Trump Media deal partner DWAC adjourns shareholder meeting for sixth time as it seeks votes to delay merger

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The Truth social network logo is seen displayed behind a woman holding a smartphone in this picture illustration taken February 21, 2022.

Dado Ruvic | Reuters

Digital World Acquisition Corp., the shell company set to take Trump Media and Technology Group and its Truth Social platform public, adjourned a shareholder vote on the planned merger for a sixth time Thursday as its Dec. 8 liquidation date nears.

DWAC needs 65% of its shareholders to approve an extension of the Trump Media merger to September 2023, a year beyond its original deadline. The company has previously failed to garner the necessary votes from its large swath of retail investors. The next meeting will take place at noon on Nov. 22.

Shares of DWAC were little changed at Thursday market close, up less than 1%. The stock is trading around $16, well off its 52-week high of $101.87, which it hit in March. The Trump Media deal was announced last fall.

The merger would provide hundreds of millions of dollars in funding to Trump Media, but it has faced a series of legal and financial obstacles.

The deal is the subject of a criminal probe and its delay has resulted in the loss of over $100 million in investment. Former President Donald Trump has previously said he would be OK with taking the company private, and internal documents have shown that Trump Media considered mergers and partnerships with other right-wing-friendly platforms, including Rumble and Parler.

DWAC bought three months from its original September deadline, initiating “built-in extension” with a $2.8 million deposit from Arc Global Investments II, a company controlled by DWAC CEO Patrick Orlando, giving the deal until December to be consummated.

The company, however, was not able to extend a deadline on its private investors in public equity, or “PIPE” investors. At least $138 million of the $1 billion that would go to Trump Media has been pulled by these investors. Around that time, DWAC’s listed address changed to a UPS store in Miami.

One of these former investors, who wished to remain anonymous, attributed the decision to pull out to the merger’s legal troubles as well as Trump’s anemic follower count – 4 million versus 88 million on Twitter – as a proxy for the platform’s popularity.

Elon Musk’s acquisition of Twitter sent DWAC shares sliding at the time. The billionaire has said he would reinstate Trump’s account on the platform. The former president, however, has indicated he will be staying exclusively on Truth Social.

The merger is the subject of a criminal probe into possible securities violations relating to conversations between the two parties prior to the merger announcement. This was exacerbated by a former Trump Media executive and whistleblower, Will Wilkerson, who turned over documents to the SEC and claimed misrepresentations by the companies.

Among Wilkerson’s claims is the allegation that Donald Trump pressured another executive, Andy Dean Litinsky, into gifting Trump Media shares to former first lady Melania Trump. Litinsky allegedly refused to do so, after which he was fired, Wilkerson has said.

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