The deal between SPAC Digital World Acquisition Corp. (DWAC) and Trump Media & Technology Group Corp. has been somewhat cloaked in secrecy, but the transaction became a little clearer, thanks to a May 27 securities filing.
According to the Securities and Exchange Commission filing, as many as 100 million shares held by existing investors may go on the block, including the almost 50 investors signed up for a $1 billion private investment in public equity.
Shares in Digital World opened May 27 at $44.73, dipped to $41.59 and closed at $44.48.
The identities of some of the PIPE investors have become known in recent days, thanks to media coverage, but the filing included the rest of the investors and the amount of stock they hold. The original deal announcement Sept. 3 made no mention of a PIPE, and while the financing went public three months later, it named none of the investors.
The filing also shed light on what the ownership of Trump Media might look like should the deal be completed. Assuming no redemptions, Trump Media would hold 57.2%, SPAC investors 19%, PIPE investors 18.8% and SPAC sponsor ARC Global Investment II LLC 5%. On the other hand, the document also laid out what ownership would look like if a maximum number of shares were redeemed. Trump Media’s stake would jump to 69.9%, PIPE investors to 23% and ARC’s share to 6.1 %. SPAC investors’ stake would shrink to just 1%.
The filing didn’t answer any questions about what Trump Media’s board of directors might look like as none were named.
The management of the media company and most of its compensation were clarified. Former President Donald Trump assumes the title of chairman, while former California Republican congressman Devin Nunes is CEO, Phillip Juhan CFO, Andrew Northwall COO and William Lawson chief technology officer.
Nunes will draw a salary of $750,000 a year while Juhan will receive $300,000, Northwall $365,000 and Lawson $500,000 once the deal is completed.
Trump’s renumeration was not listed.
The largest PIPE investor includes four funds backed by Naples, Fla.-based hedge fund Pentwater Capital Management, which holds 13.5 million shares. There is very little public information available for Truth SPC, a Cayman Island-based investor that holds 11.5 million shares. Nathan Smith is listed as having control over the Trump shares. Smith is also the CFO of two SPACs, Aries I Acquisition Corp. (RAM) and Aries II Acquisition Corp., which has yet to price its offering. He is managing director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices and their underlying portfolio. The business address for both SPACs as well as Truth SPC is the same one, 23 Lime Tree Bay, Grand Cayman.
There are a total of 46 PIPE investors and three of them, Red Rowan Investments Ltd., Sabby Capital Management LLC and MMCAP International Inc. SPC, each hold 10 million shares.
The PIPE transaction is being done at an unusual 20% discount and allows the investors to do as they wish with the shares rather than having a minimum holding period. The business combination is projected to close in the second half of 2022.
EF Hutton, the investment bank formerly known as Kingswood Capital Markets, was the underwriter for the Digital World IPO in September 2021 that raised $287.5 million. According to the filing, EF Hutton will be paid $3.5 million based on 1.25% of the IPO on the front end, and $10 million based on 3.5% if the Trump Media deal closes. And Hutton’s placement agent fees for the PIPE come to $25 million.
The investment bank is under SEC investigation over allegations that some of its microcap clients have participated in paid stock promotions. Digital World is also being investigated by the SEC over how the Trump deal came together.
The May 27 S-1 filing also notes that Trump is critical to the company, and if he were to die, become disabled or limit his work with Trump Media by running for president, the company could suffer.
The filing also warns of numerous lawsuits against Trump that could tarnish his image or take his attention away from his company, pointing to four pending lawsuits in Washington tied to his role in the Jan. 6 riots, as well as the congressional committee probe. The document also warns about possible criminal charges in Georgia arising from Trump actions after the 2020 election as well as another congressional probe related to Trump’s removal of top secret documents from the White House. The filing also warns about a trio of ongoing investigations in New York. And the document included warnings to investors regarding the numerous bankruptcies and failed businesses that have carried the Trump name.
And while Trump Media has gone out of its way to separate itself from other social media outlets such as Twitter and Facebook, saying that Truth Social would welcome everyone and not have a political agenda, the latest filing makes it clear that programing for company’s video on demand service TMTG+ would be aimed at a pro-MAGA audience. “TMTG+ intends to offer programs including, but not limited to, blue-collar comedy, cancelled shows, Trump-specific programming, faith-based shows, family entertainment, shows that embrace the Second Amendment and news. TMTG intends to license, produce and deliver news, sports and nonwoke entertainment content through this platform. TMTG+ will provide a platform for conservative and/or libertarian views, and otherwise cancelled content from other broadcast television and/or digital streaming platforms.”