SEC Form S-3 filed by Trump Media & Technology Group Corp.
Delaware | 85-4293042 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
Large accelerated filer ☒ | Accelerated filer ☐ | ||
Non-accelerated filer ☐ | Smaller reporting company ☒ | ||
Emerging growth company ☐ | |||

• | 30,147 shares of Common Stock (the “Placement Shares”) originally issued to ARC Global Investments II, LLC (“ARC”) in a private placement in connection with the initial public offering of Digital World at a price of $10.00 per unit, each unit consisting of one share of Common Stock and half a warrant exercisable at $11.50 per share of Common Stock (the “Digital World Convertible Units”); |
• | up to 627,521 shares of Common Stock that remain unsold from shares of Common Stock that were previously registered for resale by the Company on Form S-1 (File No. 333-278678), which originally consisted of up to: |
○ | 14,316,050 shares of Common Stock originally issued as Founder Shares (as defined below) to ARC in connection with the initial public offering of DWAC at a price of $0.0017 per share, consisting of: (i) 10,980,000 shares of Common Stock held by ARC; (ii) 95,000 shares of Common Stock transferred to certain Selling Securityholders by ARC for no consideration, and (iii) 3,241,050 shares of Common Stock transferred to certain Selling Securityholders by ARC for an approximate price of $0.0029 (collectively the “Founder and Anchor Investors Shares”); |
○ | 744,020 shares of Common Stock originally issued to holders of Digital World Convertible Notes (as defined below), consisting of (i) 625,270 shares of Common Stock issued to certain Selling Securityholders upon the conversion of the Digital World Convertible Notes into Digital World Convertible Units, each at a price of $10.00 (the “Conversion Shares”) and (ii) 118,750 shares of Common Stock issued to certain Selling Securityholders upon the conversion of the Digital World Convertible Notes into Digital World Convertible Units, each at a price of $8.00 (collectively the “Conversion Shares”); |
○ | 965,125 shares of Common Stock originally issued upon the conversion of promissory notes issued pursuant to the Convertible Note Compensation Plan (as defined below) (“DWAC Compensation Shares”), which shares of Common Stock were issued to the applicable Selling Securityholders without the payment of additional consideration; |
○ | 690,000 shares of Common Stock originally issued to TMTG director and officers as compensation immediately prior to the consummation of the Business Combination (as defined below) (“TMTG Compensation Shares”), without the payment of additional consideration; and |
○ | 6,250,000 shares of Common Stock originally issuable upon the conversion of Digital World Alternative Financing Notes (as defined below) into Digital World Convertible Units at a conversion price of $8.00 (“Alternative Financing Shares”); |
• | 114,750,000 shares of Common Stock held by Donald J. Trump Revocable Trust dated April 7, 2014 (the “President Trump Shares”) consisting of (i) 78,750,000 shares of Common Stock received by President Donald J. Trump upon the consummation of the Business Combination in exchange of Private TMTG (as defined below) shares held by President Donald J. Trump; and (ii) 36,000,000 Earnout Shares (as defined below) earned by and issued to President Donald J. Trump on April 26, 2024, based on the performance of our shares of Common Stock and for no additional consideration; |
• | 17,314,015 shares of Common Stock (the “Yorkville Shares”) by YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”) issuable under the standby equity purchase agreement, dated July 3, 2024, by and between the Company and Yorkville (the “SEPA”); |
• | 2,002 shares of Common Stock issued on August 23, 2024 pursuant to the terms of certain investor relations consulting agreement, dated as of October 23, 2021 (the “Investor Relations Consulting Agreement”), by and be-tween the Company and MZHCI, LLC DBA MZ Group (the “MZHCI Shares”); and |
• | up to 1,275,375 shares of Common Stock issued on August 9, 2024 or earned upon achievement of certain contractual milestones pursuant to that certain asset purchase agreement, dated as of July 3, 2024 (the “Asset Purchase Agreement”), by and among the Company, WorldConnect Technologies, L.L.C. (“WCT”), WorldConnect IPTV Solutions, LLC (“Solutions”), and JedTec, L.L.C (“JedTec”) (the “Asset Acquisition Shares”). |
