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Page 421 of 496
No. 501
Filed OCTOBER 20, 2021
Self-Dealing & Corruption
Between Terms

Trump Announces Plan To Take Public A Social Media App That Does Not Exist Yet, Valuing His Own Grievance At $1.7 Billion

The Filing

PALM BEACH, Fla. Former president Donald J. Trump announced Wednesday that he intended to take a social media company public, a routine corporate milestone complicated only by the fact that the company had no application, no users, no revenue, and, as of the announcement, no released product of any kind.

The venture, Trump Media and Technology Group, said it would merge with Digital World Acquisition Corp., a special purpose acquisition company, or blank check firm, that had raised roughly $293 million from investors one month earlier for the express purpose of buying a business it had not yet identified. The combined entity was assigned an initial enterprise value of $875 million, with provisions allowing the figure to climb to as much as $1.7 billion depending on how enthusiastically the public chose to value a platform it had never seen.

The flagship product, an application called Truth Social, was described as entering a beta launch for invited guests in November, with a wider rollout planned for early 2022. Investors were invited to commit capital well in advance of all of this, a sequence that situates the financing of the company comfortably ahead of the existence of the company.

"We live in a world where the Taliban has a huge presence on Twitter, yet your favorite American President has been silenced," Mr. Trump said in the announcement, framing the launch as a corrective to censorship rather than as the listing of a pre-revenue shell on the Nasdaq. Shares of Digital World, which had to that point traded quietly as an empty box of cash, surged several hundred percent in the days that followed, a movement analysts attributed to the public's appetite for the idea of the thing.

A person familiar with the venture said the structure was appealing precisely because it required nothing yet to have been built, noting that conventional companies were burdened by products, customers, and earnings that could disappoint, whereas this one as constituted carried no such liabilities.

At press time, federal securities regulators had begun examining whether the two companies discussed their merger before Digital World told its own investors it had no merger in mind, a question later resolved with an $18 million settlement and a product that arrived, eventually, to a market that had already paid for it.

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