Digital World (DWAC) Reveals PIPE Investors, Other Details in Latest S-1
by Nicholas Alan Clayton on 2022-05-27 at 12:01pm

Digital World’s (NASDAQ:DWAC) filed a new S-1 today, providing highly anticipated information into the investors of its $1 billion PIPE.

A total of 48 investors have subscribed to this PIPE, with ownership post-conversion of the Preferred Stock between 11,350,000 shares and 50,000 shares. This largest purchase comes from Truth SPC, an entity that would appear to have something to do with Truth Social, but is currently registered to a Kentucky PO box and represented for voting purposes by a certain Nathan Smith.

Same for Red Rowan Investments, which will own 10,000,000 shares post-conversion, but whose entity was registered on December 14, 2021, eight days after the PIPE was announced.

Overall, the majority of PIPE investors are, as has long been speculated, hedge funds, but some venture capital has also taken part. Alta Partners, a venture firm that primarily invests in healthcare is set to own 3,500,000 shares post-conversion.

To refresh, according to Digital World’s original 8-K, the PIPE shares are to be registered no later than the closing date of the combination. Meaning, the SPAC intends to register the shares ahead of time during the proxy review period so they are freely tradable immediately at closing.

Typically, PIPE shares are filed to be registered after the deal has closed effectively creating a “lock-up period” for PIPE investors while the shares go through the registration process.  However, considering that there is also no stated lock-up on PIPE investors and those shares will already be registered, this could result in a large amount of selling pressure on the stock.

Other details in this S-1 also stand out. The risk factors sections of these documents can sometimes present fairly vivid downside scenarios because the legal teams want to be thorough in eliminating potential litigation risk. Still, some stated risk factors can be revelatory, some of which we have highlighted before. Another risk of note is enumerated as: “The members of TMTG’s management team have extensive experience leading complex organizations. However, they have limited experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that specifically govern public companies.”

In other words, “just so you know, we may not be great at this public company stuff”?

PIPE Investors below:

 

Digital World (DWAC) Reveals PIPE Investors, Other Details in Latest S-1
Recent Posts
by Nicholas Alan Clayton on 2025-08-01 at 10:41am

Evolution Global (NASDAQ:EVOXU) has filed for a $150 million SPAC to hunt for a domestic critical materials target just as the trade war heats up again. With this final S-1 filing of July, underwriter Cohen & Company put a pin in the new SPAC generation for the month. This brought July’s new SPAC filings to...

by Henrique Santa Rosa, CFA on 2025-08-01 at 9:07am

In July 2025, the SPAC market continued to show signs of resilience, even as shareholder activity moderated slightly from the previous month. Extension votes remained steady, with most proposals approved and many SPACs still early in their extension cycles. Although only one business combination received shareholder approval, four deals were ultimately completed during the month,...

by Nicholas Alan Clayton on 2025-08-01 at 8:22am

At the SPAC of Dawn Just when the market thought it might have had a handle on this year’s sources of uncertainty, tariffs have once again returned to complicate the picture. The “reciprocal” tariffs announced and then postponed by the Trump administration are set to snap back in to force on August 7. For some...

by Nicholas Alan Clayton on 2025-07-31 at 8:42pm

HCM III Acquisition Corp. (NASDAQ:HCMAU) announced the pricing of its $220 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “HCMAU”, Friday, August 1, 2025. The new SPAC intends to focus on identifying businesses which provide disruptive technology or innovations within the financial services industry. HCM III is led...

by Nicholas Alan Clayton on 2025-07-31 at 2:55pm

Melar I (NASDAQ:MACI) has entered into a definitive agreement to combine with Italian e-commerce firm Everli at a pro forma enterprise value of $247 million. Everli delivers groceries to consumers via in-store shoppers at a wide range of retailers in the Italian market. The combined company is expected to trade on the Nasdaq under the...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved