TMTG Files 8-K: Material Agreement, Equity Sales

TL;DR

TMTG filed an 8-K on 8/26/25 covering a material agreement and equity sales.

AI Summary

On August 26, 2025, Trump Media & Technology Group Corp. (TMTG) filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and other events, including financial statements and exhibits. TMTG, formerly known as Digital World Acquisition Corp., is incorporated in Florida and headquartered in Sarasota.

Why It Matters

This 8-K filing indicates significant corporate activity for Trump Media & Technology Group, potentially impacting its stock and investor relations.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to significant stock price volatility.

Key Players & Entities

• Trump Media & Technology Group Corp. (company) — Filer of the 8-K report
• Digital World Acquisition Corp. (company) — Former name of Trump Media & Technology Group Corp.
• August 26, 2025 (date) — Date of the earliest event reported
• 401 N. CATTLEMEN RD. STE. 200, SARASOTA, FL 34232 (location) — Business and mailing address

FAQ

Key Financial Figures

• $0.0001 — ich Registered Common stock, par value $0.0001 per share DJT The Nasdaq Stock Mark
• $11.50 — re common stock at an exercise price of $11.50 DJTWW The Nasdaq Stock Market LLC
• $50 million — mon Stock (the "Subscribed Shares") and $50 million in cash, in exchange for 684,427,004 CR
• $0.153413 — ange at 20:00 GMT on August 22, 2025 of $0.153413 per CRO, was valued at approximately $1
• $105 million — 13 per CRO, was valued at approximately $105 million. The Purchase Agreement contains custo

Filing Documents

• ef20054552_8k.htm (8-K) — 43KB
• ef20054552_ex10-1.htm (EX-10.1) — 228KB
• ef20054552_ex99-1.htm (EX-99.1) — 28KB
• ef20054552_ex99-2.htm (EX-99.2) — 29KB
• 0001140361-25-032615.txt ( ) — 597KB
• djt-20250826.xsd (EX-101.SCH) — 5KB
• djt-20250826_def.xml (EX-101.DEF) — 19KB
• djt-20250826_lab.xml (EX-101.LAB) — 29KB
• djt-20250826_pre.xml (EX-101.PRE) — 21KB
• ef20054552_8k_htm.xml (XML) — 10KB

01

Item 1.01 Entry into a Definitive Material Agreement. On August 26, 2025, Trump Media & Technology Group Corp. (the "Company") entered into a privately negotiated purchase agreement (the "Purchase Agreement") with Foris Holdings US, Inc. a Delaware corporation (the "Purchaser"). Pursuant to the Purchase Agreement, the Company has agreed to transfer to Purchaser 2,797,985 shares of the Company's Common Stock (the "Subscribed Shares") and $50 million in cash, in exchange for 684,427,004 CRO (the "CRO"), which is the native cryptocurrency of the Cronos blockchain, and which at the price of CRO as quoted on Crypto.com Exchange at 20:00 GMT on August 22, 2025 of $0.153413 per CRO, was valued at approximately $105 million. The Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Purchaser, and customary closing conditions, indemnification rights, and other obligations of the parties. The sale of the Subscribed Shares and the transfer of the CRO closed on August 26, 2025. The Purchase Agreement is governed by the laws of the State of Florida. The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated in this Current Report on Form 8-K by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 related to the Securities is hereby incorporated by reference into this Item 3.02. The issuance of the Subscribed Shares under the Purchase Agreement is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act.

01

Item 8.01 Other Events. On August 26, 2025, the Company issued a press release regarding the entry into the Purchase Agreement, and other matters (the "Purchase Agreement Press Release"), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On August 26, 2025, the Company issued a joint press release (the "Business Combination Press Release") announcing that it executed a Business Combination Agreement, dated as of August 25, 2025, with Yorkville Acquisition Corp., a Cayman Islands exempted company (the "SPAC"), YA S3 Inc., a Florida Corporation and an indirect wholly owned subsidiary of the SPAC, Foris Holdings KY Limited, a Cayman Islands exempted company, Crypto.com Strategy Holdings, a Cayman Islands exempted company, and Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company. The Business Combination Press Release is attached to this Current Report as Exhibit 99.2 and incorporated by reference into this Current Report.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibits 10.1 Purchase Agreement between Trump Media & Technology Group Corp. and Foris Holdings US, Inc., dated August 26, 2025. 99.1 Purchase Agreement Press Release, dated August 26, 2025. 99.2 Business Combination Press Release, dated August 26, 2025. 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: August 26, 2025 By: /s/ Scott Glabe Name: Scott Glabe Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR