Digital World Acquisition Corp. (DWAC) failed this week to gain the necessary votes to delay its planned merger with Donald Trump's media company Trump Media & Technology Group, which runs the Truth Social app the former president frequently posts on.
The blank-check company had pushed its shareholders to vote for a yearlong delay this week amid regulatory scrutiny. The extension needed the approval of 65% of shareholders. However, the effort was hamstrung since many DWAC stockholders are retail investors, who tend not to vote in proxies.
DWAC had previously said in a securities filing that a failure on this vote would mean it would likely "be forced to liquidate." Instead, late Thursday, the company announced a maneuver to gain a four-week reprieve until Oct. 10.
"We are working diligently to record all the votes that are continuing to come in from our stockholders," DWAC CEO Patrick Orlando told stockholders Thursday.
DWAC shares had dropped earlier this week as it became more and more likely the company would likely be unable to get the votes together. The stock was trading a bit above $20 per share for most of the week, a steep decline from its all-time high close of $94.20 reached last October. Still, shares were trading nearly 5% higher after hours on Thursday.
The news also raises new questions about the ongoing viability of Trump's still-private media company. TMTG is the parent company of Truth Social, a Twitter imitator that Trump launched when he was kicked off mainstream social media sites following the Jan. 6, 2021 attack on the Capitol that he's been accused of inciting.
Recent reports from Fox Business and Axios have documented financial problems at Truth Social. Trump's company denies the reports, calling them “knowingly false bar talk.” Trump's company says it has the money to continue operating until spring without the new infusion of funds that would have come with a SPAC merger.
In a Truth Social post this week, Trump denied the reports of trouble but suggested the deal may never go through at all, writing: "In any event, I don’t need financing, “I’m really rich! Private company anyone???"
Thursday's news is just the latest chapter in a wild 11-month ride for DWAC shareholders who had flocked to the company early on but now face more uncertainty.
‘As long as Trump is involved, this is never going out of the news’
DWAC first went public in September 2021. The following month, the company announced plans to merge with the former president's company.
A SPAC offering would have marked a return to the public markets for Trump after a quarter-century hiatus, and the stock immediately spiked.
At the time, YouTuber Matt Kohrs, who said he bought a “very small position” of DWAC, told Yahoo Finance, "The excitement and enthusiasm surrounding this stock appears to be related to the idea of what the company represents and could become."
Meanwhile Matthew Tuttle, CEO of Tuttle Capital Management, noted, "Trump has 'Made SPACs Great Again.’”
“As long as Trump is involved this is never going out of the news,” he added.
Yahoo Finance checked back with Khors and Tuttle recently and found a different mood surrounding the stock now.
Kohrs told Yahoo Finance he was no longer holding DWAC shares, noting that the excitement surrounding DWAC has died down. Meanwhile, Tuttle called the delay “very significant, especially in this SPAC environment and Trump in the news.”
SPAC activity has slowed considerably this year after a record-breaking 2021.
Declining enthusiasm and ‘a tipping point’ from the government
In recent months, news emerged of an investigation by the Securities and Exchange Commission into whether Trump’s company illegally negotiated with DWAC before it went public. The SEC probe was first disclosed in a filing last December with a follow-up in June that revealed the effort was expanding.
"Once the SEC is investigating, you've hit a tipping point,” Reena Aggarwal, the director of Georgetown’s Psaros Center for Financial Markets, recently told Yahoo Finance.
Trump’s effort was also a victim of difficult timing. This year, there have also been plenty of high-profile SPAC efforts shelving plans — even where no wrongdoing has been alleged — in response to the less hospitable climate. One example was billionaire hedge fund manager Bill Ackman's planned SPAC, which was shelved in July.
“The market has become extremely choppy and volatile and that's a very difficult market for any company to go public,” says Aggarwal. He added, referring to Trump's effort, “And on top of that, you add all the drama that's there with this particular one.”
Kohrs added another key factor in DWAC’s recent decline: Tesla CEO Elon Musk's bid to buy Twitter (TWTR).
“I believe a considerable percentage of people who were interested in Truth Social decided to give Twitter another try due to the potential of a new leadership regime,” Kohrs said.
Musk is now trying to walk away from his Twitter deal and embroiled in a legal fight with the social media company over whether the deal will ultimately go through.
And in addition to troubles at his media company, Trump is also of course facing legal challenges on a mind-bending array of fronts in the months ahead.
In the end, Aggarwal says she doesn’t expect Trump’s effort to join the public markets to be resuscitated quickly. “It's kind of just so obvious that these are issues that are not going get resolved in a month or two months,” she says.