Tornado Alley (PROG)

[fuagf]

And you are likely close to the mark. Possible lawsuits as you mentioned are here too:

Trump Media’s Impending Merger May Give Him a Financial Lifeline

The deadline for the former president to pay a $454 million civil fraud penalty coincides
with the expected closing of a deal involving his social media platform, Truth Social.

By Matthew Goldstein
Feb. 26, 2024

[...]

Why can’t Mr. Trump trade or sell his shares right away?

The merger documents contain fairly standard language that limits major shareholders like Mr. Trump from selling shares for six months after the deal’s closing.

Lockup provisions, which are common in SPAC deals, are intended to assure investors that major shareholders will not immediately cash out after a merger is complete, said Kristi Marvin, a former investment banker and the founder of SPACInsider, a SPAC database. If a flood of restricted shares immediately hits the market, it could depress the stock price.

Digital World’s lockup provision also limits major shareholders from using the stock as collateral for a loan during that six-month period.

Can Mr. Trump transfer shares during the lockup period?

Yes. The provision permits a major shareholder like Mr. Trump to transfer shares to a trust. A trust backed by some of Mr. Trump’s shares might be able to use that stock as collateral for a loan. He also can transfer shares to an immediate family member.

Can the lockup provision be waived or amended?

Yes. The merger document states that Digital World reserves the right to waive the provision “at or prior to the closing” of the merger, and that would be the simplest way around it, securities experts said. But to do so, Digital World likely would need the consent of other large shareholders.

Trump Media’s board may also amend the provision after the merger to allow for limited share sales during the six-month waiting period.

Are there risks in changing lockup terms?

Changes in lockup terms that do not have a sound business rationale could open the door to shareholder lawsuits. That is especially true if the stock price subsequently drops sharply, several securities experts said.

https://www.nytimes.com/2024/02/26/business/trump-media-digital-world-acquisition-cash.html