SEC announces settlement with merger partner of Trump’s Truth Social app

The SEC had already announced a $18m settlement

The Securities and Exchange Commission announced that it had settled fraud charges with the financial firm tied to former president Donald Trump’s Truth Social platform, Street Insider reported.

The SEC had accused Digital World Acquisition Corporation (DWAC), a special purpose acquisition company, of making material misrepresentations in forms it filed with the SEC as part of its initial public offering and its proposed merger with Trump Media & Technology Group Corp (TMTG), which Mr Trump founded.

DWAC had misled both the SEC and investors when it failed to disclose that it had formulated a plan to acquire and was pursuing the acquisition of TMTG.

Special purpose acquisition companies are meant to identify and acquire operating businesses. But the SEC said in the forms DWAC filed to support its IPO in September 2021, neither it nor its officers had said it had discussions with any target companies before its IPO.

But the SEC’s order found that the person who would become DWAC’s chief executive and board chairman, along with other people, had extensive special purpose acquisition company meetings with Mr Trump’s company, and that the executive had pursued talks with TMTG for another special purpose acquisition company he created.

In turn, the SEC called DWAC’s Form S-1 false and misleading.

“DWAC failed to disclose its discussions with TMTG and failed to disclose a material conflict of interest of its CEO and Chairman,” Gurbir S Grewal, the director of the SEC’s enforcement division. “In the context of a SPAC – a ‘blank-check’ entity without business operations – these disclosure failures are particularly problematic because investors focus on factors such as the SPAC’s management team and potential merger targets when making financial decisions.”

The SEC said that DWAC violated antifraud provisons of security laws. It had previously announced that it would pay an $18m settlement in the event it closes a merger transaction and it would sign a cease and desist order.

Last month, federal authorities arrested Michael Shvartsman, Gerald Shvartsman and Bruce Garelick and the three were named in an unsealed federal indictment.

The all pleaded not guilty to insider dealing at a court in New York City this month.