previously reported that they were involved in some of the early talks with Mr. Orlando.

Mr. Moss and Mr. Litinsky, who at one time were senior executives with Trump Media, didn’t respond to requests for comment. Mr. Litinsky no longer works for Trump Media; Mr. Moss’s job status is unclear.

Securities regulators also have asked for information from Digital World about the role played by the SPAC’s financial adviser, Shanghai-based ARC Group, according to regulatory filings. Federal regulators previously have reprimanded ARC. In 2017, the S.E.C. stopped ARC’s executives from listing shares of three companies, citing “material misstatements” in their securities filings and a lack of cooperation from the executives.

Ben Protess contributed reporting. Susan C. Beachy contributed research.

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Trump’s Media Company Investigated Over SPAC Deal

That month, a small investment bank, Kingswood Capital Markets, which has frequently teamed up with ARC, made a presentation to Benessere’s board members. Marked “strictly private and confidential,” the presentation, reviewed by The Times, listed about a half-dozen possible acquisition targets. One was Trump Media. Kingswood, now called EF Hutton, estimated that Trump Media was worth $1.5 billion and that within a few years it could generate $2.3 billion in annual revenue.

Sergio Camarero, a managing partner at ARC, told Benessere officials that Trump Media was their preferred target. Some Benessere officials, however, balked because they didn’t want to have anything to do with Mr. Trump, two people familiar with the discussions said.

Mr. Camarero did not respond to requests for comment.

ARC quickly turned to Digital World, its other SPAC, as a potential vehicle to merge with the Trump company. ARC had recently installed Mr. Orlando as Digital World’s chief executive, after its previous C.E.O. failed to raise enough money to get it off the ground, a person with direct knowledge of the situation said.

The videoconference call involving ARC, Mr. Orlando, Mr. Veloso and members of the Trump team took place in early April. At the time, Digital World had not yet filed with the S.E.C. to sell its shares to the public. It did so seven weeks later, on May 26.

“We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target,” Digital World said in its initial filing.

The disclosure was important. Because regulators allow blank-check companies to sell their shares to the public with minimal financial disclosures, the companies are not allowed to have merger partners in mind before their I.P.O.s. The thinking is that they otherwise would serve as a backdoor channel for companies to go public while escaping rigorous public scrutiny.

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Trump’s $300 Million SPAC Deal May Have Skirted Securities Laws

Mr. Trump initially expected to announce his new social media company in August, according to a person briefed on the timing. But the plans were delayed after Mr. Trump’s son, Donald Trump Jr., voiced reservations about the Digital World deal, according to people familiar with the negotiations.

On Aug. 3, Mr. Orlando wrote to the S.E.C. asking for clearance to accelerate Digital World’s I.P.O. for that month, only to withdraw the request two days later. When the SPAC eventually went public on Sept. 8, raising $293 million, Digital World said it had still not identified a merger target.

Less than three weeks later, on Sept. 27, Mr. Orlando went to Mar-a-Lago, Mr. Trump’s private club in Florida, to sign a “letter of intent” — an initial formal step toward a merger of Digital World and Trump Media, according to a person with knowledge of the event. For a new SPAC, it was an extraordinarily swift turnaround; most SPACs take at least a year to find and merge with a target.

On Oct. 20, Mr. Orlando returned to Mar-a-Lago, where he and Mr. Trump signed the final paperwork under chandeliers in a cavernous golden ballroom, according to an attendee. Donald Trump Jr. and the former “Apprentice” contestants, Mr. Moss and Mr. Litinsky, were among those in attendance.

After the deal was announced last week, Digital World’s shares rocketed higher. This week, they plummeted. At least two of the anchor investors, D.E. Shaw and Saba Capital, sold much of their stock after the Trump deal came to light. Another prominent investor, Iceberg Research, announced that it was betting against the stock.

Even so, Digital World’s shares remain about seven times higher than before the Trump deal. On paper, at least, the company is worth more than $2 billion.

On Tuesday, as he was boarding a plane, Mr. Orlando wouldn’t say much about how the deal came together. “It’s been wild,” he said.

Kenneth P. Vogel, Michael Schwirtz and Shane Goldmacher contributed reporting. Susan C. Beachy contributed research.

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Elon Musk Impostors Scammed $2 Million in Cryptocurrency, U.S. Says

The proposition was tantalizing: Handsome returns awaited investors who would be willing to provide an infusion of cryptocurrency to Elon Musk, the billionaire chief executive of Tesla and founder of SpaceX, for a moneymaking venture.