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• | future financial performance of the Company; |
• | the impact of the outcome of any known or unknown litigation or other legal proceedings; |
• | the ability of TMTG to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; |
• | expectations regarding future expenditures of TMTG; |
• | the future revenue and effect on gross margins of TMTG; |
• | the attraction and retention of qualified directors, officers, employees and key personnel of TMTG; |
• | the ability of TMTG to compete effectively in a competitive industry; |
• | the impact of the ongoing legal proceedings in which President Donald J. Trump is involved on TMTG’s corporate reputation and brand; |
• | expectations concerning the relationships and actions of TMTG and its affiliates with third parties; |
• | the short- and long-term effects of the consummation of the Business Combination on TMTG’s business relationships, operating results and business generally; |
• | the impact of future regulatory, judicial, and legislative changes in TMTG’s industry; |
• | the ability to locate and acquire complementary products or product candidates and integrate those into TMTG’s business; |
• | Truth Social, TMTG’s initial product, and its ability to generate users and advertisers; |
• | future arrangements with, or investments in, other entities or associations; |
• | competition and competitive pressures from other companies in the industries in which TMTG operates; |
• | changes in domestic and global general economic and macro-economic conditions; |
• | TMTG’s ability to meet conditions precedent to issue shares to Yorkville under the SEPA; |
• | the volatility of the price of Common Stock that may result from sales of the Resale Shares we registered for resale; |
• | the dilution of holders of Common Stock from TMTG’s issuance of shares to Yorkville. There can be no guarantee that how many Shares TMTG will issue under the SEPA, if at all; and |
• | other factors detailed under the section entitled “Risk Factors.” |
• | Phase 1: Introduce Truth Social’s CDN for streaming live TV to the Truth Social app for Android, iOS, and Web. On August 7, 2024, TMTG announced that TV streaming via Truth Social had become available via all three modalities. |
• | Phase 2: Release stand-alone Truth Social over-the-top streaming apps for phones, tablets, and other devices. As of October 21, 2024, TMTG had announced that Truth+ streaming had been released as a standalone product on Android, iOS, and Web. |
• | Phase 3: Release Truth Social streaming apps for home TV. As of October 23, 2024, TMTG had announced that Truth+ streaming had been released on Apple TV, Android TV, and Amazon Fire TV. On March 19, 2025, TMTG announced that Truth+ had been made available in the Roku Channel Store. |
• | the accuracy in all material respects of the representations and warranties of the Company included in the SEPA; |
• | the registration statement that includes this prospectus (and any one or more additional registration statements filed with the SEC that include shares that may be issued and sold by the Company to Yorkville under the SEPA) having been declared effective under the Securities Act by the SEC, and we shall have filed with the SEC in a timely manner all reports, notices and other documents required under the Exchange Act and applicable SEC regulations during the twelve-month period immediately preceding the applicable Condition Satisfaction Date; |
• | TMTG having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the SEPA to be performed, satisfied or complied with by the Company; |
• | TMTG shall have obtained all permits and qualifications required by any applicable state for the offer and issuance of all the shares issuable pursuant to such Advance Notice or shall have the availability of exemptions therefrom. The issuance of such shares shall be legally permitted by all laws and regulations to which TMTG is subject; |
• | no condition, occurrence, state of facts or event constituting a Material Outside Event (as such term is defined in the SEPA) shall have occurred and be continuing; |
• | no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits or directly, materially and adversely affects any of the transactions contemplated by the SEPA; |
