Trump Media & Technology Group Corp. Files S-1 Registration Statement

TL;DR

<b>Trump Media & Technology Group Corp. has filed an S-1 registration statement with the SEC, formerly operating as Digital World Acquisition Corp.</b>

AI Summary

Trump Media & Technology Group Corp. (DJTWW) filed a IPO Registration (S-1) with the SEC on April 15, 2024. Trump Media & Technology Group Corp. (DJT) filed an S-1 registration statement with the SEC on April 15, 2024. The company was formerly known as Digital World Acquisition Corp. until a name change on March 5, 2021. The filing indicates the company is incorporated in Delaware with its fiscal year ending on December 31. DJT's business address is listed as 401 N. Cattlemen Rd., Ste. 200, Sarasota, FL 34232. The SIC code for the company is 7370, related to computer programming and data processing services.

Why It Matters

For investors and stakeholders tracking Trump Media & Technology Group Corp., this filing contains several important signals. This S-1 filing is a crucial step for DJT, potentially paving the way for future stock offerings or significant corporate actions. The transition from Digital World Acquisition Corp. to Trump Media & Technology Group Corp. signifies a rebranding and likely a shift in strategic focus.

Risk Assessment

Risk Level: medium — Trump Media & Technology Group Corp. shows moderate risk based on this filing. The company's S-1 filing indicates it is a non-accelerated filer, suggesting it may not meet the criteria for accelerated filer status, which could imply certain financial or operational thresholds have not yet been met.

Analyst Insight

Monitor future SEC filings from DJT for updates on their business strategy, financial performance, and any potential stock offerings.

Key Numbers

• 2024-04-15 — Filing Date (Date the S-1 registration statement was filed)
• 2021-03-05 — Name Change Date (Date Digital World Acquisition Corp. changed its name)
• 1231 — Fiscal Year End (Company's fiscal year end date)

Key Players & Entities

• Trump Media & Technology Group Corp. (company) — Filer name
• Digital World Acquisition Corp. (company) — Former company name
• SEC (regulator) — Regulatory body receiving the filing
• 401 N. Cattlemen Rd., Ste. 200, Sarasota, FL 34232 (company) — Business address
• 7370 (company) — Standard Industrial Classification code

FAQ

Industry Context

The company operates within the services sector, specifically in computer programming and data processing.

Regulatory Implications

The S-1 filing is a standard registration statement required by the Securities and Exchange Commission (SEC) for companies planning to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed financial information and risk factors.
2. Track future disclosures from DJT regarding business operations and strategic initiatives.
3. Analyze market reaction and analyst coverage following this S-1 submission.

Year-Over-Year Comparison

This is an S-1 filing, which is a registration statement for new or secondary offerings, indicating a significant corporate event rather than a routine quarterly or annual report.

Key Financial Figures

• $0.0001 — 21,491,251 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 "
• $32.59 — rants). Despite the closing price being $32.59 per share of Common Stock as of April 1
• $32.58 — may receive potential profits of up to $32.58 per share. The Selling Securityholders
• $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 — tal World 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
• $15.00 — hares of Common Stock equals or exceeds $15.00 per share for any 20 trading days withi

Filing Documents

• ny20026576x1_s1.htm (S-1) — 4250KB
• ny20026576x1_ex5-1.htm (EX-5.1) — 13KB
• ny20026576x1_ex23-1.htm (EX-23.1) — 2KB
• ny20026576x1_ex23-2.htm (EX-23.2) — 2KB
• ny20026576x1_ex107.htm (EX-FILING FEES) — 23KB
• logo_adeptus.jpg (GRAPHIC) — 3KB
• logo_trumpmediax1.jpg (GRAPHIC) — 23KB
• ny2002657x1_ex5-1image01.jpg (GRAPHIC) — 19KB
• 0001140361-24-019745.txt (&nbsp;) — 12947KB
• djt-20240415.xsd (EX-101.SCH) — 92KB
• djt-20240415_cal.xml (EX-101.CAL) — 80KB
• djt-20240415_def.xml (EX-101.DEF) — 539KB
• djt-20240415_lab.xml (EX-101.LAB) — 928KB
• djt-20240415_pre.xml (EX-101.PRE) — 669KB
• ny20026576x1_s1_htm.xml (XML) — 1259KB

USE OF PROCEEDS

USE OF PROCEEDS 62 DETERMINATION OF OFFERING PRICE 63 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 64 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 66

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 74 OUR BUSINESS 92 MANAGEMENT 108 EXECUTIVE AND DIRECTOR COMPENSATION 116 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 120 PRINCIPAL SECURITYHOLDERS 124 SELLING SECURITYHOLDERS 126

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 133 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 141 PLAN OF DISTRIBUTION 146 LEGAL MATTERS 150 EXPERTS 150 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 150 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 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 Securit

View Full Filing

View this S-1 filing on SEC EDGAR