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

[raison de arizona]

A call to arms!

IMG_7434.png (334.37 KiB) Viewed 1314 times

[RTH10260]

In a mandatory disclosure to the SEC on the planned merger there is a question to be answered: In how many company bankrupcies was the party involved in its prior history. The answer goes on to list all these "disinvestments" and concludes that there is no guarantee that TMTG will not follow

from Bem Meiselas commenting on the former guys capability to pay bond on the recent rulings
skipped to this declaration quote

[Flatpoint High]

elon isn't as stupid as we think: https://www.washingtonpost.com/technolo ... cial-sale/

Former president Donald Trump asked Elon Musk last summer whether the billionaire industrialist would be interested in buying Trump’s social network Truth Social, according to two people with knowledge of the conversation.

The overture to Musk, whose business empire includes SpaceX, Tesla and the social networking site X, did not lead to a deal. But the conversation, which has not been previously reported, shows the two men have communicated more than was known. The two have had other conversations, too, Trump advisers say, about politics and business.

Among their conversations was a meeting earlier this month in Palm Beach, Fla., where Trump met with Musk and a few high-powered Republican donors, the people said. The subject of that discussion is not clear but, after it was first reported by the New York Times, which noted that the meeting happened while Trump was looking for campaign contributions, the billionaire wrote on X that he is “not donating money to either candidate for US President.”

[Suranis]

2 narcissists meeting means they have a fantastic conversation where they both talk about how brilliant the speaker is, don't listen to the other guy, share moments of enjoyment where they demean the staff, and call various people morons.

[northland10]

On a strictly business level, buying Truth Social would be stupid. They do not allow Elon to increase his market or X's value and thus, he would have a platform that he would just shut down. The only reason he would buy it would be as a way to provide funding for Trump and his campaign without all those pesky rules, which is probably why Trump was asking.

Maybe there would be value in acquiring one of the other platforms (FB is probably out due to anti-trust stuff) but Truth Social is not one of the platforms with value.

IIRC, he had some funding from Middle-East areas to acquire Twitter. They may be the only ones who might push for X to toss cash at Truth Social.

[Suranis]

In any case, Turnip would immediately abandon Truth Social if Musk bought it.

[RTH10260]

Court of Chancery of the State of Delaware Held Hearing on United Atlantic Ventures v. Trump Media, Clears Way to Hold Merger Vote

Digital World Acquisition Corp.
March 11, 2024

MIAMI, FL / ACCESSWIRE / March 11, 2024 / Digital World Acquisition Corp., a Delaware corporation ("Digital World" or the "Company")(NASDAQ:DWAC), a direct and wholly owned subsidiary of Digital World ("Merger Sub"), and Trump Media & Technology Group Corp., a Delaware corporation ("TMTG"), entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, and as it may be further amended or supplemented from time to time, the "Merger Agreement"), pursuant to which, among other transactions, Merger Sub will merge with and into TMTG (the "Business Combination") with TMTG surviving as a wholly owned subsidiary of Digital World. Upon the consummation of the Business Combination, Digital World will change its name to "Trump Media & Technology Group Corp."

As previously disclosed, on February 28, 2024, United Atlantic Ventures, LLC ("UAV") filed a verified complaint against TMTG in the Court of Chancery of the State of Delaware (the "Court") seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of stock in TMTG, which was amended on March 4, 2024 to add TMTG's directors as defendants. In addition to its complaint filed on February 28, 2024, UAV also filed a motion to expedite proceedings with the Court. On March 6, 2024, TMTG filed an opposition to UAV's motion to expedite, and UAV filed its response on March 8, 2024.

On March 9, 2024, the Court held a hearing to decide UAV's motion to expedite proceedings. During the oral argument by the parties, TMTG advised the Court that it would agree that any additional shares of TMTG issued by TMTG prior to or upon the consummation of the Business Combination (other than any shares issued to satisfy obligations pursuant to TMTG convertible notes) would be placed in escrow pending a resolution of the dispute between the parties. Vice Chancellor Sam Glasscock acknowledged that if any claims remained after the stockholder vote scheduled to take place on March 22, 2024, on the proposed Business Combination (the "Stockholder Vote"), the Court would address those issues expeditiously. However, the Court advised that it would not be blocking the Stockholder Vote, which will proceed as currently scheduled. The Court further noted that the parties would contact the Court following the Stockholder Vote.

