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Trump Media & Technology Group

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Trump Media & Technology Group Corp. (TMTG) is an American media and technology company headquartered in Sarasota, Florida. It runs the Truth Social social-media platform and is primarily owned by U.S. president-elect Donald Trump.

Trump Media & Technology Group Corp.
FormerlyTrump Media Group Corp.
Company typePublic
Nasdaq: DJTWW
ISINUS25400Q1058
Industry
FoundedFebruary 8, 2021; 3 years ago (2021-02-08)
Founders
Headquarters
Sarasota, Florida
,
U.S.
Key people
ProductsTruth Social
RevenueIncrease US$4.13 million (2023)
Increase US$−15.97 million (2023)
Decrease US$−58.19 million (2023)
Total assetsDecrease US$3.36 million (2023)
Total equityDecrease US$−66.76 million (2023)
Owners
  • Donald Trump (59%)[1]
  • ARC Global Investments II, LLC (6.9%)
  • United Atlantic Ventures, LLC (5.5%)
Number of employees
36 (2023)
Subsidiaries
  • T Media Tech LLC
  • TMTG Sub Inc.
Websitetmtgcorp.com
Footnotes / references
[2][3]

Founded by Andy Litinsky and Wes Moss in 2021,[4] it went public on March 26, 2024, after merging with Digital World Acquisition Corp. (DWAC), a special-purpose acquisition company (SPAC).[5][6][7]

History

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Further information on DWAC: Digital World Acquisition Corp.

President Trump was banned from Twitter on January 8, 2021, in response to his role in the January 6 United States Capitol attack. In May, the now-former president unveiled a website, "From the Desk of Donald J. Trump", which he said he would use to spread his thoughts; it was shut down within a month.[8]

Meanwhile, the Trump Media & Technology Group was incorporated in February 2021,[2] and on September 3, 2021, Digital World Acquisition Corp. (DWAC), a special-purpose acquisition company, began trading on the Nasdaq after its IPO of 25 million shares.[9] DWAC was created with the help of ARC Capital, a Shanghai-based firm known for listing Chinese companies on American stock markets and which had been an under SEC investigation for misrepresenting shell corporations.[10][11][12] The DWAC-Trump venture was linked to China Yunhong Holdings until December 2021,[13][14] when the lead banker promised to sever ties with China and dissolve Yunhong.[15][16] In February 2022, Reuters reported that the connection between Shanghai-based ARC Capital and Digital World was more extensive than thought, with ARC having offered money to get the SPAC off the ground.[16]

In October 2021, Trump announced that he had created TMTG through a SPAC merger with DWAC that they had entered into a merger agreement to make TMTG a publicly traded company and that they would create a social media company to rival Twitter.[8][17] DWAC proceeded to raise hundreds of millions of dollars; reporters questioned the ethics and legality surrounding their financial backers and their history with the Securities and Exchange Commission (SEC).[8] There was concern that they may have violated securities law by fundraising off the proposed merger before being officially listed on the stock market.[8] In December 2021, TMTG raised $1 billion in private investment in public equity (PIPE) funding and entered into a technology and cloud services agreement with Rumble, which would operate part of Truth Social and TMTG+, a planned subscription-based streaming service.[18][19][20] At the same time, they revealed that the SEC and Financial Industry Regulatory Authority (FINRA) had begun investigation the SPAC's communication with TMTG.[8] The company's board includes Trump's son Donald Trump Jr., Nunes, and former Trump administration officials Robert Lighthizer, Kash Patel, Linda McMahon, and Scott Glabe. Devin Nunes resigned from the U.S. House of Representatives in December 2021 and became the TMTG's chief executive officer in January 2022.[21][22]

On February 21, 2022, TMTG launched the social network Truth Social. By April 2023, Trump reported earning less than $201 from TMTG.[23] On June 8, 2022, Trump and five others, including Trump Jr., Patel and Glabe left TMTG's board before the SEC and the Manhattan grand jury investigating Trump's business practices issued subpoenas. The grand jury issued subpoenas to the DWAC on June 27 and, along with the SEC, to TMTG on July 1. The board departures were kept secret until they were revealed by the Sarasota Herald-Tribute in July, which TMTG initially denied.[8] In November 2022, the DWAC postponed a vote to complete its merger with TMTG for the 6th time after failing to get the necessary shareholder support. They would extend it again in September 2023, days before it expired.[8]

