The Securities and Exchange Commission said on Thursday that it had reached a settlement with the cash-rich shell company that planned to merge with former President Donald J. Trump’s social media company, potentially paving the way for the much-delayed deal to proceed. Under the settlement, Digital World Acquisition Corp. will pay a penalty of $18 million and revise some of its corporate filings to comply with federal securities laws. The S.E.C. was investigating whether Digital World had flouted merger laws governing special purpose acquisition companies.
The S.E.C. charged Digital World, a special purpose acquisition company, with misleading investors with its disclosures.
“These disclosure failures are particularly problematic because investors focus on factors such as the SPAC’s management team and potential merger targets when making financial decisions,” said Gurbir S. Grewal, director of the S.E.C.’s division of enforcement.
Digital World announced a tentative settlement in a regulatory filing this month.
But many hurdles remain for Digital World to complete its merger with Trump Media & Technology Group, the parent company of Truth Social, a Twitter-like platform that has become the former president’s primary megaphone to reach his supporters on the internet.
Digital World, which raised $300 million from investors in a September 2021 initial public offering, is facing a Sept. 8 deadline to complete its deal with Trump Media or be forced to liquidate and return the cash. This week, the SPAC announced plans to seek shareholder approval to extend that deadline, but Trump Media has not yet signaled it is willing to keep the pending deal alive beyond Sept. 8.
Soon after Digital World and Trump Media announced a deal to merge in October 2021, the S.E.C. opened an investigation into whether preliminary merger discussions between the two parties had violated federal securities laws.
Shell companies are set up to raise money from investors and then find a company to buy, but they are not allowed to hold serious merger discussions before they go public. Such companies have a limited time — usually two years — to complete a merger before they are required to return the cash they raised to investors.
Last month, federal prosecutors in New York charged three men — two brothers and a former Digital World board member — with taking part in a scheme that generated $22 million in illicit trading profits ahead of the proposed merger.
This week, Digital World set Aug. 17 as the deadline for getting at least 65 percent of its 400,000 shareholders to approve an extension that would afford it more time to complete the merger. But last year, when Digital World secured a similar extension, it took several months of voting to get a sufficient number of shareholders to approve the measure.
A vast majority of Digital World shareholders are retail investors, and many of them are supporters of the former president and active users on Truth Social. A merger would provide Trump Media with instant cash to finance Truth Social’s operations. It is unclear why Trump Media has not committed to giving Digital World more time to complete the merger.