SPAC that plans to merge with Trump Media settles SEC charges of fraud

WASHINGTON (Reuters) – A special purpose acquisition firm that is set to merge with former U.S. President Donald Trump’s media company settled regulatory charges that it had made “material misrepresentations” to investors.

The U.S. Securities and Exchange Commission (SEC) said on Thursday that Digital World Acquisition Corporation, which was found to have violated antifraud provisions of federal securities laws, agreed to a cease-and-desist order and to pay an $18 million penalty if it closes the merger.

DWAC’s shares surged about 24% after the bell on hopes the merger, announced in October 2021, could go forward after the fine.

The SEC said DWAC misled investors by failing to disclose in filings that it had formulated a plan to acquire Trump Media & Technology Group Corp and was pursuing the acquisition before DWAC’s initial public offering.

DWAC did not immediately respond to an emailed request for comment.

SPACs are listed shell companies that raise cash to acquire and take public a private company, allowing targets to sidestep the stricter regulatory checks of an IPO.

The SEC cracked down on SPACs after a frenzy of deals in 2020 and early 2021 sparked concerns that some investors were getting a raw deal. In 2022 the agency proposed new SPAC regulations to boost disclosures and rein in lofty revenue projections.

Gurbir Grewal, director of the SEC’s division of enforcement, said DWAC also failed to disclose “a material conflict of interest of its CEO and chairman.”

If the deal closes, Trump Media would gain access to more than $1 billion in much-needed cash from DWAC’s institutional investors. According to a Feb. 2, 2021 services agreement, Trump controls 90% of Trump Media.

The company’s platform, Truth Social, has struggled to show strong growth in the number of users since its February 2022 launch.

Trump had 5.72 million followers on Truth Social as of July 20, compared with the more than 88 million followers he had on Twitter when the platform permanently suspended him.