NEW YORK –
Donald Trump’s social media company will get tens of millions in special bonus shares in a new publicly traded entity if it performs well, handing the former president possibly billions of dollars in paper wealth based on current stock prices, according to a prospectus filed with security regulators Tuesday.
The filing says Trump’s social media company that aims to challenge Twitter and Facebook will be able to exercise warrants convertible to as many as 40 million shares of the new publicly traded company over three years. The exact number will depend on how high the stock in the company trades during that time, with the maximum number granted only if it trades at least at $30 a share or higher for a sustained period.
The bonus shares for his company would come on top of nearly 90 million shares worth possibly billions more.
“Trump and his fellow shareholders could walk away with a really big payday,” said Jay Ritter, a professor at the University of Florida who specializes in initial public offerings, though he cautioned the stock could plunge. “At some point the company needs to produce profits and given the competitive nature of the media industry, that could be a stretch.”
Trump launched his new company, Trump Media & Technology Group, last week as he unveiled plans for a new messaging app called “Truth Social” to rival Twitter and other social media that banned him following the Jan. 6 insurrection at the U.S. Capitol.
TMTG’s plan is to become a publicly listed company through a merger with the publicly traded Digital World Acquisition Corp., a special purpose acquisition company, or SPAC, whose sole purpose is to acquire a private company and take it public.
Digital World’s stock plunged 30% Tuesday to close at $59.07. It had traded above $100 last week when Trump’s social media company announced it would merge with it.
Still, the closing price implies Trump’s bonus “earnout” shares, if granted in full, would be worth $2.4 billion, though that valuation is far from certain. Ritter warned that if Trump’s bonus shares are issued, they would dilute existing shareholders, weighing on the stock price.
The bonus shares are in addition to roughly 87 million shares that TMTG will also receive, based on Ritter’s calculation from the merger announcement last week. At current prices, that stake would be worth another $5.1 billion.
The big drop Tuesday in Digital World’s stock is a reminder to investors of the risks of investing in SPACs, companies whose stocks have a record of soaring and plunging.
Even with the prospectus, investors are still largely in the dark about Trump’s new company. It gave few details on who exactly will be running the day-to-day operations and no financial figures.
IPO expert Ritter said the Trump company valuation is remarkable given the company has divulged so little and has virtually no assets.
“But it’s obviously got a big brand name that is potentially worth billions of dollars,” he said.
Whatever Trump’s stake in the new company, he wouldn’t be able sell his shares right away. A “lock-up” provision outlined in the prospectus says he wouldn’t be allowed to sell until at least five months after the merger.
Trump is listed as chairman of TMTG.
The prospectus acknowledges the “controversial nature” of a business being associated with Trump and his family.
And it says it is taking steps in case Trump should run for president again. It said the new company is structuring Trump’s “ownership and position” in a way that eliminates the need for disruptive changes should Trump decide to run for public office or be convicted of a felony criminal offense.
Republican Devin Nunes leaving U.S. Congress to head Trump’s new media company – Globalnews.ca
California Republican Rep. Devin Nunes, who was one of former President Donald Trump’s most ardent loyalists in Congress, is leaving the House at the end of this year to join Trump’s fledgling media company.
A statement Monday from the Trump Media & Technology group said Nunes would serve as chief executive officer, beginning in January 2022. The company is preparing to launch a social media platform intended to rival competitors, including Twitter, which blocked Trump’s account in January following the deadly storming of the U.S. Capitol.
In June, Facebook suspended Trump’s accounts for two years, following a finding that he stoked violence ahead of the Jan. 6 insurrection.
“Devin understands that we must stop the liberal media and Big Tech from destroying the freedoms that make America great,” Trump said in a statement.
Nunes’ decision comes at a time when his political future in California appeared in possible jeopardy — draft maps released in the once-a-decade realignment of congressional districts suggested he would face a challenging reelection in the 2022 midterms. Those maps will not be finalized until later this month.
Nunes, 48, said in a statement: “The time has come to reopen the Internet and allow for the free flow of ideas and expression without censorship. The United States of America made the dream of the Internet a reality and it will be an American company that restores the dream.”
Trump’s decision to select one of his most pugilistic defenders to oversee his new media group — instead of a seasoned business leader — makes clear that he intends to use the company for political benefit as much as for profit.
Nunes also is a harsh critic of mainstream media firms. He sued CNN and Twitter for defamation, among other companies, seeking hundreds of millions of dollars. Both cases were thrown out by judges.
