A new financial filing by Digital World Acquisition Corp. — the special purpose acquisition company (SPAC) looking to merge with the Trump Media & Technology Group, the parent company of the former president’s TruthSocial media platform — has revealed some very interesting features of the proposed deal, including the fact that Trump “could be paid to post streaming videos on Trump Media’s video-on-demand service in certain circumstances,” according to an account in The New York Times.
The filing, an S-4 registration statement in anticipation of the completion of the merger later this year, also reveals other aspects of the deal including a warning that the Securities and Exchange Commission could “disapprove this transaction and issue a stop order” due to their investigation of possible insider trading surrounding the transaction.
The document also reveals that Trump is not restricted from using other social media platforms outside of TruthSocial, raising questions about what might happen if Elon Musk’s acquisition of Twitter goes through and he follows through on his promise to end Trump’s permanent ban from that platform. The filing does show that “President Trump is generally obligated to make any social media post on TruthSocial and may not make the same post on another social media site for 6 hours,” although it includes a loophole wider than the Grand Canyon:
“In addition, he may make a post from a personal account relating to political messaging, political fundraising or get-out-the-vote efforts on any social media site at any time,” the filing reads.
Perhaps the most shocking deal term exposed in the filing, however, is the fact that unlike most contracts that may contain a “morals clause” invalidating the contract if the person involved is found to have engaged in morally reprehensible or blatantly illegal acts, the deal between Digital World Acquisition Corp. and the Trump Media & Technology Group instead has a clause stating the exact opposite:
— George Conway🌻 (@gtconway3d) May 16, 2022
With the inclusion of an indemnity clause protecting Donald Trump rather than the company and its shareholders, one has to wonder how many gullible investors will want to take the risk of investing in a company where a principal is given such extraordinary protections despite their proven history of “illegal, immoral, or unethical” behavior.
With a deal like this, however, Donald Trump is set to be able to rake in extra cash for his commissary account even if he is sent to prison as a consequence of one of the many investigations into his past activities simply by having someone post under his name on TruthSocial.
You can read the entire Digital World Acquisition Corp. S-4 filing here.
Original reporting by Matthew Goldstein at The New York Times.