I have been following this deal for a long while. There are subpoenas out to the boards of both Digital World Acquistion (DWT) and Trump Media & Technology (TMT) for a while. https://www.democraticunderground.com/10142937759
DWT has been unable to get the necessary shareholder vote to extend the merger transaction and had to pay $3 million to extend life of company and there are concerns that the regulatory scrutiny will kill this deal https://www.democraticunderground.com/100216626239
Investors are pulling their commitments to fund DWT.
https://www.democraticunderground.com/100217191109
This is incredible. The fact that the SEC and the DOJ had subpoenas out told me that there was some real wrongdoing with Trump Media & Technology's (TMT) proposed merger with Digital World Acquisition (DWT). Since August, the SEC and the DOJ have had the cooperation of a whistle blower who has the dirt to kill this deal. The amusing thing is that this started because TFG wanted one of the people who founded and did all the work to give Melania a large percentage of his shares and because Nunes pissed off people
https://www.washingtonpost.com/technology/2022/10/15/truth-social-trump-animosity-whistleblower/?utm_campaign=wp_main&utm_medium=social&utm_source=twitter
Will Wilkerson, then an executive at former president Donald Trump’s start-up Trump Media & Technology Group, was at a Fort Lauderdale, Fla., coffee shop with company co-founder Andy Litinsky last October when Trump called Litinsky with a question: Would he give up some of his shares to Trump’s wife, Melania?
Trump Media, the owner of the fledgling social network Truth Social, had just been boosted by a huge merger agreement and a flood of investment that had made the stake worth millions of dollars. Trump had already been given 90 percent of the company’s shares in exchange for the use of his name and some minor involvement, leaving everyone else to split the rest......
Wilkerson is cooperating with investigations into Trump Media by the SEC and federal prosecutors from the Southern District of New York, said his attorneys, Phil Brewster, Patrick Mincey and Stephen Bell. Among the materials he filed with the SEC’s whistleblower office is a detailed, day-to-day computer log compiled by company co-founder Wes Moss, Litinsky and Wilkerson about their daily company-related activities.
He also provided to The Post a copy of that log as well as numerous other memos, photographs and videos that chronicled the creation of Trump Media. All of the materials Wilkerson shared with The Post were previously provided to government investigators, his attorneys said......
Digital World’s registration form, filed with the SEC in May 2021 and signed by Orlando, said the SPAC and its representatives had not “initiated any substantive discussions, directly or indirectly, with any business combination target.” But in Wilkerson’s complaint, he claims that Digital World and Trump Media had “substantive communications” regarding a merger that he alleged violated SEC rules.
On April 14, 2021, Moss and Litinsky learned in a meeting with Orlando that the Benessere deal was no longer viable but that Digital World could be an option, Wilkerson said; an entry in the computer log notes that day that “the BENE deal is OFF!!!!”
After leaving the meeting, Wilkerson said, the men were so stunned by the suggestion of something they believed to be improper that they wondered whether it was a government setup or if Orlando had been wearing a secret recording device. The log quotes Litinsky in calling it the “roughest day so far” and says, “Patrick Orlando pitches us plan b, I get scared, is he wearing a wire?”.....
John Coates, a former acting director of the SEC’s corporate finance division, told The Post, “If the identity of a merger partner is known before a Form S-1 is filed and goes effective, it must be disclosed, whether it’s a SPAC or not. For a SPAC, a known merger partner is even more obviously material to investors.”
Michael Klausner, a Stanford University law professor, said it would violate SEC regulations and argued that “a failure to disclose the SPAC’s plans would be an end-around the IPO rules.”
It is never a good sign when you leave a meeting and you are wondering if the other person in the meeting is wearing wire.
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