Form 8-K - Current report

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 9, 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 9, 2024, Trump Media & Technology Group Corp. (the “Company”) sent a letter addressed to the Honorable Ashley Moody, Attorney General of the State of Florida (the “Letter”) regarding the potential manipulation of the Company’s stock. The Letter respectfully requests that the Attorney General take any actions necessary to determine the nature and extent of any illicit activities among multiple market counterparties, and encourages her to seek documents and testimony from certain firms that facilitate short sales. The foregoing description of the Letter is subject to and qualified in its entirety by reference to the full text of the 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
99.1		Letter, dated May 9, 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 10, 2024	By:	/s/ Scott Glabe
	Name:	Scott Glabe
	Title:	General Counsel

Exhibit 99.1

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

May 9, 2024

The Honorable Ashley Moody

Attorney General

State of Florida

PL-01, The Capitol

Tallahassee, FL 32399-1050

Via Electronic Mail

Dear Attorney General Moody,

I write regarding the apparent manipulation of the stock of Trump Media & Technology Group Corp. (“TMTG”), which trades on the Nasdaq Stock Exchange under the ticker “DJT.”

TMTG is headquartered in Sarasota, Florida. Its 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. In fact, recently-published Securities and Exchange Commission (SEC) data indicate that FTDs exceeded 1.1 million DJT shares on April 9, 2024.¹

Furthermore, data made available to us indicate that just four market participants have been responsible for over 60% of the extraordinary volume of DJT shares traded: Citadel Securities, VIRTU Americas, G1 Execution Services, and Jane Street Capital.

While DJT has consistently been among the most expensive stocks to borrow legally, TMTG assesses that some sellers have been paying a drastically reduced rate to obtain so-called “locates” for seemingly illegitimate “naked” short sales. The anomalies surrounding the trading of DJT suggest the possibility of unlawful collusion among multiple market counterparties including, without limitation: prime brokers, clearing brokers, executing brokers, options market makers, hedge funds, custodian banks, and other fiduciaries. Such collusion would violate not only federal law, but also Florida law.

As such, I respectfully request that you take any actions necessary to determine the nature and extent of any illicit activities—and particularly whether the trading in DJT has complied with the Florida RICO Act, for which the predicate crimes include a violation of Chapter 517 relating to sale of securities and investor protection.

To assist in determining whether intra-day short sales of DJT are being improperly approved, I would encourage you to seek documents and testimony from firms that facilitate short sales, including the following:

¹ https://www.sec.gov/data/foiadocsfailsdatahtm

•

Apex Clearing

•

Clear Street

•

Cobra Trading

•

Cowen and Company

•

Curvature Securities

•

StoneX Securities

•

TradePro

•

Velocity Clearing

In order for free markets to function as intended, Main Street investors and entrepreneurs must have confidence that they are playing on a level playing field when transacting with sophisticated, well-connected insiders. We believe market manipulation is modern-day racketeering, and market participants who facilitate trades based on false volume and/or false prices have engaged in fraudulent transactions. See Fla. Stat. Sec. 517.301. Such transactions risk harm not only to TMTG and its shareholders, but also to a wide array of Florida’s honest market participants—including businesses, small retail investors and pension funds.

I stand ready to assist your efforts in any way possible. For your reference, I have attached previous letters I sent to Members of Congress and to Nasdaq Chair and Chief Executive Officer Adena T. Friedman pertaining to these issues.

Sincerely,

Devin Nunes

CEO, Trump Media & Technology Group Corp.

Document and Entity Information	May 09, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	001-40779
Entity Registrant Name	Trump Media & Technology Group Corp.
Entity Central Index Key	0001849635
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4293042
Entity Address, Address Line One	401 N. Cattlemen Rd.
Entity Address, Address Line Two	Ste. 200
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34232
City Area Code	941
Local Phone Number	735-7346
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	DJT
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
Trading Symbol	DJTWW
Security Exchange Name	NASDAQ