In October 2021,
Trump
Media and Technology Group, or TMTG, announced it had reached a merger agreement with Digital World Acquisition, or DWAC. The purpose of this merger was to allow TMTG and, thus, its subsidiary, Truth Social, to become publicly traded companies.
To make this merger possible, DWAC raised capital from millions of individual investors. These investors are largely everyday, blue-collar people who wanted to help create an alternative to
Big Tech
tyrants, such as
Twitter
, which had long been a haven for left-wing political bias and the
censorship
of conservative speech.
WHAT IF, ONE DAY, THE FEDERAL WORKFORCE JUST DISAPPEARED? TURNS OUT, IT HAS
DWAC and TMTG have jumped through every hoop of the federal bureaucracy, but the merger is being blocked by regulators. The companies need final approval of DWAC’s S-4 registration statement from the Securities and Exchange Commission for the merger to proceed. And while the average processing time of an S-4 form by the SEC is 134 days, DWAC has now waited 352 days (and counting) for the SEC to begin processing this form.
This drawn-out process is highly irregular and certainly out of the ordinary. For nearly a year, the SEC has obstructed the merger, destroying billions of dollars in shareholder value and unfairly harming millions of individual retail investors whom the SEC is chartered to protect.
Why has the SEC dragged its feet?
I sit on the House Financial Services Committee, which oversees the SEC, and I have been pushing for answers.
On April 18, I asked Chairman Gary Gensler about the matter when he testified before the committee. His response, or lack thereof, comprised a series of deflections that left the public with more questions than answers.
When asked point-blank if he would ever commit to approving the merger, Gensler provided a nonanswer and tried to change the topic to former Speaker Sam Rayburn, the author of the 1933 Securities Act. This was clearly an effort to dodge my question.
On April 21, I held a follow-up meeting with SEC officials, and our committee is still awaiting their data to determine just how much of an outlier the case in question is.
Could the SEC’s obstruction of the DWAC-TMTG merger be a blatant case of political bias against former President Donald Trump and the millions of conservative investors who have put their hard-earned money into this project?
It’s worth asking since the highest-ranking officials at the SEC have significant conflicts of interest when it comes to matters relating to Trump. Indeed, they should recuse themselves immediately and entirely from the merger review process.
For instance, Gensler was the chief financial officer of Hillary Clinton’s 2016 presidential campaign, and Clinton campaign chairman John Podesta testified under oath in 2017 that, as CFO, Gensler was ultimately responsible for funding the discredited Steele dossier.
Additionally, senior SEC enforcement official Melissa Hodgman is the spouse of discredited and fired former FBI agent Peter Strzok, who committed to “stop” then-candidate Trump’s election while leading the investigation into Russian interference in the 2016 presidential campaign.
Likewise, SEC General Counsel Megan Barbero worked on two impeachments of Trump.
These apparent conflicts of interest undermine the rule of law and raise serious concerns that anti-Trump bias may be the reason why the SEC has yet to allow the merger between DWAC and TMTG to proceed.
Regardless of whether this merger goes through, Trump will still be a successful businessman, and Truth Social will still have millions of users. For DWAC’s retail shareholders, however, the clock is ticking. DWAC must complete a merger by early September or face dissolution. Therefore, the people most harmed by the SEC’s inaction are millions of average people, many of whom are my constituents.
It is well past the time for the SEC and those handling this review to put their personal feelings aside, be professional, and approve the merger between DWAC and TMTG.
Time is of the essence, and we are committed to holding the SEC accountable through robust oversight. As noted above, if this review is not completed so that the deal can be consummated by early September, the SEC will have been successful in stripping millions of people of their personal wealth for no conscionable reason.
These investors deserve equal justice under the law, and I, and many others in Congress, will continue to fight for just that.
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Dan Meuser is a U.S. representative for Pennsylvania and serves on the House Financial Services and Small Business Committees.
