THE SEC IS MIA: DJT IPO IS UNLAWFUL UNDER SEC 10(B)5 & SERIOUS NAT’L SECURITY THREAT!
“Trump Media, according to S3 Partners, a financial data company, is now the most shorted company to merge with a SPAC in the United States….” https://www.nytimes.com/2024/03/26/business/trump-media-stock.html
In 1968 I was licensed as an SEC Series 1. As the SEC Series 39 owner of an NASD member firm broker dealer, I was appointed by the SEC to its Board of Broker Dealers to submit all proposed changes to for comment as function of having authored Invest for Success, How to Avoid Getting Ripped Off by Real Estate Partnerships, The Stock Market & Diversification ~ The Predictability of Substance Theory , published in 1990, endorsed by Larry Haden, CFP, President of the International Board of Standards and Practices for CFPs, Inc:: “…If investors heeded this no nonsense approach to investing unethical schemes would disappear.” My last book, How We Got Swindled by Wall Street Godfathers, Greed & Financial Darwinism www.howwegotswindled.com was nominated for a Pulitzer in 2011.
Special purpose acquisition companies (SPACs) are publicly traded corporations with a two-year life span formed with the sole purpose of effecting a merger, or “combination,” with a privately held business to enable it to go public.
Why would a “blank check” shell corporation with cash want to acquire a company and appoint Trump, who lost $49 million with Truth Social, as Chairman of the acquisition – recently convicted of rape and fraud, and currently under prosecution for 91 criminal counts – in DC Fed District Court for the J6 attempted coup to overthrow the U.S. Gov; in Fla. Fed District Court for the substance of Espionage, and Cobb County Court for attempting to overturn the Presidential Election; and all 91 counts are underscored by USC., Art. III, Sec. Treason. This is the IPO SPAC Chairman:
https://www.theguardian.com › us-news › feb › trump-…
Feb 23, 2022 — Former president says Russian leader made ‘very savvy’ decision to recognise two territories of eastern Ukraine as independent
Mar 19, 2024 — Donald Trump, still no more than a candidate for the US presidency, may soon hand his friend, Vladimir Putin, victory over Ukraine.
Why would DWAC, a shell corp, merge with an entity whose sole purpose/mission is to provide a platform for Trumps rants against Democracy, Truth, U.S. President Biden, Courts, Judges and anyone who thwarts Chairman Putin’s Puppet? Think Chinese TikTok – currently under attack in Congress for disinformation dangerous to U.S. National Security! https://swalwell.house.gov/issues/russia-trump-his-administration-s-ties
The secret to changing Trump’s mind https://popular.info/p/the-secret-to-changing-trumps-mind JUDD LEGUM
- “On August 6, 2020, then-President Donald Trump issued an executive order “addressing the threat posed by TikTok,” the popular social network run by ByteDance, a Chinese company…
- According to Trump’s executive order, TikTok “automatically captures vast swaths of information from its users,” which allows “the Chinese Communist Party access to Americans’ personal and proprietary information — potentially allowing China to track the locations of Federal employees and contractors, build dossiers of personal information for blackmail, and conduct corporate espionage.” According to Trump, TikTok “may also be used for disinformation campaigns that benefit the Chinese Communist Party.” As a result, Trump concluded, “the United States must take aggressive action against the owners of TikTok to protect our national security.”…
- So what is going on? Follow the money. Trump woos potential financial savior – Trump is facing a personal and political financial crisis.
- Trump’s vaunted small-dollar donor base — supporters who donate $200 or less — appear to be getting tapped out…
- This has forced Trump to directly appeal to wealthy right-wing donors. One name who is likely at the top of the list: investor Jeff Yass. …
SPACS that fuel innovation and growth make financial sense versus the ulterior political motives of Digital World Acquisition Corp. (DWAC) present as funding: legal bills, campaign funds and a platform to rant against all critics, opponents, truth, and disseminate disinformation against Democracy by a sociopath recently convicted of rape and fraud under prosecution for 91 counts, in DC Fed Court, Fla District Fed Court, and Cobb County Court for crimes all underscored by USC., Art. III, Sec. Treason.
