SEC v. PATRICK ORLANDO, No. 1:24-cv-2097, District of Columbia (July 19, 2024) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA

SECURITIES AND EXCHANGE COMMISSION,
100 F Street NE
Washington, DC 20549

Plaintiff,
 v.

PATRICK ORLANDO,

    Defendant.

1:24-CV-2097

Complaint

Jury Trial Demanded

COMPLAINT
 Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Patrick Orlando, alleges as follows:
SUMMARY

1. This case involves fraudulent conduct and materially false and misleading
statements and omissions made by Patrick Orlando (“Orlando”), in his capacity as the Chief
Executive Officer (“CEO”) and Chairman of Digital World Acquisition Corp. (“DWAC”), in
filings made with the Commission. Through these publicly available filings, Orlando falsely
represented that DWAC, a special purpose acquisition company (“SPAC”) that he controlled, did
not intend to merge with any specific company and, indeed, had had no discussions or contacts
with any potential merger targets. Orlando knew these statements were false because he had
personally 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.

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2. At the time of the relevant conduct, Orlando was the CEO and C hairman of
DWAC and managing member of DWAC’s sponsor (“DWAC Sponsor”).  In those roles, Orlando
reviewed and signed the relevant filings at issue in this action.
3. In February 2021, Orlando and others who later became involved with DWAC
began extensive merger discussions with TMTG. Orlando initially pursued these discussions
with TMTG on behalf of SPAC A, another SPAC he controlled.
4. In the spring of 2021, Orlando planned and executed a scheme to use DWAC,
which had not yet had its IPO, to pursue a merger with TMTG. Orlando discussed his scheme
with at least one individual at TMTG.
5. As part of this scheme, Orlando signed Forms S-1 in the spring and summer of
2021 that falsely and misleadingly stated that DWAC had not selected any merger target or
engaged in any substantive discussions with any merger target. These Forms S-1 were filed with
the Commission on DWAC’s behalf.
6. On September 8, 2021, DWAC completed an IPO, pursuant to which the
company raised $287.5 million from the investing public. In support of its IPO, DWAC filed an
amended Form S-1 with the Commission on or about August 31, 2021 (the “Final Form S-1”).
Orlando signed the Final Form S-1.
7. Among other defects, the Final Form S-1 contained material misrepresentations
and omissions regarding DWAC’s conduct prior to its IPO. Specifically, the Final Form S-1
falsely and misleadingly stated that: (a) neither DWAC nor its officers and directors had any
discussions or contacts with any potential target companies prior to the IPO; and (b) that DWAC
had not selected any specific business combination target.

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8. In October 2021, DWAC announced an agreement to merge with TMTG.
Following the disclosure of the planned merger and its target, the price of DWAC stock rose
over 400% in a single day of trading.
9. As a result of Orlando’s actions, DWAC’s spring and summer Forms S-1 and its
Final Form S-1 were materially false and misleading.
10. On May 16, 2022, Orlando signed, and DWAC filed, a Form S-4 regarding its
planned merger with TMTG that continued to misrepresent the nature of the negotiations
between DWAC and TMTG and to omit material facts.
11. On July 20, 2023, the Commission instituted a settled cease-and-desist proceeding
against DWAC, finding that DWAC violated Section 17(a)(2) of the Securities Act of 1933
(“Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”)
and Rule 10b-5(b) thereunder and, in addition to other remedies, imposing an $18 million civil
penalty. On November 13, 2023, DWAC filed an amended Form S-4 that made disclosures
consistent with the findings in the Commission’s published order instituting the settled cease-
and-desist proceeding.
12. DWAC closed its merger with TMTG on March 25, 2024. The surviving entity
renamed itself “Trump Media & Technology Group Corp.” and now trades under the ticker
symbol “DJT.” This Complaint will solely refer to the entity names prior to the closing of the
merger.
13. As a result of the conduct alleged herein, Defendant violated, and unless
restrained and enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. §
77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5].

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14. The Commission seeks a permanent injunction against Defendant that enjoins him
from engaging in the transactions, acts, practices, and courses of business alleged in this
Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this
Complaint, together with prejudgment interest, civil penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)], an officer and director bar pursuant to Section 20(e) of the Securities Act [15 U.S.C.
§ 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], and such other relief
as the Court may deem just and proper.
JURISDICTION AND VENUE
15. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and
22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v] and Sections 21(d), 21(e), and 27
of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
16. Venue lies in this Court pursuant to Section 22 of the Securities Act [15 U.S.C.
§ 77v] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Certain of the acts, practices,
transactions and courses of business alleged in this Complaint occurred within the District of
Columbia, and were effected, directly or indirectly, by making use of means or instrumentalities
of transportation or communication in interstate commerce, or the mails. Specifically, Orlando
signed at least four different documents containing the misrepresentations at issue, all of which
were filed with the SEC, an agency headquartered in this judicial district. Additionally, records
indicate that at least one investor located in Washington, D.C ., sold shares of DWAC prior to the
October disclosure of the merger agreement, presumably without the benefit of the information
that Orlando concealed from investors and the market.
17. Orlando, directly and indirectly, made use of means or instruments of
transportation or communication in interstate commerce, or of the mails, or of any facility of a

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national securities exchange in connection with the acts, practices, and courses of conduct
alleged herein.
BACKGROUND AND TERMINOLOGY
18. A SPAC sponsor is the management team primarily responsible for establishing
and launching the SPAC. After a SPAC is launched, it is managed by a board of directors and
management.
19. A SPAC has no underlying business operations. The SPAC sponsor creates the
SPAC to raise capital through an IPO for the purpose of using the proceeds to later acquire an
unidentified private operating company, within a specified period (typically two years).
20. Once it has raised funds through an IPO, a SPAC will seek to identify acquisition
candidates and attempt to complete a business combination transaction, after which the company
will continue the operations of the acquired company as a public company. Although the post-
IPO SPAC is technically led by a new board of directors and management, these roles are often
filled by the leaders of the SPAC’s sponsor. Thus, investors in a SPAC at the IPO stage rely on
the management team that formed the sponsor to expend efforts after the IPO to identify and
acquire or combine with a private operating company.
21. Given that the purpose of a SPAC is to identify and acquire an operating business
after conducting its IPO, a reasonable SPAC investor would want to know about the SPAC’s
future acquisition targets and steps the SPAC has taken in furtherance of a particular acquisition.
22. Generally, in a SPAC IPO, investors purchase units. A unit is a security that is
typically redeemable for one share of common stock and a fraction of a warrant. A warrant gives
the holder the right to purchase a certain number of shares of the SPAC’s common stock at a
specific price on a future date.

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23. The SPAC sponsor typically is compensated through its ability to buy the SPAC’s
securities (typically called “founder’s shares”) for nominal consideration at or around the time of
the SPAC’s formation. These founder’s shares convert into the SPAC’s common stock when the
SPAC completes its acquisition of the private operating company, giving the sponsor a
significant ownership interest (typically 20% of the common stock) in the SPAC – provided that
the SPAC completes the business combination. Sponsors also frequently buy additional
securities (usually units or warrants) at the time of the IPO. Unlike securities bought by investors
in a SPAC IPO, the securities purchased by a sponsor are not redeemable for cash and are subject
to forfeit in the event the SPAC fails to complete a business transaction. Moreover, the sponsor’s
securities usually have restrictions that prevent resale until after completion of a SPAC’s
business combination.
DEFENDANT
24. Patrick Orlando, age 52, is a resident of Miami, Florida. At the time of the
relevant conduct, Orlando was the CEO and Chairman of DWAC. He owns a significant
percentage of, and at the time of the relevant conduct was the managing member of, DWAC’s
sponsor (“DWAC Sponsor”). Orlando also was the CEO and Chairman of SPAC A (see infra ¶
2) and the managing member of SPAC A’s sponsor until SPAC A was unwound in late October
2022. Orlando is also involved with several other SPACs. In addition, Orlando currently is (and,
at the time of the relevant conduct, was) a registered representative of a broker-dealer registered
with the Commission.
RELATED PARTIES AND ENTITIES
25. DWAC, a Delaware corporation based in Miami, Florida, was a SPAC. DWAC
ha  d no operations of its own and existed for the purpose of merging with a privately held
company to, in effect, take that company public. On September 8, 2021, DWAC completed an

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IPO of 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5
million, which were held in trust for the benefit of shareholders until completion of a business
combination. DWAC had securities that traded on the NASDAQ Global Market under the ticker
symbols DWACU (units), DWACW (warrants) and DWAC (common stock).
26. TMTG is a Delaware corporation with its principal place of business in Sarasota,
Florida. TMTG operates a social media platform. On October 20, 2021, DWAC and TMTG
entered into a definitive merger agreement, which was subsequently amended several times.
TMTG was initially named Trump Media Group, and accordingly, some documents refer to it as
“TMG” instead of TMTG. TMTG closed its merger with DWAC on March 25, 2024. The
surviving entity renamed itself “Trump Media & Technology Group Corp.” and now trades
under the ticker symbol “DJT.”
27. DWAC Sponsor is a Delaware corporation based in Miami, Florida. DWAC
Sponsor initially invested $25,000 in DWAC in exchange for 8,625,000 Class B shares of
DWAC stock (the “DWAC founder shares”). At the time of DWAC’s IPO, DWAC Sponsor
invested an additional $11,334,840 in exchange for 1,133,484 DWAC units.
28. SPAC A was a Delaware corporation with its principal place of business in
Miami, Florida. SPAC A had its IPO on January 5, 2021, during which it raised $115 million
(less than half of what DWAC raised).  In October 2022, SPAC A dissolved and delisted its
securities. Orlando was the CEO and Chairman of SPAC A and the managing member of the
SPAC A sponsor during the relevant period.
29. Investment Bank is an investment bank based in Shanghai, China that describes
itself as a leading advisor in the SPAC market in the United States. Investment Bank was a
financial advisor to DWAC and SPAC A and had ownership interests in DWAC Sponsor and
SPAC A’s sponsor.

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30. Individual X was a DWAC Director and investor in the sponsors of both SPAC A
and DWAC. Individual X held no formal management role with respect to SPAC A.
FACTS
A. Orlando’s Initial Interactions With TMTG
31. TMTG was incorporated on approximately February 8, 2021. Its founders
intended to use the company to create a social media platform, among other business lines. From
the time of TMTG’s formation, its founders intended for it to become a public company by
seeking to be acquired by a SPAC.
32. In mid-February 2021, a representative of TMTG approached Orlando regarding a
potential deal between SPAC A and TMTG. About a week later, Orlando and Individual X met
in person with TMTG representatives.
33. A few weeks after the initial contact, SPAC A and TMTG signed a non-exclusive
letter of intent to explore a potential merger between the two companies. The letter was then
extended to last through April 5, 2021. Orlando negotiated and signed that letter on behalf of
SPAC A.
34. As the non-exclusive letter of intent neared its expiration date, TMTG and SPAC
A discussed signing a mutually exclusive letter of intent. Two directors and one officer of SPAC
A opposed pursuing a merger with TMTG. SPAC A ultimately did not sign that mutually
exclusive letter of intent.
35. On or about April 8, 2021, discussions between SPAC A and TMTG paused, and
Orlando began exploring two plans to pursue a merger with TMTG, which he called “Plan A”
and “Plan B.”

