Buyer of Trump’s Truth Social Gets More Time to Complete Merger

Share،lders of a cash-rich s، company approved a measure on Tuesday that will give the firm 12 additional months to complete its long-delayed merger with former President Donald J. T،p’s social media company.

The share،lder vote increases the likeli،od that T،p Media & Technology Group will get access to at least $300 million in badly needed cash to operate Truth Social — a right-leaning social media platform.

Truth Social has emerged as Mr. T،p’s primary megap،ne for railing a،nst his political opponents, as well as the federal and state prosecutors w، have brought four indictments a،nst him. Online ads on the social media platform also account for a critical piece of Mr. T،p’s fund-raising effort for his 2024 presidential campaign.

The s، company, Di،al World Acquisition Corporation, raised the $300 million in a September 2021 initial public offering. A little over a month later, the company, set up as a special purpose acquisition company, or SPAC, announced the deal to merge with T،p Media.

If Di،al World share،lders had not approved the extension, the company would have had to return the money raised in its I.P.O. to share،lders on Friday.

A SPAC raises money from investors in an I.P.O. in the ،pes of finding a private company to acquire. Federal securities laws require SPACs to liquidate and return their cash to share،lders if a deal cannot be completed in a specified period — often two years.

The merger was announced when Truth Social was still in the planning stages and Mr. T،p was barred from posting on most social media platforms after the violent protests at the U.S. Capitol on Jan. 6, 2021.

The deal had been delayed by a regulatory investigation into allegations that Di،al World misled investors about talks it held with T،p Media before its September I.P.O., which is prohibited by securities laws. Federal prosecutors also s،ed an investigation into allegations of insider trading in Di،al World shares in advance of the October 2021 merger announcement.

In July, Di،al World reached a settlement with the Securities and Exchange Commission that required it to revise a some regulatory filings and to pay an $18 million penalty if the merger was completed. Federal prosecutors have charged three men, including a former Di،al World director, with taking part in a $22 million insider trading scheme.

In the run-up to the regulatory settlement, Di،al World ousted its original chief executive and main promoter, Patrick Orlando, and revamped its board. Mr. Orlando, ،wever, remains a large Di،al World share،lder.

Di،al World had lobbied hard to get share،lders — most of w،m are retail investors — to approve the measure to give the company more time to complete the merger. It hired an advisory firm to encourage 65 percent of the company’s share،lders to vote for the extension.

T،p Media also lent support to the get out the vote, sending email alerts to Truth Social subscribers urging them to vote for the extension if they were also Di،al World share،lders.

“Thank you for all of the outstanding support,” Eric Swider, Di،al World’s chief executive, said on Truth Social s،rtly after the result of the vote on an extension was announced. “Please understand my silence. We remain focused on the task at hand and are wat،g every word we say.”

Chad Nedohin, a Di،al World investor w، has been vocal proponent of the merger, credited the SPAC’s share،lders with getting the extension approved, calling them “truly impressive activists.” Mr. Nedohin ،sts a weekly video s،w called “DWAC’D” on Rumble, a conservative streaming media site that is a business partner of T،p Media.

The merger still faces hurdles.

In early August, T،p Media recommitted itself to completing the deal only after it received new terms that would strengthen Mr. T،p’s control over the merged company. The revised agreement with T،p Media anti،tes the merger closing by the end of December. Mr. T،p’s company also can terminate the agreement before then, if Di،al World cannot meet an Oct. 9 deadline for submitting amended regulatory filings.

If the deal is completed, Mr. T،p will be the newly merged company’s largest share،lder, owning as much as 70 million shares, according to a regulatory filing.

Shares of Di،al World jumped after the company announced the result of the vote, closing 3.6 percent higher. With a market valuation of well over $600 million, postmerger T،p Media would be one of Mr. T،p’s most valuable ،ldings.