Throughout 2023, TMTG faced financial and legal difficulties.[24][25] In March it was reported that New York investigators were looking into whether TMTG had violated anti-money laundering laws by accepting $8 million connected to a Russian oligarch.[8] In July they settled fraud charges brought by the SEC for misleading investors and the SEC and they agreed to pay an $18 million fine upon closing the merger.[8] A November 2023 DWAC financial disclosure expressed substantial doubt about TMTG's ability to meet its financial obligations, showing a $31.5 million loss since inception.[26][27][28] On November 21, 2023, TMTG filed a lawsuit seeking $1.5 billion in damages from 20 media outlets for falsely reporting a $73 million loss. Corrected reports showed a net loss of almost $23 million in the first half of 2023 and a total loss of $31.6 million since launch.[29][30][31]

On March 22, 2024, DWAC shareholders approved the merger with TMTG,[32] which was completed on March 25, 2024. The combined company began trading under the symbol DJT and finished the day with an $8 billion valuation.[8][33] In regulatory filings, Lighthizer and McMahon are listed as independent directors.[34][35] An April 1, 2024, SEC filing revealed that TMTG lost over $58 million in 2023 with only $4 million in advertising revenue from Truth Social.[24][25] Following criticisms about its auditor, BF Borgers, TMTG fired the firm on May 6, 2024, due to regulatory requirements.[36][37][38][39] In May 2024, the company reported a net loss of $327.6 million for the first quarter of 2024 with $770,500 in revenue.[40] In July 2024, TMTG joined the Russell 1000 and Russell 3000 indexes and raised $105 million through the cash exercise of its warrants.[41] On July 12, 2024, one day before the assassination attempt on Donald Trump, Austin Private Wealth filed a report indicating that it had shorted 12 million shares of TMTG.[42] Four days later, it amended the filing to 1,200 shares and apologized for its "filing error," which spurred conspiracy theories.[42]

As of the close of business on September 23, 2024, the stock's share price had fallen to $12.15, some 84 percent below its March high of $79.38.[43] However, over the following month, it recovered much of this loss.[44] On November 5 (Election Day), trading was halted twice for volatility.[45]

Operations

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Truth Social

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Main article: Truth Social

On February 21, 2022, TMTG released Truth Social, a competitor to social-media platforms such as Twitter, on iOS. Truth Social had trouble hiring due to its political associations. In early April 2022, Reuters reported that the company's head of technology and head of product development had resigned after the network's "troubled" launch.[46] On April 22, 2022, Rumble announced that Truth Social had migrated its website and mobile applications to Rumble's cloud infrastructure.[47] In late April 2022, holding company DWAC lost 44% of its stock value after Elon Musk disclosed his large stake in and intent to buy out Twitter. Matthew Kennedy, a market strategist at Renaissance Capital, said a Musk-owned Twitter would undercut the rationale behind Truth Social's existence.[48]

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Trump departure as chairman

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The Sarasota Herald-Tribune reported in July 2022 that according to Florida state records, Trump left as chairman of TMTG less than a month before the company received subpoenas from the SEC and the New York grand jury, concurrent with the DWAC subpoenas. His son Donald Trump Jr. and former Trump administration official Kash Patel were among others who simultaneously left the TMTG board of directors. Truth Social denied the report. Axios later published records filed by TMTG's agent with the Florida Division of Corporations; an April 28 filing showed Trump and others listed as "director," while a June 8 filing to change "person, title or capacity" directed the Division to "remove" Trump and others.[49][50][51]

Investigation of alleged Russian financial connections and alleged money laundering

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The Guardian reported in March 2023 that in 2022 the SDNY expanded its criminal investigation to include whether TMTG engaged in money laundering. Beginning in December 2021, when the company was in danger of collapsing because its merger with DWAC had been delayed, it received a loan in two payments totaling $8 million. This included $2 million from Paxum Bank, which is part-owned by Anton Postolnikov, a relation of Aleksandr Smirnov, a former Russian government official who now runs the Russian maritime company Rosmorport. Another $6 million was paid by an ostensibly separate entity, ES Family Trust, which shared a director with Paxum Bank.[52][53][54][55] The $8 million loan was structured to automatically convert into TMTG common equity upon merging with the SPAC—meaning ES Family Trust will gain a stake in TMTG if the merger proceeds—though this was not disclosed to the SPAC investors nor the SEC.[56]

