Former President Donald J. Trump could be paid to post on his own social media platform and it remains unclear if securities regulators would allow its merger with a cash-rich shell company to go forward, according to a corporate filing on Monday.
The long-anticipated registration statement filed by Digital World Acquisition Corp. said it anticipated completing the merger with Trump Media & Technology Group in the second half of the year. But the document, known as an S4, said the Securities and Exchange Commission, which began investigating the proposed merger last year, could “disapprove this transaction and issue a stop order” that would block it.
Digital World also said that Mr. Trump could be paid to post on Trump Media’s own social media platform, Truth Social in certain circumstances. The licensing deal does not require him to use the platform exclusively and permits him to “post from a personal account related to political messaging, political fundraising or get-out-the-vote efforts on any social media site at any time.”
If the former president does anything “illegal, immoral, or unethical” it is not considered a breach of his agreement with the company, according to the filing.
The unusual licensing deal is unlikely to quiet concern that Mr. Trump will return to Twitter if Elon Musk completes his deal to acquire the much bigger social media platform. Mr. Musk, the world richest man, has said he would lift Twitter’s ban on Mr. Trump if he acquires the company; Mr. Trump has said he “probably wouldn’t rejoin Twitter if he could.”
Twitter suspended Mr. Trump and kicked him off the platform following the Jan. 6, 2021, storming of Capitol Hill by his supporters and Mr. Trump’s repeated claims the 2020 presidential election was stolen from him.
Mr. Trump had nearly 90 million followers on Twitter when he was kicked off the platform. He currently has just over 2 million followers on Truth Social, where he only recently began to post in earnest this month.
The more imminent concern to Trump Media is whether securities regulators will allow the deal to proceed, which would enable Mr. Trump’s company to access up to $1.3 billion in investor cash. Mr. Trump would own 73 million shares — or just under 50 percent — of Trump Media if the merger is completed.
Digital World said the SEC had served it with a subpoena seeking various documents concerning its board meetings, trading procedures and “communications with and the evaluation of potential targets.”
The SEC has been investigating whether Digital World, a special purpose acquisition company, or SPAC, went public in September 2021 as a deal with Trump Media was already under discussion.
Digital World’s filing said that the SPAC had been looking at more than a dozen companies to acquire at the time it went public. But it confirmed prior reporting by The New York Times that another SPAC controlled by Digital World’s chief executive, Patrick Orlando, was in serious merger talks with Trump Media right up until a few days before Digital World’s initial public offering.
SPACs, companies that go public in the hopes of finding a private business to acquire, are not supposed to have an acquisition target lined up at the time of their IPO Digital World did not disclose the talks between Mr. Orlando’s other SPAC, Benessere Capital Acquisition, and Trump Media.
In a filing earlier this year, Benessere said it “terminated” a letter of intent it had signed with Trump Media on Sept. 1 because the social media company — which it did not identify by name — “had not yet executed certain key agreements” or finalized its audits.
Digital World priced its IPO the following day.
Shares of Digital World rose more than 6 percent in early trading, to about $44.50 a share. Although down by some 50 percent from early March, the shares are more than four times higher than before the company announced its deal with Trump Media last year.