It seemed too good to be true, because it was.

Investors lost $2 million in six months to fraudsters who impersonated Mr. Musk, the Federal Trade Commission said in a report released on Monday that was meant to draw attention to a spike in cryptocurrency scams.

The commission found that nearly 7,000 people lost a reported $80 million over all from October through March as part of various scams targeting investors in Bitcoin and other cryptocurrencies like Dogecoin, a nebulous marketplace that Mr. Musk has bullishly promoted on Twitter. The median amount that they lost was $1,900, according to the commission.

The spate of fraud cases — a nearly 1,000 percent increase compared with the same period the previous year, the report said — came as the price of Bitcoin and Dogecoin soared toward record highs.

bought $1.5 billion worth of Bitcoin, which Tesla said was part of an initiative to invest in alternative assets like digital currencies and gold bullion.

accept Bitcoin as payment for cars in the United States, sent the price of Bitcoin skyward by more than 10 percent. But then Mr. Musk reversed course this month, saying that the company will no longer accept the cryptocurrency because of concerns over its effects on the environment.

Mr. Musk has similarly sent mixed messages regarding Dogecoin, which was created as a cryptocurrency parody in 2013 and has recently been booming.

Last week, he polled his 55.1 million followers on Twitter on whether Tesla should accept Dogecoin; 78 percent of respondents said yes. He also revealed last week that SpaceX would launch a satellite to the moon next year in exchange for a payment in Dogecoin. In a May 8 appearance on “Saturday Night Live,” Mr. Musk said that cryptocurrency was both “the future of currency” and “a hustle.”

Joseph A. Grundfest, a professor of law and business at Stanford and a former member of the Securities and Exchange Commission, said in an interview on Monday night that the surge in scams involving cryptocurrency was not at all surprising amid the surging prices.

He said that investors should be more circumspect when faced with propositions like those concocted by the impersonators of Mr. Musk.

“Don’t send cryptocurrency to Elon Musk,” Mr. Grundfest said. “He already has more than he needs.”

The Federal Trade Commission cautioned on Monday in the report that fraudsters had used online dating platforms to lure people into cryptocurrency scams. About 20 percent of the money that people reported losing through romance schemes since October was sent in cryptocurrency, the report said.

The commission also noted that people ages 20 to 49 were more than five times as likely as older people to report losing money on cryptocurrency investment scams.

Cryptocurrency experts cautioned that it was especially difficult for victims of fraud schemes to get their money back and that cryptocurrency had become a preferred payment method for those orchestrating ransomware attacks.

“As a practical matter, there is no recourse,” Mr. Grundfest said. “Why crypto? It’s very simple. It’s very hard to trace.”

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S.E.C. Chair Gensler Emphasizes Transparency in Markets

Gary Gensler is putting transparency in the markets and the need to understand the impact of new technology at the top of his priority list as the new chairman of the Securities and Exchange Commission.

“I think transparency is at the heart of efficient markets,” Mr. Gensler said during his first testimony on Capitol Hill as the nation’s top securities cop.

Mr. Gensler, speaking from his living room, appeared by video before the House Committee on Financial Services to discuss the S.E.C.’s response to the tumultuous trading in shares of GameStop in January. The massive run-up in the stock price of the video game retailer was fueled by small investors who bought its shares on Robinhood and other commission-free trading apps and banded together on social media to cause big losses for a hedge fund that had bet GameStop shares would fall. Some investors who bought shares of GameStop at the peak later lost money.

Mr. Gensler said the S.E.C.’s staff has been working on a report addressing the issues raised by the episode that will be released this summer. He also said new rules may be needed for brokerage apps that turn stock trading into a game or contest, a method called gamification.

the collapse of Archegos Capital Management, which caused more than $10 billion in losses for Wall Street banks, pushed regulators to consider whether traders should be required to disclose derivatives — the financial trading instruments that allowed Archegos to take massive positions in stocks without attracting attention. Archegos’s losses were mostly attributed to the firm investing heavily in total return swaps, a type of highly leveraged derivative that can give a trader exposure to a stock without actual ownership.

Mr. Gensler’s tenure got off to a rocky start after Alex Oh, his pick to serve as director of enforcement, had to resign just days after being named because Paul, Weiss, the big law firm she had worked for, was facing potential sanctions in a case in which she was heavily involved.

