extend the period of time DWAC has to complete its merger with Trump Media & Technology Group (TMTG), which operates the Truth Social platform. This vote is essential to TMTG’s and Truth Social’s future and success. We at TMTG strongly urge DWAC stockholders to VOTE AS SOON AS POSSIBLE. You can find more information in DWAC’s latest press release.

MAGAs will totally understand this, right JPC?

Well, they might not understand the legalese or how they're almost certain to get screwed on the deal, but they will certainly understand that if they want any chance to own part of Donald Trump's company, with all the prestige that comes with that, they have to vote "yes." Of course, this merely postpones the date they will lose all their money.

I'm not sure what current financials or traffic counts are for Truth Social, but I'm sure the numbers are not headed in the right direction. All the stock-bro's that continue to hype DWAC stock probably think that Twitter's implosion are good for them because Truth Social will pick up all the disaffected users (and advertisers).

[RVInit]

As soon as the deal goes through, Trump will abandon "Truth" social and go back to Twit...er...X. Then, there will be no reason for anyone to use "Truth" because the only reason they are thare is because Trump is there. I bet he gets some kind of big payout with the deal. He'll take the money and run.

[Clairez]

Hopefully, he won't be on social media, but instead will be rotting away in prison by then.

[RTH10260]

Donald Trump's Truth Social Might Be Days Away From a Full Collapse as Crucial Deadline Approaches

Kristyn Burtt
Tue, September 5, 2023 at 5:18 PM GMT+2·2 min read

Donald Trump’s Truth Social has been around since October 2021, but his favorite online place to rant may not be a viable social media platform for much longer. The former president’s pet project after he left the White House was supposed to be a part of a merger with Digital World Acquisition, but the deal hasn’t closed almost two years later, and they have an impending deadline.

It’s what The Washington Post is describing as a “catastrophic threat” because both parties need the deal to close before the rapidly approaching Sept. 8 deadline. An emergency shareholder meeting has been scheduled to try and garner enough votes to get some breathing room for the merger to occur. What makes this issue so pressing is that if they don’t get enough votes, Digital World “will be required by law to liquidate and return $300 million to its shareholders, leaving Trump’s company with nothing from the transaction,” according to the media outlet.




https://www.yahoo.com/entertainment/don ... 00868.html
(original: SheKnows)

[RTH10260]

Trump’s Truth Social facing a key funding deadline
The ‘blank check’ ally of former president Donald Trump’s media start-up was once a stock-market star. It’s now days away from potential liquidation.

By Drew Harwell
September 2, 2023 at 7:00 a.m. EDT

When former president Donald Trump’s media start-up announced in October 2021 that it planned to merge with a Miami-based company called Digital World Acquisition, the deal was an instant stock-market hit.

With the $300 million Digital World had already raised from investors, Trump Media & Technology Group, creator of the pro-Trump social network Truth Social, pledged then that the merger would create a tech titan worth $875 million at the start and, depending on the stock’s performance, up to $1.7 billion later.

All they needed was for the merger to close — a process that Digital World, in a July 2021 preliminary prospectus, estimated would happen within 12 to 18 months.

“Everyone asks me why doesn’t someone stand up to Big Tech? Well, we will be soon!” Trump said in a Trump Media statement that month.

Now, almost two years later, the deal faces what could be a catastrophic threat. With the merger stalled for months, Digital World is fast approaching a Sept. 8 deadline for the merger to close and has scheduled a shareholder meeting for Tuesday in hopes of getting enough votes to extend the deadline another year.

If the vote fails, Digital World will be required by law to liquidate and return $300 million to its shareholders, leaving Trump’s company with nothing from the transaction.

For Digital World, it would signal the ultimate financial fall from grace for a special purpose acquisition company, or SPAC, that turned its proximity to the former president into what was once one of the stock market’s hottest trades. Its share price, which peaked in its first hours at $175, has since fallen to about $14.

Digital World’s efforts to merge with Trump Media have been troubled almost from the start, beset by allegations that it began its conversations with the former president’s company before they were permitted under SPAC rules.

Then, in the past year, its issues became more pronounced: Its chief executive was terminated by the board, a former board member was arrested on charges of insider trading, and the company agreed to pay an $18 million settlement to resolve charges that it had misled investors and given false information to the Securities and Exchange Commission.

The merger has “been pretty much unprecedented in terms of all of the glitches,” said Jay Ritter, a University of Florida finance professor who studies stock markets. “The deal does seem to be running out of time. You can’t just keep getting extensions forever.”




https://www.washingtonpost.com/technolo ... tal-world/
Guest link: https://wapo.st/3r4f4Dl

[noblepa]

Any IAAL's or former executives familiar with such acquisitions here?

As I understand it, the deadline applies to the SPAC, DWAC, which was created for the purpose of acquiring Truth Social (TS). Unless and until that happens, they are two seperate companies, right?

