March 20, 2023

THE TIGHTENING NOOSE:

The Trump Investigation You Probably Haven't Heard About (KIMBERLY WEHLE,  MARCH 20, 2023, The Bulwark)

But as it turns out, there's a sixth--this one involves both DOJ and the Securities and Exchange Commission (SEC), and it implicates conduct since Trump left office and after he was expelled from Twitter and launched his own social media platform, Truth Social.

The matter involves a so-called "blank check company" called Digital World Acquisition. Blank check companies have no established business plan but gather funds and sell shares to investors with the intention of merging with or acquiring another company in the future. The investors have no idea what they will ultimately be investing in. Under SEC rules, after an initial public offering (IPO), a blank check company's funds must be deposited in escrow prior to a transaction and held there until shareholders officially approve a merger. As of 2020, a particular form of blank check company known as "special purpose acquisition companies," or "SPACs," made up 50 percent of the market for IPOs. This figure represents a huge spike prompted by the SEC's temporary inability to approve traditional IPOs due to the COVID-19 pandemic. Trump took advantage of it to launch Truth Social.

In April 2021, Trump's representatives had a videoconference with Patrick Orlando, Digital World's chief executive. A month later, Digital World advised the federal government in securities filings that it had not identified or had discussions with any potential merger targets.

In October, Trump Media & Technology Group merged with Digital World, which provided $293 million in funding it raised in its IPO on September 8, 2021, mostly from big investors who pitched in as much as $30 million apiece. The series of events drew the attention of the SEC, which opened an investigation in December 2021, presumably out of a concern that Trump and Digital World might have secretly planned the merger before going public and failed to disclose their communications to the SEC. According to reporting by the New York Times, the average time for public blank check companies to find a target to merge with and complete a deal is 17 months. Digital World did it within a month of going public. The SEC probe has delayed the Trump Media-Digital World merger indefinitely.

Eggroll!

Posted by at March 20, 2023 12:00 AM

  

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