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36. “Plan A” referred to continued efforts to find a way for SPAC A to merge with
TMTG. For example, Orlando discussed options to replace the SPAC A officials who were
opposed to a transaction with TMTG.
37. “Plan B” referred to Orlando’s attempt to identify an alternative SPAC to pursue a
merger with TMTG. Orlando considered several SPACs with ties to Investment Bank that could
be used for “Plan B.” Orlando started raising capital from investors to purchase an ownership
interest in the sponsor of one of those SPACs. One of SPAC A’s directors invested in this effort.
In a communication with Orlando, both the director and Orlando referred to this as an investment
in “the Trump SPAC.” That SPAC A director later became a DWAC director and, in June 2021,
rolled his investment into the purchase of DWAC Sponsor shares.
38. As part of Plan B, on April 9, 2021, a representative of Investment Bank wrote an
email to Orlando stating: “DWAC could be a solution for Trump.” At the time, Investment Bank
had a majority interest in DWAC Sponsor ( which was still pre-IPO), and Orlando had no
ownership interest in DWAC Sponsor or role with DWAC. Investment Bank had worked with
others to incorporate DWAC Sponsor and DWAC in December 2020.
39. On April 14, 2021, Orlando had two meetings with representatives of TMTG.
During the first meeting, Orlando told the TMTG executives that SPAC A was not available to
pursue a merger with TMTG because of opposition from at least one SPAC A officer or director.
Orlando then suggested to TMTG’s representatives that if SPAC A could not pursue a merger
with TMTG there could be a Plan B, i.e., that Orlando would try to identify another vehicle to
potentially pursue a merger with TMTG.
40. Shortly after that first meeting, TMTG representatives asked Orlando to meet
them again. In that second meeting, a TMTG executive said that they could only discuss other
merger options after those companies were public. Orlando acknowledged that those are “the

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rules we have to play by,” that they “have to be very smart,” but that “obviously we can talk
hypothetically about if there were another vehicle.”
41. Later that day, Orlando exchanged messages with a representative of Investment
Bank and wrote,  “Met with TMG today.” The Investment Bank representative asked, “How was
it?” Orlando replied, “Was fabulous,[. . . ] wonderful then once I left all went sideways. Better to
jump on the phone and discuss. . . . I had a clear strategy – got a little complicated.”
42. On April 18, 2021, four days later, a representative of Investment Bank sent a
message to Orlando and wrote, “We do Trump one way or other. Now let’s sign up Trump.
That’s the way to get the most $$$. Anyhow, we’ll figure it out. Opciones hay.” The last
sentence of the message roughly translates to “There are options.” Orlando responded, “Yes.
Done this week.”
43. Also on April 18, 2021, Orlando exchanged messages with Individual X and
referred to a meeting scheduled for April 20, 2021 at the offices of TMTG’s outside counsel.
Individual X wrote, “We will get this done!” Orlando responded, “It is done. Just need to keep
the black swan out of the picture.” The “black swan” was a reference to one of the SPAC A
officers who opposed a deal with TMTG.
B. Orlando Took Control of DWAC and Resumed Merger Discussions With TMTG
44. On or about April 24, 2021, Investment Bank told Orlando that he had an
opportunity to obtain substantial control over DWAC. A few days later, on April 28, Orlando
signed a letter of intent with Investment Bank under which he would obtain 90% ownership of
DWAC Sponsor. Orlando met with TMTG’s representatives on April 29 and continued
discussions with TMTG about a potential merger shortly thereafter.
45. On May 2, 2021, a TMTG representative texted a second TMTG representative,
“Good news . . . Patrick called [TMTG’s outside counsel] yesterday. . . . The LOI with our other

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group scared them so they want to try to lock us up . . . so this week [TMTG’s outside counsel] is
going to try to get us a tieup with SPAC A and a big breakup fee.” The other TMTG
representative responded, “Wow. Wonder if it is that or if they are less confident about raising
funds for Plan B?”
46. On May 4, 2021, TMTG’s outside counsel emailed Orlando and others a draft
letter of intent that contemplated a merger between SPAC A and TMTG. That draft contained a
break-up fee clause that would have held Orlando and Individual X personally liable for a $5
million fee if SPAC A did not consummate a merger agreement with TMTG. Notably, however,
the draft also contained an exception: t he fee would not be owed if Orlando and/or Individual X
“should propose to [TMTG] an alternative special purpose acquisition corporation with
combination terms that are acceptable to [TMTG].”
47. On May 8, 2021, Orlando exchanged messages with representatives of Investment
Bank. The message group name, which appears to have been coined by Orlando, was, “Get it
done one way or another.” Orlando shared with the message group a spreadsheet that presented
different merger scenarios for TMTG and another target under consideration. One of the
scenarios was “47-DWAC” and “[other target]-[SPAC A].” According to Orlando, the number
“47” is a reference to TMTG. The spreadsheet listed the cons for this transaction as, “Timing,
can’t happen, 47 too” and listed the pros as “Great $.” Orlando wrote to the group, “[O]ptimal
combination is clearly [SPAC A]-[other target] or another good target and DWAC-47 . . . how
do we make that happen.” A representative of Investment Bank responded, “Yes absolutely,
that’s the best. It’s just time. Get enough time to get DWAC to mkt.”
48. On May 14, 2021, Investment Bank and Orlando executed several agreements by
which Investment Bank transferred a 90% ownership interest in DWAC Sponsor to Orlando.

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Orlando was appointed CEO and Chairman of DWAC around this same time. These two actions
gave Orlando effective control over DWAC.
49. On the night of May 25, 2021, DWAC filed an initial Form S-1 (the “May Form
S-1”). The May Form S-1 was reviewed and signed by Orlando and included two additional
nominee directors to DWAC’s Board. Both of those new DWAC directors were also SPAC A
directors who had been supportive of a transaction between SPAC A and TMTG.
50. The May Form S-1 also identified a CFO for DWAC. Before being named
DWAC’s CFO, that person had communicated with Orlando and Individual X about TMTG in
connection with SPAC A. Records of the DWAC CFO’s communications suggest that he hoped
to create a Latin American version of TMTG. The SPAC A directors and officer who had
opposed a transaction with TMTG did not assume any role with DWAC.
51. The Form S-1 contained several statements about the state of discussions between
DWAC and potential targets. For example, it included the following statement:
We  have  not  selected  any  specific  business  combination  target  and  we  have  not,
nor has anyone on our behalf, engaged in any substantive discussions, directly or
indirectly, with any business combination target with respect to an initial business
combination with us.

52. The statement described in the prior paragraph was misleading because when
Orlando took over DWAC, he intended it to be the vehicle to pursue a merger with TMTG,
because Orlando had been in discussions with TMTG for several months, and because Orlando
had discussed Plan B with representatives of TMTG. The statements were material because
investors in DWAC would have wanted to know that DWAC was not the “blank check”
company it professed to be, but rather a company with a specific goal (to acquire and merge with
TMTG) that had already taken steps toward accomplishing that goal.

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53. Given the operation of the SEC’s document filing system, the May Form S-1
became publicly visible on the morning of May 26, 2021.
54. On May 26, 2021, an entity was incorporated in New Mexico. That entity entered
into an agreement to invest in DWAC Sponsor on May 29, 2021. TMTG’s external counsel
signed that agreement as the “authorized representative” for the New Mexico entity. Orlando
counter-signed this May 29 agreement.
55. On May 30, 2021, Orlando, Individual X, DWAC’s in-house counsel, one of the
TMTG founders, and TMTG’s external counsel met at Individual X’s home to engage in
“brainstorming sessions.” A video of this event shows that, during the meeting, they called
DWAC’s CFO.  In the video, Orlando thanked everyone for figuring out “how to get this done.”
The TMTG representative thanked the DWAC executive on the phone and said that the DWAC
executive would be a “big part of this.”
56. On May 31, 2021, an individual who helped raise funds for DWAC Sponsor sent
a WhatsApp message to Orlando and a potential investor and wrote, “I just got off the phone
with Patrick and he is officially moving forward with the TMG deal. It’s now game time to start
teeing up investor calls and showing Patrick what we can bring to the table.” The potential
investor responded and asked, “Is there any brochure ready for the TMG SPAC?” Orlando
responded, “There is no TMG SPAC. There is a SPAC and I have a great relationship with
TMG. I believe with extremely high confidence that TMG will [end] up in one of my SPACs.
Better I explain in person.”
C. The June 4 LOI and Break-Up Fee Clause
57. By at least June 1, 2021, Orlando made plans with TMTG to sign a unilaterally
exclusive letter of intent between SPAC A and TMTG on Friday, June 4, 2021. The June 4 LOI
would prevent TMTG from negotiating with any other acquirers but would not require SPAC A

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to be exclusive to TMTG. At that time, the SPAC A officer and two SPAC A directors that
opposed pursuing a transaction with TMTG had not dropped their opposition to such a
transaction.
58. On June 1, 2021, Orlando communicated with an individual who was a director of
both SPAC A and DWAC and who planned to attend the letter of intent signing event, texting: “I
want Trump to meet the SPAC A AND DWAC team.”
59. On June 3, 2021, Individual X, who had hosted the May 30 meeting with TMTG,
wrote to a TMTG representative and stated, “My apologies, but I will not be able to join this
coming Friday. If you think it makes sense for [DWAC’s CFO] and I to say a few words to the
47th, we will be ready and at his disposal.” Individual X and the DWAC CFO had no formal role
with SPAC A.
60. On June 4, 2021, SPAC A, TMTG, and Orlando (in his personal capacity and on
behalf of SPAC A) signed the unilaterally exclusive letter of intent (the “June 4 LOI”)
expressing intent to pursue a merger between SPAC A and TMTG.
61. The June 4 LOI included a break-up fee clause under which Orlando would be
personally liable to pay a $1 million break-up fee if SPAC A and TMTG did not enter an
acquisition agreement by August 6, 2021 (the “Break-Up Fee Clause”). The Break-Up Fee
Clause contained several exceptions, including that Orlando would owe no break-up fee if he
“should propose to the Company [TMTG] an alternative special purpose acquisition corporation
with combination terms that are acceptable to the Company (in its sole and absolute discretion)
and such terms are ultimately accepted by the Company.” The parties signed several extensions
to the June 4 LOI over the summer of 2021, the last of which was signed on or about August 27,
2021. The extensions collectively extended the trigger date for the Break-Up Fee Clause from

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August 6, 2021 to October 2, 2021 and the exclusivity period from September 2, 2021 to October
2, 2021.
62. After the signing of the June 4 LOI, Orlando met with a representative of TMTG.
During this meeting, they discussed, among other things, potential logos and names for the future
public company.
D. Orlando Contemplated a DWAC Merger With TMTG
63. Within days of signing the June 4 LOI, Orlando communicated with various
people regarding his desire to use DWAC as the vehicle to complete a merger with TMTG. On
June 7, 2021, Orlando received a text from an individual who was a director for both SPAC A
and DWAC, stating: “I still don’t know why you are switching it out of [SPAC A] other than you
will make more money. I think using [SPAC A] to grab the deal knowing you are going to move
it is very problematic.” Orlando responded: “DWAC is better and will make the project clear
[sic] more successful.”
64. As noted in the director’s text message, Orlando stood to “make more money” if
DWAC merged with TMTG than if SPAC A did because Orlando owned a substantial
percentage of DWAC Sponsor, a position that was significantly larger than his ownership
interest in SPAC A’s sponsor.
65. On June 7, 2021, Orlando exchanged messages with representatives of Investment
Bank. Orlando wrote, “Let's make DWAC great. I gave [T]rump a [SPAC A] tombstone. I will
[g]  ive him a DWAC ONE THE SIZE OF A GOLF CART!!” In the financial industry, a
“tombstone” is a notice that is used to formally announce a transaction, such as an IPO. At the
LOI signing event on June 4, 2021, Orlando gave TMTG representatives a commemorative
plaque tombstone related to SPAC A’s IPO.

