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 28, 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 28, 2024, Trump Media & Technology Group Corp. (the “Company”) sent a letter addressed to Commissioner P. Scott Jolly of the Office of Financial Institutions for the State of Louisiana (the “Commissioner Jolly Letter”). The foregoing description is subject to and qualified in its entirety by reference to the full text of the Commissioner Jolly 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
 
Commissioner Jolly Letter, dated May 28, 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 28, 2024
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel

Exhibit 99.1

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

May 28, 2024

Commissioner P. Scott Jolly
Office of Financial Institutions
State of Louisiana
8660 United Plaza Boulevard, 2nd Floor
Baton Rouge, LA 70809-7024
Via Electronic Mail

Dear Commissioner Jolly,

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’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.

Recently, the apparent anomalies surrounding the trading of DJT have become more 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.1  Data made available to us suggest that serious anomalies may have occurred on that date, as well as on April 30 and May 1.

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 Louisiana law.

As such, I respectfully request that you immediately open an investigation to determine the nature and extent of any illicit activities—and particularly whether the trading in DJT has violated Louisiana Securities Law, see La. Rev. Stat. 51:701, et. seq. and regulations promulgated thereunder, as set forth in the Louisiana Administrative Code, title 10 Sec.Sec. XIII-1201 and 1203.


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

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:


 •
Apex Clearing

•
Citadel Securities

•
Clear Street

•
Cobra Trading

•
Cowen and Company

•
Curvature Securities

•
G1 Execution Services

•
Jane Street Capital

•
StoneX Securities

•
TradePro

•
Velocity Clearing

•
VIRTU Americas

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.  Such transactions risk harm not only to TMTG, but also to a wide array of Louisiana’s honest market participants—including businesses, small retail investors, TMTG partner businesses, 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.

cc:
Attorney General Liz Murrill
 
Executive Counsel to the Governor Angelique Freel

v3.24.1.1.u2
Document and Entity Information
May 28, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 28, 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
Trump Media and Technology (NASDAQ:DJTWW)
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