The hearing with Mr. Gensler was the third and final one focusing on GameStop and the frenetic trading in the markets held by the House Financial Services Committee. The first hearing on Feb. 18 was held when shares of GameStop were trading around $40 a share after falling from a high of $347 a share. Since then, the stock has soared again, rising nearly 300 percent to $160 a share.

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Volkswagen Under S.E.C. Scrutiny After Gag Falls Flat

Volkswagen’s American unit was only kidding when it put out the word late in March that it was changing its name to “Voltswagen” to show its commitment to electric vehicles. To say the April Fool’s joke didn’t land is an understatement. Now the misfired marketing gag has prompted an inquiry by the Securities and Exchange Commission.

Volkswagen did not dispute reports in Der Spiegel and other German media that the S.E.C. was looking into whether the carmaker misled shareholders with the faux rebranding. Volkswagen in Germany declined to comment Friday.

Publicly listed companies are not supposed to fool their shareholders, even in jest. Some media reported the purported name change as fact until Volkswagen of America admitted it was all a joke.

German law also requires companies to be honest with their shareholders, but a spokeswoman for the stock market regulator, known as Bafin, said the agency saw no basis to investigate the Voltswagen issue.

emissions scandal has cost the company since 2015. The gag does not appear to have had any influence on the price of Volkswagen shares, which rose for several days even after the company admitted it was all a ruse.

Like a comedian bombing onstage, the most painful consequence may be the humiliation.

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Hollywood Actor Charged With Running Film-Distribution Ponzi Scheme

The 2017 film “Bitter Harvest” would not, by many definitions, be considered a success.

“It’s a bad sign when even the prayers in this movie are crappy,” observed one reviewer, who contributed to the film’s 15 percent critic rating on Rotten Tomatoes.

It pulled in less than $600,000 in the United States. But that did not mean it did not still have moneymaking potential abroad. All investors needed to do was help buy the rights to distribute it and a number of other films in Latin America, Africa and New Zealand. Major distribution deals with HBO and Netflix were on the cusp of being formalized, they were told. Once those fell into place, the investors would get returns of at least 35 percent.

That is the essence of what the Securities and Exchange Commission and federal prosecutors are calling a Ponzi scheme run by Zachary J. Horwitz, a not particularly famous actor with a rather extravagant home. Mr. Horwitz, who went by the stage name Zach Avery, was arrested on Tuesday on wire fraud charges. He is accused of defrauding investors of at least $227 million and fabricating his company’s business relationship with HBO and Netflix.

“We allege that Horwitz promised extremely high returns and made them seem plausible by invoking the names of two well-known entertainment companies and fabricating documents,” Michele Wein Layne, director of the S.E.C.’s Los Angeles regional office, said in a news release on Tuesday.

most recent film, the horror movie “The Devil Below” (Rotten Tomatoes critic score: 0 percent). Mr. Horwitz did not star in any of the 50 or so films he promised could make investors millions, according to Thom Mrozek, a spokesman for the U.S. Attorney’s Office in Los Angeles.

Mr. Horwitz was in jail on Wednesday, Mr. Mrozek said. Attempts to reach other employees of One in a Million Productions, whose website features the tag line “When Odds Are One in a Million. Be That One,” were unsuccessful. (Later Wednesday afternoon, the site had been taken down.)

Mr. Horwitz’s lawyer, Anthony Pacheco, did not respond to a request for comment.

The Ponzi scheme began to unravel when an investor wanted money refunded in 2019 and could not get it, Mr. Mrozek said.

For several years, 1inMM — as the company styles its name — found ways to pay investors, according to the S.E.C. Court documents do not list all of the films investors thought they had helped buy rights to, but the complaint features an image from 1inMM’s “library”; the 1989 Jean-Claude Van Damme movie “The Kickboxer” and the 2013 romantic comedy “The Spectacular Now” are included.

The way that money can be made in the movie distribution world is to say, “I’ll give you $100,000 for Latin America rights,” for example, Mr. Mrozek said, adding, “I go to HBO or whomever and say, ‘Give me $200,000 to show the movie.’”

according to the S.E.C.

Since December 2019, 1inMM has defaulted on more than 160 payments, according to court documents. One investor in Chicago, who was owed more than $160 million in principal and $59 million in profits, wanted his returns and could not get them, Mr. Mrozek said. That investor contacted the authorities.