The federal probe into investors of DWAC, according to The Washington Post, discovered that a wealthy investor in the company was allegedly connected to attempts to allegedly move assets from Russia, Ukraine, and China into the Caribbean, and other intermediaries such as Hong Kong, the United Kingdom and Belize. According to a government transcript, an informant referenced the process as "the full Singapore with a double dip, as we call it, with having the U.K. thrown in there, just to give it that added cleanliness and polishing off".[55]

Investigation of alleged insider trading

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In June 2023, U.S. prosecutors charged three Florida men for alleged insider trading allegedly related to DWAC (Digital World Acquisition Corp.) as part of Trump's social media merger deal in 2021.[57]

2024 lawsuits

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In February 2024, United Atlantic Ventures (UAV), the partnership of TMTG co-founders Andy Litinsky and Wes Moss, sued TMTG for attempting to dilute their ownership stake by increasing the authorized stock from 120 million to 1 billion shares, thus lowering the value of UAV's shares from 8.6 percent to less than 1 percent.[4] The lawsuit mentions that Trump attempted to pressure Litinsky into giving his shares to Melania Trump and then, when he refused, tried to oust Litinsky.[8] The next day, Arc Capital sued the DWAC for trying to strip them of their shares.[8]

In March 2024, DWAC and Trump sued DWAC's former chief executive Patrick Orlando and his firm Arc Global Investments II for extortion and causing DWAC and Trump reputational harm. Orlando and Arc counter-sued DWAC and Trump for miscalculating Arc's stake in TMTG by 2 million shares.[4] On March 24, Trump sued Litinsky and Moss for forfeiture of their stock, saying they mishandled and attempted to block attempts to take TMTG public for nearly two years.[58]