• | the shares issuable pursuant to the SEPA are quoted for trading on the Nasdaq (or the New York Stock Exchange, NYSE American, the Nasdaq Global Market, or the Nasdaq Capital Market) and all the shares issuable pursuant to such Advance Notice will be approved for trading on the Principal Market. The issuance of shares with respect to the applicable Advance Notice will not violate the shareholder approval requirements of the exchange. TMTG shall not have received any written notice that is then still pending threatening the continued quotation of the shares on the stock exchange; |
• | There shall be a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of all of the shares issuable pursuant to such Advance Notice; and |
• | Except with respect to the first Advance Notice, TMTG shall have delivered all shares relating to all prior Advances, and at least 5 Trading Days shall have elapsed from the immediately preceding Advance Date. |
• | the first day of the month next following the 36-month anniversary of the date of the SEPA; and |
• | the date on which Yorkville shall have purchased shares under the SEPA for an aggregate gross purchase price equal to $2,500,000,000; |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the reported last sale price of Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | one percent (1%) of the total number of shares of Common Stock or Warrants, as applicable, then outstanding; or |
• | the average weekly reported trading volume of the Common Stock or Warrants, as applicable, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | 30,147 Placement Shares; |
• | 627,521 remaining unsold shares of Common Stock that were previously registered for resale; |
• | 79,538 remaining unsold or unexercised shares of Common Stock issuable upon the exercise of Placement Warrants and Post IPO Warrants; |
• | 114,750,000 President Trump Shares; |
• | 17,314,015 Yorkville Shares; |
• | 2,002 MZHCI Shares; |
• | 1,275,375 Asset Acquisition Shares; and |
• | 79,538 warrants to purchase Common Stock; and |
Name | Number Beneficially Owned Prior to Offering | Number Registered for Sale Hereby | Number Beneficially Owned After Offering | Percent Owned After Offering** | Number Beneficially Owned Prior to Offering | Number Registered for Sale Hereby | Number Beneficially Owned After Offering | Percent Owned After Offering** | ||||||||||||||||
Alexander Cano(1) | 10,000 | 10,000 | — | — | — | — | — | — | ||||||||||||||||
Andrew Northwall (2) | 4,033 | 4,033 | — | — | — | — | — | — | ||||||||||||||||
Bradley Flanagan | 8,000 | 10,500 | — | — | 2,500 | 2,500 | — | — | ||||||||||||||||
Carlos Springmuhl(***) | 12,500 | 15,000 | — | — | 2,500 | 2,500 | — | — | ||||||||||||||||
Clement Borkowski | 6,000 | 6,000 | — | — | — | — | — | — | ||||||||||||||||
Devin G. Nunes(3) | 232,944 | 87,154 | — | — | — | — | — | — | ||||||||||||||||
Edward J. Preble(4) | 30,000 | 30,000 | — | — | — | — | — | — | ||||||||||||||||
Eric Swider(5) | 9,529 | 3,043 | ||||||||||||||||||||||
Erik Sandvig(***) | 5,000 | 6,000 | — | — | 1,000 | 1,000 | — | — | ||||||||||||||||
Frank Joseph Andrews(6) | 50,000 | 50,000 | — | — | — | — | — | — | ||||||||||||||||
Jorge Cano | 633 | 633 | — | — | — | — | — | — | ||||||||||||||||
Justin Shaner | 11,183 | 11,183 | — | — | — | — | — | — | ||||||||||||||||
Katherine Chiles(7) | 48,125 | 48,125 | — | — | — | — | — | — | ||||||||||||||||
Luis Enrique Cruz | 417 | 417 | — | — | ||||||||||||||||||||
Pamela J. Bondi | 75,000 | 106,250 | — | — | 31,250 | 31,250 | — | — | ||||||||||||||||
Paul Spass(***) | 12,500 | 15,000 | — | — | 2,500 | 2,500 | — | — | ||||||||||||||||
Robert E. Prinz | 20,000 | 30,000 | — | — | 10,000 | 10,000 | — | — | ||||||||||||||||
Salvatore Rizzuto Jr. | 32,000 | 48,000 | — | — | 16,000 | 16,000 | — | — | ||||||||||||||||
Samuel Herrero(***) | 1,200 | 1,200 | — | — | — | — | — | — | ||||||||||||||||
Scott Fowler | 173,534 | 187,322 | — | — | 13,788 | 13,788 | — | — | ||||||||||||||||
Vladimir Novachki(8) | 119,979 | 37,199 | — | — | — | — | — | — | ||||||||||||||||
WorldConnect IPTV Solutions, LLC(9) | 461,375 | 461,375 | — | — | — | — | — | — | ||||||||||||||||
JedTec, L.L.C.(10) | 814,000 | 814,000 | — | — | — | — | — | — | ||||||||||||||||
MZHCI, LLC DBA MZ Group(11) | 2,002 | 2,002 | — | — | — | — | — | — | ||||||||||||||||
YA II PN, LTD | 200,000 | 17,314,015 | — | — | — | — | — | — | ||||||||||||||||
Donald J. Trump Revocable Trust dated April 7, 2014(12) | 114,750,000 | 114,750,000 | — | — | — | — | — | — | ||||||||||||||||
ARC(13) | 30,147 | 30,147 | — | — | — | — | — | — | ||||||||||||||||
