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 4, 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 | Other Events. |
|---|
On June 4, 2024, Trump Media & Technology Group Corp. (the “Company”) sent a letter addressed to Adena T. Friedman, Chair and Chief Executive Officer of Nasdaq, Inc. (the “Second Nasdaq Letter”). The foregoing description is subject to and qualified in its entirety by reference to the full text of the Second Nasdaq 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 | Second Nasdaq Letter, dated June 4, 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 4, 2024 | By: | /s/ Scott Glabe |
| Name: | Scott Glabe | |
| Title: | General Counsel |
Exhibit 99.1
401 N Cattlemen Rd., Suite 200, Sarasota, FL
June 4, 2024
Adena T. Friedman
Chair and Chief Executive Officer
Nasdaq, Inc.
Via Electronic Mail
Dear Ms. Friedman,
I write to follow up my letter of April 18, 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 letter, 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 since April 2, 2024, which results from persistent failures to deliver (FTDs) of DJT. These are all strong indicators that DJT may be subject to illegal “naked” short selling.
I write today to inform you that these acute anomalies appear to be growing even more severe. New 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.
In light of this information, it’s unsurprising that as of today, DJT still appears on the Nasdaq Reg SHO Threshold List.
In order to determine if sophisticated investors—either individuals or financial institutions—are engaging in illegal naked short selling of DJT stock, I have requested that Congress encourage the Financial Industry Regulatory Authority (“FINRA”) to issue Electronic Blue Sheet (“EBS”) requests pertaining to April 29, April 30, May 1, May 2, May 3, May 6, May 30, May 31, and June 3, 2024. 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 |
| --- | --- |
In furtherance of these requests, I ask Nasdaq to fulsomely cooperate with any and all congressional or other investigations into these firms—including by promptly providing responsive data within Nasdaq’s possession.
DJT stock is held by more than 620,000 shareholders, the vast majority of whom are everyday retail investors. 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 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.