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How Trump Is Using a SPAC to Bankroll a New Social Media Company

After decades of bankruptcies, loan defaults, business disputes and commercial failures — not to mention a polarizing presidency that ended with a violent mob storming the Capitol — Donald J. Trump was shunned by much of corporate America.

Now, thanks to one of Wall Street’s hottest fads, the former president has managed to sidestep that tarnished reputation and gain access to hundreds of millions of dollars to launch a social media company.

Riding to his rescue: SPACs.

Special purpose acquisition companies are the reverse of initial public offerings. Sometimes called blank-check companies, SPACs go public first and raise money from investors with the goal of finding a private company to merge with. Those investors have no clue about what that merger partner will turn out to be.

Which led some of the prominent investors in a SPAC called Digital World Acquisition — including the hedge funds D.E. Shaw and Saba Capital — to the surprising realization that they were financially backing Mr. Trump’s latest company.

Mr. Trump’s new company, Trump Media and Technology Group — incorporated in Delaware in February with little fanfare, and with no revenue or tested business plan — reached a deal to merge with Digital World on Wednesday.

Digital World, which was set up shortly after Mr. Trump lost the 2020 election, last month raised nearly $300 million, largely from big investors. Assuming the merger is consummated, that money will soon be bankrolling the Trump media venture, which plans early next year to offer a Twitter-like social media app.

Shares of the newly merged company soared on Thursday, rising more than 300 percent to close at $45.50 a share and partly reflecting expectations that the former president’s media company could be very profitable.

SPACs have long had a dubious reputation because they give struggling or untested companies that would otherwise not find backers a pathway to the public markets. But in recent years, these lightly regulated entities have become all the rage because with interest rates remaining low, investors are eager for new places to put their money to work. In the past two years alone, such companies have raised $190 billion from investors.

But even by Wall Street’s frothy standards, the swiftness with which Digital World reached a deal with Mr. Trump — which many in the former president’s inner circle didn’t know about — was remarkable.

Most blank-check companies take about 17 months to find a target and complete a deal after going public. Digital World gave itself a year, but found its target within a month of going public.

“That is an extraordinary time period,” said Usha Rodrigues, who teaches corporate law at the University of Georgia School of Law and has written about SPACs. “It is far outside the norm.”

Digital World’s founder and chief executive is Patrick Orlando, who previously worked for Deutsche Bank and other Wall Street firms. More recently, Mr. Orlando, who is based in Miami and knew Mr. Trump before the deal, according to one of Mr. Orlando’s colleagues, has launched three other blank-check companies. While they have raised money from investors, not one has completed a deal. A plan to merge one of the SPACs, Yunhong International, with Giga Energy recently fell apart.

When Digital World went public on the Nasdaq stock exchange last month, it didn’t have the assistance of a brand-name investment bank. Instead, it turned to a small firm that until recently was called Kingswood Capital Markets.

This summer, Kingswood changed its name to E.F. Hutton, adopting one of Wall Street’s most storied brands, presumably in a bid to improve its marketing cachet. (The original E.F. Hutton was famous for the advertising slogan “When E.F. Hutton talks, people listen.”) Joseph Rallo, E.F. Hutton’s chief executive, didn’t respond to requests for comment.

With the help of bankers at the newly renamed E.F. Hutton, Mr. Orlando and Digital World lined up 11 hedge funds and other institutional investors to serve as so-called anchor investors. They agreed to buy substantial slugs of shares in Digital World’s public stock offering on Sept. 8.

As is standard in “blank check” deals, the investors in some cases ponied up as much as $30 million without much guidance as to how Digital World would spend their money, officials at several of the hedge funds said. All they knew was what Digital World said in its securities filing — that it was looking to invest in “middle-market emerging growth technology-focused companies.” It didn’t give any hint that it was hoping to merge with a social-media company or to work with the former president.

Vik Mittal, chief investment officer with Meteora Capital, one of the anchor investors, said the firm wasn’t aware of an imminent deal with Mr. Trump’s media company when it committed money to Mr. Orlando’s SPAC.

Mr. Orlando negotiated the deal with Mr. Trump, with whom he had a relationship. “I’m the C.E.O. of the SPAC, and the conversations were generally at the highest levels,” Mr. Orlando said in a brief interview on Thursday. He declined to comment on the details of the agreement or how it came together. “Everybody worked really hard, 24 hours a day,” he said.

Mr. Trump, for his part, kept much of his inner circle in the dark. His plans had not come up on his political team’s weekly calls, according to participants.

Trump Media and Technology Group, whose website lists Mr. Trump’s private club, Mar-a-Lago, as its mailing address, has grand ambitions. A slide presentation on the company’s website envisions it competing not only with Twitter and Facebook, but also against companies like Netflix, Disney and CNN. In the “long-term opportunity” category, the company lists Google and Amazon as potential rivals.

Mr. Trump’s yet-to-be-launched app is called Truth Social. Within hours of its announcement, hackers claimed to have created fake accounts on an unreleased test version in the name of Mr. Trump and others.

Some Republican groups immediately sought to use the announcement of the social media site for fund-raising purposes. The Republican National Committee, for instance, sent a “BREAKING NEWS” email on Thursday asking supporters if they would join the site.

The hedge funds that invested in Digital World appear to have profited at least on paper, given the stock’s steep rise on Thursday.

One of Digital World’s major investors was Saba Capital, a $3.5 billion hedge fund run by Boaz Weinstein. Mr. Weinstein said on Thursday that after learning of the Trump deal, his firm sold much of its stake in Digital World in the early morning, notching a small profit before the shares soared higher. Mr. Weinstein’s wife, Tali Farhadian Weinstein, recently ran unsuccessfully for Manhattan district attorney as a Democrat.

“Many investors are grappling with hard questions about how to incorporate their values into their work,” Mr. Weinstein said in a statement. “For us, this was not a close call.”

Lauren Hirsch, Jeremy W. Peters, Nicole Perlroth and Andrew Ross Sorkin contributed reporting.

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