DWAC’s recently removed, principal Patrick Orlando, is also the chief executive officer of Yunhong International, a SPAC incorporated in the Cayman Islands, whose offices are in Wuhan, China. Tik Tok is a Chinese disinformation platform against Democracy. Currently Congress is considering how to ban the social platform for disinformation, because Chinese and Russian disinformation against Democracy is a grave and serious risk to National Security. On the face it, Chairman Trump in the Oval could be counted on to not ban TicTok, although in the past he was against TicTok:
- Trump is bleeding cash, and having problems raising it from tapped out small MAGA donors. This has forced Trump to directly appeal to wealthy right-wing donors. One name who is likely at the top of the list: investor Jeff Yass.
- In 2024, Yass has emerged as “the biggest donor so far to outside spending groups in the 2024 election cycle, donating more than $46 million to conservative causes and PACs.” Yass has a net worth in excess of $28 billion. In other words, he is the kind of person who could solve Trump’s financial issues in one fell swoop.
- The vast majority of Yass’ wealth is derived from his ownership stake in ByteDance, the parent company of TikTok. Yass personally owns about 7% of the company, a stake valued at about $21 billion. Yass’ investment firm, Susquehanna International Group purchased a 15% stake in the company in 2012. And, according to the New York Post, Yass has been personally lobbying Republican members of Congress to defeat legislation that would require ByteDance to divest its American operations
It is self-evident Trump would enable Chinese and Russian actors to continue to propagandize against U.S. Democracy. Therefore, the issuance of DWAC/Trump SPAC IPO must be regarded as a serious National Security risk! Trump has been described by past CIA & National Security Agency heads as a grave risk to National Security. Congress is considering a bill to prevent Trump, from receiving National Security briefing customarily given to Presidential candidate since Eisenhower. But as far as professional savvy investors are concerned, it presents as the short of a lifetime.
This bears repeating: The only mission of Trump’s Media & Technology Group [TMTG} is, and has been, to propagandize disinformation, foment the election lie to keep the MAGA base “standing bye” and provide a platform for Trump sociopathic rants. In 2023 TMTG had revenue of approximately $3M, from ads, but lost over $49M. The SEC and Nasdaq did not blink at issuing Trump’s SPAC IPO – who as the 60% shareholder, now serves as Chairman. Hence?? – the SEC approved the IPO of a Chairman recently convicted of rape and fraud with about $500 million in fines & compounding interest, under prosecution for 91 criminal counts, in DC Fed Court, Fla District Fed Court, and Cobb County Court for crimes all underscored by USC., Art. III, Sec 3, Treason. Do “bad actor disqualifications” under Nasdaq Rule 506(c) of Regulation D not apply to the worst bad actor in the history of America?
Reuters: Digital World has faced several challenges since its October 2021 deal with TMTG. It has been the target of investigations by the U.S. Department of Justice and the Securities and Exchange Commission, ousted its chief executive, and shook up its board.
In February 2022, Reuters reported that the connection between Shanghai-based ARC Capital and Digital World was more extensive than thought, with ARC having offered money to get the SPAC off the ground. 2/8/ Reuters: DWAC had disclosed last month it was raising $50 million in convertible notes after cancelling a $1 billion private-investment-in-public-equity (PIPE) transaction. DWAC is a blank check company- a publicly-traded, developmental stage company that has no established business plan. It may be used to gather funds as a startup or, more likely, it has the intent to merge or acquire another business entity. Blank check companies are speculative in nature and are bound by Securities and Exchange Commission Rule 419 to protect investors. Havard Business Review. “SPACs: What You Need to Know
This bears repeating: while Congress may decide to ban Tic Tock in the US to protect our National Security, there clearly is a transparent ulterior motive behind the SPAC’s funding the IPO. The underlying question–: would a Russian Asset, as the Chairman of TMTG care about a conflict? The Chairman’s past and current fraud conviction is prologue. Has the origin of the cash been, considering the Chairman’s past that is self-evident prologue, been taken into consideration by Nasdaq or by the SEC? Considering the Chaiman, DJT, has been termed “dangerous to US National Security, and under prosecution for jeopardizing US National Security with the theft of and obstructing the return of nuclear top secret docs and contingent war plans, etc., as well as for fomenting, staging and leading the J6 attempted coup to overthrow the US Government? Does this not define a “bad actor disqualification?”
03-25-24 FINANCING THE FUTURE
With Trump’s media company expected to debut on the Nasdaq soon, investor interest is rising, but SPAC listings don’t have a great track record.
The Omission of Significant constitutes an unlawful lack of disclosure! Read the offering memorandum, which on its face, provides totally inaccurate disclosure which should not have allowed the SEC – Nasdaq to have issued the IPO! Where are questions from the Free Press regarding a self-evident fraudulent IPO – with no business purpose; where is the Fourth Estate’s concern for defending National Security.
