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06 Sep

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Credit…Hannah Beier for The New York Times

The cash-rich company that seeks to merge with former President Donald J. Trump’s social media company is facing a looming deadline and is asking shareholders to give it more time to complete the deal.

Digital World Acquisition Corporation, a so-called special purpose acquisition company, or SPAC, has given shareholders until Tuesday to decide whether to give it another year to complete the merger with Trump Media & Technology Group.

Digital World, which went public a year ago, had originally given itself until Sept. 8 to complete a merger with a company or return the hundreds of millions raised in its initial public offering to investors. Dual investigations by federal prosecutors and securities regulators into the deal have bogged down the merger and led to the delay.

The outcome of the shareholder vote is expected to be announced at a special meeting on Tuesday. If Digital World does not get at least 65 percent of shareholders to approve the extension, the company has the option of adjourning the meeting to allow it more time to gather additional “yes” votes.

If Digital World’s shareholders do not approve the one-year extension, the SPAC will be forced to liquidate and return to investors the roughly $300 million it raised last September. A liquidation would leave Trump Media and its upstart social media platform, Truth Social, searching for a new business partner.

Over the weekend, Mr. Trump, in a post on Truth Social, suggested that he’d be all right if the deal with Digital World failed: “I don’t need financing, ‘I’m really rich!’ Private company anyone???”

In the run-up to the special meeting, Digital World embarked on an aggressive campaign to get out the votes, with a special appeal to the many retail investors who bought shares after the I.P.O. to show support for the former president.

Patrick Orlando, chief executive officer of Digital World and the SPAC’s primary promoter, gave a number of interviews on various social media platforms — including Truth Social — urging the many retail investors to vote. In one appearance, a Christian musician began by invoking a prayer to bless Mr. Orlando in his quest to get the extension approved.

Mr. Orlando has posted often on Truth Social, sometimes wearing a “Truth” baseball cap, telling investors how to cast a vote for the extension. Mr. Orlando did not respond to requests for comment.

Trump Media started Truth Social as an alternative to Twitter after Twitter banned Mr. Trump in the wake of the Jan. 6, 2021, attack on the Capitol by thousands of his supporters.

Digital World can adjourn the meeting for a few days to gather the votes. But if the sponsors of the SPAC want to unilaterally extend the deadline by three months or more, they will have to deposit several million dollars into the special bank account that holds the money raised in the I.P.O., according to a regulatory filing.

Even with a one-year extension, many hurdles remain for any deal between Trump Media and Digital World.

The biggest is the ongoing investigations by the Securities and Exchange Commission and federal prosecutors into potentially improper communications between representatives of Digital World and Trump Media before Digital World’s I.PO., and the unusual trading in Digital World securities before the merger announcement last October.

Also, there is no guarantee the three dozen hedge funds that committed last year to provide $1 billion in financing if the deal closes will agree to a similar extension.

Without the cash infusion from Digital World, Trump Media may need to raise additional financing.

To date, Trump Media has raised about $37 million in financing from unnamed investors, including $15 million this year. But it is unclear how much money Trump Media has been spending to operate Truth Social since it started in February.

The social media site has grown slowly. Truth Social ranks 124th among apps downloaded by iPhone users, according to data tracking firm SensorTower.

Its future growth could be hampered by Google’s decision not to distribute Truth Social on its app store until Trump Media removes content that incites violence.

Digital World is trading around $25 a share, well off the $97 a share high-water mark in March.

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