Trump Media & Technology Group

Last updated

Trump Media & Technology Group Corp.
FormerlyTrump Media Group Corp.
Company type Public
Nasdaq:  DJT
ISIN US25400Q1058
Industry
FoundedFebruary 8, 2021;3 years ago (2021-02-08)
Founders
Headquarters
Sarasota, Florida
,
U.S.
Key people
Products Truth Social
RevenueIncrease2.svg US$4.13 million (2023)
Increase2.svgUS$−15.97 million (2023)
Decrease2.svgUS$−58.19 million (2023)
Total assets Decrease2.svgUS$3.36 million (2023)
Total equity Decrease2.svgUS$−66.76 million (2023)
Owners
  • Donald Trump (65%) [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.
Website tmtgcorp.com
Footnotes /references
[2] [3]

Trump Media & Technology Group Corp. (TMTG) is an American media and technology company majority-owned by former U.S. president Donald Trump. Founded by Andy Litinsky and Wes Moss in 2021, [4] it became a public company on March 26, 2024 after merging with Digital World Acquisition Corp. (DWAC), a special-purpose acquisition company. [5] The company is based in Sarasota, Florida. [6] [7]

Contents

Since January 2022, former U.S. representative Devin Nunes has served as the company's chief executive officer. In February 2022, TMTG launched the social network Truth Social. Trump reported in an April 2023 personal financial disclosure that he had made less than $201 from TMTG. [8]

According to a report filed with the U.S. Securities and Exchange Commission (SEC) in April 2024, the TMTG experienced substantial financial challenges in 2023. [9] [10] A November 2023 DWAC financial disclosure indicated that management had "substantial doubt" about its ability to pay its bills, and the company's accounting firm had "substantial doubt" about the company's ability to remain in business. [11] [12] [13]

History

Trump Media & Technology Group was incorporated in February 2021. [2] On September 3, 2021, special-purpose acquisition company Digital World Acquisition Corp. (DWAC) commenced trading on the Nasdaq, after selling 25 million shares in its IPO. [14] DWAC was created with the help of ARC Capital, a Shanghai-based firm specializing in listing Chinese companies on American stock markets that had been a target of SEC investigations for misrepresenting shell corporations. [15] [16] [17] In 2021, the DWAC Trump venture was linked with another company, China Yunhong Holdings based in Wuhan, Hubei, [18] [19] until its lead banker who was running the merger promised to sever ties with China in December 2021, stating Yunhong was to "dissolve and liquidate". [20] [21] 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. [21]

In October 2021, TMTG and DWAC announced that they had entered into a merger agreement that would combine the two entities, allowing TMTG to become a publicly traded company. [22] The company's announced future product offerings include a social network (Truth Social) and on-demand programming (TMTG+). [23] In December, TMTG said it had raised $1 billion in private investment in public equity (PIPE) funding. The investors were unidentified. The Financial Times reported the expected proceeds of the PIPE and SPAC funding to TMTG would be $1.25 billion. [24] In December TMTG also announced that it had entered into a "wide-ranging technology and cloud services agreement" with video platform Rumble, and that Rumble would operate part of the Truth Social network as well as TMTG+. [25] [26]

In January 2022, Devin Nunes, who resigned his seat in the U.S. House of Representatives in December 2021, became the company's chief executive officer. [27] [28]

A November 2023 DWAC financial disclosure showed TMTG's accounting firm raised "substantial doubt as to its ability to continue as a going concern" and company management "has substantial doubt that TMTG will have sufficient funds to meet its liabilities as they fall due." The disclosure showed that since the company's inception through June 2023 TMTG had lost $31.5 million. [12]

On November 21, 2023, Trump Media & Technology Group, filed a lawsuit seeking $1.5 billion in damages from 20 media outlets. The lawsuit alleged that the outlets falsely reported that Truth Social had incurred a $73 million loss and that the simultaneous reporting of the incorrect figure by all 20 outlets indicates a "coordinated effort" against Truth Social. [29] [30] Several outlets issued corrections, saying that the error arose from a misinterpretion of the regulatory filing, [29] [30] which reported a net loss of almost $23 million in the first six months of 2023. [30] On November 22, Reuters corrected its November 13 article and said that TMTG had reported a loss of $31.6 million from its 2022 launch until mid-2023. [31]

On March 22, 2024, DWAC shareholders approved a deal to merge with TMTG. [32] The two companies completed their merger on March 25, and the combined company trades under the symbol DJT. [33] At least five of the inaugural seven-member board of directors of the combined company are closely connected to Trump, which includes his son Donald Trump Jr., former congressman Devin Nunes, and three former Trump administration officials: Robert Lighthizer, Kash Patel, and Linda McMahon. In regulatory filings, Lighthizer and McMahon are listed as independent directors. [34] [35]

On April 1, 2024, TMTG filed a report with the SEC that showed the company had lost over $58 million in 2023 and that its only income was $4 million in advertising on Truth Social. [9] [10]

Following its IPO, TMTG was criticized for the selection of its auditor BF Borgers, which had a history of audit deficiencies. [36] [37] On May 6, 2024, TMTG announced it had fired Borgers, as it was required to do by regulators. [38] The SEC had accused Borgers of documenting audits fraudulently for 350 public companies, amounting to "deliberate and systemic failures" from 2021 to 2023. [39] Borgers served as TMTG's accounting firm both before and after TMTG went public, and TMTG was not accused of any wrongdoing by the SEC. [39]

