Trump Media & Technology Group Corp 8-K, filed May 2, 2024
Trump Media & Technology Group Corp. (DJT)
8-K
2024-05-02
For: 2024-05-01
View Original
Added on
July 04, 2026
About this 8-K
Trump Media & Technology Group Corp filed this 8-K on May 2, 2024, reporting on events of May 1, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): May 1, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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. ☐
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Item 7.01
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Other Events.
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On May 1, 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 “Second Congressional Letter”) to follow on the previously disclosed letter, dated April 23, 2024,
addressed to the same. The Second Congressional Letter encourages each of the chairmen to seek documents and testimony from certain firms that facilitate short sales, and reiterates that quick action is necessary to protect retail shareholders,
identify wrongdoers, and determine whether any laws including RICO statutes and tax evasion laws have been violated. The foregoing description of the Second Congressional Letter is subject to and qualified in its entirety by reference to the full
text of the Second 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit No.
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Description of Exhibits
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Second Congressional Letter, dated May 1, 2024.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Trump Media & Technology Group Corp.
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Dated: May 1, 2024
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By:
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/s/ Scott Glabe
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Name:
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Scott Glabe
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Title:
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General Counsel
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Exhibit 99.1
401 N Cattlemen Rd., Suite 200, Sarasota, FL
May 1, 2024
| The Honorable Jim Jordan | The Honorable Patrick McHenry |
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Chairman
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Chairman
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Committee on the Judiciary
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Committee on Financial Services
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U.S. House of Representatives
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U.S. House of Representatives
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2138 Rayburn House Office Building
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2129 Rayburn House Office Building
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Washington, D.C. 20515
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Washington, D.C. 20515
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The Honorable Jason Smith
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The Honorable James Comer
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Chairman
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Chairman
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Committee on Ways and Means
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Committee on Oversight and Reform
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U.S. House of Representatives
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U.S. House of Representatives
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1139 Longworth House Office Building
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2157 Rayburn House Office Building
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Washington, D.C. 20515
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Washington, D.C. 20515
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Dear Chairmen Jordan, McHenry, Smith, and Comer:
I write to follow on my letter of April 23, 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.”
The Securities and Exchange Commission’s (“SEC”) Regulation SHO (“Reg SHO”) generally “prohibits a broker-dealer from accepting a short sale order in any
equity security . . . unless the broker-dealer has: borrowed the security, entered into a bona-fide arrangement to borrow the security, or reasonable grounds to believe that the security can be borrowed so that it can be delivered on the date
delivery is due.”1 To support “reasonable grounds,” a “locate” “must be made and documented prior to effecting the short sale.”2
DJT has continuously remained on Nasdaq’s Reg SHO Threshold List since April 2, 2024. An appearance on the threshold list results from persistent settlement
failures,3 and triggers a heightened responsibilities for market participants. For threshold securities such as DJT, SEC guidance clearly states that the only way to establish “reasonable grounds” for short sales is if the broker-dealer pre-borrows the securities; moreover, “a broker-dealer may not re-apply a locate for intra-day buy to cover trades.”4
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1
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https://www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm
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2
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https://www.sec.gov/investor/pubs/regsho.htm#:~:text=Regulation%20SHO%20requires%20a%20broker,to%20effecting%20the%20short%20sale
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3
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According to recently-released SEC data, “failures to deliver” exceeded 720,000 shares every trading day during the first half of April 2024,
peaking at over 1,000,000 shares on April 9. See https://www.sec.gov/data/foiadocsfailsdatahtm
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4
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https://www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm (see Question 4.4)
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Based on factors including the volume and price of purportedly available “locates,” TMTG has identified ongoing anomalies in DJT trading. To assist in
determining whether intra-day short sales of DJT are being approved in violation of SEC rules, we would encourage you to seek documents and testimony from firms (including several Depository Trust Company members) that facilitate short sales,
including the following:
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Apex Clearing
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Clear Street
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Cobra Trading
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Cowen and Company
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Curvature Securities
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StoneX Securities
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TradePro
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Velocity Clearing
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In addition to asking for records and information regarding trading in DJT, relevant documents include compliance policies—including any policies that condone
the application of a “multiplier” to facilitate the lending of more shares than are actually available.
As noted in my previous letter, I believe quick action is necessary to protect retail shareholders, identify wrongdoers, and determine whether any laws
including RICO statutes and tax evasion laws have been violated. I appreciate your prompt attention to these matters and remain willing to assist your investigation in any way possible.
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Sincerely,
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Devin Nunes
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CEO, Trump Media & Technology Group
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Cc:
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The Honorable Vern Buchanan
The Honorable Greg Steube
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