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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 19, 2024


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 or organization)
(Commission
 File Number)
(I.R.S. Employer
 Identification Number)

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
 Symbol(s)
  
Name of each exchange
 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 of 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 April 19, 2024, Devin Nunes, the Chief Executive Officer of Trump Media & Technology Group Corp. (the “Company”) was interviewed on The Chris Salcedo Show on Newsmax. A copy of the transcript of the interview is attached hereto as Exhibit 99.1.

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
 No.
  
Description of Exhibits
   
 
Transcript of Interview of Devin Nunes on The Chris Salcedo Show.
   
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 22, 2024
    
 
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel

EX-99.1 2 ny20026576x9_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Newsmax Interview
CEO Devin Nunes – The Chris Salcedo Show – April 2024

CHRIS SALCEDO: Exciting news coming out of Truth Social. You’re about to start a streaming platform on Truth Social. I simulcast my radio show—you know this very well—on Rumble and on Gettr, and I can’t wait to get on Truth Social. But I wanted to talk about a perceived attack on the company and the stock. Your company asked NASDAQ, ‘Keep an eye out for some short-selling tactics—nefarious short-selling tactics.’ And, according to a Truth Social post, you say Citadel—after you just asked the NASDAQ, ‘Hey, just keep an eye out’—Citadel came at you. What’s up with that?

DEVIN NUNES: Look, I think it’s very unusual behavior. And look, we’re here to defend our retail shareholders. Like, I don’t give a damn if Wall Street doesn’t support us. In fact, we welcome it. But we have millions of retail shareholders—or, we have millions of people in the United States, we have hundreds of thousands of retail shareholders, we don’t have any institutions, zero Wall Street money. That’s okay. But when you see irregular behavior occurring, where it looks like our retail shareholders could be taken advantage of—which is what many of our shareholders believe—and if they call me or they contact us, we have a responsibility to reach out to the NASDAQ and say, ‘Hey, we’re seeing this.’ You know, we are on this Reg SHO list—not to get in the weeds here, Chris—but that means there’s irregular activity. And so, I think by the response you’re seeing from some of these investment banks, clearly, we’re right over the target, there’s something wrong—and look, we’re going to get to the bottom of it if there is. If there’s not, the obvious response, if you think there’s nothing wrong, you say there’s nothing wrong. You don’t go out and basically attack me personally. You basically just say there’s nothing wrong, we’d love to work with you, and that’s how it should be done. So, since they’re making the personal attacks, if we continue to show up on these lists and there appears like there’s unusual activity, you can be damn sure that this investigation will continue. And that’ll include if we have to go to the Congress, if we have to take legal action, we will do whatever it takes to defend our retail investors. And what’s at the heart of all this? Remember, at the beginning of the week Joe Biden mentions Truth Social and our stock price. Isn’t that weird? That happened at the beginning of the week.

CHRIS SALCEDO: I saw that. I saw that. And, you know, the stock price, by the way, rebounding a little bit, too. I wanted to make mention of that. Devin Nunes, thank you sir, got to scoot. Appreciate the visit, as always.