Trump suing Facebook, Twitter, and Google over right-wing censorship claims
Trump announced the launch of his media company in October. The company says its plans include the creation of “Truth Social,” a Twitter-style social media app, as well as a subscription-based video streaming service that will feature entertainment programming, news and podcasts. Trump is listed as the company’s chair.
Trump’s media company and Digital World Acquisition announced over the weekend they had agreements for $1 billion in capital from institutional investors.
The Securities and Exchange Commission and the Financial Industry Regulatory Authority are looking into the deal. Digital World Acquisition Corp. launched on the U.S. stock market three weeks earlier with the sole purpose of finding a privately held company to buy.
Nunes is the top Republican on the House intelligence committee and was the panel’s chairman before Democrats won the majority in 2018. He launched the committee’s investigation into Trump’s ties to Russia along with California Rep. Adam Schiff, the top Democrat on the panel who is now its chairman.
Soon after they announced the probe, though, Nunes became one of Trump’s most forceful defenders in Congress. In early 2017, he visited the White House, reviewed documents there and then held a press conference saying that communications involving Trump associates had been swept up by U.S. spy agencies and were mishandled by former President Barack Obama’s administration. After an uproar, the House Ethics Committee said it would investigate the visit and determine whether he had leaked classified information.
The ethics panel cleared Nunes a year later, but Nunes had already recused himself from the Russia probe.
After a contentious investigation that Democrats claimed was biased in Trump’s favor, the Intelligence committee found that Russia interfered in the election but that there was no evidence of coordination between Trump’s campaign and Russia.
Nunes was also in the spotlight as he ardently defended Trump through Democrats’ 2019 impeachment inquiry, which was led by Schiff and the intelligence panel.
In early 2021, two days before the Jan. 6 Capitol insurrection, Trump awarded Nunes the Presidential Medal of Freedom. In a statement, the White House credited Nunes with uncovering “the greatest scandal in American history,” referencing Nunes’ efforts to discredit the Russia investigation.
In a statement, House Republican leader Kevin McCarthy called Nunes an “American patriot” said there is no person “better … prepared to compete head-to-head and lead an alternative to the Big Tech and big media cartel that has carried water for the Democrat Party for years.”
© 2021 The Canadian Press
U.S. financial regulators investigate Trump social media deal – The Globe and Mail
Wall Street’s top financial regulators are investigating former U.S. President Donald Trump’s $1.25 billion deal to float his new social media venture on the stock market, a filing showed.
Digital World Acquisition Corp, the blank-check acquisition firm that agreed to merge with Trump Media & Technology Group Corp (TMTG), disclosed in a regulatory filing on Monday that the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) were probing the deal.
TMTG did not respond to Reuters requests for comment.
Digital World said the SEC asked for documents in early November relating to communications between Digital World and TMTG, meetings of Digital World’s board, policies and procedures relating to trading, the identification of banking, telephone, and e-mail addresses and the identities of certain investors.
The SEC stated in its request that its investigation does not mean that the regulator has concluded that anyone violated the law, Digital World added.
Senator Elizabeth Warren had asked the SEC to investigate TMTG’s proposed merger with Digital World over potential violations of securities laws, including whether they had sufficiently disclosed when deal talks began.
The SEC declined to comment on Monday.
The investigations come amid excitement among Trump supporters and retail investors over the planned deal. Frantic trading of Digital World’s shares has driven TMTG’s valuation from $875 million in October to close to $4 billion.
Digital World, whose shares were down 1.8% to $44.14 at 1824 GMT, said FINRA had asked for details in late October and early November about “surrounding events,” including a review of trading, that preceded the announcement of the merger.
FINRA said in its request that its inquiry should not be construed as an indication that any violations of Nasdaq rules or federal securities laws have occurred, Digital World added.
FINRA declined to comment.
TMTG said on Saturday it had entered into agreements to raise about $1 billion from a group of unidentified investors, bringing the deal’s total proceeds to $1.25 billion.
But TMTG will only receive this money if the deal is completed. A vote required for Digital World shareholders to approve the transaction has yet to be scheduled.
Some on Wall Street have been reluctant to associate with Trump, and the Digital World filings did not disclose which investors backed the $1 billion fundraising.
Trump was banned from top social media platforms after the Jan. 6 attack by his supporters on the U.S. Capitol amid concerns he would inspire further violence. [USN LINK]
The Capitol attack was based on unsubstantiated claims of widespread fraud in last year’s presidential election.
In its first financial projections since the announcement of the merger, Digital World said it expected the average revenue per user of Trump’s social media app, TRUTH Social, to grow to $13.50 in 2026, with 81 million total users.
