Trump Media Files S-1/A Amendment

TL;DR

TMTG filed an S-1/A amendment. Still a public company.

AI Summary

Trump Media & Technology Group Corp. filed an S-1/A amendment on June 14, 2024, regarding its registration statement. The company, formerly known as Digital World Acquisition Corp., is incorporated in Delaware and headquartered in Sarasota, Florida. This filing is an amendment to a previous registration statement filed under the Securities Act of 1933.

Why It Matters

This filing is a procedural update to a registration statement, indicating ongoing regulatory compliance and potential future actions by Trump Media & Technology Group Corp.

Risk Assessment

Risk Level: medium — S-1/A filings are typically routine amendments, but the nature of the company and its previous volatility warrant a medium risk assessment.

Key Numbers

• 333-278678 — SEC File Number (Identifies the specific registration statement)
• 0001849635 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Trump Media & Technology Group Corp. (company) — Registrant
• Digital World Acquisition Corp. (company) — Former company name
• Devin G. Nunes (person) — Chief Executive Officer
• June 14, 2024 (date) — Filing date
• Sarasota, Florida (location) — Company headquarters

FAQ

Key Financial Figures

• $0.0001 — 14,375,000 shares of our common stock, $0.0001 par value per share (the " Common Stock
• $10.00 — offering of Digital World at a price of $10.00 per unit, each unit consisting of one s
• $11.50 — Stock and half a warrant exercisable at $11.50 per share of Common Stock (the " Digita
• $0.0017 — l public offering of DWAC at a price of $0.0017 per share, which share amount assumes a
• $0.0029 — ders by ARC for an approximate price of $0.0029 (including 1,056,582 shares of Common S
• $8.00 — d Convertible Units, each at a price of $8.00 (collectively the " Conversion Shares "
• $45.49 — example, based on the closing price of $45.49 per share on June 4, 2024, ARC and othe
• $45.48 — may receive potential profits of up to $45.48 per share. The Selling Securityholders
• $26.35 — losing price of our Public Warrants was $26.35 per Public Warrant. We are an "emergin
• $9,651,250 — d affiliates for an aggregate amount of $9,651,250, which were converted into 965,125 shar
• $50,000,000 — ternative Financing Notes " means up to $50,000,000 in 8.00% interest bearing convertible p
• $16,853,950 — r " DWA C Convertible Notes " means the $16,853,950 in non-interest-bearing convertible pro
• $4,832,700 — ompensation Plan, Company common stock. $4,832,700 of such convertible promissory notes we
• $10,000,000 — o Digital World prior to Closing. Up to $10,000,000 of such convertible promissory notes ma
• $12.50 — hares of Common Stock equals or exceeds $12.50 per share for any 20 trading days withi

Filing Documents

• ny20026576x31_s1a.htm (S-1/A) — 3298KB
• ny20026576x31_ex23-1.htm (EX-23.1) — 3KB
• logo_trumpmedia.jpg (GRAPHIC) — 23KB
• ny20026576x31_footer1.jpg (GRAPHIC) — 31KB
• ny20026576x31_header1.jpg (GRAPHIC) — 128KB
• ny20026576x31_letterhead.jpg (GRAPHIC) — 113KB
• 0001140361-24-030114.txt ( ) — 3707KB

USE OF PROCEEDS

USE OF PROCEEDS 62 DETERMINATION OF OFFERING PRICE 63 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 64

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 66 OUR BUSINESS 89 MANAGEMENT 106 EXECUTIVE AND DIRECTOR COMPENSATION 114 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 118 PRINCIPAL SECURITYHOLDERS 122 SELLING SECURITYHOLDERS 124

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 132 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 140 PLAN OF DISTRIBUTION 145 LEGAL MATTERS 149 EXPERTS 149 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 149 WHERE YOU CAN FIND MORE INFORMATION 151 Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses we have authorized for use in connection with this offering. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Securityholders are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: Neither we nor the Selling Securityholders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our securities and the distribution of this prospectus outside the United States. i TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the " SEC ") using the "shelf" registration process. Under this shelf registration process, the Selling Securityholders

View Full Filing

View this S-1/A filing on SEC EDGAR