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Credit Suisse and Nomura Feel the Sting from Archegos’ Fall

The case is a test of shareholders’ ability to sue over claims of investment fraud. The pension funds have sought to sue as a class over Goldman’s statements, saying that they believed the claims of honesty. Goldman has argued in its latest brief that the investors are resorting to “guerrilla warfare” and aren’t providing “serious legal arguments.” The bank says that an investor victory would lead to a barrage of future lawsuits over “general and aspirational statements” of the kind made by “virtually every public company in America.”

How a former S.E.C. commissioner thinks the court will respond to Goldman’s arguments: “I expect the court to be troubled by the claim that companies cannot be held accountable for saying that clients come first and then acting otherwise,” Robert Jackson Jr., who served on the commission from 2018 to 2020 and is now an N.Y.U. law professor, told DealBook. (The justices probably won’t agree with the claim that making a company “mean what it says” will lead to a tsunami of meritless lawsuits, he added.) Regardless, Goldman is right that the stakes are high, he said, since the case will probably decide whether shareholders can “hold corporate insiders accountable when they tell investors one thing and do another.”


What made last night different from all others? A diverse group of comedians, celebrities and venture capitalists doesn’t normally gather for a virtual Passover Seder on a chat app. But that is what happened last night on Clubhouse, which hosted what was possibly the world’s first hunt for a nonfungible token version of afikomen, the broken matzo ritualistically hidden for children to find and claim a prize.

Like an NFT, an afikomen is a unique object. “It feels like a reasonable updating of tradition,” said fnnch, the San Francisco street artist who created images of broken matzo for the event. NFTs are digital assets that represent sole ownership of things that are otherwise easily replicated — in this case fnnch’s pictures. He predicted that NFTs would eventually include a technological lock preventing copies from displaying, which would make owning them much more like possessing a physical artwork.

One afikomen NFT is being auctioned off to support Value Culture, a nonprofit that sponsors art, education and spiritual projects to foster community engagement. The other was nestled within the profile of someone in the Clubhouse room and given away for free. (Hints about to how to find them lay in the Passover tale that is traditionally told at a Seder.)


The annual college basketball championship — and betting bonanza — known as March Madness has been full of upsets, on both the men’s and women’s sides, blowing up many brackets.

If you no longer have hope of winning the office pool, here’s another contest to think about: March’s maddest markets. We’ve come up with a mini-tournament of seeded matchups to determine which mania is the most manic.

How would you bet? Let us know: dealbook@nytimes.com.

Stonks division

No. 1 SPACs vs. No. 4 penny stocks

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Penny Stocks Are Booming, Which Is Good News for Swindlers

“It’s all just a pool filled with sharks,” said Urska Velikonja, a law professor who studies securities regulation at Georgetown University Law Center. “It’s where the unwary go to get eaten.”

Penny stock booms tend to occur during raging bull markets, when greed abounds. They were hot in the 1980s, when the arrival of cheap, long-distance telephone service gave rise to brokerage firms that specialized in high-pressure, cold-call pitches of worthless stocks.

That was the specialty of Blinder, Robinson & Company, which was led by Meyer Blinder, a New York broker with a flamboyant reputation. In the mid-80s, it became the largest penny stock brokerage in the country. But by 1990 it had been liquidated, and by 1992 Mr. Blinder had been convicted of racketeering and securities fraud. After his conviction was announced, he lunged at a prosecutor, threatening to kill him.

But stock-touting technology changes with the times. Cold-calling went out, followed by faxes and email spam. Today, social media sites like Twitter and Reddit, which powered the rise of GameStop and other meme stocks, are the preferred method for building unwarranted hype.

According to a civil complaint filed this month by the S.E.C., Andrew Fassari of Irvine, Calif., used his Twitter account — OCMillionaire — to pump up the price of Arcis Resources, a company that has not conducted business since at least 2016, but whose stock still trades. Mr. Fassari, regulators said, bought 41 million shares of the company and then posted misleading information, including fictitious emails from the company’s purported chief executive about expansion plans. Over nine days in December, the share price skyrocketed more than 4,000 percent — to a little over a nickel. Mr. Fassari’s gains were $929,000, according to the agency.

Mr. Fassari’s lawyer, Jessica C. Munk, said he denied wrongdoing. “It appears Mr. Fassari has been hit with fallout from the GameStop, Robinhood, Reddit controversy,” Ms. Munk said in a statement, including a reference to the Robinhood trading app. She also noted the S.E.C. action’s “lightning pace.”

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