Donald Trump’s latest business venture, Truth Social, is a brand-new social media platform that is going to be a publicly-traded company via a reverse merger with a SPAC. Consequently, it sits at the intersection between finance, law, and technology. When you combine Trump’s legendary financial acumen—he has only six bankruptcies on his record—with his uncanny eye for legal talent like Rudy Giuliani and tech wizards like Brad Parscale, what could possibly go wrong?
You would be surprised. After all, this is Trump’s second bite at the apple. His first “social media” venture debuted last June and was essentially a blog. It lasted a total of 29 days. In a fit of acute embarrassment, Trump finally demanded it be switched off, because it was getting fewer hits than Petfinder.
But Truth Social is supposed to be the real deal. Meant to rival not just Facebook and Twitter, but eventually Amazon and even Stripe. Seriously. Here’s a slide from Trump’s pitch deck:
When Trump announced that the company behind Truth Social, Trump Media and Technology Group (TMTS), was going to merge with Digital World Acquisition Corp, DWAC went from trading at $10 to a high of $175 in two days.
There’s a lot riding on Truth Social being a viable product and not vaporware. So how do you build a social network? It’s hard work!
Trump had a couple of choices. TMTS could have bought an existing social media company and rebranded it. (Anyone for TrumpSpace?) Or TMTS could have tried to develop a platform from scratch. But both of those would have cost money. So Trump went with a cheaper solution.
Open-source software is one of the great surprises of the internet age. These programs and platforms are developed and maintained by dedicated volunteers and some of them are good enough to rival products created by companies such as Microsoft or Google. In fact, much of the internet runs on open-source software. There’s a huge array of software available, everything from office software to web servers. Even large companies will often lean on open-source.
And to underscore the biggest selling point of open-source: It’s free. So it isn’t surprising that Trump’s new venture decided to build Truth Social on an open-source social media platform called Mastodon.
Open source software is designed to be easy to use. You can install it and use it right out of the box if you want—which is what most people do. You can also, however, start with the basic version of the software and recode parts of it to add your own bells and whistles, thereby creating a new version. This new version is called a “fork.” Which is, it appears, what Trump has done with Mastodon to create Truth Social.
So far so good. Except that now the Truth Social story gets slightly complicated—too complicated, apparently, for the folks at TMTS. Open-source software is free to use but that doesn’t mean that it’s in the public domain. It’s still subject to a software license and the user has to agree to the terms of that license before he can deploy it.
A lot of open-source software is made available under what is known as a “copyleft” license. The terms are simple: You are free to use the software for any purpose. However, you cannot claim ownership in the software. And if you fork it, you must put the new version of the software—including the parts you developed—in the public domain and make the source code freely available. Mastodon, the software Trump is using to create Truth Social, uses just such a license.
So TMTS can’t claim any ownership in Truth Social. And yet, that’s exactly what Truth Social does in its terms and conditions. To make matters worse, Truth Social—despite multiple requests—is refusing to publish its source code.
Both of these actions are direct violations of the Mastodon license. And the terms of the license specify that if TMTS fails to correct these problems within 30 days, it will automatically and permanently lose all rights to use the software.
Meaning that Truth Social would have no network, no code base, no product—nothing but a brand name, actually.
Again: Who could possibly have guessed?
This backstory came to light when Trump briefly launched a test site for Truth Social. Since the site was up and available to the public, that triggered the terms of the license. The Software Freedom Conservancy, the organization that develops and maintains Mastodon, has already sent TMTS a letter demanding that they release the source code for their fork and make it public domain. If TMTS refuses, they will go to court and, ex-president or not, if it really is based on Mastodon, then Truth Social will go back to the drawing board and have to start over from scratch. That may well include having to find another merger partner.
It’s entirely likely that Trump and his inner circle have already made money on this deal. Anyone who bought DWAC just after the merger announcement could have easily gotten an 800 percent return on their investment almost overnight. It’s also unclear who owns the majority of DWAC now, since about 750 million shares have changed hands over the last week, most of them several times.
But this is chump change. The deal between TMTS and DWAC values TMTS at $875 million—meaning that after the merger, Trump will own a lot of stock in the new publicly traded company. If things go well, Trump could earn an additional $825 million in stock for a total payout of $1.7 billion. Not to mention that TMTS will get its hands on the SPACs assets—$293 million in cash—once this proposed merger gets regulatory and shareholder approval.
The same folks who brought you Trump University and managed to confuse a landscaping company with a luxury hotel have now put all that at risk because they couldn’t be bothered to do the most elementary due diligence. Building a commercial open source software platform without bothering to check the licensing terms is sort of the equivalent of starting an airline, leasing a bunch of planes, and then being shocked to discover that you need licensed pilots to fly them.
Of course, TMTS may still salvage this mess somehow. And we don’t know what discussions Trump has had with DWAC. Perhaps both Trump and DWAC will be fine with Truth Social being a piece of public domain software. Perhaps DWAC’s shareholders think Trump’s popularity with the Republican base will be enough to carry the project à la GameStop and earn them a profit even without an actual product.
But I wouldn’t bet on it. Sooner or later, everything Trump touches, dies. And Truth Social is clearly no exception.