UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 10, 2024


Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)


Delaware
  
001-40779
  
85-4293042
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

401 N. Cattlemen Rd., Ste. 200
Sarasota, Florida 34232
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (941) 735-7346


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  
Trading
Symbol(s)
  
Name of Each Exchange
on Which Registered
Common stock, par value $0.0001 per share
  
DJT
  
The Nasdaq Stock Market LLC
         
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
  
DJTWW
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events.

On June 10, 2024, Trump Media & Technology Group Corp. (the “Company”) issued a press release announcing the filing of Amendment No. 1 to the S-1, originally filed on April 15, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit
No.
  
Description of Exhibits
     
 
Press Release, dated June 10, 2024.
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Trump Media & Technology Group Corp.
   
Dated: June 10, 2024
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel and Secretary

Exhibit 99.1

Trump Media & Technology Group Corp. Files Amended S-1 with the SEC

SARASOTA, Fla., June 10, 2024 – Trump Media & Technology Group Corp. (NASDAQ: DJT) (“TMTG” or the “Company”)—operator of the Truth Social platform, yet another of President Donald J. Trump’s iconic American brands—today filed an amended registration statement on Form S-1 (the “Amended Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) to register, for resale or initial issuance, certain shares of common stock and warrants of the Company following the consummation of the Company’s business combination with Digital World Acquisition Corp. on March 25, 2024 (the “Business Combination”).

The Amended Registration Statement amends the registration statement filed on April 15, 2024; the number of shares of common stock that TMTG seeks to register is unchanged.  Today’s filing follows and incorporates a re-audit of the Company’s financial statements for the years ended December 31, 2023, and December 31, 2022, conducted by the Company’s independent auditor, Semple, Marchal & Cooper LLP (“SMC”), in accordance with Public Company Accounting Oversight Board standards.

“I want to thank SMC for serving as our independent auditor and enabling us to file an Amended Registration Statement, which we hope the SEC will promptly review,” said TMTG CEO Devin Nunes.

As part of the Amended Registration Statement, all securities being registered are either held by or underlie securities held by existing security holders of TMTG. TMTG will not receive any proceeds from the sale or resale of securities by the selling security holders pursuant to this Amended Registration Statement, except in connection with any possible future exercise for cash of any outstanding warrants.

The listing of an individual as a “selling securityholder” in the Amended Registration Statement does not mean such individual or entity will sell their shares or is planning to sell their shares. Notwithstanding registration of securities on the Amended Registration Statement, TMTG’s directors and officers, its affiliate President Donald J. Trump and certain other securityholders will remain subject to a lockup period or otherwise restricted from selling any shares at this time.

The Amended Registration Statement relating to these securities has been filed with the SEC but has not yet been declared effective. These securities registered may not be sold nor may offers to buy be accepted until the Amended Registration Statement becomes effective. The Amended Registration Statement is subject to further amendment and completion.

The Amended Registration Statement and preliminary prospectus may be accessed through the SEC’s website at www.sec.gov. Upon effectiveness, a copy of the prospectus included in the amended registration statement may be obtained from Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (800) 353-0103.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About TMTG

The mission of Trump Media & Technology Group (TMTG) is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

Investor Relations Contact:
Shannon Devine (MZ Group | Managing Director - MZ North America)
Email: shannon.devine@mzgroup.us

Media Contact:
press@tmtgcorp.com

v3.24.1.1.u2
Document and Entity Information
Jun. 10, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 10, 2024
Entity File Number 001-40779
Entity Registrant Name Trump Media & Technology Group Corp.
Entity Central Index Key 0001849635
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-4293042
Entity Address, Address Line One 401 N. Cattlemen Rd.
Entity Address, Address Line Two Ste. 200
Entity Address, City or Town Sarasota
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34232
City Area Code 941
Local Phone Number 735-7346
Entity Emerging Growth Company true
Entity Ex Transition Period false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol DJT
Security Exchange Name NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
Trading Symbol DJTWW
Security Exchange Name NASDAQ
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