Operations

Truth Social

On February 21, 2022, TMTG released Truth Social, a competitor to platforms such as Twitter, on iOS. Truth Social faced staffing issues due to its political associations, and in early April 2022, Reuters reported that the company's head of technology and head of product development had resigned their posts following the network's "troubled" launch. [40]

After Elon Musk disclosed his large stake in and intent to buy out Twitter in April 2022, holding company DWAC lost 44% of its stock value. Matthew Kennedy, a market strategist at Renaissance Capital, said that the buyout was troubling for Digital World as a Musk-owned Twitter would undercut the rationale behind Truth Social's existence. [41]

On April 22, 2022, Rumble announced that Truth Social had successfully migrated its website and mobile applications to Rumble's cloud infrastructure. [42]

Trump's role

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. [43] [44] [45]

Investigation of alleged Russian financial connections and alleged money laundering

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. [46] [47] [48] [49] 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. [50]

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". [49]

Investigation of alleged insider trading

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. [51]

2024 lawsuits

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] Also in February, 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. [52]

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References

  1. ↑ Primack, Dan (April 25, 2024). "Trump gets handed a lot more Truth Social stock". Axios .
  2. 1 2 "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. 1 2 3 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. ↑ Price, Michelle L. (April 14, 2023). "Trump reports little income from Truth Social, $1M from NFTs". Associated Press . Retrieved March 8, 2024.
  9. 1 2 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.
  10. 1 2 Wile (April 1, 2024). "Trump Media auditor warns that losses 'raise substantial doubt' about company's ability to continue". NBC News. Retrieved April 1, 2024.
  11. ↑ 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.
  12. 1 2 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.
  13. ↑ "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.
  14. ↑ "Tech-focused SPAC Digital World Acquisition prices downsized 25M stock offering at $10/Sh | Seeking Alpha". September 3, 2021.
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  16. ↑ 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.
  17. ↑ 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.
  18. ↑ Feng, John (October 22, 2021). "How Donald Trump's Truth Social is connected to China". Newsweek. Retrieved August 3, 2022.
  19. ↑ "Trump's new social media backer tied to China lifestyle venture". www.aljazeera.com. Retrieved August 3, 2022.
  20. ↑ Feng, John (December 8, 2021). "Patrick Orlando, bankroller of Donald Trump's Truth Social, Severs China Connections". Newsweek. Retrieved August 14, 2022.
  21. 1 2 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.
  22. ↑ 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.
  23. ↑ "Company Overview". www.tmtgcorp.com. Archived from the original on October 21, 2021. Retrieved October 21, 2021.
  24. ↑ Asgari, Nikou; Indap, Sujeet (December 4, 2021). "Donald Trump's social media start-up raises $1bn" . Financial Times . Retrieved December 4, 2021.
  25. ↑ Baxter, Brian (December 9, 2021). "Former Trump, Nunes Aide Lands Top Legal Job at Rumble Platform". Bloomberg Law. Retrieved March 8, 2024.
  26. ↑ Schnell, Mychael (December 14, 2021). "Trump media company inks deal with video platform Rumble". The Hill . Retrieved December 14, 2021.
  27. ↑ Nobles, Ryan (December 6, 2021). "Devin Nunes says he's leaving Congress by the end of the year". CNN . Retrieved March 8, 2024.
  28. ↑ "Current Vacancies of the 117th Congress". Clerk, United States House of Representatives. Retrieved January 3, 2022. Resigned January 01, 2022 / Rep. Devin Nunes
  29. 1 2 Burnson, Robert (November 20, 2023). "Trump's Truth Social Parent Company Sues 20 Media Outlets". BNN Bloomberg . Retrieved March 1, 2024.
  30. 1 2 3 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.
  38. ↑ Egan, Matt (May 6, 2024). "Trump Media fires accounting firm after old one accused of being a 'sham audit mill'". CNN. Retrieved May 6, 2024.
  39. 1 2 Egan, Matt (May 3, 2024). "Trump Media's accounting firm charged with 'massive fraud'". CNN. Retrieved May 3, 2024.
  40. ↑ "Two key tech execs quit Trump's Truth Social after troubled app launch". Reuters . April 4, 2022. Retrieved April 4, 2022– via CNBC.
  41. ↑ Egan, Matt (April 25, 2022). "Trump SPAC is down 44% since Elon Musk disclosed Twitter stake". CNN . Retrieved April 26, 2022.
  42. ↑ 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.
  43. ↑ Chris Andersen (July 7, 2022). "Exclusive: Trump left Sarasota media company weeks before federal subpoenas were issued". Sarasota Herald-Tribune . Retrieved March 8, 2024.
  44. ↑ 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.
  45. ↑ Primack, Dan; Fischer, Sara (July 7, 2022). "Trump's social media company disputes he left its board". Axios . Retrieved March 8, 2024.
  46. ↑ 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.
  47. ↑ Durkee, Alison (March 15, 2023). "Trump's Media Company Reportedly Under Federal Investigation For Money Laundering Linked To Russia". Forbes . Retrieved March 15, 2023.
  48. ↑ 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.
  49. 1 2 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.
  50. ↑ 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.
  51. ↑ Stempel, Jonathan; Coster, Helen (June 29, 2023). "Three charged with insider trading ahead of proposed Trump Media merger". Reuters.
  52. ↑ 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.
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