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66. On June 8, 2021, Orlando exchanged additional messages with representatives of
Investment Bank. Orlando sent a picture from the June 4 LOI signing event and wrote, “You
have no idea!! I worked thousands of hours to get this,” and, “It’s ours wherever we want. Let’s
make it DWAC.” Orlando also wrote, “  [T]hey exclusive to us, us not to them so earlier of AUG
6 or 14 days after DWAC IPO so we move TMTG there and close [other target] [SPAC A]. [sic]
It’s crazy but let me try!!”
67. In yet another message regarding the other target company for SPAC A, Orlando
explained to an Investment Bank executive, “  [C]an’t do a deal until earlier [of] aug 6 or another
target switching SPACs.” The Investment Bank executive asked, “Why the August 6
th
 date? It’s
basically enough time to IPO DWAC, right?” Orlando replied, “Read Trump LOI.” As discussed
above, the June 4 LOI required Orlando to pay a $1 million Break-Up Fee if there was not a
merger by August 6.
68. On June 9, 2021, Orlando emailed a DWAC representative a financial analysis
that modeled the value of DWAC Sponsor’s shares of DWAC if DWAC were to merge with
TMTG at approximately $375 million.
69. On June 11, 2021, DWAC’s in-house counsel emailed Orlando and wrote,  “I
think the digital world logo can be a little bit more fun. Maybe we can use [TMTG
representative]’s logo idea for the digital world logo and that may entice him even more to make
the switch.”
70. By contrast, Orlando’s communications with Investment Bank regarding SPAC A
during the summer of 2021 predominantly related to SPAC A’s evaluation of other acquisition
targets.

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E. Orlando Had Discussions With TMTG About a Merger With DWAC

71. In the spring and summer of 2021, Orlando met and talked with representatives of
TMTG about a merger with DWAC.
72. In addition to the April 14 conversation between Orlando and TMTG
representatives in which Orlando acknowledged that he could not talk with TMTG about a
merger involving a pre-IPO company, see supra ¶¶ 39-41, Orlando had an email exchange in late
June with potential investors in DWAC Sponsor, in which he made similar disclaimers. One of
those investors wrote that he had “discussed with Patrick a ROFR on future payment processing
needs for the Trump Media Group.” Orlando responded:
For clarity, we really like TMG, but there is absolutely no guarantee that we will
close that deal or any other. TMG is just one of many companies in our pipeline of
deals but we have had no substantive discussions with TMG with respect to DWAC
as  we  can’t  until  after  the  IPO.  We  are  a  SPAC  and  cannot  guarantee  we  will
combine with anyone because no deal can be made until after IPO.

73. Despite having this understanding, Orlando had discussions with at least one
TMTG representative about a potential merger with DWAC prior to DWAC’s IPO.
74. Orlando, DWAC’s in-house counsel, and Individual X participated in more than
100 phone calls with representatives from TMTG and TMTG’s outside counsel from the time
DWAC filed the Form S-1 on May 25, 2021 through September 2, 2021, which was the day
before the commencement of DWAC’s IPO. Orlando told at least one TMTG representative
(specifically, TMTG’s outside counsel) during the summer of 2021 of the possibility of using
DWAC as the vehicle to complete a merger with TMTG.
75. During the same time, Orlando raised funds from numerous individuals who made
investments in DWAC Sponsor. Orlando informed some of those investors that DWAC viewed
TMTG as one potential merger target and a very promising opportunity.

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76. Orlando also signed “consulting agreements” with some individuals that, in
addition to other terms, contemplated rewarding those individuals with shares for helping
Orlando raise funds for DWAC Sponsor. On June 5, 2021, TMTG’s outside attorney signed one
such agreement on behalf of the New Mexico company that had been formed on May 26. See
supra ¶ 54. This link between DWAC’s sponsor and TMTG’s outside attorney is further
evidence that Orlando had discussed a DWAC/TMTG combination with highly placed
individuals at TMTG in the spring and early summer of 2021.
77. TMTG’s outside counsel was copied on some emails from an existing DWAC
investor to prospective investors. The emails referred to “one major standout [target company]
which makes this SPAC opportunity even greater” and noted that after signing a confidentiality
agreement, potential investors could participate in “a call with Patrick’s team, and [TMTG’s
outside counsel] on the possible SPAC acquisition to understand the uniqueness of this possible
opportunity.”
78. On July 8, 2021, DWAC filed an amended Form S-1 (the “July Form S-1”)
increasing its planned offering from $100 million to $300 million and announcing the addition of
Individual X and two other individuals as directors. Individual X had been involved with
Orlando in discussions with TMTG since discussions between SPAC A and TMTG began in
February 2021.
79. The July Form S-1 contained several of the same material misstatements that
appeared in the May Form S-1. Orlando reviewed and signed the July Form S-1.
80. Two days before this filing, Individual X sent a WhatsApp message to DWAC’s
CFO and wrote: “AVANTE! Vamos fazer historia com a DWAC + TMG,” which roughly
translates to “Onward! Let’s make history with DWAC + TMG.”

19
81. Orlando travelled to TMTG’s offices on July 8 and spent the entire day there.
After Orlando left, a representative of TMTG sent a message to Orlando stating, “Today was a
big day for TMG and a huge step for our team to be able to meet and spend time with you. Thank
you so much for making the trip.”
82. Individuals at TMTG were aware that Orlando hoped to use DWAC to pursue a
merger with TMTG. For example, on July 15, 2021, a TMTG executive emailed himself an
audio recording in which he made mental notes to himself, including, “For [another TMTG
executive], TMTG ticker symbol. Tell him about that. . . . The merger agreement arrived. Also
potentially flipping it to another SPAC.”
83. On August 11, 2021, DWAC’s CFO sent a message to Individual X and asked,
“Tudo certo para semana que vem?”, which roughly translates to “Everything OK for next
week?” Minutes after that, Individual X sent a message to a TMTG executive and wrote, “Are
we set to meet in Atlanta next week?” Individual X then called that TMTG executive and spoke
for several minutes. A few hours later, Individual X replied to DWAC’s CFO and wrote, “TMG
pede para confirmar o encontro depois do IPO,” which roughly translates to, “  TMG is asking to
confirm the meeting after the IPO,” referring to DWAC’s IPO scheduled for September.
84. On August 18, 2021, a TMTG representative emailed himself and wrote,
“Everything is lined up. Platform is weeks away. Backed by $300 million in cash. Billions of
stock. Press conference video is ready. Only thing missing is license Agreement.” A t the time,
TMTG was in the process of renegotiating a licensing agreement. Also, at the time, SPAC A had
approximately $115 million in its trust account. As mentioned above, DWAC had filed a Form
S-1/A on July 8, 2021 announcing that it planned to do a $300 million IPO.
85. On August 28, 2021, Orlando received a text from a DWAC representative that
read, “Talked to [TMTG’s outside counsel]. TMTG wants to announce soon so if it’s plan B,

20
they’re going to push hard for relative immediate announcement. I told them we’d need a month.
Probably gonna settle at 2-3 weeks.”
F. DWAC’s Form S-1 Contained Material Misrepresentations
86. On August 31, 2021, three days prior to the commencement of its IPO, DWAC
filed another amended Form S-1 (the “Final Form S-1”) that Orlando reviewed and signed. The
Final Form S-1 contained several material misrepresentations about discussions between DWAC
and potential targets, including the following:
To  date,  our  efforts  have  been  limited  to  organizational  activities  as  well  as
activities  related  to  this  offering.  We  have  not  selected  any  specific  business
combination target and we have not, nor has anyone on our behalf, engaged in any
substantive discussions, directly or indirectly, with any business combination target
with respect to an initial business combination with us.

87. The Final Form S-1 also contained the following statement regarding DWAC’s
contact with potential targets:
We have not, nor has anyone on our behalf, initiated any substantive discussions,
directly  or  indirectly,  with  any  business  combination  target.  From  the  period
commencing  with  our  formation  through  the  date  of  this  prospectus,  there  have
been no communications or discussions between any of our officers, directors or
our sponsor and any of their potential contacts or relationships regarding a potential
initial  business  combination.  Additionally,  we  have  not  engaged  or  retained  any
agent or other representative to identify or locate any suitable acquisition candidate,
to  conduct  any  research  or  take  any  measures,  directly  or  indirectly,  to  locate  or
contact a target business. However, we may contact such targets subsequent to the
closing  of  this  offering  if  we  become  aware  that  such  targets  are  interested  in  a
potential  initial  business  combination  with  us  and  such  transaction  would  be
attractive to our stockholders. Accordingly, there is no current basis for investors
in this offering to evaluate the possible merits or risks of the target business with
which we may ultimately complete our initial business combination.

88. The Final Form S-1 also contained the following statement regarding DWAC’s
contact with potential targets:
We have not contacted any of the prospective target businesses that [SPAC A and
another  SPAC  controlled  by  Orlando]  had  considered  and  rejected.  We  do  not
currently intend to contact any of such targets; however, we may do so in the future
if  we  become  aware  that  the  valuations,  operations,  profits  or  prospects  of  such

21
target  business,  or  the  benefits  of  any  potential  transaction  with  such  target
business, would be attractive.

89. Certain statements in the preceding paragraphs were false or misleading because,
among other things: (a) Orlando assumed control of DWAC in May 2021 envisioning that it
could be used to pursue a merger with TMTG; (b) Orlando told at least one TMTG
representative during the summer of 2021 of the possibility of using DWAC to complete a
merger with TMTG; (c) it appears that TMTG’s outside attorney was being paid to find investors
for DWAC’s sponsor in June 2021; ( d) the discussions between SPAC A and TMTG had ceased
before DWAC’s IPO; and (e) Orlando and others at DWAC had selected TMTG as DWAC’s
preferred target prior to its IPO.
90. The misstatements described above were material to investors because SPAC
investors base their investment decisions on a SPAC’s disclosures about discussions with
potential targets. This information is particularly important because the purpose of a SPAC is to
identify and acquire an operating business.
91. DWAC’s IPO commenced on September 3, 2021 and closed on September 8,
2021. DWAC sold 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of
$287.5 million, which were held in trust for the benefit of shareholders until the completion of
the business combination in March 2024.
92. DWAC filed a prospectus on September 8, 2021 that included the same
misrepresentations described above.
G. DWAC’s Post-IPO Negotiations With TMTG
93. On the day that DWAC’s IPO closed, DWAC sent TMTG (and other companies)
a draft nondisclosure agreement. On September 13, 2021, five days after the DWAC IPO had
closed, DWAC and TMTG signed the nondisclosure agreement. TMTG’s outside counsel

22
emailed DWAC’s in-house counsel a draft of a mutually exclusive letter of intent the next day.
Two days later, on September 15, 2021, DWAC began coordinating an in-person event to sign
the letter of intent on September 22, 2021 and started discussing TMTG’s hope to do a press
announcement by the end of September 2021. On September 18, 2021, TMTG’s counsel emailed
a SPAC A representative a draft agreement to terminate the June 4 LOI and release Orlando from
the Break-Up Fee clause.
94. On September 21, 2021, DWAC’s Board (including Orlando) met and voted to
“follow up/negotiate and execute LOIs with TMG” and two other purported potential targets
(one of which was “Target B”). As mentioned above, DWAC in-house counsel, working with
Orlando, was already in the process of negotiating a letter of intent with TMTG and had already
scheduled a signing event, a fact that Orlando knew.
95. DWAC representatives had previously sent Target B an NDA on September 8,
2021. A representative of Target B responded on September 9 and wrote: “Given [Target B’s]
transaction objectives and timing of requested indications of interest next week, it may make
sense for our team to reach out to you with any future opportunities that arise rather than this
particular target.” DWAC later disclosed this fact in its Form S-4 filed February 14, 2024, which
stated:
DWAC sent an NDA to Target B, an American pet care company that offers a
technology platform to enable on-demand and scheduled dog-walking, training,
and other pet care related services. However, Target B informed Digital World
that it was in advanced discussions with other groups and did not want to pursue
separate SPAC discussions with Digital World at that time.

