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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): May 15, 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 May 15, 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 “Third Congressional Letter”) to follow on the previously disclosed letters, dated April 23, 2024 and May 1, 2024, addressed to the same. The Third Congressional Letter asks each of the chairmen to encourage the Financial Industry Regulatory Authority (“FINRA”) to issue, to firms that facilitate short sales, Electronic Blue Sheet requests pertaining to trading of the Company’s stock on April 29, April 30, and May 1, 2024. The foregoing description of the Third Congressional Letter is subject to and qualified in its entirety by reference to the full text of the Third 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.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit
No.
 
Description of Exhibits
 
Third Congressional Letter, dated May 15, 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: May 15, 2024
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel


EX-99.1 2 ny20026576x19_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

401 N Cattlemen Rd., Suite 200, Sarasota, FL

May 15, 2024

The Honorable Jim Jordan
The Honorable Patrick McHenry
Chairman
Chairman
Committee on the Judiciary
Committee on Financial Services
U.S. House of Representatives
U.S. House of Representatives
2138 Rayburn House Office Building
2129 Rayburn House Office Building
Washington, D.C. 20515
Washington, D.C. 20515
   
The Honorable Jason Smith
The Honorable James Comer
Chairman
Chairman
Committee on Ways and Means
Committee on Oversight and Reform
U.S. House of Representatives
U.S. House of Representatives
1139 Longworth House Office Building
2157 Rayburn House Office Building
Washington, D.C. 20515
Washington, D.C. 20515

Dear Chairmen Jordan, McHenry, Smith, and Comer:

I write to follow up my letters of April 23, 2024, and May 1, 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.”

As you know, Securities and Exchange Commission (“SEC”) Regulation SHO (“Reg SHO”) guidance clearly states that the only way to establish “reasonable grounds” for short sales of threshold securities like DJT 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.”1  SEC guidance also provides that “bona-fide market-making does not include activity that is related to speculative selling strategies for investment purposes of the broker-dealer and is disproportionate to the usual market making patterns or practices of the broker-dealer in that security.”2  Despite this clear guidance, TMTG’s stock has appeared continuously since April 2, 2024, on the Nasdaq Reg SHO Threshold List, which results from persistent failures to deliver (“FTDs”) and can indicate the illegal “naked” short selling of a security.

The apparent anomalies surrounding the trading of DJT have become chronic and alarming to TMTG.  In the last 30 trading days, an extraordinary volume of DJT shares traded have been shorts, leading to an astonishing quantity of FTDs.  In fact, recently published SEC data indicate that FTDs exceeded 1 million DJT shares on eleven separate trading days between April 9, 2024, and April 30, 2024, with a peak of over 2.3 million FTDs on April 29, 2024, alone.3  Data made available to us suggest that serious anomalies may have occurred on that date, as well as on April 30 and May 1.

1https://www.sec.gov/divisions/marketreg/mrfaqregsho1204.htm (see Question 4.4)
2 https://www.sec.gov/investor/pubs/regsho.htm
3 https://www.sec.gov/data/foiadocsfailsdatahtm

I respectfully request that you encourage the Financial Industry Regulatory Authority (“FINRA”) to issue Electronic Blue Sheet (“EBS”) requests pertaining to April 29, April 30, and May 1 to firms that facilitate short sales, including but not limited to the following:

•
Citadel Securities
•
VIRTU Americas
•
G1 Execution Services
•
Jane Street Capital
•
Apex Clearing
•
Clear Street
•
Cobra Trading
•
Cowen and Company
•
Curvature Securities
•
StoneX Securities
•
TradePro
•
Velocity Clearing

In addition to obtaining relevant information from FINRA regarding these EBS requests, which could shed light on potential violations of Reg SHO, I again advise you to include in your investigation into this matter requests for the following records:

•
Consolidated Audit Trail (“CAT”) trading data including trading records, quotes, market maker records, and add/drop records, and CAT tables revealing masked fields such as broker aliases;
•
FINRA data including brokers’ short interest data and Trade Reporting Facility (“TRF”) data with brokers’ market participant identifiers (“MPIDs”);
•
Depository Trust and Clearing Corporation (“DTCC”) information including daily position reports, CNS accounting summaries, participant daily activity statements, universal trade capture data, consolidated trade summaries (M209 records), and correspondent clearing records;
•
Reports from DTCC member firms reflecting total shares short since February 14, 2024 (including trading under the ticker ‘DWAC’ prior to March 26, 2024), CAT data for loan/borrow reports, and daily locate and pre-borrow logs.

I remain convinced that a robust inquiry is needed to protect shareholders, including TMTG’s retail shareholders, and to ensure that Main Street investors retain their faith in the fairness of U.S. markets. To that end, I am ready and willing to assist your efforts in any way possible.

 
Sincerely,
   
 
Devin Nunes
 
CEO, Trump Media & Technology Group Corp.

Cc:
The Honorable Vern Buchanan
The Honorable Greg Steube