TFG owns Truch Social. Someone else, including public stockholders, owns DWAC.

The deadline applies to DWAC, not to Truch Social. If the deadline passes with no extension or closure of the deal, DWAC must refund the $300M. Technically, TS is not affected, right?

So, if the deadline passes, TS can continue to operate, but TFG may lose interest, as he will not be getting a yuge payout. So TS will not automatically cease operations on Sep. 9.

Is the problem that DWAC has not yet raised enough cash to meet TFG's price for TS? It seems to me that, if TFG wants to sell TS and DWAC wants to buy it, it should be a fairly straightforward transaction. There is no proxy fight going on within the ownership of TS, with non-existant minority shareholders resisting the sale, to slow things down.

[johnpcapitalist]

Any IAAL's or former executives familiar with such acquisitions here?

As I understand it, the deadline applies to the SPAC, DWAC, which was created for the purpose of acquiring Truth Social (TS). Unless and until that happens, they are two seperate companies, right?

TFG owns Truch Social. Someone else, including public stockholders, owns DWAC.

The deadline applies to DWAC, not to Truch Social. If the deadline passes with no extension or closure of the deal, DWAC must refund the $300M. Technically, TS is not affected, right?

So, if the deadline passes, TS can continue to operate, but TFG may lose interest, as he will not be getting a yuge payout. So TS will not automatically cease operations on Sep. 9.

Is the problem that DWAC has not yet raised enough cash to meet TFG's price for TS? It seems to me that, if TFG wants to sell TS and DWAC wants to buy it, it should be a fairly straightforward transaction. There is no proxy fight going on within the ownership of TS, with non-existant minority shareholders resisting the sale, to slow things down.

You are correct that the news relates to the SPAC. Normally, SPAC's have to do a deal within a finite period of time or they dissolve the company. This is to prevent someone from raising cash via a SPAC and then just sitting on it indefinitely, earning interest for themselves for doing no work at all (interested on uninvested money doesn't flow back to shareholders as a dividend). An extension of the time required to get a deal done must be voted on by shareholders. Speculation now is that the holders, many of whom are under water, may want to dissolve the company in order to get the remaining cash distributed to them. That's a good deal if the net cash per share exceeds the stock price. I haven't looked to find out what the cash per share is to see if this would be the case.

Trump and the other investors in Truth Social would have an incentive to do the deal if Truth Social was generating meaningful growth. Instead, the thing continues to sputter along with anemic traffic numbers and no participation from respected national brands. The only advertisers are the usual (gold, guns, supplements and other dubious crap) grifters in the RWNJ universe.

If TS were generating revenue growth, then Trump would have a path to an IPO event which he could use to tout the company and inflate the stock price while he sells out. But he knows that it'll never grow significantly, so even the most loyal cultists aren't going to bid this POS back to $175. From his standpoint, trying to buttress his reputation as the greatest thing to hit capitalism since the invention of double-entry bookkeeping, it's better to just do a soft fade and find another grift. Not worth it to try to rescue this pig at $14 and maybe get tangled up in all sorts of shareholder strike suits for years if the stock goes to $5 or even to $0.

[Suranis]

The big question is how this affects the TS itself. Trump might be mad that the 300 Million dollars had been yanked out of his tiny hands, but would that cause TS to die?

As for the "oh Trump is going on Twitter" What you have to realize, again, is that it gives the power to shut him up in someone else's hands. Trump will not tolerate every tweet he makes being judged with the potential of getting deleted by "that South African F**K!"

Note to the outrageratti: I'm quoting what Trump will be saying about him, not what I would say about him. OK?

In TS he can blather what he wants, Devin Nunes isn't going to do shit no matter what he says, and everything he says gets posted around the net anyway. Why should he go to Twitter?

[raison de arizona]

Speculation now is that the holders, many of whom are under water, may want to dissolve the company in order to get the remaining cash distributed to them. That's a good deal if the net cash per share exceeds the stock price. I haven't looked to find out what the cash per share is to see if this would be the case.

Is this that? Because if it is, then it looks bad, yes?

The company has $989 in cash and $3.50 million in debt, giving a net cash position of -$3.50 million or -$0.09 per share.

https://stockanalysis.com/stocks/dwac/statistics/

[keith]

Look, just like Trump Steaks, Trump Casinos, Trump etc, Trump Twitter is gonna go bankrupt the minute Trump gets his 'franchise fee'.

Clearly, investors have finally recognized tfg's business model and have said no thanks.

[northland10]

Looks like the shareholders have given DWAC a reprieve.

Trump’s Truth Social merger with SPAC wins 1-year reprieve with shareholders vote
https://www.marketwatch.com/story/trump ... e-c46f5ec5

[Suranis]

Apparently they CAN postpone it forever.