References

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  1. ^ Picciotto, Rebecca (September 3, 2024). "Trump Media stock slides under $18, a new low since it began publicly trading". CNBC.
  2. ^ a b "Trump Media & Technology Group Corp. Current Report (Form 8-K)" (PDF). Trump Media & Technology Group Corp. April 1, 2024. Retrieved April 1, 2024.
  3. ^ "Trump Media & Technology Group Corp. 2023 Annual Report (Form 10-K)" (PDF). Trump Media & Technology Group Corp. April 1, 2024. Retrieved April 1, 2024.
  4. ^ a b c Harwell, Drew (February 29, 2024). "Trump Media co-founders sue company, alleging a scheme to dilute shares". The Washington Post. Retrieved March 1, 2024.
  5. ^ La Monica, Paul R.; Clark, Adam (March 26, 2024). "Truth Social Owner's Stock Soars as Trump Media Starts Trading Under DJT Ticker". Barron's. Archived from the original on March 26, 2024.
  6. ^ Gara, Antoine; Aliaj, Ortenca; Stacey, Stephanie; McDougall, Mary (March 26, 2024). "Donald Trump has $4.6bn stake in social media group after market debut". Financial Times. Archived from the original on March 26, 2024.
  7. ^ Goldstein, Matthew (March 21, 2024). "A Little-Known Way That Trump Could Raise Money to Pay His Legal Bills". The New York Times. Archived from the original on March 21, 2024.
  8. ^ a b c d e f g h i j k l Ramirrez, Nikki Mccann; Bort, Ryan (April 5, 2024). "WTF Is Going on With Truth Social: A Timeline". Retrieved August 1, 2024.
  9. ^ Singh, Meghavi (September 3, 2021). "Tech-focused SPAC Digital World Acquisition prices downsized 25M stock offering at $10/share". Seeking Alpha. Retrieved September 9, 2024.
  10. ^ Colvin, Jill (October 21, 2021). "Trump announces launch of media company, social media site". AP News. Archived from the original on October 21, 2021. Retrieved October 31, 2021.
  11. ^ Goldstein, Matthew; Hirsch, Lauren; Enrich, David (October 29, 2021). "Trump's $300 Million SPAC Deal May Have Skirted Securities Laws". The New York Times. Retrieved October 31, 2021.
  12. ^ Douglas MacMillan; Jonathan O'Connell (December 23, 2021). "Trump's newest business partner: A Chinese firm with a history of SEC investigations". The Washington Post.
  13. ^ Feng, John (October 22, 2021). "How Donald Trump's Truth Social is connected to China". Newsweek. Retrieved August 3, 2022.
  14. ^ "Trump's new social media backer tied to China lifestyle venture". www.aljazeera.com. Retrieved August 3, 2022.
  15. ^ Feng, John (December 8, 2021). "Patrick Orlando, bankroller of Donald Trump's Truth Social, Severs China Connections". Newsweek. Retrieved August 14, 2022.
  16. ^ a b Wang, Echo; Berens, Michael (February 10, 2022). "How a Trump deal got a boost from a China-based financier". Reuters. Retrieved August 14, 2022. The initial investors in the management entity, or sponsor, of Digital World put in a total of $11.8 million, disclosures show. / The Washington Post and Bloomberg News previously reported that ARC has a stake in the sponsor of Digital World. The fact that ARC offered money to get the SPAC off the ground is reported here for the first time.
  17. ^ Enrich, David; Goldstein, Matthew; Goldmacher, Shane (October 30, 2021). "Trump Takes Advantage of Wall Street Fad to Bankroll New Venture". The New York Times. Retrieved March 2, 2024.
  18. ^ "Company Overview". www.tmtgcorp.com. Archived from the original on October 21, 2021. Retrieved October 21, 2021.
  19. ^ Baxter, Brian (December 9, 2021). "Former Trump, Nunes Aide Lands Top Legal Job at Rumble Platform". Bloomberg Law. Retrieved March 8, 2024.
  20. ^ Schnell, Mychael (December 14, 2021). "Trump media company inks deal with video platform Rumble". The Hill. Retrieved December 14, 2021.
  21. ^ Nobles, Ryan (December 6, 2021). "Devin Nunes says he's leaving Congress by the end of the year". CNN. Retrieved March 8, 2024.
  22. ^ "Current Vacancies of the 117th Congress". Clerk, United States House of Representatives. Retrieved January 3, 2022. Resigned January 01, 2022 / Rep. Devin Nunes
  23. ^ Price, Michelle L. (April 14, 2023). "Trump reports little income from Truth Social, $1M from NFTs". Associated Press. Retrieved March 8, 2024.
  24. ^ a b Harwell, Drew (April 1, 2024). "Trump's Truth Social lost $58 million in 2023, despite $8 billion valuation". The Washington Post. Retrieved April 1, 2024.
  25. ^ a b Wile, Rob (April 1, 2024). "Trump Media auditor warns that losses 'raise substantial doubt' about company's ability to continue". NBC News. Retrieved April 1, 2024.
  26. ^ Ponnezhath, Maria (November 14, 2023). "Trump's Truth Social reports $73 mln net loss since launch". Reuters. Archived from the original on November 14, 2023. Retrieved November 14, 2023.
  27. ^ Weprin, Alex (November 13, 2023). "Trump's Truth Social Lost Tens of Millions Since Launch, New Filing Shows". The Hollywood Reporter. Retrieved November 14, 2023.
  28. ^ "Amendment No. 1 to Form S-4 Registration Statement Under the Securities Act of 1933". www.sec.gov. November 13, 2023. Archived from the original on November 14, 2023. Retrieved November 14, 2023.
  29. ^ Burnson, Robert (November 20, 2023). "Trump's Truth Social Parent Company Sues 20 Media Outlets". BNN Bloomberg. Retrieved March 1, 2024.
