The dispute arose from a high-profile SPAC transaction between ARC Global Investments II LLC and Digital World Acquisition Corp (DWAC), the special purpose acquisition company that later became Trump Media Technologies Corp. through its merger with Truth Social. ARC, the SPAC sponsor, alleged that DWAC improperly diluted its equity interest by applying an incorrect conversion rate to ARC’s shares in connection with the transaction that took the company public.
The matter was heard in the Delaware Court of Chancery in a one-day trial focused on the interpretation of DWAC’s certificate of incorporation and the proper methodology for calculating ARC’s share conversion ratio. The court examined whether certain securities should have been included in the calculation and concluded that DWAC breached its contractual obligations by using an incorrect conversion rate. While the court granted ARC relief on its contract claims, it rejected additional fiduciary-duty claims related to stockholder disclosures.
DOAR supported ARC by providing graphics consulting and multimedia design services tailored to the document-intensive Chancery Court proceeding. Working closely with counsel, DOAR developed clear visual explanations of the SPAC structure, equity mechanics, and competing conversion-rate calculations at the center of the dispute. These visuals helped distill complex financial and contractual issues into accessible presentations.