Total | 117,120,101 | 134,078,598 | 79,538 | 79,538 | ||||||||||||||||||||
(*) | Represents less than 1%. |
(**) | Based on 220,614,725 shares of Common Stock issued and outstanding as of March 28, 2025 (excluding up to 8,370,686 shares of Common Stock issuable upon exercise of the Public Warrants). |
(***) | Number of securities is based on information previously provided to the Company by the Selling Securityholder in connection with previous resale registration statements. The actual number of securities held by such Selling Securityholder may be less than the amount shown. |
(+) | Assumes the conversion of the Founder Shares into shares of Common Stock applying a maximum conversion ratio of 2.00:1, rather than the 1.348:1 conversion ratio determined at the Closing of the Business Combination to illustrate the maximum number of shares that each applicable Selling Securityholder may be entitled under the Disputed Shares Escrow Agreements, pending litigation and/or out of court agreement between TMTG and ARC in the Delaware Lawsuit. |
(1) | Mr. Alex Cano was the President and Secretary of Digital World from April 2023 until the consummation of the Business Combination. |
(2) | Mr. Andrew Northwall was formerly the Company’s Chief Operating Officer. |
(3) | Mr. Devin G. Nunes is the Chairman of the Company’s Board of Directors and the Company’s Chief Executive Officer and President. Beneficial ownership prior to the offering consists of (1) 87,154 unrestricted shares and (2) 145,790 restricted shares registered on Form S-8 but does not include 975,244 RSUs. |
(4) | Mr. Edward Preble was a member of Digital World’s Board of Directors from January 2023 until the consummation of the Business Combination. |
(5) | Beneficial ownership prior to the offering consists of (1) 3,043 Conversion Shares as a result of the conversion of Digital World Convertible Notes, and (2) 6,486 restricted shares registered on Form S-8, but does not include 19,460 RSUs. Mr. Swider is also a member of the Company’s Board of Directors and was the Chairman and Chief Executive Officer of Digital World from March 2023 until the consummation of the Business Combination. |
(6) | Mr. Frank Andrews was a member of Digital World’s Board of Directors from January 2023 until the consummation of the Business Combination. In April 2023, Mr. Andrews was voted in as Non-Executive Chairman of the Board of Directors. |
(7) | Ms. Katherine Chiles was Digital World’s Chief Financial Officer from March 2023 until the consummation of the Business Combination. |
(8) | Mr. Vladimir Novachki is the Company’s Chief Technology Officer. Beneficial ownership prior to the offering consists of (1) 37,199 unrestricted shares registered on Form S-1 and (2) 82,780 restricted shares registered on Form S-8 but does not include 409,784 RSUs. |
(9) | The business address of WorldConnect IPTV Solutions, LLC is 1405 Hwy 505, Dodson, LA 71227. |
(10) | The business address of JedTec, L.L.C. is 3923 Elm Street, Choudrant, LA 71227. |
(11) | MZHCI, LLC DBA MZ Group (“MZHCI”) was engaged as the investor relations consultant by the Company on October 25, 2021. The business address of MZHCI is 27422 Aliso Creek, Suite 250, Aliso Viejo, CA 92656. |
(12) | Reflects the President Trump Shares (including the Earnout Shares) issued to President Donald J. Trump pursuant to the terms of the Merger Agreement. These shares were transferred to the Donald J. Trump Revocable Trust Dated April 7, 2014 (the “Trust”) by President Trump in a transfer not involving a purchase or sale from President Trump, who is the settlor and sole beneficiary of the Trust, on December 17, 2024. Donald J. Trump, Jr., President Trump’s son, is the trustee of the Trust and has sole voting and investment power over all securities owned by the Trust. The business address for the Trust is 115 Eagle Tree Terrace, Jupiter, Florida 33477. |
(13) | The business address of ARC Global Investments II, LLC is 78 SW 7th Street, Miami, Florida 33130. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the offered securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of Nasdaq; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share or warrant; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable laws. |
• | the specific securities to be offered and sold; |
