The US SEC sues former DWAC CEO Patrick Orlando for allegedly misleading investors about his company’s plans for a SPAC merger with Trump’s social media company (Bloomberg)
The US Securities and Exchange Commission (SEC) has taken legal action against former Digital World Acquisition Corp (DWAC) CEO Patrick Orlando, alleging that he misled investors about the company’s plans for a merger with Trump Media & Technology Group (TMTG), a social media company founded by former President Donald Trump.
The SEC lawsuit, filed in federal court in Delaware, claims that Orlando and other DWAC executives made false and misleading statements about the company’s plans to merge with TMTG, which allegedly led to the false and misleading statements in the company’s proxy statement and other public filings.
According to the SEC, Orlando and other DWAC executives made false statements about the company’s plans to merge with TMTG, including statements about the potential financial benefits of the merger and the companies’ plans to file for listing on the Nasdaq stock exchange. The SEC alleges that these statements were made without a valid merger agreement in place and without a reasonable basis for believing that the merger would actually occur.
The SEC’s lawsuit also claims that Orlando and other DWAC executives made false statements about the companies’ plans to use the merger to raise capital for TMTG, including statements about the potential size of the investment and the companies’ plans to use the capital to fund Trump’s social media platform.
The SEC is seeking to permanently enjoin Orlando and the other defendants from violating the federal securities laws, as well as seeking financial penalties and other relief.
The lawsuit is the latest development in the ongoing saga surrounding DWAC’s proposed merger with TMTG. The merger was announced in October 2021, and was touted as a major coup for Trump’s social media venture, which was seeking to challenge the dominance of platforms like Twitter and Facebook.
However, the merger has faced numerous challenges, including opposition from some DWAC shareholders and concerns about the financial health of the company. In November, the SEC issued a subpoena to DWAC seeking information about the company’s plans for the merger, and the company subsequently delayed the merger vote.
The SEC’s lawsuit is the latest challenge for Orlando, who has faced criticism from investors and others over the proposed merger. In a statement, the SEC said that “the allegations in this action are based on the commission’s ongoing investigation into the merger and the company’s public disclosures about it.”
The lawsuit is a major blow to DWAC and may have significant implications for the company’s future. The merger was seen as a key component of Trump’s efforts to build a new media and technology empire, and the collapse of the deal could have significant consequences for Trump’s plans.
In a statement, Trump’s team said that the SEC’s lawsuit was “politically motivated” and that the allegations were “baseless.” The company’s attorney, Peter J. Daly, said that the company was “confident that the allegations will be proven false and the company will be vindicated.”
The lawsuit is the latest development in the ongoing battle between the SEC and Trump, who has been a vocal critic of the agency’s actions during his presidency. The lawsuit is likely to be closely watched by investors and regulators alike, and may have significant implications for the future of the SPAC industry.