Vice Chancellor Glasscock directed TMTG and UAV to submit a proposed stipulated escrow order by close of business on Wednesday, March 13, 2024. Digital World will continue to update its disclosures regarding this matter as circumstances warrant.



https://finance.yahoo.com/news/court-ch ... 00273.html
(original: ACCESSWIRE)

[RTH10260]

same

Judge Clears Way for Trump Media to Hold Merger Vote

Jef Feeley
March 9, 2024

(Bloomberg) -- A Delaware judge won’t stand in the way of a March 22 shareholder vote on a merger involving Trump Media & Technology Group that may provide a $4 billion windfall for former President Donald Trump.

Delaware Chancery Court Judge Sam Glasscock III said Saturday he wouldn’t hold up the vote because of complaints by Trump Media co-founders Andy Litinsky and Wes Moss that the former president seeks to dilute their 8.6% stake in the business as part of the merger.

Litinsky and Moss — ex-contestants on Trump’s TV show The Apprentice who joined forces with him to form Trump Media — allege the former president wants to increase the amount of shares in Trump Media to water down their stake and potentially generate billions to pay off legal judgments.

Glasscock declined to hold a hearing on the challenged merger before the March 22 vote because if Trump agrees to put the extra shares in an escrow account during the dispute, then “maybe the whole thing will go away,” he noted in a Zoom call.

Officials at Digital World Acquisition Corp. – the blank-check company slated to host the vote — have already agreed to escrow the disputed stock in a separate suit filed by Patrick Orlando’s ARC Global Investments II. In its suit, ARC challenged the conversion rate proposed for its founder’s stake, with the firm arguing it should get more shares in the merged company. Orlando is Digital World’s ex-chief executive officer.

Lori Will, the Chancery judge in that case, earlier this week turned down a request to expedite the suit, citing the escrow.



https://finance.yahoo.com/news/judge-cl ... 21110.html
(original: Bloomberg)

[RTH10260]

PS. the DWAC share prices doubled since December, after the roadblock was lifted.

re: https://finance.yahoo.com/quote/DWAC/

[Suranis]

I have to ask - What the hell is left to merge?

[RTH10260]

there is money to be made, especially by throwing the shares to the stock exchange after the merger

SEC clears Trump's social media deal worth as much as $10 billion

By Helen Coster and Sruthi Shankar
February 15, 2024 10:44 PM GMT+1Updated a month ago


Feb 15 (Reuters) - The U.S. Securities and Exchange Commission allowed Donald Trump's media and technology company to merge with a blank-check acquisition vehicle in a deal that currently values the parent of his social media app Truth Social at as much as $10 billion.

The valuation is about half that of Elon Musk's much more popular social media company X and follows two years of setbacks in the Trump company's quest to complete a stock market listing.

It underscores how some investors, many of them fans of the former U.S. president, are ignoring Truth Social's losses and limited user base because of Trump's involvement.

The value assigned to the deal by the stock market has jumped more than threefold since January, as Trump tightened his grip on the Republication nomination for president. Trump will own between 58.1% and 69.4% of the combined company, depending on the extent to which investors back the deal.


https://www.reuters.com/markets/deals/d ... 024-02-15/

[northland10]

I have to ask - What the hell is left to merge?

In this case merge might be better pronounced as launder.

[Luke]

That's a ridiculous valuation. But dammit, JPC and I went totally to cash so we could invest in Mike Lindell's FrankSpeech offering.

DWAC Inception.JPG (73.13 KiB) Viewed 893 times

Good for United Atlantic Ventures -- being able to stop a deal is the peak time to get a settlement. Been through it a few times. Before a big transaction, companies dump all their litigation settlements so they don't carry forward.

[p0rtia]

So we're at the Buying Influence stage of the selling of the presidency, Take 2, right?

[northland10]

So we're at the Buying Influence stage of the selling of the presidency, Take 2, right?

That's my thinking.

[RTH10260]

Will it be a Friday smack down ?

Donald Trump to make $3.4bn if shareholders back plan to float Trump Media
Ex-US president planning to list Trump Media & Technology Group if merger with special purpose acquisition company goes ahead

Dan Milmo Global technology editor
Thu 21 Mar 2024 16.24 CET

Donald Trump’s wealth is set to increase by about $3.4bn (£2.7bn) if a shareholder vote on Friday paves the way for the float of his Trump Media business.

The former US president is preparing to list Trump Media & Technology Group, which operates the Truth Social tech platform, via a merger with a special purpose acquisition company, or Spac.

The Spac, called Digital World Acquisition, has scheduled a vote on the merger with Trump Media for Friday. However, there are complications around the planned vote after Digital World sued sponsor ARC Global Investments, which is trying to delay the deal, to back the merger.

If the merger goes ahead and Trump Media goes public as soon as next week, the presumptive Republican presidential nominee would not be able to cash in any of his potential paper wealth immediately. The merger document contains a provision that blocks major shareholders from selling stock for six months.