96. The discussions about Target B at the September 21 board meeting appear to have
been pretextual because Target B was not, in fact, an acquisition option for DWAC.
97. During the September 21 board meeting, DWAC’s directors also purportedly
discussed the merits of four other potential merger targets. One of those targets was “Target G.”

23
DWAC sent Target G an NDA on September 8, 2021. A representative of Target G responded on
September 9: “We’re currently under exclusivity with a potential buyer for [Target G]. We’ll
reach out if the situation changes.” In its February 14, 2024 Form S-4, DWAC disclosed: “Target
G, a defense contractor and arms manufacturer, was sent an NDA; however, Digital World was
informed that Target G was under exclusivity with another SPAC at the time and could not
engage in conversations until after that exclusivity period expired.”
98. The discussions about Target G at the September 21 board meeting appear to have
been pretextual because Target G was not, in fact, an acquisition option for DWAC.
99. A third potential “target” discussed at the September 21 board meeting was
“Target I.” Target I did not even sign an NDA with DWAC until the evening of September 21.
100. On September 22, 2021, DWAC’s Board (including Orlando) formally approved
the signing of a letter of intent with TMTG. That same day, Orlando met with representatives
from TMTG and signed a mutually exclusive letter of intent between DWAC and TMTG. Also
on that same day, Orlando (on behalf of SPAC A) and TMTG signed a termination agreement
ending the June 4 LOI and freeing Orlando from the $1 million Break-Up Fee Clause under the
June 4 LOI. That letter was backdated to be effective as of September 1, 2021.
101. On October 19, 2021, DWAC’s Board (including Orlando) approved the signing
of a definitive merger agreement with TMTG. DWAC and TMTG signed the definitive merger
agreement on October 20, 2021, and it was announced on social media after the market close that
day. DWAC filed a Form 8-K regarding the deal late on October 20, 2021, and the filing was
publicly available on EDGAR at approximately 6 a.m. on October 21, 2021.
102. DWAC’s common stock closed at $9.96 on October 20, 2021. On October 21,
2021, it closed at $45.50, up more than 400% from the prior day’s closing price.

24
103. On May 16, 2022, DWAC filed a Form S-4 regarding its planned merger with
TMTG. DWAC’s Form S-4, which Orlando reviewed and signed, continued to misrepresent the
nature of the negotiations between DWAC and TMTG and to omit material facts. For example,
DWAC’s Form S-4:
a. Disclosed that the June 4, 2021 LOI between SPAC A and TMTG was terminated
effective September 1, 2021, but did not disclose that the termination agreement
was executed, and accordingly Orlando was released from the Break-Up Fee
Clause, on September 22, 2021, the same day that Orlando met with TMTG and
executed the letter of intent between DWAC and TMTG.
b. Described the timeline of interactions between DWAC and TMTG as starting
only after DWAC completed its IPO on September 8, 2021. As discussed above
in detail, Orlando had numerous interactions with TMTG prior to DWAC’s IPO.
DWAC also did not disclose that Orlando assumed control of DWAC in spring
2021 envisioning it as a potential vehicle to close a deal with TMTG or that
Orlando told investors in DWAC Sponsor that TMTG was one possible merger
target for DWAC in the summer of 2021.
104. On July 20, 2023, the Commission instituted a settled cease-and-desist proceeding
against DWAC, finding that DWAC violated Section 17(a)(2) of the Securities Act and Section
10(b) of the Exchange Act and Rule 10b-5(b) thereunder and, in addition to other remedies,
imposing a civil penalty of $18 million. The settlement also imposed an undertaking on DWAC,
requiring any amended Form S-4 to be materially complete, accurate, and consistent with the
findings in the Commission’s order. On November 23, 2023, pursuant to the undertaking,
DWAC filed an amended Form S-4 incorporating many of the Commission’s findings.

25
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act
and Rule 10b-5 Thereunder

105. The Commission realleges and incorporates by reference paragraphs 1 through
104, as though fully set forth herein.
106. By engaging in the conduct described above, Patrick Orlando, in connection with
the purchase or sale of securities, by the use of means or instrumentalities of interstate
commerce, or of the mails, or of the facilities of a national securities exchange, directly or
indirectly, knowingly or recklessly (a) used or employed devices, schemes, or artifices to
defraud; (b) made untrue statements of material fact or omitted to state material facts necessary
in order to make the statements made, in the light of the circumstances under which they were
made, not misleading; and (c) engaged in acts, practices, or courses of business which operated
or would operate as a fraud or deceit upon other persons.
107. In the spring of 2021, Orlando engaged in deceptive conduct that would allow
him to acquire a controlling interest in DWAC and take it public as a SPAC, with the goal of
merging with TMTG. That conduct included, but was not limited to, the following: (1) he
discussed this plan with TMTG officials even though DWAC was still pre-IPO; (2) he then
entered into a letter of intent between himself, SPAC A, and TMTG that purported to link SPAC
A and TMTG but, in reality, allowed SPAC A to pursue other targets and gave him the ability to
bring DWAC to TMTG once its IPO was complete; (3) he orally informed certain investors who
possessed necessary capital that he intended to use DWAC to acquire and merge with TMTG;
and (4) he, along with the DWAC board, voted to direct DWAC to conduct preliminary
conversations with potential “target” companies in September 2021 without any intention of
moving forward, in part to conceal his preselection of TMTG. All the while, Orlando signed
multiple public filings that falsely stated, among other misrepresentations, that DWAC had not

26
selected a merger target and had not engaged in discussions with potential targets. Orlando
carried out this deceptive course of business as part of a scheme to allow him to reap the
financial benefit of the DWAC merger and avoid opposition from the SPAC A directors.
Orlando’s scheme continued through the spring of 2022, when he continued to mislead investors
through false statements and omissions in the Form S-4, which he signed.
108. While engaging in the conduct described above, Orlando acted knowingly or
recklessly.
109. By reason of the conduct described above, Orlando, directly or indirectly, violated
and, unless enjoined will again violate, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Section 17(a) of the Securities Act

110. The Commission realleges and incorporates by reference paragraphs 1 through
104, as though fully set forth herein.
111. By engaging in the conduct described above, Orlando, directly or indirectly, in
connection with the offer or sale of securities, by the use of means or instrumentalities of
interstate commerce, or of the mails, directly or indirectly: (i) employed devices, schemes, or
artifices to defraud; (ii) obtained money or property by means of any untrue statement of
material fact or any omission to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which they were made, not misleading; and/or (iii)
engaged in transactions, practices, or courses of business that operated or would operate as a
fraud or deceit upon the purchaser.
112. In the spring of 2021, Orlando engaged in deceptive conduct that would allow
him to acquire a controlling interest in DWAC and take it public as a SPAC, with the goal of

27
merging with TMTG. That conduct included, but was not limited to, the following: (1) he
discussed this plan with TMTG officials even though DWAC was still pre-IPO; (2) he then
entered into a letter of intent between himself, SPAC A, and TMTG that purported to link SPAC
A and TMTG but, in reality, allowed SPAC A to pursue other targets and gave him the ability to
bring DWAC to TMTG once its IPO was complete; (3) he orally informed certain investors who
possessed necessary capital that he intended to use DWAC to acquire and merge with TMTG;

and (4) he, along with the DWAC board, voted to direct DWAC to conduct preliminary
conversations with potential “target” companies in September 2021 without any intention of
moving forward, in part to conceal his preselection of TMTG. All the while, Orlando signed
multiple public filings that falsely stated, among other misrepresentations, that DWAC had not
selected a merger target and had not engaged in discussions with potential targets. Orlando
carried out this deceptive course of business as part of a scheme to allow him to reap the
financial benefit of the DWAC merger and avoid opposition from the SPAC A directors.
Orlando’s scheme continued through the spring of 2022, when he continued to mislead investors
through false statements and omissions in the Form S-4, which he signed.
113. While engaging in the conduct described above, Orlando acted knowingly,
recklessly, or negligently.
114. By reason of the conduct described above, Orlando, directly or indirectly, violated
and, unless enjoined will again violate, Securities Act Section 17(  a) [15 U.S.C. § 77q(a)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court grant the following
relief:
I.
Enter a Final Judgment permanently restraining and enjoining Defendant and his agents,

28
servants, employees and attorneys, and those persons in active concert or participation with him
who receive actual notice of the injunction by personal service or otherwise, and each of them,
from violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
II.
Enter a Final Judgment directing Defendant to disgorge, with prejudgment interest, all
illicit trading profits or other ill-gotten gains obtained by reason of the unlawful conduct alleged
in this Complaint pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15
U.S.C. § 78u(d)(3), (d)(5), and (d)(7)].
III.
Enter a Final Judgment directing Defendant to pay a civil monetary penalty pursuant to
Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Sections 21(d)(3) of the Exchange
Act [15 U.S.C. §§ 78u(d)(3)].
IV.
 Enter a Final Judgment permanently barring Defendant from acting as an officer or
director of any issuer that has a class of securities registered pursuant to Section 12 of the
Exchange Act [15 U.S.C. § 78l] and that is required to file reports under Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)] pursuant to Section 20(e) of the Securities Act [15 U.S.C. §
77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)].
V.
Grant such other and further relief as this Court may deem equitable and just.

29
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.

Dated: July 17, 2024

Respectfully submitted,

By: /s/ John B. Timmer_________
John B. Timmer (D.C . Bar No. 997309)
Andrew McFall ( D.C . Bar No. 497878)
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
(202) 551-7687 (Timmer)
(202) 551-5538 (McFall)
Email: [email protected]
Email: [email protected]

Attorneys for the Plaintiff

Of Counsel
Lindsay S. Moilanen

UNITED STATES DISTRICT COURT 

DISTRICT OF COLUMBIA 
 

 
SECURITIES AND EXCHANGE COMMISSION, 
100 F Street NE 
Washington, DC 20549 
     

Plaintiff, 
 v. 
 
PATRICK ORLANDO,  
 
    Defendant. 

 
 

1:24-CV-2097  
 
 

Complaint 
 
 
Jury Trial Demanded 
 

 

 
COMPLAINT 

 Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendant Patrick Orlando, alleges as follows: 

SUMMARY 
 

1. This case involves fraudulent conduct and materially false and misleading 

statements and omissions made by Patrick Orlando (“Orlando”), in his capacity as the Chief 

Executive Officer (“CEO”) and Chairman of Digital World Acquisition Corp. (“DWAC”), in 

filings made with the Commission. Through these publicly available filings, Orlando falsely 

represented that DWAC, a special purpose acquisition company (“SPAC”) that he controlled, did 

not intend to merge with any specific company and, indeed, had had no discussions or contacts 

with any potential merger targets. Orlando knew these statements were false because he had 

personally 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. 

