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Digital World Acquisition Corp. (DWAC) Adjourns Extension Vote for TMTG Deal
by Kristi Marvin on 2022-09-06 at 5:39pm

Digital World (NASDAQ:DWAC) has adjourned its special meeting held this afternoon without finalizing its shareholder vote to extend its timeline to complete its combination with Trump Media (TMTG).

The SPAC, which currently has a deadline of September 8, is asking stockholders to consider amending the company’s amended and restated certificate of incorporation to extend the period of time for completing a business combination up to four times, each by an additional three months, for an aggregate of 12 additional months or such earlier date as determined by the Board of Directors. However, it’s important to note that regardless of the current extension vote, and if the vote fails, DWAC (the SPAC) can still extend its completion deadline by contributing funds to trust.

Per this afternoon’s press release, if the extension is not approved by the transaction deadline, then DWAC’s sponsor, ARC Global Investments II, LLC, plans to contribute $2,875,000 to the trust account, which is equal to $0.10 per share of Class A common stock issued in the IPO. This contribution will extend the time to consummate an initial business combination for a three-month period, until December 8, 2022 and will be made as a loan that would not accrue interest. Additionally, it will increase the pro rata portion of the funds available in DWAC’s trust account in the event of the consummation of an initial business combination or liquidation from approximately $10.20 per share to approximately $10.30 per share.

Nonetheless, regarding the adjourned vote, DWAC has also extended the deadline for holders of common stock issued in its IPO to submit their shares for redemption to 5:00 p.m. Eastern Time on September 7.  The special meeting will now be held on Thursday, September 8, 2022 at 12:00 p.m. Eastern Time and as a reminder, the SPAC needs 65% of its shareholders to vote in favor of the extension.

To be clear, many of the retail trading platforms are still not well-equipped to accommodate corporate action-type scenarios such as proxy votes. As a result, securing 65% of shareholder to vote and vote yes is not an easy feat.

However, it is still interesting to note that such a high-profile and controversial deal leaked that there was “trouble” with the vote to Reuters yesterday. An “unnamed source” was responsible, but it was also noted in the same article that “Digital World has disclosed that the SEC, the Financial Industry Regulatory Authority and federal prosecutors have been investigating the deal with TMTG, though the exact scope of the probes is unclear.”

Also noteworthy is that PIPE investors were name-checked in the article as well by having the ability to back out of financing as of September 20th.  Should this deal not close before that date, PIPE investors are not obligated to contribute capital.

All of this would seem to imply someone on one of the sides of this transaction (or both, or maybe even a PIPE investor) would like to exit and perhaps by vote is the easiest way? This could also serve to save face if PIPE funding falls apart on September 20th, and a new presidential election cycle looms on the horizon. Keep in mind that this is pure speculation, and all that we know is what’s in the filings and press.

However, if the intention was to drive the share price down, DWAC’s share price initially closed 11.44% lower to $22.30 today, but is now up 1.22% to $22.40 in after hours following the news.

Digital World brings about $293 million into the deal from its current trust and supplemented this with a $1 billion PIPE. The SPAC originally announced its $875 million deal with Trump Media last year on October 21. TMTG is working to launch a Trump-centric social media platform in the first quarter of 2022, to be followed by a subscription video on demand service.

 

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