Digital World (DWAC) Replaces Patrick Orlando as CEO
by Nicholas Alan Clayton on 2023-03-22 at 9:15am

Digital World (NASDAQ:DWAC) announced this morning that it has replaced CEO Patrick Orlando with Eric Swider, who is stepping up from a director position.

The move is the just the latest installment in a long, winding road that Digital World has taken since announcing a business combination with Trump Media and Technology Group (TMTG) all the way back in October 2021. And, the cause of the change is not made entirely clear.

The press release makes a point of noting that Orlando has been “terminated” from his position as CEO, but will remain on the SPAC’s Board. Digital World Director Edward Preble also praises Orlando in the release “for his hard work finding a suitable target and working to navigate the current headwinds the company is challenged with as it works to fulfill its obligation to its shareholders.”

So, the problem is presumably not with Digital World’s target, but the Board notes it is looking forward to a “succession plan” with “a fully realigned management team”. This could point to some amount personal disagreements either within Digital World, or, perhaps more likely, between it and TMTG.

That frustrations have built over the 518 days since this transaction was announced without coming to a close is understandable and Digital World’s team has had plenty to keep it busy. It added a $1 billion PIPE to the deal in the weeks after announcement and secured an extension of the SPAC’s deadline to September 2023 after six adjournments.

Meanwhile, TMTG has faced both SEC and Department of Justice probes and most recently was forced to lay off staff as it deals with scrutiny over the provenance of some of its working capital while the deal remains pending.

Oh, and TMTG Chairman and CEO Donald Trump is also expected to be arrested this week in connection with an earlier investigation while still planning to run for president in the 2024 US elections.

The upcoming election is one of many ticking clocks weighing on this deal. Essentially, TMTG’s largest asset is a royalty-free license agreement requiring Trump to post exclusively on the company’s nascent Truth Social social media service.

This exclusivity wears off after 6 hours following each post and the license is to last for 18 months starting December 22, 2021. That exclusivity comes to an end on June 22 of this year, and Trump’s ban from Truth Social’s competing service, Twitter, has already been lifted since its takeover by Elon Musk.

The combination’s S-4 has meanwhile been under review by the SEC since May 15, 2022. It remains to be seen whether the management shakeup at the SPAC will do anything to break that logjam before some of the other timing issues begin to bite, but retail’s enthusiasm has been waning of late.

After hitting $175 in the initial excitement for the deal, Digital World has been trading below $15 since early February and last closed at $13.87. That is still a highly enviable pre-close trading price for any SPAC in this market, but far from this process’ bigly beginnings.

 

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