Case 1:24-cv-02097   Document 1   Filed 07/17/24   Page 1 of 29



 2 

2. At the time of the relevant conduct, Orlando was the CEO and Chairman of 

DWAC and managing member of DWAC’s sponsor (“DWAC Sponsor”). In those roles, Orlando 

reviewed and signed the relevant filings at issue in this action. 

3. In February 2021, Orlando and others who later became involved with DWAC 

began extensive merger discussions with TMTG. Orlando initially pursued these discussions 

with TMTG on behalf of SPAC A, another SPAC he controlled.  

4. In the spring of 2021, Orlando planned and executed a scheme to use DWAC, 

which had not yet had its IPO, to pursue a merger with TMTG. Orlando discussed his scheme 

with at least one individual at TMTG. 

5. As part of this scheme, Orlando signed Forms S-1 in the spring and summer of 

2021 that falsely and misleadingly stated that DWAC had not selected any merger target or 

engaged in any substantive discussions with any merger target. These Forms S-1 were filed with 

the Commission on DWAC’s behalf. 

6. On September 8, 2021, DWAC completed an IPO, pursuant to which the 

company raised $287.5 million from the investing public. In support of its IPO, DWAC filed an 

amended Form S-1 with the Commission on or about August 31, 2021 (the “Final Form S-1”). 

Orlando signed the Final Form S-1. 

7. Among other defects, the Final Form S-1 contained material misrepresentations 

and omissions regarding DWAC’s conduct prior to its IPO. Specifically, the Final Form S-1 

falsely and misleadingly stated that: (a) neither DWAC nor its officers and directors had any 

discussions or contacts with any potential target companies prior to the IPO; and (b) that DWAC 

had not selected any specific business combination target. 

Case 1:24-cv-02097   Document 1   Filed 07/17/24   Page 2 of 29



 3 

8. In October 2021, DWAC announced an agreement to merge with TMTG. 

Following the disclosure of the planned merger and its target, the price of DWAC stock rose 

over 400% in a single day of trading.  

9. As a result of Orlando’s actions, DWAC’s spring and summer Forms S-1 and its 

Final Form S-1 were materially false and misleading.  

10. On May 16, 2022, Orlando signed, and DWAC filed, a Form S-4 regarding its 

planned merger with TMTG that continued to misrepresent the nature of the negotiations 

between DWAC and TMTG and to omit material facts.  

11. On July 20, 2023, the Commission instituted a settled cease-and-desist proceeding 

against DWAC, finding that DWAC violated Section 17(a)(2) of the Securities Act of 1933 

(“Securities Act”) and Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 

and Rule 10b-5(b) thereunder and, in addition to other remedies, imposing an $18 million civil 

penalty. On November 13, 2023, DWAC filed an amended Form S-4 that made disclosures 

consistent with the findings in the Commission’s published order instituting the settled cease-

and-desist proceeding. 

12. DWAC closed its merger with TMTG on March 25, 2024. The surviving entity 

renamed itself “Trump Media & Technology Group Corp.” and now trades under the ticker 

symbol “DJT.” This Complaint will solely refer to the entity names prior to the closing of the 

merger. 

13. As a result of the conduct alleged herein, Defendant violated, and unless 

restrained and enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 

77q(a)], Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5]. 

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 4 

14. The Commission seeks a permanent injunction against Defendant that enjoins him 

from engaging in the transactions, acts, practices, and courses of business alleged in this 

Complaint, disgorgement of all ill-gotten gains from the unlawful conduct set forth in this 

Complaint, together with prejudgment interest, civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)], an officer and director bar pursuant to Section 20(e) of the Securities Act [15 U.S.C. 

§ 77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], and such other relief 

as the Court may deem just and proper. 

JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d) and 

22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v] and Sections 21(d), 21(e), and 27 

of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

16. Venue lies in this Court pursuant to Section 22 of the Securities Act [15 U.S.C. 

§ 77v] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Certain of the acts, practices, 

transactions and courses of business alleged in this Complaint occurred within the District of 

Columbia, and were effected, directly or indirectly, by making use of means or instrumentalities 

of transportation or communication in interstate commerce, or the mails. Specifically, Orlando 

signed at least four different documents containing the misrepresentations at issue, all of which 

were filed with the SEC, an agency headquartered in this judicial district. Additionally, records 

indicate that at least one investor located in Washington, D.C., sold shares of DWAC prior to the 

October disclosure of the merger agreement, presumably without the benefit of the information 

that Orlando concealed from investors and the market. 

17. Orlando, directly and indirectly, made use of means or instruments of 

transportation or communication in interstate commerce, or of the mails, or of any facility of a 

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 5 

national securities exchange in connection with the acts, practices, and courses of conduct 

alleged herein. 

BACKGROUND AND TERMINOLOGY 

18. A SPAC sponsor is the management team primarily responsible for establishing 

and launching the SPAC. After a SPAC is launched, it is managed by a board of directors and 

management. 

19. A SPAC has no underlying business operations. The SPAC sponsor creates the 

SPAC to raise capital through an IPO for the purpose of using the proceeds to later acquire an 

unidentified private operating company, within a specified period (typically two years). 

20. Once it has raised funds through an IPO, a SPAC will seek to identify acquisition 

candidates and attempt to complete a business combination transaction, after which the company 

will continue the operations of the acquired company as a public company. Although the post-

IPO SPAC is technically led by a new board of directors and management, these roles are often 

filled by the leaders of the SPAC’s sponsor. Thus, investors in a SPAC at the IPO stage rely on 

the management team that formed the sponsor to expend efforts after the IPO to identify and 

acquire or combine with a private operating company.  

21. Given that the purpose of a SPAC is to identify and acquire an operating business 

after conducting its IPO, a reasonable SPAC investor would want to know about the SPAC’s 

future acquisition targets and steps the SPAC has taken in furtherance of a particular acquisition.  

22. Generally, in a SPAC IPO, investors purchase units. A unit is a security that is 

typically redeemable for one share of common stock and a fraction of a warrant. A warrant gives 

the holder the right to purchase a certain number of shares of the SPAC’s common stock at a 

specific price on a future date.  

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 6 

23. The SPAC sponsor typically is compensated through its ability to buy the SPAC’s 

securities (typically called “founder’s shares”) for nominal consideration at or around the time of 

the SPAC’s formation. These founder’s shares convert into the SPAC’s common stock when the 

SPAC completes its acquisition of the private operating company, giving the sponsor a 

significant ownership interest (typically 20% of the common stock) in the SPAC – provided that 

the SPAC completes the business combination. Sponsors also frequently buy additional 

securities (usually units or warrants) at the time of the IPO. Unlike securities bought by investors 

in a SPAC IPO, the securities purchased by a sponsor are not redeemable for cash and are subject 

to forfeit in the event the SPAC fails to complete a business transaction. Moreover, the sponsor’s 

securities usually have restrictions that prevent resale until after completion of a SPAC’s 

business combination. 

DEFENDANT 

24. Patrick Orlando, age 52, is a resident of Miami, Florida. At the time of the 

relevant conduct, Orlando was the CEO and Chairman of DWAC. He owns a significant 

percentage of, and at the time of the relevant conduct was the managing member of, DWAC’s 

sponsor (“DWAC Sponsor”). Orlando also was the CEO and Chairman of SPAC A (see infra ¶ 

2) and the managing member of SPAC A’s sponsor until SPAC A was unwound in late October 

2022. Orlando is also involved with several other SPACs. In addition, Orlando currently is (and, 

at the time of the relevant conduct, was) a registered representative of a broker-dealer registered 

with the Commission. 

RELATED PARTIES AND ENTITIES 

25. DWAC, a Delaware corporation based in Miami, Florida, was a SPAC. DWAC 

had no operations of its own and existed for the purpose of merging with a privately held 

company to, in effect, take that company public. On September 8, 2021, DWAC completed an 

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 7 

IPO of 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of $287.5 

million, which were held in trust for the benefit of shareholders until completion of a business 

combination. DWAC had securities that traded on the NASDAQ Global Market under the ticker 

symbols DWACU (units), DWACW (warrants) and DWAC (common stock). 

26. TMTG is a Delaware corporation with its principal place of business in Sarasota, 

Florida. TMTG operates a social media platform. On October 20, 2021, DWAC and TMTG 

entered into a definitive merger agreement, which was subsequently amended several times. 

TMTG was initially named Trump Media Group, and accordingly, some documents refer to it as 

“TMG” instead of TMTG. TMTG closed its merger with DWAC on March 25, 2024. The 

surviving entity renamed itself “Trump Media & Technology Group Corp.” and now trades 

under the ticker symbol “DJT.” 

27. DWAC Sponsor is a Delaware corporation based in Miami, Florida. DWAC 

Sponsor initially invested $25,000 in DWAC in exchange for 8,625,000 Class B shares of 

DWAC stock (the “DWAC founder shares”). At the time of DWAC’s IPO, DWAC Sponsor 

invested an additional $11,334,840 in exchange for 1,133,484 DWAC units. 

28. SPAC A was a Delaware corporation with its principal place of business in 

Miami, Florida. SPAC A had its IPO on January 5, 2021, during which it raised $115 million 

(less than half of what DWAC raised). In October 2022, SPAC A dissolved and delisted its 

securities. Orlando was the CEO and Chairman of SPAC A and the managing member of the 

SPAC A sponsor during the relevant period. 

29. Investment Bank is an investment bank based in Shanghai, China that describes 

itself as a leading advisor in the SPAC market in the United States. Investment Bank was a 

financial advisor to DWAC and SPAC A and had ownership interests in DWAC Sponsor and 

SPAC A’s sponsor. 

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 8 

30. Individual X was a DWAC Director and investor in the sponsors of both SPAC A 

and DWAC. Individual X held no formal management role with respect to SPAC A. 

FACTS 

A. Orlando’s Initial Interactions With TMTG 

31. TMTG was incorporated on approximately February 8, 2021. Its founders 

intended to use the company to create a social media platform, among other business lines. From 

the time of TMTG’s formation, its founders intended for it to become a public company by 

seeking to be acquired by a SPAC. 

32. In mid-February 2021, a representative of TMTG approached Orlando regarding a 

potential deal between SPAC A and TMTG. About a week later, Orlando and Individual X met 

in person with TMTG representatives. 

33. A few weeks after the initial contact, SPAC A and TMTG signed a non-exclusive 

letter of intent to explore a potential merger between the two companies. The letter was then 

extended to last through April 5, 2021. Orlando negotiated and signed that letter on behalf of 

SPAC A.  

34. As the non-exclusive letter of intent neared its expiration date, TMTG and SPAC 

A discussed signing a mutually exclusive letter of intent. Two directors and one officer of SPAC 

A opposed pursuing a merger with TMTG. SPAC A ultimately did not sign that mutually 

exclusive letter of intent. 

35. On or about April 8, 2021, discussions between SPAC A and TMTG paused, and 

Orlando began exploring two plans to pursue a merger with TMTG, which he called “Plan A” 

and “Plan B.”  

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36. “Plan A” referred to continued efforts to find a way for SPAC A to merge with 

TMTG. For example, Orlando discussed options to replace the SPAC A officials who were 

opposed to a transaction with TMTG.  

