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): April 3, 2025
Trump Media & Technology Group Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40779 | 85-4293042 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer 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) |
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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:
| Title of Each Class | Trading<br><br> <br>Symbol(s) | Name of Each<br><br> <br>Exchange<br><br> <br>on Which Registered |
|---|---|---|
| Common stock, par value $0.0001 per share | DJT | The Nasdaq Stock Market LLC |
| Redeemable 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. |
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On April 3, 2025, Trump Media & Technology Group Corp. (the “Company”) sent a letter to Financial Times regarding its story by George Steer titled, “Trump Media Shares fall after president kicks off sale of $2.3bn stake.”, 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.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding, among other things, the plans, strategies, and prospects, both business and financial, of TMTG, Truth.Fi, and its products and services and related matters. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations that the Company describes in its forward-looking statements. There may be events in the future that the Company is not accurately able to predict, or over which the Company has no control.
You should not place undue reliance on forward-looking statements. Although the Company may elect to update forward-looking statements in the future, the Company disclaims any obligation to do so, even if our assumptions and projections change, except where applicable law may otherwise require us to do so. Forward-looking statements are not guarantees of performance. Readers should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements herein. Important factors that may affect these projections or expectations include, but are not limited to: our ability to recognize the anticipated benefits of Truth.Fi and our future collaborations; our ability to develop and launch new products and offerings; our ability to obtain regulatory approval; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history making it difficult to evaluate our business and prospects; our inability to effectively manage future growth and achieve operational efficiencies; our inability to grow or maintain our active user base; our inability to achieve or maintain profitability; occurrence of a cyber incident resulting in information theft, data corruption, operational disruption and/or financial loss; potential diversion of management’s attention and consumption of resources as a result of new products and strategies; and those additional risks, uncertainties and factors described in more detail under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our other filings with the SEC, which describe additional factors that could adversely affect our business, financial condition, or results of operations. The Company’s SEC filings are available publicly on the SEC website at www.sec.gov. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
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| Exhibit<br><br> <br>No. | Description of Exhibits |
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| 99.1 | Letter to Financial Times dated April 3, 2025. |
| 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: April 3, 2025 | By: | /s/ Scott Glabe |
| Name: | Scott Glabe | |
| Title: | General Counsel and Secretary |
Exhibit 99.1
April 3, 2025
Re: Financial Times engages in defamation, market manipulation in effort to sabotage Trump Media
To Whom It May Concern,
On April 2, 2025, Financial Times published a story by George Steer titled, “Trump Media shares fall after president kicks off sale of $2.3bn stake.” The thrust and focus of the article is the false and defamatory implication that a registration statement on Form S-3 (“S-3”) filed with the U.S. Securities and Exchange Commission by TMTG on April 2, 2025, indicates that the Donald J. Trump Revocable Trust, dated April 7, 2014 (“the Trust”), TMTG’s largest shareholder, is preparing to sell its shares in TMTG. The article included the following false implications and assertions:
| ● | “Trump Media shares fall after president kicks off sale of $2.3bn stake” |
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| ● | “Donald Trump’s social media company slumped after the president opened the door to selling his entire $2.3bn stake . . .” |
| --- | --- |
| ● | “Shares in Trump Media and Technology Group, which operates Truth Social, fell as much as 8 per cent early on Wednesday after the company said in a filing with regulators that it planned to sell more than 142mn shares.” |
| --- | --- |
| ● | “The filing with the Securities and Exchange Commission late on Tuesday showed that Trump’s 114mn shares are included in the sale . . .” |
| --- | --- |
The article completely omits the critical fact, as is stated in the S-3 filing itself, that the filing consolidates prior registration statements. The Trust’s TMTG shares, in fact, had been registered previously on Form S-1 (“S-1”)—as Financial Times also could have discovered through a Google search or a search of the SEC EDGAR system—and the S-3 filing did not cause or reflect a change in the status of those shares. Moreover, the filing makes clear that re-registering the Trust shares does not necessarily indicate there are any plans to sell the shares.
Despite its supposed expertise in financial matters, Financial Times also failed to note that it is customary and expected—and beneficial to shareholders—for a U.S. public company to shift from S-1 to S-3 when it becomes eligible to do so.
The omission of these facts, combined with the statements quoted above, misrepresent the S-3 filing as an indication of a new intention either by TMTG or by the Trust to sell TMTG shares. The spread of this false implication throughout the media caused a severe drop in TMTG’s stock price.
The omission of these publicly available facts to advance a completely false narrative was clearly a deliberate act of market manipulation designed to harm TMTG and depress its stock price, as an act of retaliation against a company the Financial Times opposes due to the Financial Times’ political bias.
When placed in the context of the S-3 filing being a routine restatement of the previously reported and registered status quo with respect to the Trust shares, nothing substantive remains of the Financial Times story.
As a result, while insufficient to fully remediate the damage described above, TMTG insists that the article be wholly retracted and removed from the Internet, along with all social media posts by any of its reporters or employees that link to the story. We also demand that Financial Times announce the retraction in a prominent place in its print edition and on its website. Failure to take these remedial steps will result in litigation and complaints to the relevant authorities concerning Financial Times’ potentially criminal acts involved in this stock manipulation scheme.
With this letter you are also on notice of your ongoing obligations to preserve documents related to TMTG. Accordingly, you must ensure that you and your principals, parent companies, affiliates, agents, subcontractors, reporters, editors, and all sources of information upon which you relied are preserving and retaining all emails, text messages (including messages sent over social media or messaging platforms such as Facebook, Signal, WhatsApp, Telegram, etc.), audiovisual recordings, voice mails, drafts, notes, communications, documents (including prior versions or iterations of documents), data, and electronically stored information of any kind that relate in any way to these matters.
Without any limitation, this requires you to preserve all research and due diligence you conducted or instructed others to conduct relating to TMTG. The laws and rules prohibiting destruction of evidence apply to electronically stored information in the same manner as they do to other evidence. Due to its format, electronic information is easily deleted, modified, or corrupted. Accordingly, you must take every reasonable step to preserve this information until this matter is resolved. This may include, but would not be limited to, an obligation to discontinue all data destruction and backup data recycling policies and procedures on any and all devices within your possession, custody, or control.
This also obligates you to change the settings on any online messaging application or account to retain all messages. Your obligation to preserve documents applies both to you individually, and to any employee or agent.
Please confirm receipt of this letter and confirm your intent to retract the article.
Please also confirm that you intend to adhere to your obligations to retain documents, data, communications, and information as set forth above and as required by law. This is not a complete recitation of TMTG’s rights and remedies, all of which are expressly reserved.
We look forward to your prompt response.
Sincerely,
Trump Media & Technology Group