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 6, 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 6, 2024, Trump Media & Technology Group Corp. (the “Company”) issued a press release announcing the appointment of Semple, Marchal & Cooper, LLP as the Company’s independent registered public accounting firm. A copy of the press release 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
 
Press Release, dated May 6, 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 6, 2024
By:
/s/ Scott Glabe
 
Name:
Scott Glabe
 
Title:
General Counsel


Exhibit 99.1

TRUMP MEDIA ANNOUNCES APPOINTMENT OF SEMPLE, MARCHAL & COOPER, LLP AS AUDITOR

Sarasota, FL, May 6, 2024 — Trump Media & Technology Group Corp. (NASDAQ: DJT) (“TMTG” or the “Company”) today announced the appointment of Semple, Marchal & Cooper, LLP (“SMC”) as its independent registered public accounting firm, effective May 4, 2024.

The appointment of SMC was made after a detailed evaluation process and has been approved by the Company’s Audit Committee.  TMTG anticipates seeking a limited extension of the deadline for its upcoming 10-Q by filing a Form 12b-25 no later than one business day after the original due date for such report. 

About TMTG
The mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

Forward-Looking Statements
This press release includes a forward-looking statement regarding the plans of TMTG. We have based this forward-looking statement on our current expectations and projections about future events. Although we believe that our plans, intentions, and expectations reflected in or suggested by this forward-looking statement are reasonable, we cannot assure you that we will achieve or realize future plans, intentions, or expectations. Forward-looking statements are inherently subject to 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 “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations that we describe in our forward-looking statements. There may be events in the future that we are not accurately able to predict, or over which we have no control.  You should not place undue reliance on forward-looking statements. Although we may elect to update forward-looking statements in the future, we disclaim any obligation to do so, even if our assumptions and projections change, except where applicable law may otherwise require us to do so. Forward-looking statements are not guarantees of performance. Readers should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements herein.  For a discussion of these important factors and other risks, please read the information set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Other sections of the annual report describe additional factors that could adversely affect our business, financial condition, or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

Investor Relations Contact:
Shannon Devine (MZ Group | Managing Director - MZ North America)
Email: shannon.devine@mzgroup.us

Media Contact:
press@tmtgcorp.com

v3.24.1.u1
Document and Entity Information
May 06, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 06, 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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