Trying to make sense of Donald Trump’s SPAC? We break it down for you.

Donald Trump
  • Former president Donald Trump is taking his social media company public via SPAC merger.
  • Shares of the SPAC, Digital World Acquisition Company, more than quadrupled in price on the news.
  • Here we answer your burning questions on what’s going on with this deal.

The SPAC craze is back, riding high on the former president’s social media ambitions.

Donald Trump’s soon-to-be-launched social media site, Truth Social, announced Thursday its plans to go public through a special purpose acquisition company, aka a SPAC, called Digital World Acquisition Company. The stock ticker “DWAC” trended on Twitter following the announcement.

As the news goes viral, here are the answers to burning questions about the art of Trump’s latest deal.

So what is a SPAC, again?

SPACs were a nearly dormant financial tool for taking companies public until right around the start of the COVID-19 pandemic, at which point the market became a feeding frenzy for investors, speculators, and retail traders looking to cash in on private companies with big potential for growth.

A SPAC is just a small public company with a whole lot of cash that has one simple goal: to take a private company public. They are also known as “blank-check” companies and the process for a company to go public via SPAC can be easier than the traditional IPO route.

To form a SPAC, a few people, often former bankers or corporate executives and sometimes celebrities, get together in the hopes of finding a worthwhile private company. First, the SPAC goes public, issuing shares and raising money from investors. SPAC shares are usually sold at $US10 ($AU13) apiece – just like in the case of Trump Media’s Digital World Acquisition Corp. SPAC, which raised about $US283 ($AU379) million in its IPO, according to a filing with regulators.

That war chest of cash will eventually be used to strike a deal with a target company. Digital World Acquisition found Trump Media & Technology Group.

DWAC stock is up how much?

357% at Thursday’s close! Intraday, it was up even more, gaining more than 400% before pulling back.

We’ve seen SPAC stocks go wild after announcing the target company – but not this wild. SPAC stocks normally jump after the deal is announced, even though the target company isn’t public yet (shareholders still need to give the thumbs up).

The stock closed Thursday at $US45.50 ($AU61), up from $US9.96 ($AU13) the previous day. It was the most-traded stock on the market Thursday, with over 470 million shares changing hands.

Who’s behind this SPAC?

Patrick Orlando is the SPAC’s CEO. He’s a former investment banker and has a hefty background in the SPAC business (he’s been part of three before this one). The company’s chief financial officer is Luis Orleans-Braganza, who currently serves on Brazil’s National Congress.

If you haven’t heard of either of them, you may have heard of some of the high flying hedge funds that have invested in the SPAC, like Highbridge Capital Management, Lighthouse Partners, K2 Principal Fund, and Saba Capital Management. They all likely made a killing on Thursday’s wild price action.

So what’s going on here?

Basically, Orlando incorporated Digital World Acquisition in Miami about a month after Trump lost the election, with the goal of merging with a “leading emerging growth technology company.”

Then today, his SPAC announced it would be taking Trump Media & Technology Group public, on the condition of shareholder approval.

But unlike in other SPAC mergers where the target company discloses its financial statements or future revenue potential, the Trump Media & Technology Group doesn’t have much in the way of financial projections – even though it got a $US1.7 ($AU2) billion valuation in the merger.

The goal of the future company is to “create a rival to the liberal media consortium and fight back against the ‘Big Tech’ companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America.” The first step is launching a new site called Truth Social.

What is Truth Social?

That remains to be seen. The future social media site hasn’t actually launched yet, but it has a waitlist. The statement said the eventual site aims to “stand up to the tyranny of Big Tech.

Trump has been wanting to get back on social media since being banned from Twitter and Facebook following the January 6 insurrection – and it hasn’t been easy. At first, he tried sending tweets from other people’s accounts. Then he launched a blog called “From the Desk of Donald J. Trump” that flopped.

“We live in a world where the Taliban has a huge presence on Twitter, yet your favorite American President has been silenced. This is unacceptable,” he said. “I am excited to send out my first TRUTH on TRUTH Social very soon. TMTG was founded with a mission to give a voice to all.”

A beta version of the site could launch as soon as November 2021.

Is this thing for real?

The filings with the US Securities and Exchange Commission are available here.

Even so, Trump’s company going public is all dependent on shareholder approval. According to Julian Klymochko who runs a SPAC-focused exchange-traded fund, he’s never seen a SPAC deal get voted down. Shareholders are incentivized to approve it because of assets called warrants that they receive at the beginning of the SPAC. No deal, and those warrants are worthless.

Is this the next meme stock?

If price action is any indication, it might already be a meme. On top of that, retail traders are piling on, a necessary prerequisite for a stock to achieve meme status. According to Bloomberg, Fidelity logged 55,000 buy orders for shares of the SPAC on Thursday.