Monday, November 1, 2021

"Follow the TRUTH?" Uhhh...

Maybe you might want to Follow the DISCLAIMER.
 
 
Trump's TMTG people put out a colorful, dutifully artsy 22-slide Pitch Deck for the incipient SPAC merger and IPO with the dubious $DAWC.

 
Yeah, blah, blah, blah...
 
 
Above: The short-term competition incumbency as Trump sees it (slide 7). Their combined market cap is north of $1.5 trillion. Trump's piddley-assed startup value will be a rounding error by comparison. Loose change pocket lint.
 
Slide 22 is the only one you need to examine carefully.
Disclaimer

Confldentlality and Disclosures
This presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in The Company and 1s not intended to form the basis of any investment decision in The Company. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary and must make your own investment decision and perform your own independent investigation and analysis of an investment in The Company and the transactions contemplated in this presentation. This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Data
The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. The Company and TMTG assume no obligation to update the information in this presentation.

Use of Non-GAAP Financial Metrics
This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted Gross Profit. Contribution profit, AdJusted EBITDA and Adjusted Net Income. TMTG defines Adjusted Gross Margin as GAAP Gross Profit less Net Impairment. Contribution Profit is defined as GAAP Gross Profit less selling and holding costs associated with the sale of a home. Adjusted EBITDA is defined as net income (loss), adjusted for interest expense, interest income, income: taxes, depreciation and amortization, and AdJusted Net Income is defined as GAAP Net Income less Stock Based Compensation. Warrant Expense, Net Impairment. Intangible Amortization Expense, Restructuring costs and Other. These non-GAAP measures are an addition, and not a substitute for or superior to measures of financial performance prepared In accordance with GAAP and should not be considered as an alternative to net Income, operating income or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this presentation. TMTG believes that these non-GAAP measures of financial results (Including on a forward-looking basis) provide useful supplemental information to investors about TMTG, TMTG's management uses forward looking non-GAAP measures to evaluate TMTG's projected financial and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore TMTG's non·GAAP measures may not be directly comparable to similarly titled measures of other companies,

Personnel Disclosure
All personnel listed in the deck may change from time to time, subject to no notice. Please do not rely on any personnel listed in the deck. Some personnel may or may not be in a consulting phase subject to a contractual employment agreement, there is no guarantee whatsoever that such employment agreement will be finalized. Companies are cautioned not to rely on listed personnel, nor does TMTG give any assurances regarding listed personnel.
Channeling my inner John MacEnroe: "You Cannot Be Serious!"
 
BUT WAIT! THERE'S MORE!
 
Down in the TRUTH End-User ToS (Terms of Service) is "non-disparagement" language reserving TMTG's unfettered "at will" right to terminate subscribers for any reason—or "no reason."
14: TERM AND TERMINATION
These Terms of Service shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN EMAIL AND/OR IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, your email address or the name of any third party, even if you may be acting on behalf of the third party.

In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
LOL. There are currently 27 fine print Sections in the ToS.

Their "privacy" and "data collection / usage" policies are equally dense and self-servingly one-sided. Anyone who signs up for this stuff deserves all of the adversity they are setting themselves up for.

This appears to be yet another classic Trump grift.
 
ACCORDING TO FORBES
A representative of the special purpose acquisition company, or SPAC, merging with Trump’s business declined to comment on anything related to the business: “Unfortunately, at this time, we are not accepting press questions for interviews.”

There have been some hints at Trump’s role. A company press release describes him as the “chairman.” The merger agreement calls him the “company principal.” A different document refers to a “majority stockholder,” without saying who it is. A slide deck released last week really only features one person, Donald Trump, but it comes with a strange “personnel disclosure” on the final page. “Please do not rely on any personnel listed in the deck,” the fine print says. “Some personnel may or may not be in a consulting phase subject to a contractual employment agreement; there is no guarantee whatsoever that such employment agreement will be finalized. Companies are cautioned not to rely on listed personnel, nor does [the Trump Media and Technology Group] give any assurances regarding listed personnel.”

Helming a public company could be challenging for the former president, given all the rules that come with it. Trump previously led such a business, Trump Hotels and Casino Resorts. Shareholders sued after he used the publicly traded company to buy a casino he personally owned at a suspiciously high valuation. Trump fought the allegations for a half decade, then settled around 2002 without admitting wrongdoing. As part of the settlement, he agreed to a new set of rules on corporate governance, including one that required a special committee to approve deals involving Trump’s other businesses.

“If Trump is really an officer or director of this company, as opposed to a licensor of his name or something like that, I expect he will be on the wrong end of a securities-fraud suit before long,” says Michael Klausner, a business and law professor at Stanford. “I can’t imagine him being any more truthful about his business than he is about anything else. Especially when it comes to size—the company, his following on the platform, crowds or other size-related facts—he just makes it up.”
ACCORING TO MARKETPLACE
 
No insight into a business plan and no mention of a single dollar figure

The meme-stock and SPAC phenomenon has gone to the extreme as Digital World Acquisition Corp., a special-purpose acquisition company, or SPAC, announced plans to merge with Trump Media & Technology Group (TMTG).

Digital World Acquisition Corp. DWAC, -6.44% and TMTG have no revenue, no cash flows, no profits or even a clear business plan, and DWAC’s stock is up nearly 10-fold in less than a week.

Investors need to remain cautious and not get caught up in the trading fervor.

DWAC is a vehicle for TMTG to raise capital and has become a meme-stock target for speculators looking to prop up and cash in on Donald Trump’s social media power. TMTG will have close to $300 million in capital once the SPAC merger closes and no realistic plans on how it will operate a business. Given the stock price’s meteoric rise and lack of fundamentals and clear plans behind the business, putting capital into DWAC now is closer to gambling than investing…
"Gambling?" Can you say "multiple casino bankruptcies?" Ring any bells?
 
Grifter gonna grift. Ya dance wit' da one what brung ya.
 
to wit:
 
Trump Baja Ocean Resort. Trump merely licensed his name/brand for a fee and served as the pitchman. He was not the developer, not "the builder," and had no investment stake in the (ultimately bankrupt) project. That's not how he and daughter Ivanka portrayed themselves.
[Donald Trump on camera @ 1:54] “I‘m very, very proud of the fact that, when I build, I have investors that [sic] follow me all over. They invest in me, they invest in what I build. And that’s why I’m so excited about Trump Ocean Resort. It’s going to be very, very special."
 
CODA
 
 
"The Apprentice" and "Miss Universe." Yeah, a real Mega-Mogul. Send your checks today.
 
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