Former President Donald Trump’s potential $4 billion windfall from a blank-check merger involving the company that runs his social media platform could be derailed by a flurry of legal disputes with his co-founders.
Three lawsuits filed this week over the deal’s share allocation threaten to at least postpone the already long-delayed plan to have Digital World Acquisition Corp. acquire Trump Media & Technology Group, the vehicle for Trump’s Truth Social platform. The proposed special purpose acquisition company deal is set for a shareholder vote on March 22.
At least one of the suits is requesting that a judge block the deal until the issues are resolved, and Digital World said other claimants had also suggested they might make a similar request. If such an order is granted, the legal back and forth could drag on for weeks or even months.
Digital World’s stock has soared this year, making Trump’s stake worth billions, at least on paper. It’s a possible financial lifeline for the former president, who is facing massive penalties from two legal cases. Earlier this week, he revealed that he may not have the resources on hand to post an appeal bond to cover the $454 million New York asset-fraud verdict issued against him. Writer E. Jean Carroll is also demanding he pay an $83 million defamation award.
In one of the SPAC suits, Trump Media co-founders Andy Litinsky and Wes Moss, both former contestants on The Apprentice, suggested that the huge amount Trump owes in legal judgments makes the merger a possibly “existential” liquidity event for him and might be motivating a “last-minute stock grab” at their expense.
Digital World was trading at just over $40 a share on Friday morning, down slightly for the second day in a row. At that price, Trump’s stake is worth around $3.2 billion. He could get another $1.3 billion if the shares meet certain performance targets.
Two of the suits are between Digital World and sponsor ARC Global Investments LLC. Digital World sued first, asking a Florida court on Tuesday to declare that the founders’ shares held by ARC should be converted to common shares at a ratio of 1.34 to one. ARC itself sued in Delaware Chancery Court on Thursday, asking for the conversion ratio to be set at 1.78. It asked that the Digital World merger be blocked until the ratio and other “misstatements” were fixed.
Increasing the conversion ratio would dilute Trump’s stake, though not by a huge amount. In its Feb. 14 Securities and Exchange Commission registration statement, Digital World said ARC would have around 7.4 million converted shares using a 1.34 ratio. Applying a 1.78 ratio to the figure stated in filing would increase the number of ARC’s converted shares to roughly 9.8 million.
By comparison, Trump has nearly 79 million shares.
While Litinsky and Moss’ suit in Delaware was filed under seal Wednesday, an accompanying request for the judge to expedite the case outlines their claims. They said Trump had empowered himself to issue up to a billion additional shares in Trump Media ahead of the merger.
According to the pair, there was no “legitimate business purpose” for such an issue other than to massively dilute their 8.6% stake and allow Trump, who already holds a 90% interest, to “take the lion’s share of the merger consideration for himself.”
In its registration statement, Digital World said it believed Litinsky and Moss’ claims were based on an agreement that had already been declared void. The SPAC said the two had threatened to block the merger if their demands, which also included the right to appoint two directors, were not met.
Digital World also said in its SEC filing that it had denied a recent request by ARC managing member Patrick Orlando, who’s also the SPAC’s former chief executive officer, for additional compensation, leading to a breakdown in their relationship. In its Florida suit, Digital World said that Orlando was largely to blame for previous delays in bringing the merger to fruition, including an earlier SEC probe.
“Mr. Orlando’s avarice, incompetence, and general refusal to act in DWAC’s best interests has caused extensive reputational harm, resulted in protracted delays in the merger process, and imposed massive costs and expenses on DWAC and its shareholders, and interfered with the merger,” Digital World said.
The cases are: United Atlantic Ventures v Digital World Acquisition Corp., 2024-0184, Delaware Court of Chancery; Arc Global Investments II LLC v Digital World Acquisition Corp., 2024-0186, Delaware Court of Chancery; and Digital World Acquisition Corp. v Arc Global Investments II LLC, 2024-CA-001061-NC, Circuit Court of the Twelfth Judicial Circuit, Sarasota County, Florida.
This article was provided by Bloomberg News.