Financial Results - Trump Media & Technology Group Corp. reported its financial results for the quarter ended September 30, 2024, on November 5, 2024[4] - Specific financial metrics and performance data for the quarter have not been disclosed in the provided content[4] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933[3]

User Growth and Engagement - TMTG has achieved approximately 9.0 million signups for Truth Social across iOS, Android, and the web as of mid-February 2024[139]. - The company relies on the popularity of President Donald J. Trump for its brand value, and any decline in his popularity could adversely affect revenues and user engagement[175]. Financial Performance and Losses - The company has incurred operating losses and negative cash flows from operating activities, which are expected to continue for the foreseeable future as it expands its user base and attracts more platform partners and advertisers[141]. - Revenue for the three months ended September 30, 2024, decreased by approximately $60.4 million, or 6%, to approximately $1,010.9 million compared to $1,071.3 million for the same period in 2023[212]. - Net loss for Q3 2024 was $(19,248.4) million, a decrease of $(6,784.7) million or 26% compared to $(26,033.1) million in Q3 2023[211]. - The company has incurred operating losses and negative cash flows from operating activities, and expects to continue this trend as it works to expand its user base and attract more advertisers[180]. Cost Management and Expenses - Cost of revenue increased significantly by 199% from $41.3 million in Q3 2023 to $123.3 million in Q3 2024[210]. - General and administration expenses surged by 1,073% to $17,697.0 million in Q3 2024 compared to $1,509.0 million in Q3 2023[210]. - Total operating costs and expenses increased by 501% from $4,101.3 million in Q3 2023 to $24,665.6 million in Q3 2024[210]. - The company has paused hiring and reduced non-labor spending to manage costs in light of the current macroeconomic environment[173]. Strategic Initiatives and Future Plans - TMTG plans to roll out its streaming content in three phases, with the first phase of live TV streaming available on August 7, 2024[144]. - The company aims to enhance its platform's appeal through new initiatives and technology acquisitions, although it acknowledges the risks involved[146]. - The company plans to continue expanding its business operations internationally, despite potential risks related to competition and regulatory restrictions[183]. Financing and Capital Structure - TMTG has issued approximately $48.155 million in convertible promissory notes from May 2021 through March 2024 to fund its operations prior to the merger[147]. - The company entered into a Standby Equity Purchase Agreement allowing it to sell up to $2,500,000 of its common stock to Yorkville, with a registration statement covering 37,644,969 shares filed and effective[160]. - The company raised $734,976.7 through financing activities, which included $117,949.8 from the exercise of warrants[256]. Accounting and Financial Reporting - TMTG prepares its financial statements in accordance with GAAP, requiring estimates and assumptions that could lead to significant differences between reported and actual results[265]. - TMTG's revenue recognition follows ASC 606, determining revenue through contract identification, performance obligations, transaction price allocation, and recognizing revenue as performance obligations are satisfied[266]. - TMTG's critical accounting policies involve significant estimates and judgments that could lead to actual results differing from reported amounts, impacting future financial statements[265]. Market Risks and Economic Environment - The company is exposed to market risks, primarily related to interest rates and access to credit, which could negatively impact revenue growth and profitability[258]. - The company anticipates inflation will impact its cost of revenue and operating expenses in the coming years, potentially affecting growth negatively[171]. - TMTG is exposed to foreign currency exchange risk, which could negatively affect revenue and operating results due to fluctuations in exchange rates[290]. Management and Governance - The company has experienced management departures, which could adversely affect its business and ability to execute its business plan[182]. - TMTG has engaged Semple, Marchal & Cooper, LLP as its new independent registered public accounting firm effective May 4, 2024, after dismissing BF Borgers CPA PC[285].