37. “Plan B” referred to Orlando’s attempt to identify an alternative SPAC to pursue a 

merger with TMTG. Orlando considered several SPACs with ties to Investment Bank that could 

be used for “Plan B.” Orlando started raising capital from investors to purchase an ownership 

interest in the sponsor of one of those SPACs. One of SPAC A’s directors invested in this effort. 

In a communication with Orlando, both the director and Orlando referred to this as an investment 

in “the Trump SPAC.” That SPAC A director later became a DWAC director and, in June 2021, 

rolled his investment into the purchase of DWAC Sponsor shares. 

38. As part of Plan B, on April 9, 2021, a representative of Investment Bank wrote an 

email to Orlando stating: “DWAC could be a solution for Trump.” At the time, Investment Bank 

had a majority interest in DWAC Sponsor (which was still pre-IPO), and Orlando had no 

ownership interest in DWAC Sponsor or role with DWAC. Investment Bank had worked with 

others to incorporate DWAC Sponsor and DWAC in December 2020. 

39. On April 14, 2021, Orlando had two meetings with representatives of TMTG. 

During the first meeting, Orlando told the TMTG executives that SPAC A was not available to 

pursue a merger with TMTG because of opposition from at least one SPAC A officer or director. 

Orlando then suggested to TMTG’s representatives that if SPAC A could not pursue a merger 

with TMTG there could be a Plan B, i.e., that Orlando would try to identify another vehicle to 

potentially pursue a merger with TMTG.  

40. Shortly after that first meeting, TMTG representatives asked Orlando to meet 

them again. In that second meeting, a TMTG executive said that they could only discuss other 

merger options after those companies were public. Orlando acknowledged that those are “the 

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rules we have to play by,” that they “have to be very smart,” but that “obviously we can talk 

hypothetically about if there were another vehicle.” 

41. Later that day, Orlando exchanged messages with a representative of Investment 

Bank and wrote, “Met with TMG today.” The Investment Bank representative asked, “How was 

it?” Orlando replied, “Was fabulous,[. . . ] wonderful then once I left all went sideways. Better to 

jump on the phone and discuss. . . . I had a clear strategy – got a little complicated.” 

42. On April 18, 2021, four days later, a representative of Investment Bank sent a 

message to Orlando and wrote, “We do Trump one way or other. Now let’s sign up Trump. 

That’s the way to get the most $$$. Anyhow, we’ll figure it out. Opciones hay.” The last 

sentence of the message roughly translates to “There are options.” Orlando responded, “Yes. 

Done this week.”  

43. Also on April 18, 2021, Orlando exchanged messages with Individual X and 

referred to a meeting scheduled for April 20, 2021 at the offices of TMTG’s outside counsel. 

Individual X wrote, “We will get this done!” Orlando responded, “It is done. Just need to keep 

the black swan out of the picture.” The “black swan” was a reference to one of the SPAC A 

officers who opposed a deal with TMTG. 

B. Orlando Took Control of DWAC and Resumed Merger Discussions With TMTG 

44. On or about April 24, 2021, Investment Bank told Orlando that he had an 

opportunity to obtain substantial control over DWAC. A few days later, on April 28, Orlando 

signed a letter of intent with Investment Bank under which he would obtain 90% ownership of 

DWAC Sponsor. Orlando met with TMTG’s representatives on April 29 and continued 

discussions with TMTG about a potential merger shortly thereafter. 

45. On May 2, 2021, a TMTG representative texted a second TMTG representative, 

“Good news . . . Patrick called [TMTG’s outside counsel] yesterday. . . . The LOI with our other 

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group scared them so they want to try to lock us up . . . so this week [TMTG’s outside counsel] is 

going to try to get us a tieup with SPAC A and a big breakup fee.” The other TMTG 

representative responded, “Wow. Wonder if it is that or if they are less confident about raising 

funds for Plan B?” 

46. On May 4, 2021, TMTG’s outside counsel emailed Orlando and others a draft 

letter of intent that contemplated a merger between SPAC A and TMTG. That draft contained a 

break-up fee clause that would have held Orlando and Individual X personally liable for a $5 

million fee if SPAC A did not consummate a merger agreement with TMTG. Notably, however, 

the draft also contained an exception: the fee would not be owed if Orlando and/or Individual X 

“should propose to [TMTG] an alternative special purpose acquisition corporation with 

combination terms that are acceptable to [TMTG].” 

47. On May 8, 2021, Orlando exchanged messages with representatives of Investment 

Bank. The message group name, which appears to have been coined by Orlando, was, “Get it 

done one way or another.” Orlando shared with the message group a spreadsheet that presented 

different merger scenarios for TMTG and another target under consideration. One of the 

scenarios was “47-DWAC” and “[other target]-[SPAC A].” According to Orlando, the number 

“47” is a reference to TMTG. The spreadsheet listed the cons for this transaction as, “Timing, 

can’t happen, 47 too” and listed the pros as “Great $.” Orlando wrote to the group, “[O]ptimal 

combination is clearly [SPAC A]-[other target] or another good target and DWAC-47 . . . how 

do we make that happen.” A representative of Investment Bank responded, “Yes absolutely, 

that’s the best. It’s just time. Get enough time to get DWAC to mkt.” 

48. On May 14, 2021, Investment Bank and Orlando executed several agreements by 

which Investment Bank transferred a 90% ownership interest in DWAC Sponsor to Orlando. 

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Orlando was appointed CEO and Chairman of DWAC around this same time. These two actions 

gave Orlando effective control over DWAC. 

49. On the night of May 25, 2021, DWAC filed an initial Form S-1 (the “May Form 

S-1”). The May Form S-1 was reviewed and signed by Orlando and included two additional 

nominee directors to DWAC’s Board. Both of those new DWAC directors were also SPAC A 

directors who had been supportive of a transaction between SPAC A and TMTG. 

50. The May Form S-1 also identified a CFO for DWAC. Before being named 

DWAC’s CFO, that person had communicated with Orlando and Individual X about TMTG in 

connection with SPAC A. Records of the DWAC CFO’s communications suggest that he hoped 

to create a Latin American version of TMTG. The SPAC A directors and officer who had 

opposed a transaction with TMTG did not assume any role with DWAC. 

51. The Form S-1 contained several statements about the state of discussions between 

DWAC and potential targets. For example, it included the following statement: 

We have not selected any specific business combination target and we have not, 
nor has anyone on our behalf, engaged in any substantive discussions, directly or 
indirectly, with any business combination target with respect to an initial business 
combination with us. 
 
52. The statement described in the prior paragraph was misleading because when 

Orlando took over DWAC, he intended it to be the vehicle to pursue a merger with TMTG, 

because Orlando had been in discussions with TMTG for several months, and because Orlando 

had discussed Plan B with representatives of TMTG. The statements were material because 

investors in DWAC would have wanted to know that DWAC was not the “blank check” 

company it professed to be, but rather a company with a specific goal (to acquire and merge with 

TMTG) that had already taken steps toward accomplishing that goal.  

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53. Given the operation of the SEC’s document filing system, the May Form S-1 

became publicly visible on the morning of May 26, 2021.  

54. On May 26, 2021, an entity was incorporated in New Mexico. That entity entered 

into an agreement to invest in DWAC Sponsor on May 29, 2021. TMTG’s external counsel 

signed that agreement as the “authorized representative” for the New Mexico entity. Orlando 

counter-signed this May 29 agreement. 

55. On May 30, 2021, Orlando, Individual X, DWAC’s in-house counsel, one of the 

TMTG founders, and TMTG’s external counsel met at Individual X’s home to engage in 

“brainstorming sessions.” A video of this event shows that, during the meeting, they called 

DWAC’s CFO. In the video, Orlando thanked everyone for figuring out “how to get this done.” 

The TMTG representative thanked the DWAC executive on the phone and said that the DWAC 

executive would be a “big part of this.”  

56. On May 31, 2021, an individual who helped raise funds for DWAC Sponsor sent 

a WhatsApp message to Orlando and a potential investor and wrote, “I just got off the phone 

with Patrick and he is officially moving forward with the TMG deal. It’s now game time to start 

teeing up investor calls and showing Patrick what we can bring to the table.” The potential 

investor responded and asked, “Is there any brochure ready for the TMG SPAC?” Orlando 

responded, “There is no TMG SPAC. There is a SPAC and I have a great relationship with 

TMG. I believe with extremely high confidence that TMG will [end] up in one of my SPACs. 

Better I explain in person.” 

C. The June 4 LOI and Break-Up Fee Clause 

57. By at least June 1, 2021, Orlando made plans with TMTG to sign a unilaterally 

exclusive letter of intent between SPAC A and TMTG on Friday, June 4, 2021. The June 4 LOI 

would prevent TMTG from negotiating with any other acquirers but would not require SPAC A 

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to be exclusive to TMTG. At that time, the SPAC A officer and two SPAC A directors that 

opposed pursuing a transaction with TMTG had not dropped their opposition to such a 

transaction. 

58. On June 1, 2021, Orlando communicated with an individual who was a director of 

both SPAC A and DWAC and who planned to attend the letter of intent signing event, texting: “I 

want Trump to meet the SPAC A AND DWAC team.” 

59. On June 3, 2021, Individual X, who had hosted the May 30 meeting with TMTG, 

wrote to a TMTG representative and stated, “My apologies, but I will not be able to join this 

coming Friday. If you think it makes sense for [DWAC’s CFO] and I to say a few words to the 

47th, we will be ready and at his disposal.” Individual X and the DWAC CFO had no formal role 

with SPAC A.  

60. On June 4, 2021, SPAC A, TMTG, and Orlando (in his personal capacity and on 

behalf of SPAC A) signed the unilaterally exclusive letter of intent (the “June 4 LOI”) 

expressing intent to pursue a merger between SPAC A and TMTG.  

61. The June 4 LOI included a break-up fee clause under which Orlando would be 

personally liable to pay a $1 million break-up fee if SPAC A and TMTG did not enter an 

acquisition agreement by August 6, 2021 (the “Break-Up Fee Clause”). The Break-Up Fee 

Clause contained several exceptions, including that Orlando would owe no break-up fee if he 

“should propose to the Company [TMTG] an alternative special purpose acquisition corporation 

with combination terms that are acceptable to the Company (in its sole and absolute discretion) 

and such terms are ultimately accepted by the Company.” The parties signed several extensions 

to the June 4 LOI over the summer of 2021, the last of which was signed on or about August 27, 

2021. The extensions collectively extended the trigger date for the Break-Up Fee Clause from 

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August 6, 2021 to October 2, 2021 and the exclusivity period from September 2, 2021 to October 

2, 2021. 

62. After the signing of the June 4 LOI, Orlando met with a representative of TMTG. 

During this meeting, they discussed, among other things, potential logos and names for the future 

public company. 

D. Orlando Contemplated a DWAC Merger With TMTG 

63. Within days of signing the June 4 LOI, Orlando communicated with various 

people regarding his desire to use DWAC as the vehicle to complete a merger with TMTG. On 

June 7, 2021, Orlando received a text from an individual who was a director for both SPAC A 

and DWAC, stating: “I still don’t know why you are switching it out of [SPAC A] other than you 

will make more money. I think using [SPAC A] to grab the deal knowing you are going to move 

it is very problematic.” Orlando responded: “DWAC is better and will make the project clear 

[sic] more successful.” 

64. As noted in the director’s text message, Orlando stood to “make more money” if 

DWAC merged with TMTG than if SPAC A did because Orlando owned a substantial 

percentage of DWAC Sponsor, a position that was significantly larger than his ownership 

interest in SPAC A’s sponsor.  

