Trump Media & Technology Group Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2023

or

For the transition period from to

Commission file number:001-40779

Trump Media & Technology Group Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (941)735-7346

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

The aggregate market value of the outstanding shares of the Digital World Acquisition Corp. (the registrant’s predecessor) Class A common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A common stock on June 30, 2023, as reported on the Nasdaq Global Market was $361 million.

As of March 29, 2024, there were 136,700,583 shares of common stock, par value $0.0001 per share, issued and outstanding, excluding common stock being held in escrow pending a resolution of a dispute with certain shareholders that may result in the release of up to 4,667,033 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Explanatory Note

Trump Media & Technology Group Corp. (formerly known as Digital World Acquisition Corp. or “Digital World”) was originally incorporated in December 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On September 8, 2021, Digital World consummated an initial public offering, after which its securities began trading on the Nasdaq Stock Market LLC (“Nasdaq”). On March 25, 2024 (the “Closing Date”), Digital World consummated the previously announced business combination pursuant to the Agreement and Plan of Merger dated as of October 20, 2021, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated May 11, 2022, that certain Amendment No. 2 to the Agreement and Plan of Merger, dated August 8, 2023 and that certain Amendment No. 3 to the Agreement and Plan of Merger, dated September 29, 2023 (the “Merger Agreement”), by and among Digital World, Trump Media & Technology Group Corp, a Delaware corporation (“Private TMTG”), DWAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), ARC Global Investments II, LLC, a Delaware limited liability company (“ARC”), in the capacity as the representative of the stockholders of Digital World (which has been replaced and succeeded by RejuveTotal LLC, a New Mexico limited liability company effective as of March 14, 2024), and Private TMTG’s General Counsel in his capacity as the representative of the stockholders of Private TMTG, with Private TMTG continuing as the surviving corporation and as a wholly owned subsidiary of Digital World. In connection with the Business Combination, the registrant changed its name from Digital World Acquisition Corp. to “Trump Media & Technology Group Corp” (hereinafter “TMTG” refers to the parent company, f/k/a Digital World). Following the Closing, TMTG changed the trading symbols for its Common Stock and Warrants on Nasdaq from “DWAC” and “DWACW” to “DJT” and “DJTWW,” respectively. In connection with the Business Combination, Private TMTG changed its name to “TMTG Sub Inc.”

This Annual Report on Form 10-K (this “Report”) principally describes the business and operations of TMTG following the Business Combination, other than the audited consolidated financial statements for the years ended December 31, 2023 and December 31, 2022 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Digital World prior to the Business Combination. On April 1, 2024, we filed our Current Report on Form 8-K, which includes the audited consolidated financial statements of TMTG for the years ended December 31, 2023 and 2022 and related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Interested parties should refer to our Current Report on Form 8-K for more information.

As used in this Report, unless otherwise noted or the context otherwise requires:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the federal securities laws regarding, among other things, the plans, strategies and prospects, both business and financial, of TMTG. These statements are based on the beliefs and assumptions of the management of TMTG. Although TMTG believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, TMTG cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to numerous 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 “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this Report include, but are not limited to, statements about:

The foregoing list is not exhaustive. Any forward-looking statements in this Report are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve numerous risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that TMTG “believes” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to TMTG as of the date of this Report, and while TMTG believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that TMTG has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

As a result of numerous known and unknown risks and uncertainties, the actual results or performance of TMTG may be materially different from those expressed or implied by any forward-looking statements in this Report. Some factors that could cause TMTG’s or TMTG’s actual results to differ include:

These and other factors that could cause our actual results to differ from those implied by any forward-looking statements in this Report are more fully described under the heading “Risk Factors” or in other sections in this Report. The risks described above and under the heading “Risk Factors” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the business, financial condition or results of operations of TMTG. New risk factors will emerge from time to time and it is not possible to predict all such risk factors, nor can TMTG assess the impact of all such risk factors on the business of TMTG, or the extent to which any factor or combination of factors may cause our actual results to differ materially from those contained in any forward-looking statements in this Report. Forward-looking statements are not guarantees of performance. This is particularly true for a company like TMTG that has a limited operating history to reference. All forward-looking statements attributable to TMTG or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

Unless otherwise stated in this Report, or the context otherwise requires to the following terms shall have the following meanings: