In a significant legal development, the Delaware Court of Chancery has dismissed all claims brought by United Atlantic Ventures (UAV) against Trump Media & Technology Group (TMTG). UAV, led by former “Apprentice” contestants Andy Litinsky and Wes Moss, alleged that TMTG and its affiliates conspired to dilute their ownership stake and imposed restrictive stock lockup provisions as retaliation.
Vice Chancellor Lori W. Will, in her 57-page memorandum opinion, characterized UAV’s allegations as “conspiracy theories unsupported by factual allegations,” concluding that none of the claims were legally viable. She noted that the lockup provisions in question are standard in de-SPAC transactions and serve legitimate business purposes, such as stabilizing post-merger stock prices. The judge emphasized that UAV’s allegations failed to tie Trump or his associates to any unlawful conduct.
The dispute originated from a 2021 services agreement in which UAV assisted in establishing TMTG in exchange for an 8.6% equity stake. UAV also played a role in identifying Digital World Acquisition Corp. (DWAC), the blank-check firm that merged with TMTG to take the company public. Relations between the parties deteriorated, leading to UAV’s claims of dilution and retaliatory actions.
While the Delaware court dismissed most claims with prejudice, two counts concerning the enforceability of the 2021 services agreement were dismissed without prejudice. Vice Chancellor Will deferred these matters to a Florida court, citing a forum-selection clause in the agreement and noting that a parallel lawsuit is already pending in Sarasota County, Florida. She stated, “The Florida court has a strong interest in resolving a dispute between parties with their principal places of business in Florida that involves issues of Florida law.”
The lawsuit named several TMTG board members and affiliates as defendants, including Donald Trump Jr., former Rep. Devin Nunes (now TMTG’s CEO), Kash Patel, and Dan Scavino. TMTG and its leadership were represented by DLA Piper LLP, led by prominent Delaware attorney John Reed, while Trump and Scavino were represented by Halloran Farkas & Kittila LLP. UAV’s legal team comprised Berger McDermott LLP and Clark Smith Villazor LLP.
Following the dismissal, UAV proceeded to sell nearly all of its stake in TMTG. According to a regulatory filing, UAV sold more than 7.5 million shares within a week after the lockup agreement expired on September 19, 2024. This sale marked the first known instance of company insiders divesting TMTG shares following the expiration of the lockup period.
As of September 3, 2025, TMTG’s stock (ticker: DJT) is trading at $16.95 per share, reflecting a slight decrease of 0.76% from the previous close. The stock has experienced fluctuations since the lockup period ended, influenced by insider sales and ongoing legal proceedings.
This case underscores the complexities inherent in SPAC mergers and the importance of clear contractual agreements among stakeholders. The dismissal of UAV’s claims in Delaware, coupled with the ongoing proceedings in Florida, highlights the multifaceted nature of corporate litigation and the strategic considerations involved in forum selection.