By Noor Zainab Hussain and Greg Roumeliotis
-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 U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) were probing the deal.
TMTG did not respond to 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 email addresses and the identities of certain investors.
The SEC stated in its request that its investigation does not mean the regulator has concluded that anyone violated the law, Digital World added.
U.S. 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 ended trading on Wednesday down 2.6% at $43.81, 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.
A Reuters review of trading data showed unusual activity on Oct. 20 ahead of the merger’s announcement later that day. Over 1 million warrants, worth a total of around $500,000, were traded, compared with only 119,000 warrants on Oct. 19, according to Refinitiv data.
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 receive this money only 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.
The Capitol attack was based on unsubstantiated claims of widespread fraud in last year’s presidential election.
With the exception of Trump being named TMTG chairman, the company had not identified any of its top executives until Monday, when it announced that Devin Nunes would step down as a U.S. representative to join as its CEO in January.
Nunes, the top Republican on the House Intelligence Committee, has been one of Trump’s staunchest allies in Congress.
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.