Lawsuits and Shareholder Disputes Plague DWAC's Merger with Trump Media
ICARO Media Group
In a recent filing with the Securities and Exchange Commission (SEC), Digital World Acquisition Corp. (DWAC) disclosed new lawsuits and shareholder disputes that are threatening to block its planned merger with Trump Media and Technology Group (TMTG), former President Donald Trump's social media company.
The special-purpose acquisition corporation (SPAC) revealed that it has been hit with several lawsuits seeking to halt the merger. Among these legal challenges is a lawsuit filed by former DWAC chairman and chief executive, Patrick Orlando, who demands a larger number of shares than DWAC is currently proposing. Orlando's ARC investment vehicle argues that it should receive 1.78 class A shares for each class B share owned, while DWAC maintains the ratio at 1.34. The difference between the two ratios amounts to more than 2.5 million shares, according to DWAC's regulatory filing.
Additionally, DWAC has updated investors on the ongoing conflict with United Atlantic Ventures (UAV), the investment company founded by Andy Litinsky and Wes Moss, both notable contestants on Trump's reality TV show, "The Apprentice." UAV has threatened to block the merger and has recently filed a lawsuit accusing Trump of attempting to dilute the value of TMTG shares held by Litinsky and Moss, potentially causing them millions of dollars in profit. UAV claims that TMTG's proposed increase in authorized shares from 120 million to 1 billion would dilute their current 8.6% stake in the company to less than 1%.
Furthermore, UAV asserts that a previous agreement with Trump from 2021 grants them the right to appoint two directors to the DWAC board. These letters, sent to DWAC by UAV, further complicate the already contentious merger process.
DWAC had initially set March 8 as the deadline for completing the merger, but the board has extended it to June 8. This extension marks the third of the four allowable three-month extensions. The company is expected to face substantial legal costs and business disruptions due to the mounting lawsuits and shareholder disputes.
Despite the obstacles and uncertainties surrounding the merger, DWAC shareholders are scheduled to vote on the proposed deal in March. If the merger goes through, Trump's stake in TMTG could be worth over $3 billion. However, this potential windfall comes at a time when Trump faces significant financial obligations, with more than $500 million in civil judgments against him in New York.
DWAC's stock experienced a 5.6% decline on Friday following the filing, although it has seen a remarkable 123% increase in value year-to-date. This performance far surpasses the 7% gain of the S&P 500 index.
As the legal battles intensify, DWAC's ability to successfully complete the merger and establish a strong foothold in the digital world remains uncertain. Both DWAC and TMTG must navigate through the legal challenges while striving to protect shareholder interests and move forward with their ambitious merger plans.