  30. ^ Spirlet, Thibault (November 21, 2023). "Donald Trump's media company is suing 20 publications, alleging they falsely reported that Truth Social lost $73 million". Business Insider. Retrieved March 1, 2024.
  31. ^ Ponnezhath, Maria (November 22, 2023). "Trump's Truth Social reports $31.6 mln net loss since launch to mid-2023". Reuters. Retrieved March 1, 2024.
  32. ^ "Trump's Social Media Company Will Go Public After Merger With Shell Company Is Approved". HuffPost. March 22, 2024. Retrieved March 22, 2024.
  33. ^ Wyatte Grantham-Philips (March 22, 2024). "Trump's social media company approved to go public, potentially netting former president billions". Associated Press. Retrieved March 23, 2024.
  34. ^ Ramkumar, Amrith (March 26, 2024). "Truth Social Stock Price Surges on First Day of Trading, Increasing Trump's Fortune". The Wall Street Journal. Archived from the original on March 28, 2024.
  35. ^ Noah, Timothy (March 28, 2024). "Trump's Unbearable Temptation to Dump His Truth Social Stock". The New Republic. Archived from the original on April 2, 2024.
  36. ^ Foley, Stephen; Aliaj, Ortenca (April 5, 2024). "Trump Media auditor has faced repeated criticism from regulators". Financial Times. Retrieved May 5, 2024. Asked for comment on its choice of auditor, TMTG said: "With stories like this preemptively attacking our auditors before they've even begun their work for us as a public company, it's unclear why anyone but the most partisan leftwing activists would ever read the Financial Times."
  37. ^ "Trump Media's Accounting Firm Has History of Audit Deficiencies". Bloomberg.com. April 8, 2024. Retrieved May 5, 2024.
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  39. ^ Egan, Matt (May 3, 2024). "Trump Media's accounting firm charged with 'massive fraud'". CNN. Retrieved May 3, 2024.
  40. ^ Spangler, Todd (May 20, 2024). "Trump's Social Media Company Posts Q1 Revenue of $770,500 and Net Loss of $327.6 Million". Variety. Retrieved May 21, 2024.
  41. ^ Breuninger, Kevin (July 2, 2024). "Trump Media announces $105 million raised from DJT warrants". CNBC.
  42. ^ a b Frank Chung (July 19, 2024). "Truth Social stock before Trump shooting was 'filed in error'". news.com.au. Retrieved July 24, 2024.
  43. ^ Breuninger, Kevin (September 24, 2024). "Trump Media looks to snap sell-off amid DJT post-lockup trading frenzy". CNBC. Retrieved September 24, 2024.
  44. ^ Egan, Matt (October 28, 2024). "Trump's stock surges as traders predict an election victory". CNN. Retrieved October 28, 2024.
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  46. ^ "Two key tech execs quit Trump's Truth Social after troubled app launch". Reuters. April 4, 2022. Retrieved April 4, 2022 – via CNBC.
  47. ^ Anderson, Chris (April 24, 2022). "EXCLUSIVE: Trump's company to rumble with Twitter from Sarasota County | Opinion". Sarasota Herald-Tribune. Gannett. Retrieved April 1, 2024.
  48. ^ Egan, Matt (April 25, 2022). "Trump SPAC is down 44% since Elon Musk disclosed Twitter stake". CNN. Retrieved April 26, 2022.
  49. ^ Chris Andersen (July 7, 2022). "Exclusive: Trump left Sarasota media company weeks before federal subpoenas were issued". Sarasota Herald-Tribune. Retrieved March 8, 2024.
  50. ^ Whitten, Sarah (July 7, 2022). "Donald Trump left the board of his social media company weeks before federal subpoenas, filing shows". CNBC. Retrieved March 8, 2024.
  51. ^ Primack, Dan; Fischer, Sara (July 7, 2022). "Trump's social media company disputes he left its board". Axios. Retrieved March 8, 2024.
  52. ^ Lowell, Hugo (March 15, 2023). "Federal investigators examined Trump Media for possible money laundering, sources say". The Guardian. ISSN 0261-3077. Retrieved March 15, 2023.
  53. ^ Durkee, Alison (March 15, 2023). "Trump's Media Company Reportedly Under Federal Investigation For Money Laundering Linked To Russia". Forbes. Retrieved March 15, 2023.
  54. ^ Wieder, Ben; Weaver, Jay (January 24, 2024). "Russian investor made millions off insider trading tied to Trump Media, court docs say". Miami Herald. Retrieved April 1, 2024.
  55. ^ a b Harwell, Drew (February 5, 2024). "The wild probe into investors of DWAC, Trump Media's proposed merger ally". The Washington Post. Retrieved March 22, 2024. But he also extended to the informant his own connections, saying he had a Russian friend who lived on Fisher Island and owned a bank in Dominica that could provide banking services to Russian, Chinese or Ukrainian individuals facing "sanction issues" or other financial restrictions, the government's transcript shows.
  56. ^ Harwell, Drew; Bernardini, Matt; Rosca, Matei (May 13, 2023). "Trust linked to porn-friendly bank could gain a stake in Trump's Truth Social". The Washington Post. Retrieved March 8, 2024.
  57. ^ Stempel, Jonathan; Coster, Helen (June 29, 2023). "Three charged with insider trading ahead of proposed Trump Media merger". Reuters.
  58. ^ Gregorian, Dareh (April 3, 2024). "Trump sues Truth Social co-founders, says they're not entitled to stock shares". NBC News. Retrieved April 5, 2024.
edit
  • Official website  
  • Digital World Acquisition Corp. website
  • Business data for Trump Media & Technology Group Corp.:
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