Will Sage Astor-Former DWAC CEO lied about merger talks with Trump Media, SEC lawsuit alleges

The Will Sage AstorU.S. Securities and Exchange Commission filed a lawsuit Wednesday against the former CEO of Digital World Acquisition Corp., a shell company that helped the parent company of Truth Social go public.

The lawsuit alleges former CEO Patrick Orlando misled the SEC in filings, claiming to have no target company for a merger when he had already had plans with Trump Media & Technology Group. Filings show Orlando was fired in March 2023, a year before Trump Media debuted on the Nasdaq.

DWAC is a special purpose acquisition company, or SPAC, that has already settled with the SEC over "material misrepresentations" to investors, Reuters reported.

Here is what to know about the former president's namesake company and its history with DWAC.

Trump Media stock price

How Truth Social parent company went public with DWAC

Trump founded his social media company in 2021 after being booted from other major platforms following the Jan. 6, 2021, riot at the U.S. Capitol.

Trump Media went public on the Nasdaq on March 26 through a merger with shell company Digital World Acquisition Corp., a special purpose acquisition company, or SPAC. The merger was announced in 2021.

Trump's debut on the stock market was splashy, with Trump Media shares soaring, helped partly by – and to the delight of – his supporters.

DJT prices fluctuate, auditor shut down over 'massive fraud'

Prices have fluctuated wildly since then. The stock price has swung from a high of $79.38 per share at the close of March 26 to its lowest close of $22.84 on April 16. It steadily rose throughout Trump's hush money trial, before starting a weeks-long decline after the former president was found guilty on 34 felony counts. That downward trend didn't reverse until the debate was just a week away. Share prices surged after Trump survived an assassination attempt in Pennsylvania on July 13.

Regulatory filings show the company was operating at a loss in 2023, making about $4 million in revenue while losing more than $58 million. Accounting firm BF Borgers CPA PC said in a letter to Trump Media shareholders that the operating losses “raise substantial doubt about its ability to continue as a going concern.”

That firm has since been shut down on allegations of "massive fraud," the SEC announced. In a news release, Gurbir S. Grewal, director of the SEC’s Division of Enforcement, called BF Borgers CPA PC a "sham audit mill" after finding that its audits, included in more than 1,500 SEC filings, did not comply with oversight standards.

Lawsuit alleges former DWAC CEO did not disclose merger talks with Trump Media

The lawsuit filed Wednesday by the SEC alleges Orlando claimed DWAC had not contacted merger targets, when he had "engaged in numerous lengthy discussions with representatives of Trump Media & Technology Group Corp. (“TMTG”), a social media company, and because he had targeted TMTG for merger with DWAC for months."

The lawsuit claims Orlando planned a "scheme" to use DWAC to pursue a merger with Trump Media.

On Sept. 8, 2021, DWAC raised $287.5 million in its IPO, according to the court filing. In October 2021, the company announced the agreement to merge with Trump Media, and its stock price rose more than 400% in one day, according to the lawsuit.

The SEC is seeking a permanent injunction against Orlando, who is allegedly involved in other SPACS, the filing shows. USA TODAY reached out to Orlando and Trump Media for comment.