A group of men gathered on a video conference call to discuss a deal to bankroll former President Donald J. Trump's planned media company.
Two people familiar with the call said that Mr. Trump's representatives and the chief executive of Digital World Acquisition were on the call.
It is not known which blank-check company Patrick Orlando was representing on the video conference.
Digital World said in securities filings that it had not begun talking to any potential merger targets after the video call.
Digital World is a blank check company that sells their shares to investors first and then looks for a business to merge with. They are not supposed to have a deal in place before selling shares.
Digital World said regulators were looking into it. The identities of some investors and certain documents and communications between the SPAC and Mr. Trump's company have been requested by the Securities and Exchange Commission.
Digital World said in its filing that the investigation doesn't mean the S.E.C. has concluded that anyone violated the law.
On Monday, Trump Media announced that the congressman from California would become the company's CEO.
Digital World could be in trouble if regulators find that the company made false or misleading statements. Digital World raised nearly $300 million in its initial public offering, but Mr. Trump's company, Trump Media, is in danger of losing hundreds of millions of dollars.
The New York Times reported in October that Trump Media may have skirted securities laws by discussing a deal with an executive of Digital World. The April videoconference is an indication that may have happened.
The S.E.C. requires that deals be disclosed so everyone knows the same information, said Tyler Gellasch, a former S.E.C. lawyer who is a fellow at Duke University School of Law.
The chief executive of Digital World was on the video call, along with two former contestants from "The Apprentice" who had pitched the project to the former president.
The chief legal officer for Trump Media said that the videoconference was limited to discussions between the company and Benessere Capital Acquisition. Ms. Heyer-Bednar said that any reference to the contrary was false. She said that more information about the deal would be included in a future securities filing.
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Patrick Orlando, who runs several SPACs, took part in a video call to discuss a Trump Media deal.
One of Digital World's independent board members was also a participant on the video conference. A person familiar with the matter said that Mr. Veloso was an adviser to Mr.Orlando.
Mr. Veloso said he had no recollection of the April meeting.
The Securities and Exchange Commission has reprimanded the ARC Group before, and it is most likely that they will encounter it as they look into the Trump SPAC. The S.E.C. stopped the executives from listing shares of three companies because of material misstatements in their securities filings.
Digital World is a main backer of Arc and a key architect of the SPAC deal with Trump Media. There is no indication that the S.E.C. is looking into the role that ARC played in the Trump deal. Six years ago, Abraham Cinta founded the company, which has tried its hand at several businesses. It initially tried to start a Spanish wine and olive oil import business in Asia, then pivoted to help Chinese companies list their shares on American stock exchanges.
When Wall Street became enamored with SPACs, which had been around for decades but rarely grabbed headlines, Arc shifted its focus back to building a business that would provide them with seed money and advice.
The firm at times cut corners in its efforts to project success. Two people with knowledge of the complaints said that some executives complained about the firm's sloppiness with paperwork and its penchant for exaggerating its size.
The Wall Street credentials of ARC were exaggerated. On its website, the company said it had a partnership with Morgan Stanley. A spokeswoman for Morgan Stanley said that there was no partnership and that the company had asked for the name to be removed from the website.
The law firm Skadden Arps and the accounting firms PwC and KPMG were listed as strategic partners in a brochure reviewed by The Times. Representatives of those companies said they did not have a relationship with the company.
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CNN Money spoke to the chief executive of Arc Capital and one of his partners.
Benessere, which raised $100 million in a stock offering early this year, was one of the SPACs that Mr. Orlando was tapped to be the chief executive of. The merger of Benessere and Trump Media was being worked on by ARC.
Kingswood Capital Markets made a presentation to the board members of Benessere. The presentation was reviewed by The Times and listed about a half-dozen possible acquisition targets. Trump Media was one of them. Kingswood estimated that Trump Media was worth over a billion dollars and that it could make over a billion dollars in a few years.
Trump Media was the preferred target according to the managing partner of the company. Two people familiar with the discussions said that some Benessere officials didn't want to have anything to do with Mr. Trump.
Mr. Camarero didn't reply to questions.
Digital World was turned into a potential vehicle to combine with the Trump company. A person with direct knowledge of the situation said that the previous C.E.O. failed to raise enough money to get it off the ground.
The videoconference call took place in early April. Digital World had not yet filed with the S.E.C. to sell its shares to the public. On May 26 it did so.
Digital World said in its initial filing that it had not selected any specific business combination target and had not initiated any substantive discussions with any business combination target.
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. They are thought to be a way for companies to go public while escaping scrutiny.
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An ad for a presentation with a company has been canceled.
Digital World had a public offering in the summer. The company said in July that it hoped to raise $350 million. A Trump Media executive told people that the company was in an exclusive agreement to merge with an SPAC, The Times reported.
Digital World went public on Sept. 8. Trump Media signed a letter of intent with Digital World. The board member who took part in the April video call, Mr. Veloso, went to Mar-a-Lago with Mr.Orlando to announce the deal.
The stock of Digital World went from $10 to $94 in a single day, but has since given up half of those gains. The Financial Industry Regulatory Authority had requested information about trading activity before the announcement of the merger.
The deal that spooked Wall Street was the topic of an online discussion that Mr. Cinta agreed to participate in.
In the last few weeks, Arc has taken steps to lower its profile. The presentation that listed Mr. Orlando as a senior adviser was removed by the firm.
Mr. Cinta had planned to have an online discussion. The sponsor of the event, Voice of ASEAN TV, said in a posting that it was being canceled due to legal and confidentiality issues. The event is set to happen on Christmas Eve.
Reporting was done by several people. Kitty Bennett was involved in research.