65. On June 7, 2021, Orlando exchanged messages with representatives of Investment 

Bank. Orlando wrote, “Let's make DWAC great. I gave [T]rump a [SPAC A] tombstone. I will 

[g]ive him a DWAC ONE THE SIZE OF A GOLF CART!!” In the financial industry, a 

“tombstone” is a notice that is used to formally announce a transaction, such as an IPO. At the 

LOI signing event on June 4, 2021, Orlando gave TMTG representatives a commemorative 

plaque tombstone related to SPAC A’s IPO. 

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66. On June 8, 2021, Orlando exchanged additional messages with representatives of 

Investment Bank. Orlando sent a picture from the June 4 LOI signing event and wrote, “You 

have no idea!! I worked thousands of hours to get this,” and, “It’s ours wherever we want. Let’s 

make it DWAC.” Orlando also wrote, “[T]hey exclusive to us, us not to them so earlier of AUG 

6 or 14 days after DWAC IPO so we move TMTG there and close [other target] [SPAC A]. [sic] 

It’s crazy but let me try!!” 

67. In yet another message regarding the other target company for SPAC A, Orlando 

explained to an Investment Bank executive, “[C]an’t do a deal until earlier [of] aug 6 or another 

target switching SPACs.” The Investment Bank executive asked, “Why the August 6th date? It’s 

basically enough time to IPO DWAC, right?” Orlando replied, “Read Trump LOI.” As discussed 

above, the June 4 LOI required Orlando to pay a $1 million Break-Up Fee if there was not a 

merger by August 6. 

68. On June 9, 2021, Orlando emailed a DWAC representative a financial analysis 

that modeled the value of DWAC Sponsor’s shares of DWAC if DWAC were to merge with 

TMTG at approximately $375 million.  

69. On June 11, 2021, DWAC’s in-house counsel emailed Orlando and wrote, “I 

think the digital world logo can be a little bit more fun. Maybe we can use [TMTG 

representative]’s logo idea for the digital world logo and that may entice him even more to make 

the switch.” 

70. By contrast, Orlando’s communications with Investment Bank regarding SPAC A 

during the summer of 2021 predominantly related to SPAC A’s evaluation of other acquisition 

targets. 

  

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E. Orlando Had Discussions With TMTG About a Merger With DWAC  
  

71. In the spring and summer of 2021, Orlando met and talked with representatives of 

TMTG about a merger with DWAC. 

72. In addition to the April 14 conversation between Orlando and TMTG 

representatives in which Orlando acknowledged that he could not talk with TMTG about a 

merger involving a pre-IPO company, see supra ¶¶ 39-41, Orlando had an email exchange in late 

June with potential investors in DWAC Sponsor, in which he made similar disclaimers. One of 

those investors wrote that he had “discussed with Patrick a ROFR on future payment processing 

needs for the Trump Media Group.” Orlando responded: 

For clarity, we really like TMG, but there is absolutely no guarantee that we will 
close that deal or any other. TMG is just one of many companies in our pipeline of 
deals but we have had no substantive discussions with TMG with respect to DWAC 
as we can’t until after the IPO. We are a SPAC and cannot guarantee we will 
combine with anyone because no deal can be made until after IPO. 
 
73. Despite having this understanding, Orlando had discussions with at least one 

TMTG representative about a potential merger with DWAC prior to DWAC’s IPO. 

74. Orlando, DWAC’s in-house counsel, and Individual X participated in more than 

100 phone calls with representatives from TMTG and TMTG’s outside counsel from the time 

DWAC filed the Form S-1 on May 25, 2021 through September 2, 2021, which was the day 

before the commencement of DWAC’s IPO. Orlando told at least one TMTG representative 

(specifically, TMTG’s outside counsel) during the summer of 2021 of the possibility of using 

DWAC as the vehicle to complete a merger with TMTG. 

75. During the same time, Orlando raised funds from numerous individuals who made 

investments in DWAC Sponsor. Orlando informed some of those investors that DWAC viewed 

TMTG as one potential merger target and a very promising opportunity.  

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76. Orlando also signed “consulting agreements” with some individuals that, in 

addition to other terms, contemplated rewarding those individuals with shares for helping 

Orlando raise funds for DWAC Sponsor. On June 5, 2021, TMTG’s outside attorney signed one 

such agreement on behalf of the New Mexico company that had been formed on May 26. See 

supra ¶ 54. This link between DWAC’s sponsor and TMTG’s outside attorney is further 

evidence that Orlando had discussed a DWAC/TMTG combination with highly placed 

individuals at TMTG in the spring and early summer of 2021.  

77. TMTG’s outside counsel was copied on some emails from an existing DWAC 

investor to prospective investors. The emails referred to “one major standout [target company] 

which makes this SPAC opportunity even greater” and noted that after signing a confidentiality 

agreement, potential investors could participate in “a call with Patrick’s team, and [TMTG’s 

outside counsel] on the possible SPAC acquisition to understand the uniqueness of this possible 

opportunity.” 

78. On July 8, 2021, DWAC filed an amended Form S-1 (the “July Form S-1”) 

increasing its planned offering from $100 million to $300 million and announcing the addition of 

Individual X and two other individuals as directors. Individual X had been involved with 

Orlando in discussions with TMTG since discussions between SPAC A and TMTG began in 

February 2021. 

79. The July Form S-1 contained several of the same material misstatements that 

appeared in the May Form S-1. Orlando reviewed and signed the July Form S-1.  

80. Two days before this filing, Individual X sent a WhatsApp message to DWAC’s 

CFO and wrote: “AVANTE! Vamos fazer historia com a DWAC + TMG,” which roughly 

translates to “Onward! Let’s make history with DWAC + TMG.”  

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81. Orlando travelled to TMTG’s offices on July 8 and spent the entire day there. 

After Orlando left, a representative of TMTG sent a message to Orlando stating, “Today was a 

big day for TMG and a huge step for our team to be able to meet and spend time with you. Thank 

you so much for making the trip.” 

82. Individuals at TMTG were aware that Orlando hoped to use DWAC to pursue a 

merger with TMTG. For example, on July 15, 2021, a TMTG executive emailed himself an 

audio recording in which he made mental notes to himself, including, “For [another TMTG 

executive], TMTG ticker symbol. Tell him about that. . . . The merger agreement arrived. Also 

potentially flipping it to another SPAC.” 

83. On August 11, 2021, DWAC’s CFO sent a message to Individual X and asked, 

“Tudo certo para semana que vem?”, which roughly translates to “Everything OK for next 

week?” Minutes after that, Individual X sent a message to a TMTG executive and wrote, “Are 

we set to meet in Atlanta next week?” Individual X then called that TMTG executive and spoke 

for several minutes. A few hours later, Individual X replied to DWAC’s CFO and wrote, “TMG 

pede para confirmar o encontro depois do IPO,” which roughly translates to, “TMG is asking to 

confirm the meeting after the IPO,” referring to DWAC’s IPO scheduled for September.  

84. On August 18, 2021, a TMTG representative emailed himself and wrote, 

“Everything is lined up. Platform is weeks away. Backed by $300 million in cash. Billions of 

stock. Press conference video is ready. Only thing missing is license Agreement.” At the time, 

TMTG was in the process of renegotiating a licensing agreement. Also, at the time, SPAC A had 

approximately $115 million in its trust account. As mentioned above, DWAC had filed a Form 

S-1/A on July 8, 2021 announcing that it planned to do a $300 million IPO.  

85. On August 28, 2021, Orlando received a text from a DWAC representative that 

read, “Talked to [TMTG’s outside counsel]. TMTG wants to announce soon so if it’s plan B, 

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 20 

they’re going to push hard for relative immediate announcement. I told them we’d need a month. 

Probably gonna settle at 2-3 weeks.” 

F. DWAC’s Form S-1 Contained Material Misrepresentations 

86. On August 31, 2021, three days prior to the commencement of its IPO, DWAC 

filed another amended Form S-1 (the “Final Form S-1”) that Orlando reviewed and signed. The 

Final Form S-1 contained several material misrepresentations about discussions between DWAC 

and potential targets, including the following: 

To date, our efforts have been limited to organizational activities as well as 
activities related to this offering. We have not selected any specific business 
combination target and we have not, nor has anyone on our behalf, engaged in any 
substantive discussions, directly or indirectly, with any business combination target 
with respect to an initial business combination with us. 
 
87. The Final Form S-1 also contained the following statement regarding DWAC’s 

contact with potential targets: 

We have not, nor has anyone on our behalf, initiated any substantive discussions, 
directly or indirectly, with any business combination target. From the period 
commencing with our formation through the date of this prospectus, there have 
been no communications or discussions between any of our officers, directors or 
our sponsor and any of their potential contacts or relationships regarding a potential 
initial business combination. Additionally, we have not engaged or retained any 
agent or other representative to identify or locate any suitable acquisition candidate, 
to conduct any research or take any measures, directly or indirectly, to locate or 
contact a target business. However, we may contact such targets subsequent to the 
closing of this offering if we become aware that such targets are interested in a 
potential initial business combination with us and such transaction would be 
attractive to our stockholders. Accordingly, there is no current basis for investors 
in this offering to evaluate the possible merits or risks of the target business with 
which we may ultimately complete our initial business combination. 
 
88. The Final Form S-1 also contained the following statement regarding DWAC’s 

contact with potential targets: 

We have not contacted any of the prospective target businesses that [SPAC A and 
another SPAC controlled by Orlando] had considered and rejected. We do not 
currently intend to contact any of such targets; however, we may do so in the future 
if we become aware that the valuations, operations, profits or prospects of such 

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 21 

target business, or the benefits of any potential transaction with such target 
business, would be attractive. 
 
89. Certain statements in the preceding paragraphs were false or misleading because, 

among other things: (a) Orlando assumed control of DWAC in May 2021 envisioning that it 

could be used to pursue a merger with TMTG; (b) Orlando told at least one TMTG 

representative during the summer of 2021 of the possibility of using DWAC to complete a 

merger with TMTG; (c) it appears that TMTG’s outside attorney was being paid to find investors 

for DWAC’s sponsor in June 2021; (d) the discussions between SPAC A and TMTG had ceased 

before DWAC’s IPO; and (e) Orlando and others at DWAC had selected TMTG as DWAC’s 

preferred target prior to its IPO. 

90. The misstatements described above were material to investors because SPAC 

investors base their investment decisions on a SPAC’s disclosures about discussions with 

potential targets. This information is particularly important because the purpose of a SPAC is to 

identify and acquire an operating business. 

91. DWAC’s IPO commenced on September 3, 2021 and closed on September 8, 

2021. DWAC sold 28,750,000 units at a price of $10.00 per unit, generating gross proceeds of 

$287.5 million, which were held in trust for the benefit of shareholders until the completion of 

the business combination in March 2024. 

92. DWAC filed a prospectus on September 8, 2021 that included the same 

misrepresentations described above. 

G. DWAC’s Post-IPO Negotiations With TMTG 

93. On the day that DWAC’s IPO closed, DWAC sent TMTG (and other companies) 

a draft nondisclosure agreement. On September 13, 2021, five days after the DWAC IPO had 

closed, DWAC and TMTG signed the nondisclosure agreement. TMTG’s outside counsel 

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emailed DWAC’s in-house counsel a draft of a mutually exclusive letter of intent the next day. 

