Digital World (NASDAQ:DWAC) has postponed its shareholder vote to extend its transaction deadline for a sixth time, this time to November 22.
Although the SPAC has not yet formally announced the move, Bloomberg reported that it was explained during Digital World’s special meeting earlier this morning. The SPAC has been adjourning and postponing this meeting since early September as it has a number of balls in the air with the deal.
One thing that is not driving uncertainty is the stock price. Digital World last closed at $16.21, so potential redemptions are not the issue, or at least shouldn’t be. The problem could be as simple as voter turnout. Only 7.2% of Digital World shares are held by institutions and other SPACs with heavy retail ownership have struggled to get sufficient votes to meet turnout thresholds.
This problem may actually be getting worse as the record date for this vote was all the way back on August 12, meaning that only votes cast by those who owned the stock at least three months ago count. Many of those shareholders may have sold shares since and are unaware that the process still applies to them.
Daily trading volume of Digital World stock has been over 1 million shares 17 times since that date, with 10.6 million shares changing hands on October 13 alone.
Then, there’s everything else going on around this deal.
Digital World and its proposed combination with Trump Media and Technology Group (TMTG) have been facing a long SEC review process as well as changes to its $1 billion PIPE. The transaction was initially announced on October 20, 2021, Digital World filed its first S-4 for the deal in May 2022. The outside date for the deal’s PIPE then passed on September 20.
Since then, investors representing $138.5 million of this amount have hit the exits, and remaining PIPE investors been reportedly seeking to renegotiate terms. To make things spicier, Billionaire Elon Musk also just bought Twitter.
Aside from being TMTG’s most direct competitor, a major part of TMTG’s raison d’etre was the banning of former President and TMTG Chairman Donald Trump from connecting to his huge following on the platform. Musk has been vocal in supporting various figures that have been banned from social media platforms, and it is widely speculated that a Musk-owned Twitter would allow Trump back on.
And while Trump has already stated he would not go back to Twitter, Trump has been known to change his mind. If such were to pass, TMTG would no longer have an exclusive hold on its biggest draw.
Then again, Musk’s recently announced changes to charge verified users $8 per month for features that had formerly been free (and presumably removing them from non-paying users), have not been well received.
For a heavily retail-owned stock, it feels like numerous news events could be cause for buying or selling of Digital World and the midterm elections are right around the corner.
Although its current transaction deadline is December 8, 2022, Digital World can get off of the extension vote train any time it wants by depositing $0.10 per share for an automatic three-month extension to March 8, 2023. But, given all of the uncertainty listed above, three months is unlikely to be enough to bring this deal to a close, and its team has a lot of incentives to keep trying for a free one-year extension.
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