Trump Media Takes Giant Leap Towards Truth Social Merger: SEC Filing Marks Milestone In Historic Deal

This document, which includes a preliminary proxy statement and prospectus, is related to the proposed business combination with TMTG, the company behind Truth Social.

The filing with the Securities and Exchange Commission (SEC) is a crucial step in the merger process. TMTG CEO Devin Nunes stated, "We believe that today marks a monumental milestone toward completing the Business Combination, and we look forward to working with the SEC to bring this deal to a close as quickly as possible. Truth Social aims to be more than a social media platform-we aspire to become the centerpiece of a movement, as well as a method for Americans to invest in their freedom."

Eric Swider, the CEO of DWAC, echoed Nunes' sentiments, saying, "This filing of the Registration Statement together with the Quarterly Reports on Form10-Q we filed earlier today for the first and second quarter of 2023, represent a crucial milestone in our journey towards the potential merger with TMTG. This development highlights our ongoing efforts to provide clear and detailed information throughout this process. Our teams have worked tirelessly to reach this stage, and this achievement reflects their dedication and expertise. We are excited to continue our collaboration with TMTG to bring this merger to fruition."

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The merger, if successful, would enable Truth Social to go public, issue stock, and gain access to substantial financing. Truth Social was established by former President Donald Trump following his ban from social media platforms Facebook and Twitter, now known as X.

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November 14, 2023

In October, Reuters reported that DWAC, the special purpose acquisition company (SPAC) established to take Truth Social public, announced it would return the $533 million raised for the deal to investors. This report was one of many from mainstream media outlets suggesting the merger might not materialize.

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However, Truth Social clarified that the termination of the private investment in public equity (PIPE) transaction was a necessary step towards the merger's completion.

In an October statement, Truth Social said, "Both DWAC and Truth Social explained terminating the PIPE as a key step toward completing our merger. Only a hopelessly biased or functionally illiterate publication could interpret those statements — in a manner that is knowingly false, defamatory, and guaranteed to spark legal action — as a sign that the companies are backing away from the merger.”