Two days later, on September 15, 2021, DWAC began coordinating an in-person event to sign 

the letter of intent on September 22, 2021 and started discussing TMTG’s hope to do a press 

announcement by the end of September 2021. On September 18, 2021, TMTG’s counsel emailed 

a SPAC A representative a draft agreement to terminate the June 4 LOI and release Orlando from 

the Break-Up Fee clause. 

94. On September 21, 2021, DWAC’s Board (including Orlando) met and voted to 

“follow up/negotiate and execute LOIs with TMG” and two other purported potential targets 

(one of which was “Target B”). As mentioned above, DWAC in-house counsel, working with 

Orlando, was already in the process of negotiating a letter of intent with TMTG and had already 

scheduled a signing event, a fact that Orlando knew. 

95. DWAC representatives had previously sent Target B an NDA on September 8, 

2021. A representative of Target B responded on September 9 and wrote: “Given [Target B’s] 

transaction objectives and timing of requested indications of interest next week, it may make 

sense for our team to reach out to you with any future opportunities that arise rather than this 

particular target.” DWAC later disclosed this fact in its Form S-4 filed February 14, 2024, which 

stated:  

DWAC sent an NDA to Target B, an American pet care company that offers a 
technology platform to enable on-demand and scheduled dog-walking, training, 
and other pet care related services. However, Target B informed Digital World 
that it was in advanced discussions with other groups and did not want to pursue 
separate SPAC discussions with Digital World at that time. 
 
96. The discussions about Target B at the September 21 board meeting appear to have 

been pretextual because Target B was not, in fact, an acquisition option for DWAC. 

97. During the September 21 board meeting, DWAC’s directors also purportedly 

discussed the merits of four other potential merger targets. One of those targets was “Target G.” 

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DWAC sent Target G an NDA on September 8, 2021. A representative of Target G responded on 

September 9: “We’re currently under exclusivity with a potential buyer for [Target G]. We’ll 

reach out if the situation changes.” In its February 14, 2024 Form S-4, DWAC disclosed: “Target 

G, a defense contractor and arms manufacturer, was sent an NDA; however, Digital World was 

informed that Target G was under exclusivity with another SPAC at the time and could not 

engage in conversations until after that exclusivity period expired.” 

98. The discussions about Target G at the September 21 board meeting appear to have 

been pretextual because Target G was not, in fact, an acquisition option for DWAC. 

99. A third potential “target” discussed at the September 21 board meeting was 

“Target I.” Target I did not even sign an NDA with DWAC until the evening of September 21.  

100. On September 22, 2021, DWAC’s Board (including Orlando) formally approved 

the signing of a letter of intent with TMTG. That same day, Orlando met with representatives 

from TMTG and signed a mutually exclusive letter of intent between DWAC and TMTG. Also 

on that same day, Orlando (on behalf of SPAC A) and TMTG signed a termination agreement 

ending the June 4 LOI and freeing Orlando from the $1 million Break-Up Fee Clause under the 

June 4 LOI. That letter was backdated to be effective as of September 1, 2021. 

101. On October 19, 2021, DWAC’s Board (including Orlando) approved the signing 

of a definitive merger agreement with TMTG. DWAC and TMTG signed the definitive merger 

agreement on October 20, 2021, and it was announced on social media after the market close that 

day. DWAC filed a Form 8-K regarding the deal late on October 20, 2021, and the filing was 

publicly available on EDGAR at approximately 6 a.m. on October 21, 2021.  

102. DWAC’s common stock closed at $9.96 on October 20, 2021. On October 21, 

2021, it closed at $45.50, up more than 400% from the prior day’s closing price. 

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103. On May 16, 2022, DWAC filed a Form S-4 regarding its planned merger with 

TMTG. DWAC’s Form S-4, which Orlando reviewed and signed, continued to misrepresent the 

nature of the negotiations between DWAC and TMTG and to omit material facts. For example, 

DWAC’s Form S-4: 

a. Disclosed that the June 4, 2021 LOI between SPAC A and TMTG was terminated 

effective September 1, 2021, but did not disclose that the termination agreement 

was executed, and accordingly Orlando was released from the Break-Up Fee 

Clause, on September 22, 2021, the same day that Orlando met with TMTG and 

executed the letter of intent between DWAC and TMTG. 

b. Described the timeline of interactions between DWAC and TMTG as starting 

only after DWAC completed its IPO on September 8, 2021. As discussed above 

in detail, Orlando had numerous interactions with TMTG prior to DWAC’s IPO. 

DWAC also did not disclose that Orlando assumed control of DWAC in spring 

2021 envisioning it as a potential vehicle to close a deal with TMTG or that 

Orlando told investors in DWAC Sponsor that TMTG was one possible merger 

target for DWAC in the summer of 2021. 

104. On July 20, 2023, the Commission instituted a settled cease-and-desist proceeding 

against DWAC, finding that DWAC violated Section 17(a)(2) of the Securities Act and Section 

10(b) of the Exchange Act and Rule 10b-5(b) thereunder and, in addition to other remedies, 

imposing a civil penalty of $18 million. The settlement also imposed an undertaking on DWAC, 

requiring any amended Form S-4 to be materially complete, accurate, and consistent with the 

findings in the Commission’s order. On November 23, 2023, pursuant to the undertaking, 

DWAC filed an amended Form S-4 incorporating many of the Commission’s findings. 

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FIRST CLAIM FOR RELIEF 
Violations of Section 10(b) of the Exchange Act 

and Rule 10b-5 Thereunder  
 

105. The Commission realleges and incorporates by reference paragraphs 1 through 

104, as though fully set forth herein. 

106. By engaging in the conduct described above, Patrick Orlando, in connection with 

the purchase or sale of securities, by the use of means or instrumentalities of interstate 

commerce, or of the mails, or of the facilities of a national securities exchange, directly or 

indirectly, knowingly or recklessly (a) used or employed devices, schemes, or artifices to 

defraud; (b) made untrue statements of material fact or omitted to state material facts necessary 

in order to make the statements made, in the light of the circumstances under which they were 

made, not misleading; and (c) engaged in acts, practices, or courses of business which operated 

or would operate as a fraud or deceit upon other persons. 

107. In the spring of 2021, Orlando engaged in deceptive conduct that would allow 

him to acquire a controlling interest in DWAC and take it public as a SPAC, with the goal of 

merging with TMTG. That conduct included, but was not limited to, the following: (1) he 

discussed this plan with TMTG officials even though DWAC was still pre-IPO; (2) he then 

entered into a letter of intent between himself, SPAC A, and TMTG that purported to link SPAC 

A and TMTG but, in reality, allowed SPAC A to pursue other targets and gave him the ability to 

bring DWAC to TMTG once its IPO was complete; (3) he orally informed certain investors who 

possessed necessary capital that he intended to use DWAC to acquire and merge with TMTG; 

and (4) he, along with the DWAC board, voted to direct DWAC to conduct preliminary 

conversations with potential “target” companies in September 2021 without any intention of 

moving forward, in part to conceal his preselection of TMTG. All the while, Orlando signed 

multiple public filings that falsely stated, among other misrepresentations, that DWAC had not 

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selected a merger target and had not engaged in discussions with potential targets. Orlando 

carried out this deceptive course of business as part of a scheme to allow him to reap the 

financial benefit of the DWAC merger and avoid opposition from the SPAC A directors. 

Orlando’s scheme continued through the spring of 2022, when he continued to mislead investors 

through false statements and omissions in the Form S-4, which he signed. 

108. While engaging in the conduct described above, Orlando acted knowingly or 

recklessly. 

109. By reason of the conduct described above, Orlando, directly or indirectly, violated 

and, unless enjoined will again violate, Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 
Violations of Section 17(a) of the Securities Act 

 
110. The Commission realleges and incorporates by reference paragraphs 1 through 

104, as though fully set forth herein. 

111. By engaging in the conduct described above, Orlando, directly or indirectly, in 

connection with the offer or sale of securities, by the use of means or instrumentalities of 

interstate commerce, or of the mails, directly or indirectly: (i) employed devices, schemes, or 

artifices to defraud; (ii) obtained money or property by means of any untrue statement of 

material fact or any omission to state a material fact necessary in order to make the statements 

made, in the light of the circumstances under which they were made, not misleading; and/or (iii) 

engaged in transactions, practices, or courses of business that operated or would operate as a 

fraud or deceit upon the purchaser. 

112. In the spring of 2021, Orlando engaged in deceptive conduct that would allow 

him to acquire a controlling interest in DWAC and take it public as a SPAC, with the goal of 

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merging with TMTG. That conduct included, but was not limited to, the following: (1) he 

discussed this plan with TMTG officials even though DWAC was still pre-IPO; (2) he then 

entered into a letter of intent between himself, SPAC A, and TMTG that purported to link SPAC 

A and TMTG but, in reality, allowed SPAC A to pursue other targets and gave him the ability to 

bring DWAC to TMTG once its IPO was complete; (3) he orally informed certain investors who 

possessed necessary capital that he intended to use DWAC to acquire and merge with TMTG; 

and (4) he, along with the DWAC board, voted to direct DWAC to conduct preliminary 

conversations with potential “target” companies in September 2021 without any intention of 

moving forward, in part to conceal his preselection of TMTG. All the while, Orlando signed 

multiple public filings that falsely stated, among other misrepresentations, that DWAC had not 

selected a merger target and had not engaged in discussions with potential targets. Orlando 

carried out this deceptive course of business as part of a scheme to allow him to reap the 

financial benefit of the DWAC merger and avoid opposition from the SPAC A directors. 

Orlando’s scheme continued through the spring of 2022, when he continued to mislead investors 

through false statements and omissions in the Form S-4, which he signed. 

113. While engaging in the conduct described above, Orlando acted knowingly, 

recklessly, or negligently. 

114. By reason of the conduct described above, Orlando, directly or indirectly, violated 

and, unless enjoined will again violate, Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court grant the following 

relief: 

I. 

Enter a Final Judgment permanently restraining and enjoining Defendant and his agents, 

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servants, employees and attorneys, and those persons in active concert or participation with him 

who receive actual notice of the injunction by personal service or otherwise, and each of them, 

from violating Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

II. 

Enter a Final Judgment directing Defendant to disgorge, with prejudgment interest, all 

illicit trading profits or other ill-gotten gains obtained by reason of the unlawful conduct alleged 

in this Complaint pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act [15 

U.S.C. § 78u(d)(3), (d)(5), and (d)(7)]. 

III. 

Enter a Final Judgment directing Defendant to pay a civil monetary penalty pursuant to 

Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)] and Sections 21(d)(3) of the Exchange 

Act [15 U.S.C. §§ 78u(d)(3)]. 

IV. 

 Enter a Final Judgment permanently barring Defendant from acting as an officer or 

director of any issuer that has a class of securities registered pursuant to Section 12 of the 

Exchange Act [15 U.S.C. § 78l] and that is required to file reports under Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)] pursuant to Section 20(e) of the Securities Act [15 U.S.C. § 

77t(e)] and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)]. 

V. 

Grant such other and further relief as this Court may deem equitable and just. 

  

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JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

 
Dated: July 17, 2024 

 
Respectfully submitted, 
 
By: /s/ John B. Timmer_________ 
John B. Timmer (D.C. Bar No. 997309) 
Andrew McFall (D.C. Bar No. 497878) 
Securities and Exchange Commission 
100 F Street NE 
Washington, DC 20549 
(202) 551-7687 (Timmer) 
(202) 551-5538 (McFall) 
Email: [email protected]  
Email: [email protected] 
 
Attorneys for the Plaintiff 
 

Of Counsel 

Lindsay S. Moilanen 

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