Digital World Acquisition Corp has no votes to delay Trump merger

This illustrative photo shows Donald Trump’s new social media app Truth Social sparkling on a smartphone on February 21, 2022 in Los Angeles.

Chris Delmas | AFP | Getty Images

Digital World Acquisition Corp., the SPAC that aims to take former President Donald Trump’s media company public, adjourned its stockholders’ meeting until Oct. 10 to continue voting on delaying the merger.

DWAC had already adjourned the meeting twice earlier in the day, having previously adjourned it on Tuesday. The deadline for the merger was set for Thursday. The vote could decide the fate of a $1.3 billion cash injection from DWAC’s public offering and the eventual listing of Trump Media and Technology Group on the stock exchange.

DWAC confirmed Thursday that ARC Global Investments II, a company controlled by DWAC CEO Patrick Orlando, initiated an integrated three-month extension by paying $2.8 million into DWAC’s escrow account.

The 10 cent per share deposit pushes the merger deadline to December 8, about two months after the next scheduled special meeting. In light of the extension, DWAC ended its statement by calling on investors to vote for the extension.

After Thursday’s break, Orlando posted a reference to “Star Trek” on Truth Social, along with a photo of a tomahawk steak, a selfie with a white Ford Bronco, and quotes from Trump and Thomas Jefferson.

Shares of DWAC fluctuated on low volume after the market close.

Trump Media owns Truth Social, which was founded by the former president after he was banned from Twitter following the January 6, 2021 Capitol riot.

Digital World had previously warned that a failure of the vote could lead to the dissolution of the SPAC. The built-in extension buys the company a little more time to collect votes and increases the stock payout from about $10.20 to about $10.30 in the event of liquidation.

DWAC was scheduled to announce voting results Tuesday, but Orlando adjourned its special session after just two minutes to allow more voting time. Earlier that day, citing sources familiar with the matter, Reuters reported that DWAC had not received the votes needed for the extension.

DWAC needs 65% of shareholders to support extending merger deadline. Though 20% of those Orlando shares are held through ARC Global Investments, he says the deal has attracted many retail investors. Orlando got these investors to vote on “Truth Social.”

The deal was also the subject of an SEC investigation for possible securities breaches, which arose from reports that representatives from Trump Media and DWAC were discussing the merger ahead of DWAC’s public offering.

Trump Media and Technology Group blamed the SEC for delaying the merger, claiming that “meaningful feedback” from the commission was long overdue.

“In the interest of simple fairness, the SEC must put aside any undue political considerations and bring its review to a swift conclusion,” Trump Media said in a statement.

CNBC reached out to the SEC for comment Thursday.

Trump Media has denied reports of financial disputes alleging the company owes a contractor over $1 million. The former president has hinted that the company may not need the cash injection from the DWAC deal.

“Anyway, I don’t need funding, ‘I’m really rich!’ Anyone private company???” Trump wrote in a Truth Social post on Saturday.

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