That is despite the app not having reached even trial mode. TMTG plans to launch the beta version of Truth Social in the first quarter of 2022.
Digital World also said it expected TMTG to reach 40 million total subscribers by 2026. By comparison, social media platform Twitter Inc has over 200 million daily active users.
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Media Release – December 6, 2021 – Guelph Police – guelphpolice.ca
Another resident loses thousands in Bitcoin scam
For the second time in as many weeks, a Guelph resident has lost thousands of dollars after falling victim to a scam involving Bitcoin.
Saturday afternoon, the Guelph Police Service was contacted by a 68-year-old city resident. He reported he had been contacted by someone claiming to represent the Canada Border Services Agency, who claimed a package with the male’s name on it had been intercepted at the border and contained illegal substances.
The male was instructed to deposit $3,900 into a Bitcoin ATM and did so while keeping the caller on the line. When the caller then demanded the male pull additional funds from a line of credit, the male got suspicious and hung up.
The report comes less than two weeks after a 27-year-old Guelph female lost nearly $8,000 in the same scam.
Payments made via Bitcoin or other crypto currencies are nearly impossible to trace. To avoid falling victim to similar scams:
- Do not provide any information to a caller you don’t know.
- Do not click on links provided or follow directions from a caller you don’t know.
- If the caller claims to be from an agency such as Canadian Border Services or the Canada Revenue Agency, hang up and call the agency back directly before following any instructions. Look up the number yourself rather than using a number provided by the caller.
- The caller will use various means, including threats, to try to force you to act quickly. Don’t fall for it.
- No government agency will demand payment by gift cards or crypto currency. If they ask for this, hang up.
Two impaired driving arrests on weekend
Two motorists were arrested for impaired driving in Guelph over the weekend.
Approximately 2 a.m. Saturday, officers on patrol observed several parties getting into a vehicle outside a licensed establishment on Silvercreek Parkway South. This included three people who entered through the rear hatch and occupy positions without seatbelts.
A traffic stop was conducted and officers detected an odour of alcoholic beverage on the driver’s breath. The driver registered a fail on a roadside screening device and was taken to the police station, where further testing confirmed he had more than the legal limit of alcohol in his system.
A 20-year-old Guelph male is charged with impaired operation. His driver’s licence was immediately suspended for 90 days and his vehicle was impounded for seven days. He will appear in a Guelph court December 17, 2021.
Approximately 11:45 p.m. Saturday, police were called to a report of a male passed out in a running vehicle on Water Street near McCrae Boulevard. Officers attended and detected an odour of alcohol and marijuana coming from the vehicle. The driver registered a fail on a roadside screening device and was taken to the police station, where further testing confirmed he had more than the legal limit of alcohol in his system.
A 44-year-old Fergus male is charged with impaired operation. His driver’s licence was immediately suspended for 90 days and his vehicle was impounded for seven days. He will appear in a Guelph court December 21, 2021.
The Guelph Police Service would like to encourage the public to always consume alcohol and cannabis responsibly. Please don’t drive if you are going to consume alcohol or cannabis, and please ensure that you plan ahead so that you have a safe ride home.
Male fired, charged after internal theft
A Guelph male is unemployed and facing a criminal charge after he was caught stealing from his now-former employer.
On Saturday, the Guelph Police Service received a call from the loss prevention officer of a west-end business, who reported an employee had been let go. During a two-week period in November, the male was caught on camera eating more than $70 worth of product without paying. The total loss is believed to be much higher.
A 21-year-old Guelph male is charged with theft under $5,000. He will appear in a Guelph court January 28, 2021.
Three drivers taken off road during RIDE checks
Three motorists had their driver’s licences suspended for 72 hours during weekend RIDE checks.
Officers stopped 750 vehicles at two locations Saturday night. Almost 50 drivers were asked to provide breath samples into approved screening devices, with three of them taken off the road after registering between 50 and 80 milligrams of alcohol in 100 millilitres of blood. The legal limit is 80 milligrams.
As well, one driver was charged under the Cannabis Control Act with having cannabis readily available and another was charged under the Highway Traffic Act with failing to surrender a driver’s licence.
Drivers will notice increased enforcement until early January during the Festive RIDE season. The Guelph Police Service would like to encourage the public to always consume alcohol and cannabis responsibly. Please don’t drive if you are going to consume alcohol or cannabis, and please ensure that you plan ahead so that you have a safe ride home.
Total calls for service in the last 72 hours – 619
Republican Devin Nunes leaving U.S. Congress to head Trump’s new media company – Globalnews.ca
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