Group 1 - Trump Media and Technology shares increased by 14% on Election Day, reflecting investor optimism regarding a potential Trump victory [1] - The stock, trading under the ticker DJT, has been closely correlated with Trump's chances of winning the presidency, showing significant volatility [1][5] - As of Thursday, the stock was trading at $39.04, up 13.7% from previous levels, indicating a strong market response to political developments [2] Group 2 - Trump Media's stock has doubled in value this year, rising from $17.45 on January 2 to $39.46 on Election Day [3] - The stock experienced a 33% decline over the past week as Vice President Kamala Harris gained momentum in the race, highlighting the impact of political events on stock performance [3] - The trading activity has been highly volatile, with nearly 16 million shares changing hands in the first 10 minutes of trading on Election Day, surpassing the 30-day average trading volume [5][6] Group 3 - The stock has been a topic of discussion on WallStreetBets, similar to the GameStop phenomenon, indicating a trend of speculative trading [5] - Analysts have noted that the trading behavior resembles "GameStop on steroids," suggesting that while short-term trading may be profitable, long-term metrics do not support the current valuations [4]

Core Points - Trump Media shares closed at a record low of $15.64, marking a decline of over 3% and continuing a downward trend after falling to $16.14 the previous day [1] - The expiration of the lockup period allows major shareholders, including Donald Trump, to sell their stakes, although Trump has stated he will not sell his shares [2][1] - The value of Trump's stake, totaling 78.75 million shares, decreased from $1.4 billion to $1.2 billion within a few days [4] Stock Performance - The value of Trump Media shares has decreased by 80.2% since reaching a record high of $79.38 on March 25 [5] - The stock has been volatile since going public through a reverse merger, with significant fluctuations in value linked to Trump's political activities [7] Legal and Regulatory Context - A Delaware court ruled in favor of an early investor, awarding them approximately 800,000 additional shares, which contributed to a 6.6% drop in Trump Media shares [6] - The lockup period for Trump Media shares was set to end if certain conditions were met, including the stock trading above $12 for a specified duration [3]

Donald Trump is not selling any of his majority stake in the company that owns Truth Social, and he will not leave the social media platform he created, the Republican presidential candidate told reporters on Friday. Shares of Trump Media & Technology Group surged 18% following his comments. Trump owns about 57% of Trump Media, which saw its shares slump this week following his televised debate with Democratic rival Vice President Kamala Harris. Donald Trump said he is not selling his shares of Trump Media ...

Topline Shares for Trump Media on Wednesday dropped more than 15% in premarket trading, falling to what would be a new record-low for the stock, after Vice President Kamala Harris became the betting favorite to win the election after a debate with former President Donald Trump, the majority stakeholder in the Truth Social parent. Vice President Kamala Harris became the betting favorite to win the election after a debate with the ... [+] former president. Copyright 2024 The Associated Press. All rights reser ...

Topline Shares of Trump Media and Technology Group fell below $20 for the first time since the company officially went public through a merger in March, continuing a downward trend for the Truth Social parent company— and sending former President Donald Trump's net worth down about $140 million. Truth Social's parent company Trump Media could close at its lowest level since it merged with a ... [+] blankcheck firm to go public. The Washington Post via Getty Images Key Facts The company traded at $19.87 as o ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents TMTG's unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents TMTG's unaudited condensed consolidated financial statements, covering balance sheets, operations, equity changes, and cash flows [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of TMTG's financial position at June 30, 2024, and December 31, 2023 | (in thousands) | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | |:---------------|:--------------------------|:----------------------------| | **Assets** | | | | Cash and cash equivalents | $343,954.4 | $2,572.7 | | Total Assets | $356,493.8 | $3,363.6 | | **Liabilities and Stockholders' Equity/(Deficit)** | | | | Total Current Liabilities | $14,295.2 | $65,275.4 | | Total Liabilities | $14,825.5 | $70,125.5 | | Total Stockholders' Equity/(Deficit) | $341,668.3 | $(66,761.9) | | Total Liabilities and