Trump Media & Technology Group Corp.

As filed with the Securities and Exchange Commission on August 23, 2024

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

401 N. Cattlemen Rd., Ste. 200

Sarasota, Florida 34232

(941) 735-7346

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Devin G. Nunes

Chief Executive Officer

401 N. Cattlemen Rd., Ste. 200

Sarasota, Florida 34232

(941) 735-7346

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jonathan H. Talcott, Esq.

Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue, NW, Suite 900

Washington, D.C. 20001

(202) 689-2800

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 23, 2024

Up to 5,102,002 Shares of Common Stock

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of up to an aggregate of 5,102,002 shares of our common stock, $0.0001 par value per share (the “Common Stock”), consisting of (i) 2,002 shares issued on August 23, 2024 pursuant to the terms of certain investor relations consulting agreement, dated as of October 23, 2021 (the “Investor Relations Consulting Agreement”), by and between Trump Media & Technology Group (the “Company”) and MZHCI, LLC DBA MZ Group (the “MZHCI Shares”) and (ii) up to 5,100,000 shares issued on August 9, 2024 pursuant to that certain asset purchase agreement, dated as of July 3, 2024 (the “Asset Purchase Agreement”), by and among the Company, WorldConnect Technologies, L.L.C. (“WCT”), WorldConnect IPTV Solutions, LLC (“Solutions”), and JedTec, L.L.C (“JedTec”) (the “Asset Acquisition Shares”), consisting of (a) 2,600,000 shares issued on August 9, 2024 and (b) up to 2,500,000 shares, which may be earned and payable upon the achievement of certain contractual milestones as described elsewhere in this prospectus (the “WCT Earnout Shares”). The Asset Acquisition Shares together with the MZHCI Shares are herein referred to as the “Shares.”

See the section titled “Selling Securityholders” for additional information. We will not receive any proceeds from the sale of the Shares by the Selling Securityholders pursuant to this prospectus.

The sale of the Shares being offered pursuant to this prospectus, or the perception that these sales could occur, could result in a decline in the public trading price of our Common Stock. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Shares. We provide more information about how the Selling Securityholders may sell the Shares in the section entitled “Plan of Distribution.”

Our shares of Common Stock and Public Warrants are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “DJT” and “DJTWW,” respectively. On August 15, 2024, the closing price of our Common Stock was $23.57 per share and the closing price of our Public Warrants was $15.09 per Public Warrant.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 18 of this prospectus, and under similar headings in any amendments or supplements to this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2024