Paywall.
The $18 million settlement will cap a long-running investigation, but the company’s troubled merger attempt remains stalled.
Former president Donald Trump speaks during a rally in Council Bluffs, Iowa. (Charlie Riedel/AP) The top financial partner of former president Donald Trump’s media company violated antifraud provisions and misled investors about its initial plans to take the owner of Trump’s Truth Social website public, the Securities and Exchange Commission said Thursday.
Digital World Acquisition — the special-purpose acquisition company, or SPAC, that had planned to merge with Trump’s company — agreed to pay $18 million if its merger concludes and revise its false filings to comply with securities laws, SEC officials said in a statement.
Though that penalty will cap a long-running investigation, the SPAC’s proposed merger with Trump Media & Technology Group remains stalled. The blank-check company could be forced to liquidate if the merger does not conclude before a Sept. 8 deadline, returning to investors roughly $300 million that Trump’s company has long hoped to unlock.
When Digital World announced its initial public offering in September 2021, the company told investors that its executives had not participated in any merger discussions with any companies, in line with federal SPAC rules.
But Digital World’s then-chief, the Miami financier Patrick Orlando, had in fact discussed a merger with Trump Media seven months earlier, and the company worked through the summer to set the deal in motion, the SEC said, citing text messages and other exchanges.
The announcement confirms what has been long rumored about the proposed merger and substantiates claims from Will Wilkerson, a Trump Media executive who told the SEC in a whistleblower filing last year that the company had violated securities laws. Wilkerson was fired after speaking with The Washington Post.
Digital World “failed to disclose its discussions with TMTG and failed to disclose a material conflict of interest of its CEO and Chairman,” said Gurbir S. Grewal, the director of the SEC’s Division of Enforcement. “These disclosure failures are particularly problematic because investors focus on factors such as the SPAC’s management team and potential merger targets when making financial decisions.”
Digital World said in an SEC filing earlier this month that the settlement would “remove the cloud of uncertainty” over the company and allow it to move forward in its merger. But it also cited an email in which Trump Media said it “believes it is currently only bound under the Merger Agreement through Sept. 8, 2023,” an indication that Trump Media may be considering exiting from the deal.
Digital World said in its statement that it “remains very interested in the transaction with [Trump Media] and is hopeful [the companies] can resolve this interpretative [sic] divergence.” Trump Media officials have not responded to requests for comment since that filing.
Digital World’s share price has plunged to $13, down from a high of $175. Trump and his Republican allies have long accused the SEC of political bias in stalling the merger.
Digital World’s $18 million penalty must be paid within 14 days of its merger, if it eventually concludes, the SEC said in an order. Officials also said Digital World could forgo the penalty if it dissolves and returns money to shareholders before Jan. 1, 2025.
Federal prosecutors in New York last month charged a former Digital World board member and two other men with earning $22 million in illegal profits as part of an insider-trading scheme before the Trump Media merger proposal was publicly announced.
Truth Social, a Twitter-like website launched after Trump was banned from Twitter in the aftermath of the Jan. 6, 2021, insurrection at the U.S. Capitol, has become Trump’s main online megaphone. Though he is by far its biggest draw, with more than 5 million followers, the social network has otherwise struggled to gain online attention or relevance.
Trump Media told investors in 2021 that the social network would reach 56 million users by 2024. The website gets roughly 600,000 visits per month, according to estimates from the web-analytics firm Similarweb.
In a financial disclosure filing this month covering much of his post-presidency, Trump said the company had earned a relatively puny $1.2 million in advertising. The filing also said Trump Media’s value — which it had estimated, in late 2021, could climb to $1.7 billion — was now no more than $25 million