• | the names of the Selling Securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters, if not already named herein; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the Selling Securityholders. |
• | an individual who is a U.S. citizen or resident of the United States as determined for U.S. federal income tax purposes; |
• | a corporation or other entity treated as a corporation for U.S. federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the Code) who has the authority to control all substantial decisions of the trust or (ii) that has in effect a valid election under applicable Treasury regulations to be treated as a U.S. person. |
• | the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder); |
• | the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Common Stock or Private Warrants, and, in the case where shares of our Common Stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the five-year period preceding the disposition or such non-U.S. Holder’s holding period for the shares of our Common Stock. Non-U.S. Holders of Private Warrants are urged to consult their own tax advisors regarding the application of the 5% rule in the case of the Private Warrants. There can be no assurance that our Common Stock will be treated as regularly traded on an established securities market for this purpose. |
• | Our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025; |
• | The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 18, 2025; |
• | Our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on February 20, 2025 and March 7, 2025; and |
• | The description of our securities contained in Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 14, 2025, and any amendment or report filed with the SEC for the purpose of updating the description. |
Item 14. | Other Expenses of Issuance and Distribution. |
Amount | |||
SEC registration fee | $ 0 | ||
Accountants’ fees and expenses | * | ||
Legal fees and expenses | * | ||
Financial printing and miscellaneous expenses | * | ||
Total expenses | $ | ||
* | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits |
Exhibit No. | Description | ||
2.1† | Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, August 8, 2023, and September 29, 2023 by and among Digital World Acquisition Corp., DWAC Merger Sub Inc. and Trump Media & Technology Group Corp. (incorporated by reference to Annex A to the proxy statement/prospectus which is part of Amendment No. 6 to the Registration Statement on Form S-4, filed by Digital World Acquisition Corp. on February 14, 2024). | ||
4.1† | Warrant Agreement, dated September 2, 2021, by and between Digital World Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Digital World Acquisition Corp. on September 9, 2021). | ||
4.2† | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A2, filed by Digital World Acquisition Corp. on July 26, 2021). | ||
4.3† | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A2, filed by Digital World Acquisition Corp. on July 26, 2021). | ||
Opinion of Nelson Mullins Riley & Scarborough LLP | |||
Consent of Semple, Marchal & Cooper, LLP, TMTG’s, independent registered public accounting firm of Trump Media & Technology Group Corp. | |||
Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1) | |||
Power of Attorney (included on the signature page of this registration statement) | |||
Filing Fees | |||
* | Filed herewith. |
† | Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request. |
Item 17. | Undertakings |
(a) | The undersigned Registrant hereby undertakes: |
(1) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
(2) | that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | that, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) | each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(6) | that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Trump Media & Technology Group Corp. | ||||||
By: | /s/ Devin Nunes | |||||
Name: | Devin Nunes | |||||
Title: | Chief Executive Officer, President and Chairman | |||||
Name | Position | Date | ||||
/s/ Devin Nunes | Chief Executive Officer, President and Chairman (Principal Executive Officer) | April 1, 2025 | ||||
Devin Nunes | ||||||
/s/ Phillip Juhan | Chief Financial Officer (Principal Financial and Accounting Officer) | April 1, 2025 | ||||
Phillip Juhan | ||||||
/s/ Eric Swider | Director | April 1, 2025 | ||||
Eric Swider | ||||||
/s/ David Bernhardt | Director | April 1, 2025 | ||||
David Bernhardt | ||||||
/s/ Robert Lighthizer | Director | April 1, 2025 | ||||
Robert Lighthizer | ||||||