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SEC Approves Merger Proposal for Trump Media, Unlocking $300 Million in Investor Funds



The Securities and Exchange Commission Approves Trump Media Merger Proposal

Introduction

SEC Approval and Shareholder Meeting

The Securities and Exchange Commission (SEC) has granted approval for the merger proposal of former president Donald Trump’s media start-up with a special purpose acquisition company (SPAC). This long-awaited deal paves the way for Trump’s website, Truth Social, to become a publicly traded company, with access to $300 million in investor funds.

According to an SEC filing announced by Digital World Acquisition, the SPAC in charge of the merger, a shareholder meeting for the final adoption of the merger will be announced within the next two days. Share prices of Digital World climbed to approximately $50 on Thursday morning, reflecting the positive news.

Trump’s Victory and Potential Earnings

The approval marks a significant victory for Donald Trump, as he would become the owner of over 78 million shares in the merged company. Based on the current share prices, Trump’s stake would be valued at nearly $4 billion. Furthermore, Trump and other investors hold the potential to earn additional shares through an “earnout” provision tied to the stock performance, as stated in a filing.

Critical Examination of the Merger

A finance professor at the University of Florida, Jay Ritter, has expressed concerns regarding the valuation of the merged company. Despite a valuation of approximately $9 billion, he states that Trump Media’s financial performance of $3.4 million in revenue and a $49 million loss during the first nine months of 2023 does not align with the price tag. He refers to Trump Media as a “money-losing company” generating less than $5 million per year, while Digital World is considered a “classic meme stock” with a price unrelated to the underlying fundamentals.

Potential Challenges and Trump’s Social Media Platform

While the merger presents Trump Media the opportunity to make waves in the public market and gain investors, the company also faces the scrutiny and uncertainty associated with the competitive public markets. Truth Social, Trump’s flagship online platform, has struggled to build the user base needed to compete with established social media giants.

Despite this, several Trump allies are expected to be nominated to the post-merger company’s board, including Trump’s son, Donald Trump Jr., Robert E. Lighthizer, Linda McMahon, and Kash Patel, among others, as highlighted in a recent filing.

Legal Challenges and Potential Blockage

Though the merger is expected to gain shareholder approval, potential resistance could come from Trump Media’s co-founders, Andy Litinsky and Wes Moss. Recently, Litinsky and Moss threatened the completion of the merger by claiming that their initial agreement with Trump from 2021 remains in effect, granting them certain rights. The disagreement between Digital World and Litinsky and Moss’s investment company, United Atlantic Ventures, may lead to legal action and complicate the merger process.

Conflict-of-Interest Concerns

If the merger is approved, Trump’s post-merger company raises conflict-of-interest concerns due to potential monetary contributions indirectly made by companies and foreign governments through ads on Truth Social. During his presidency, Trump’s businesses received over $7 million from foreign governments, including China and Saudi Arabia, according to a report released by Democrats last month.


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