Investigation of illegal trading
On June 29, 2023, three people were arrested on charges that they had illegally traded DWAC based on nonpublic knowledge before the proposed merger was announced in 2021.[20]
The founder of the DWAC SPAC, Miami banker Patrick Orlando, had been discussing the deal with Trump since at least March 2021, as The New York Times reported days after the TMTG deal was announced. This may have skirted securities laws and stock exchange rules, since SPACs are not allowed to have a target company in mind prior to going public. The formation of the SPAC was announced in May 2021 and it was taken public that September. By mid-2021, people affiliated with TMTG were telling Wall Street investors that the company was nearing a deal to merge with a SPAC. Trump and Orlando had initially discussed a deal through another of Orlando's SPACs that was already publicly traded, but it was deemed too small for the Trump deal. Deal discussions could have been proper when the first SPAC was being considered but improper after the SPAC was formed. DWAC stated in three prospectuses that it had not had "any substantive discussions, directly or indirectly, with any business combination target."[21]
Orlando's stake in DWAC increased by $420 million from the original $3 million he invested.[22]
In late 2021, the SEC and the Financial Industry Regulatory Authority asked DWAC for information about stock trading and communications with TMTG prior to their deal being announced. (DWAC disclosed this request in a December 2021 regulatory filing.)[23][24] The company disclosed in June 2022 that the SEC was expanding its inquiry, and days later said a grand jury seated by the U.S. Attorney for the Southern District of New York (SDNY) had subpoenaed DWAC and each member of its board, as well as documents.[25][26]
On July 3, 2023, DWAC announced its intent to settle by paying an $18 million fine to the SEC and revising some of its filings.[27] On July 20, the SEC announced the settlement.[28]
