8-K
Trump Media & Technology Group Corp. (DJT)
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 6, 2024
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40779 | 85-4293042 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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<br><br> <br>Symbol(s) | Name of Each Exchange<br><br> <br>on Which Registered |
|---|---|---|
| Common stock, par value $0.0001 per share | DJT | The Nasdaq Stock Market LLC |
| 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 7.01 | Regulation FD Disclosure. |
|---|
On June 6, 2024, Trump Media & Technology Group Corp. (the “Company”) sent a letter addressed to each of the Chairmen of the U.S. House of Representatives’ Committee on the Judiciary, Committee on Financial Services, Committee on Ways and Means and Committee on Oversight and Reform (the “Fourth Congressional Letter”) to follow up the previously disclosed letters, dated April 23, 2024, May 1, 2024 and May 15, 2024 addressed to the same. The foregoing description of the Fourth Congressional Letter is subject to and qualified in its entirety by reference to the full text of the Fourth Congressional Letter, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, 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<br><br> <br>No. | Description of Exhibits |
| --- | --- |
| 99.1 | Fourth Congressional Letter, dated June 6, 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 6, 2024 | By: | /s/ Scott Glabe |
| Name: | Scott Glabe | |
| Title: | General Counsel |
Exhibit 99.1
401 N Cattlemen Rd., Suite 200, Sarasota, FL
June 6, 2024
| The Honorable Jim Jordan | The Honorable Patrick McHenry |
|---|---|
| Chairman | Chairman |
| Committee on the Judiciary | Committee on Financial Services |
| U.S. House of Representatives | U.S. House of Representatives |
| 2138 Rayburn House Office Building | 2129 Rayburn House Office Building |
| Washington, D.C. 20515 | Washington, D.C. 20515 |
| The Honorable Jason Smith | The Honorable James Comer |
| Chairman | Chairman |
| Committee on Ways and Means | Committee on Oversight and Reform |
| U.S. House of Representatives | U.S. House of Representatives |
| 1139 Longworth House Office Building | 2157 Rayburn House Office Building |
| Washington, D.C. 20515 | Washington, D.C. 20515 |
Dear Chairmen Jordan, McHenry, Smith, and Comer:
I write to follow up my letters of April 23, May 1, and May 15, 2024, concerning the potential manipulation of the stock of Trump Media & Technology Group Corp. (“TMTG”), which trades on the Nasdaq Stock Exchange under the ticker “DJT.”
In my previous letters, I explained the serious anomalies surrounding the trading of DJT stock. I also described DJT’s constant appearance on the Nasdaq Reg SHO Threshold List from April 2, 2024, through June 4, 2024, a result of persistent failures to deliver (“FTDs”) of DJT. These are all strong indicators that DJT may have been subject to illegal “naked” short selling.
I write today to inform you that these acute anomalies appear to have continued since my last letter. Recent data from the Securities and Exchange Commission for May 1-15 reveal that FTDs for DJT remain shockingly high. FTDs exceeded one million shares on seven of the ten trading days covered by the data, and on three of those days—May 2, May 3, and May 6—they exceeded two million shares.
I previously requested that you encourage the Financial Industry Regulatory Authority (“FINRA”) to issue Electronic Blue Sheet (“EBS”) requests pertaining to April 29, April 30, and May 1 to firms that facilitate short sales. Now, I respectfully ask that you add May 2, May 3, May 6, May 30, May 31, and June 3 to these requests. Recipients of these requests should include the following financial firms:
| • | Citadel Securities |
|---|---|
| • | VIRTU Americas |
| --- | --- |
| • | G1 Execution Services |
| --- | --- |
| • | Jane Street Capital |
| --- | --- |
| • | Apex Clearing |
|---|---|
| • | Clear Street |
| --- | --- |
| • | Cobra Trading |
| --- | --- |
| • | Cowen and Company |
| --- | --- |
| • | Curvature Securities |
| --- | --- |
| • | StoneX Securities |
| --- | --- |
| • | TradePro |
| --- | --- |
| • | UBS |
| --- | --- |
| • | Velocity Clearing |
| --- | --- |
Additionally, I reiterate my recommendation to include in your investigation into this matter requests for the following records:
| • | Consolidated Audit Trail (“CAT”) trading data including trading records, quotes, market maker records, and add/drop records, and CAT tables revealing masked fields such<br> as broker aliases; |
|---|---|
| • | FINRA data including brokers’ short interest data and Trade Reporting Facility (“TRF”) data with brokers’ market participant identifiers (“MPIDs”); |
| --- | --- |
| • | Depository Trust and Clearing Corporation (“DTCC”) information including daily position reports, CNS accounting summaries, participant daily activity statements,<br> universal trade capture data, consolidated trade summaries (M209 records), and correspondent clearing records; |
| --- | --- |
| • | Reports from DTCC member firms reflecting total shares short since February 14, 2024 (including trading under the ticker ‘DWAC’ prior to March 26, 2024), CAT data for<br> loan/borrow reports, and daily locate and pre-borrow logs. |
| --- | --- |
DJT stock is mostly held by everyday retail shareholders who invested their own savings. A thorough inquiry into the anomalies of DJT stock trading would help protect these shareholders from any market manipulations and defend them against possible illegal practices by sophisticated Wall Street insiders. As always, I am ready and willing to assist your efforts in any way possible.
Sincerely,
Devin Nunes
CEO, Trump Media & Technology Group Corp.