Two different investigations are tying up the merger between Digital World Acquisition Corp. and Trump Media & Technology Group with $300 million at stake.
The deal has been waylaid by two intensifying federal investigations. One is focused on whether preliminary merger discussions between Digital World and Trump Media violated federal securities laws. The other investigation is looking at whether a group of early investors in Digital World — who were brought into the deal by [deal architect Patrick] Orlando — engaged in improper trading.
With a six-month deadline looming, there are concerns by executives from both companies that two federal investigations won't wrap up in time and they will have to refund the money dumped into the company's early investors.
SPACs are not allowed to hold serious merger discussions before they go public, and if they do, it can violate federal securities laws. Federal authorities are trying to determine if Digital World’s talks with Trump Media were substantive enough that they should have been disclosed before the SPAC sold shares to the public in September 2021.
If it was clearly prearranged, that was an egregious violation. The S.E.C. has the discretion to stop a merger where the disclosures violate security laws.