Trump’s finances are under pressure as he prepares to contest the US presidency with the incumbent, Joe Biden, for a second time. Last month Trump was formally ordered by a New York judge to pay $454m following a civil fraud case, in which the former president was found to have manipulated the value of his properties to obtain advantageous loan and insurance rates.

Trump has described the case as a “witch-hunt”, has denied all wrongdoing and intends to appeal against the ruling. Monday is also the deadline for him to obtain a bond against his assets guaranteeing payment of the $454m. However, this week his lawyers said it was “a practical impossibility” to obtain the bond after 30 surety companies turned him down.

Spacs raise money via a stock market flotation and then buy or merge with an existing company – in this case Trump Media. The newly combined company will have a stock market ticker comprising Trump’s initials, DJT.

Trump would own just under 79m shares in the company. Based on Digital World’s closing share price of $42.90 on Wednesday, the former president’s stake in the post-merger business would be worth about $3.4bn. Trump’s potential windfall is dependent on Trump Media maintaining its price post-flotation despite a modest financial performance. Last year a securities filing revealed that Trump Media had lost $31.6m since its launch in 2021, with sales of less than $5m.



https://www.theguardian.com/us-news/202 ... -back-plan

[Ben-Prime]

So the nutshell takeaway for me is twofold:

1. He can't liquidate the stock for 6 months.
2. In that time, the price could rise or fall, and if it falls, what's worth three bill and change this weekend might be worth 1/10 of that in six months.

So, I guess some comfort there. Assuming I am reading this right. Am I?

[Foggy]

That's how I see it.

And yeah, a company which lost money on $5 million in sales is not worth $3.4 billion, imho. Interesting to watch, tho ...

[Suranis]

So the nutshell takeaway for me is twofold:

1. He can't liquidate the stock for 6 months.
2. In that time, the price could rise or fall, and if it falls, what's worth three bill and change this weekend might be worth 1/10 of that in six months.

So, I guess some comfort there. Assuming I am reading this right. Am I?

I guess he might try and get a load, er, load and put them up as collateral. Without telling the other three banks he is attempting to get loans from using the same collateral.

[p0rtia]

That's how I see it.

And yeah, a company which lost money on $5 million in sales is not worth $3.4 billion, imho. Interesting to watch, tho ...

Following this Big Deal is like watching two locomotives headed toward each other on the same track. It's like each doesn't know the other is coming, and is wholly concerned with their own news. On the one hand, "Oh, look, we can get all this amazing money by going public with this fantastic company that has billions in potential! Sure we've had some bumps in the roads about being approved, and about where the money is coming from, but we've satisfied the SEC and we're now good to go!" and on the other "No one uses this site; it's losing money; and it's mostly bots spreading conspiracy theories or selling dildos--trashy with no reason to exist except for the hubris of it's owner."

[Volkonski]

Trump Media Merger Is Approved, Providing Fresh Source of Cash
The deal will pump money into Trump Media, which will allow Truth Social to keep operating. Mr. Trump’s personal stake in the company will be worth more than $3 billion on paper.

https://www.nytimes.com/2024/03/22/busi ... 595e2e6e66

Former President Donald J. Trump’s social media company on Friday completed a long-awaited merger with a cash-rich shell company, raising Mr. Trump’s wealth by billions and potentially providing him a fresh source of cash to pay his mounting legal bills.

In approving the merger, shareholders of Digital World Acquisition Corporation will become shareholders of Trump Media & Technology Group, which will trade on the stock market under the stock symbol DJT. The deal will pump more than $300 million into Trump Media, which has all but exhausted its available cash and will allow Truth Social, the company’s flagship digital media platform, to keep operating.

Based on Digital World’s stock price of $44 a share just before the vote announcement, Trump Media will debut with a market value of more than $5 billion. That means Mr. Trump’s personal stake will be worth more than $3 billion.

Shares of Trump Media could begin trading under the new stock symbol as soon as next week.

The deal’s approval comes as Mr. Trump is facing a Monday deadline to cover a $454 million penalty in a civil fraud case in New York. He is restricted for six months from selling any of his shares or using them as collateral for a loan, although he could ask the board of the merged company to waive that rule for him.

[Slim Cognito]

Just my arrogant opinion but I'd like to see that rule waived just to find out nobody STILL is willing to bond him.

[RTH10260]

Until the shares are listed on the stock exchange nobody will speculate on their value for a bond. Then they will wait a quarter to see where the price goes.

[SuzieC]

When will they be listed on the stock exchange?

[Rolodex]

I'm not on that site, but when I see pics of trump's posts (shots on the bird site), there are about 500 reposts and maybe 1500 likes. Not a lot for someone with millions of followers. Obviously who knows when those screen shots are taken.