SEC MISSION STATEMENT: The federal securities laws empower the Securities and Exchange Commission (SEC) with broad authority over all aspects of the securities industry. The SEC’s mission is to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation.
The SEC has not protected small unwitting investors by allowing the Nasdaq to list an IPO with a $49 Million loss, devoid of reasonably objective assumptions to even be able to project future positive revenue, but a prudent person with an ethical financial background would conclude the SPAC target will continue to fail as an operating company based on the fact of its total lack of substance whose Chairman has an empirical past history of fraud. So it the IPO presents as a stalking horse to fund Trump’s profound chasm of criminal prosecutions?
FACTS:
In securities law, just like tax law, FORM CONTROLLS SUBSTANCE. From 5 decades of personal experience in analyzing prospectus’ for deal killers, misrepresentations, inaccurate comparisons, fallacious assumptions behind projections designed to do the deal, but not make it work, and seeing through form to the substance of Security Regs, tax laws and financial contrivances to produce fees for the issuers, but not returns for investors — if I was a regulatory officer with Nasdaq this IPO would have been tossed. And if I was with the SEC would immediately stop trading and require selling groups, also obligated to not only due diligence, but use – return funds to small investors, and censored all selling groups for their lack of appropriate due diligence. Small investor legal actions to be made whole in the wake of a fraudulent IPO to fund Trump will produce what? Are the selling groups aware of the “know your customer rule” or the rule protecting “unsuitable investors” – as pro investors with large positions view this as nothing but the greatest short of their lifetime. All market makers have significant liability! Who is running up the price for the coming of the great short?
Excerpt from How We Got Swindled, Chapter 8:
Section 10(b) of the 1934 Securities Exchange Act makes it “unlawful
for any person…to use or employ, in connection with the purchase of sale of any security.., any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the SEC may prescribe.” 15 U.S. C. sec.78j. Rule 10b-5, which implements this provision, forbids the use, “in connection with the purchase or sale of any security, “of any device, scheme, or artifice to defraud” or any other “act, practice, or course of business” that “operates…as a fraud or deceit.” 17 CFR sec. 240. 10b-5 (2000) One of Congress’ primary objectives in passing the act was “to insure honest securities markets and thereby promote investor confidence” after the market crash of 1929. United States v. O’Hagan, 521 U.S. C. 642, 658 (1997)
The following shows inadequate disclosure/Omission of Significant Information by the IPO:
“TMTG’s success depends in part on the popularity of our brand and the reputation and popularity of its Chairman, President Trump. The value of TMTG’s brand may diminish if the popularity of President Trump were to suffer,” the filing reads. “Adverse reactions to publicity relating to President Trump, or the loss of his services, could adversely affect TMTG’s revenues, results of operations and its ability to maintain or generate a consumer base. President Trump is involved in numerous lawsuits and other matters that could damage his reputation, cause him to be distracted from the business or could force him to resign from TMTG’s board of directors.” There is a lockout which stops shareholder liquidations for 6 months, however it is subject to being waived by the board,
DJT is the Chairman of board member criminals: General Flynn, Don Jr (convicted of financial fraud) & Banon]. When Trump sells, will insiders know a day before to short? Of course the Nasdaq could stop trading and suspend trading – shutting the back door out to liquidity.
The omission of the following particularly germane significant information, not only constitutes fraud, but does not protect unsuitable naive small investors, who did not take a strong position for the best short of a lifetime. “Citizen” Chairman Trump has been convicted of rape and financial fraud, “other matters” refers to: about $500 million in fines with interest compounding daily, under prosecution for 91 criminal counts, in DC Fed Court, Fla District Fed Court, and Cobb County Court for crimes all underscored by USC., Art. III, Sec. Treason. The Chairman’s past is also a prologue of lies, cheating, failed businesses, who was impeached by the House and 57 Senators voted to impeach for fomenting, staging and leading the J6, insurgency to overturn the Presidential Election, which was an attempted Coup to overthrow the U.S. government.
Without this aforementioned disclosure – on its face the lack of disclosure is a self-evident fraudulent omission of significant information. The DOJ must step up to the line to protect small, unsuitable investors – AND U.S. National Security! On its face, notwithstanding Jeff Yass, it’s prudent to conclude Chinese and Russian actors also would provide funds to support Truth Social, known as a social media platform for disinformation against U.S. Democracy – which is empirically self-evident. TMTG is a serious National Security threat:
