Trump could be paid to post on Truth Social, file says

Former President Donald J. Trump could be paid to post on his own social media platform and it is unclear whether securities regulators would allow his merger with a cash-rich shell company to go ahead, according to a corporate filing Monday.

The long-awaited registration statement filed by Digital World Acquisition Corp. said it anticipated completing the merger with Trump Media & Technology Group in the second half of the year. But the document, known as S4, said the Securities and Exchange Commission, which began investigating the proposed merger last year, could “disapprove this transaction and issue a stay order” that would block it.

Digital World also said Trump could be paid to post on Trump Media’s own social media platform, Truth Social, but the license agreement does not require him to use the platform exclusively. If the former president does something “illegal, immoral or unethical,” it is not considered a breach of his agreement with the company, according to the file.

Trump would own 73 million shares, or just under 50 percent, of Trump Media if the merger is completed.

The unusual licensing deal is unlikely to quell concerns that Trump will return to Twitter if Elon Musk completes his deal to acquire the much larger social media platform. Musk, the world’s richest man, has said he would lift Twitter’s ban on Trump if he acquires the company; Trump has said that he “probably wouldn’t join Twitter again if he could.”

Twitter suspended Mr. Trump and kicked him off the platform following his supporters’ takeover of the Capitol on January 6, 2021, and Trump’s repeated claims that they stole the 2020 presidential election from him.

Trump had almost 90 million followers on Twitter when he was banned from the platform. He currently has just over 2 million followers on Truth Social, where he only recently started posting in earnest this month.

The most pressing concern for Trump Media is whether securities regulators will allow the deal to go through, which would allow Trump’s company to access up to $1.3 billion in cash from investors.

Digital World said the SEC served it with a subpoena seeking several documents related to its board meetings, business proceedings, and “communications and evaluation of potential targets.”

The SEC has been investigating whether Digital World, a special purpose acquisition company, or SPAC, went public in September 2021 when a deal with Trump Media was already being discussed.

The Digital World filing said that SPAC had been looking for more than a dozen companies to acquire at the time it went public. But it confirmed an earlier report by The New York Times that another SPAC controlled by Digital World CEO Patrick Orlando was in serious merger talks with Trump Media until just days before Digital World’s initial public offering.

SPACs, publicly traded companies hoping to find a private business to acquire, are not supposed to have a defined acquisition goal at the time of their initial public offering. Digital World did not disclose the talks between Mr. Orlando’s other SPAC, Benessere Capital Acquisition. and TrumpMedia.

Shares of Digital World were up more than 6 percent in early trading, to about $44.50 a share. Although down 50 percent since early March, the shares are more than four times higher than they were before the company announced its deal with Trump Media last year.

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