トランプメディア&テクノロジーGの適時開示・その他

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 29, 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)		(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)

☐	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
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 April 29, 2024, Trump Media & Technology Group Corp. (the “Company”) issued a press release highlighting steps Company shareholders can take to prevent the lending of their shares by brokerage firms for the purpose of short selling. A copy of the press release 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 No.		Description of Exhibits
99.1		Press Release, dated April 29, 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: April 29, 2024	By:	/s/ Scott Glabe
	Name:	Scott Glabe
	Title:	General Counsel

EX-99.1 2 ny20026576x13_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

TRUMP MEDIA PROVIDES ADDITIONAL INFORMATION TO DJT INVESTORS REGARDING RECALLING SHARES

Sarasota, FL, April 29, 2024 — Trump Media & Technology Group Corp. (NASDAQ: DJT) (“TMTG” or the “Company”) is highlighting actions DJT shareholders can take to prevent the lending of their shares by brokerage firms for the purpose of short selling.

The Company’s shareholder base primarily consists of retail investors who hold their shares through various brokerage firms. Many of these retail shareholders invested in DJT because they support TMTG’s mission to create a free-speech beachhead against Big Tech censorship.

TMTG wants to clarify that if shares are currently on loan by brokerage firms to facilitate short selling, shareholders have the option of asking their broker to recall their shares.

After recalling their shares, long-term shareholders who believe in the Company’s future can then hold their DJT shares in a cash account, opt out of any securities lending programs, or move their shares to a Direct Registration (“DRS”) account at the Company’s transfer agent, Odyssey Transfer & Trust Company.

Form of Letter to Broker

If investors decide to instruct their broker not to make their shares available for lending, the following is a sample of the language they can use in their email or letter to the Branch Manager of their brokerage account:

[Broker Name]

[Broker Address]

Attn: Branch Manager

My Account [Account Number]

Dear Sir or Madam:

Please accept this written instruction to make sure that the following securities are held in my cash account only and accordingly are not available for any stock loan activities. I hereby expressly opt-out of any securities lending programs and instruct you to not loan out any of my shares. Additionally, as applicable, please recall any shares that are currently on loan.

Securities:

[Number] shares of Trump Media & Technology Group Corp. (DJT) and any DJT shares subsequently acquired.

Please confirm receipt and compliance with this request.

Additional Information Regarding Moving Shares Out of Brokerage Accounts

Please note that investors may incur certain costs in connection with transferring shares out of a brokerage account and, once their shares are moved to our transfer agent, their ability to timely transfer their shares back to a brokerage firm and sell may be a longer process. Holding shares in physical certificate form involves risk of loss or destruction where a bond of indemnity is required to replace the certificate(s).

Not Investment Advice

The information in this release does not constitute or purport to be investment advice. The Company encourages investors to speak with their financial advisor about any transactions and strategies such as using cash accounts to hold their securities instead of margin accounts and the lack of liquidity resulting from or costs of transferring and holding their shares at our transfer agent to ensure they are appropriate for the investors’ individual circumstances.

About TMTG

The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

Investor Relations Contact:

Shannon Devine (MZ Group | Managing Director - MZ North America)

Email: shannon.devine@mzgroup.us

Media Contact:

press@tmtgcorp.com