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Patrick Orlando, the SPAC impresario behind Donald Trump’s blank check for nothing, is in a bit of hot water over the same. You see, if there’s one rule when it comes to special-purpose acquisition companies—and there may, in fact, only be this one rule, at least for the time being—it is that you cannot have a merger deal in place before you even go public. That, it seems, would be a little too close to simply having an initial public offering for the target company without any of the burdensome hassle of actually holding an IPO, even more so than a blank-check deal already is. And that allegedly is exactly what Orlando did, striking a deal with the Artist of the Deal a good six months before his Digital World Acquisition Corp. went through the trouble of actually listing on the Nasdaq and promising Trump the $300 million it hadn’t bothered to raise yet.

Still, it seems, a bit of sympathy is in order for poor Mr. Orlando, as he’s in trouble for doing something he didn’t want to do in the first place.

The lawsuit says that when some people associated with Mr. Orlando had initially objected to doing a deal with Trump Media for “personal reasons,” Brian Shevland pushed for a reconsideration of the issue.

“Shevland reminded Orlando that their obligation was to ignore personal beliefs and instead to maximize shareholder value,” the lawsuit says. “Due to Shevland’s efforts, a second vote was held whereby T.M.T.G. ultimately was chosen as an appropriate SPAC merger candidate.”

This is not a great look for Orlando. For one, it risks alienating his famously thin-skinned deal partner, who no doubt isn’t thrilled to learn that Orlando wasn’t head-over-heels eager to get into bed with a would-be tin-pot dictator and failed coup leader. For another, it makes Orlando look like a rather inept businessman, as a deal to merge with Trump Media & Technology Group was certainly good for DWAC’s shareholder value. And finally, it’s not great for Orlando because it comes in a lawsuit from Shevland alleging that he was pushed out of the SPAC a month before its IPO—which certainly makes it seem that there was indeed a deal in place with Trump before said IPO.

The lawsuit says the unexplained removal from the filing in August, a month before the Digital World’s initial public offering, “cemented the freeze-out” of Mr. Shevland, who said he was owed 7,500 shares of Digital World and was deprived of his right to buy more shares at a low price. The suit says Mr. Orlando also broke a commitment to involve Mr. Shevland in other SPACs…. Digital World had said in its filings that it had not engaged in any discussions with any potential merger targets before its initial public offering in September.

That certainly seems a more serious “brazen act of fraud” than the one Shevland is actually suing over. Anyway, speaking of brazen….

[Melania] Trump said Thursday that she is selling an NFT, or nonfungible token, of a digital watercolor painting of her eyes. It’s called “Melania’s Vision” and plays an audio recording of Mrs. Trump saying: “My vision is, look forward with inspiration, strength and courage….” She plans to sell more NFTs through her website regularly. Her statement said the platform is powered by Parler, the conservative social-media platform that was forced to go dark after major tech companies stopped servicing it in the wake of the deadly attack on the U.S. Capitol on Jan. 6 by supporters of former President Donald Trump.

Anyway, back to the SPAC, it seems that the Hong Kong Stock Exchange is watching the TMTG-DWAC saga closely.

The exchange published its SPAC rules on Friday, following a public consultation that began in September, and said the listing regime would take effect on Jan. 1…. The exchange’s framework applies a similar level of scrutiny to SPACs as it requires for initial public offerings. Some investment bankers and private-equity investors have said some of the proposed requirements were too rigid, meaning Hong Kong SPACs wouldn’t be widely used.

A former insider at the company merging with Trump Media sues over ‘brazen’ fraud. [NYT]
Melania Trump’s Next Act Is Selling NFTs [WSJ]
Hong Kong to Host SPACs From Early 2022 [WSJ]

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