Stockholders' Equity/(Deficit) | $356,493.8 | $3,363.6 | - Cash and cash equivalents significantly increased from **$2,572.7 thousand** at December 31, 2023, to **$343,954.4 thousand** at June 30, 2024, primarily due to the Business Combination and warrant exercises[7](index=7&type=chunk) - Total stockholders' equity shifted from a deficit of **$(66,761.9) thousand** at December 31, 2023, to a positive equity of **$341,668.3 thousand** at June 30, 2024, reflecting the impact of the reverse recapitalization[7](index=7&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) This section details TMTG's financial performance for the three and six months ended June 30, 2024 and 2023 | (in thousands except share and per share data) | Three Month Ended June 30, 2024 | Three Month Ended June 30, 2023 | Six Month Ended June 30, 2024 | Six Month Ended June 30, 2023 | |:-----------------------------------------------|:--------------------------------|:--------------------------------|:------------------------------|:------------------------------| | Net sales | $836.9 | $1,192.1 | $1,607.4 | $2,308.3 | | Gross profit | $800.7 | $1,150.9 | $1,477.8 | $2,225.8 | | Loss from operations | $(18,658.5) | $(3,772.9) | $(117,011.1) | $(7,618.8) | | Net loss | $(16,368.0) | $(22,768.1) | $(343,967.7) | $(22,978.4) | | Basic Loss per Share | $(0.10) | $(0.26) | $(2.67) | $(0.26) | - Net sales decreased by **30%** for both the three and six months ended June 30, 2024, compared to the prior year periods, primarily due to changes in advertising revenue share and nascent advertising initiatives[8](index=8&type=chunk)[180](index=180&type=chunk)[193](index=193&type=chunk) - Net loss significantly increased for the six months ended June 30, 2024, to **$(343,967.7) thousand** from **$(22,978.4) thousand** in the prior year, largely driven by increased operating costs, particularly research and development, sales and marketing, and general and administration expenses, including substantial non-cash stock-based compensation and changes in fair value of derivative liabilities[8](index=8&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk)[200](index=200&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity/(Deficit)](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%2F(Deficit)) This section outlines the changes in TMTG's stockholders' equity or deficit for the period ending June 30, 2024 | (in thousands, except share data) | Common Stock Number of Shares | Par Value $0.0001 | Paid in Capital | Accumulated Deficit | Total Stockholders' (Deficit)/ Equity | |:----------------------------------|:------------------------------|:------------------|:----------------|:--------------------|:--------------------------------------| | Balance as December 31, 2023 | 87,500,000 | $8.8 | $ - | $(66,770.7) | $(66,761.9) |\n| Net Loss | - | - | - | $(327,599.7) | $(327,599.7) |\n| Fair value of TMTG earnout shares | - | - | 2,477,550.2 | (2,477,550.2) | - |\n| Conversion of convertible notes | 6,014,534 | 0.6 | 300,425.4 | - | 300,426.0 |\n| Stock Based Compensation | 1,840,000 | 0.2 | 84,587.8 | - | 84,588.0 |\n| Issuance of common stock upon Business Combination | 41,346,049 | 4.1 | 219,617.5 | | 219,621.6 |\n| Exercise of Warrants | 8,526,792 | 0.9 | 97,761.4 | | 97,762.3 |\n| Issuance of Earnout Shares | 40,000,000 | 4.0 | (4.0) | | - |\n| Conversion of convertible notes | 6,250,000 | 0.6 | 49,999.4 | | 50,000.0 |\n| Net loss | | | | (16,368.0) | (16,368.0) |\n| Balance as of June 30, 2024 | 191,477,375 | $19.2 | $3,229,937.7 | $(2,888,288.6) | $341,668.3 | - The total number of common shares outstanding increased significantly from **87,500,000** at December 31, 2023, to **191,477,375** at June 30, 2024, primarily due to the Business Combination, conversion of convertible notes, and exercise of warrants[10](index=10&type=chunk)[11](index=11&type=chunk) - Paid-in capital saw a substantial increase, reflecting the effects of the Business Combination, stock-based compensation, and warrant exercises[10](index=10&type=chunk)[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents TMTG's cash inflows and outflows from operating, investing, and financing activities | (in thousands) | Six Month Periods Ended June 30, 2024 | Six Month Periods Ended June 30, 2023 | |:---------------|:--------------------------------------|:--------------------------------------| | Net cash used in operating activities | $(30,754.3) | $(7,370.9) |\n| Net cash used in investing activities | $(2,141.9) | $(2.2) |\n| Net cash provided by financing activities | $374,277.9 | $ - |\n| Net change in cash and cash equivalents | $341,381.7 | $(7,373.1) |\n| Cash and cash equivalents, end of period | $343,954.4 | $2,435.3 | - Net cash used in operating activities increased to **$(30,754.3) thousand** for the six months ended June 30, 2024, from **$(7,370.9) thousand** in the prior year, driven by higher operating expenses and cash bonuses[13](index=13&type=chunk)[208](index=208&type=chunk) - Net cash provided by financing activities was **$374,277.9 thousand** for the six months ended June 30, 2024, compared to **$0.0** in the prior year, primarily from Business Combination proceeds, convertible notes, and warrant exercises[13](index=13&type=chunk)[210](index=210&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [NOTE 1 - DESCRIPTION OF BUSINESS](index=10&type=section&id=NOTE%201%20-%20DESCRIPTION%20OF%20BUSINESS) This note describes TMTG's mission to promote free expression through Truth Social and its merger with DWAC - TMTG's mission is to promote free expression and rival 'Big Tech' by operating Truth Social, a social media platform[14](index=14&type=chunk) - On March 25, 2024, TMTG consummated a Merger Agreement with Digital World Acquisition Corp. (DWAC), accounted for as a reverse recapitalization where TMTG was the accounting acquirer[15](index=15&type=chunk)[16](index=16&type=chunk) [NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES](index=10&type=section&id=NOTE%202%20-%20SIGNIFICANT%20ACCOUNTING%20POLICIES%20AND%20PRACTICES) This note outlines the key accounting principles and methods used in preparing TMTG's financial statements - Financial statements are presented in conformity with U.S. GAAP and SEC rules, with interim results being unaudited and not necessarily indicative of future periods[19](index=19&type=chunk) - Revenue is recognized in accordance with ASC 606, primarily from advertising contractual arrangements where TMTG acts as an agent[27](index=27&type=chunk)[28](index=28&type=chunk) - The Company adopted ASU 2020-06 effective January 1, 2024, which did not materially affect its financial statements[41](index=41&type=chunk) [NOTE 3 - RECAPITALIZATION](index=15&type=section&id=NOTE%203%20-%20RECAPITALIZATION) This note details the financial impacts of the Business Combination, including proceeds, share issuances, and transaction costs - Upon the Business Combination closing, TMTG received gross proceeds of **$233,017.5 thousand**[43](index=43&type=chunk) Shares Issued in Recapitalization | Item | Shares | |:---|:---| | Digital World common stock, outstanding prior to the Business Combination | 39,636,904 |\n| Shares issued to Digital World convertible noteholders | 1,709,145 |\n| Predecessor TMTG Shares | 87,500,000 |\n| Shares issued to former TMTG convertible noteholders | 7,854,534 |\n| Common stock immediately after the Business Combination | 136,700,583 | - TMTG incurred **$1,640.2 thousand** in direct transaction costs and **$6,130.0 thousand** in bonus payments triggered by the Merger, recorded in G&A and sales & marketing expenses[43](index=43&type=chunk) - **40,000,000** TMTG Earnout Shares were classified in equity and earned on April 26, 2024, based on post-merger market price thresholds[47](index=47&type=chunk)[50](index=50&type=chunk) [NOTE 4 - PROPERTY AND EQUIPMENT](index=18&type=section&id=NOTE%204%20-%20PROPERTY%20AND%20EQUIPMENT) This note provides details on TMTG's property and equipment, including changes in net book value Property and Equipment, Net | (in thousands) | June 30, 2024 | December 31, 2023 | |:---------------|:--------------|:------------------| | Furniture and equipment | $34.5 | $34.5 |\n| Computer equipment | 123.6 | 120.8 |\n| Computer equipment - work in progress | 2,139.2 | - |\n| Accumulated depreciation | (135.4) | (126.1) |\n| Property and equipment, net | $2,161.9 | $29.2 | - Net property and equipment increased significantly to **$2,161.9 thousand** at June 30, 2024, from **$29.2 thousand** at December 31, 2023, primarily due to **$2,139.2 thousand** in computer equipment - work in progress[51](index=51&type=chunk) [NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=18&type=section&id=NOTE%205%20-%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) This note details the composition and changes in TMTG's accounts payable and accrued expenses Accounts Payable and Accrued Expenses | (in thousands) | June 30, 2024 | December 31, 2023 | |:---------------|:--------------|:------------------| | Accounts payable | $1,948.0 | $1,600.7 |\n| Other accrued expenses | 7,642.9 | - |\n| Income tax payable | 732.6 | - |\n| Franchise tax payable | 508.2 | - |\n| Total Accounts payable and accrued expenses | $10,831.7 | $1,600.7 | - Accounts payable and accrued expenses increased substantially to **$10,831.7 thousand** at June 30, 2024, from **$1,600.7 thousand** at December 31, 2023, driven by new accrued expenses, income tax, and franchise tax payables[52](index=52&type=chunk) [NOTE 6 - LEASES](index=18&type=section&id=NOTE%206%20-%20LEASES) This note provides information on TMTG's operating lease assets, liabilities, and associated costs Lease Assets and Liabilities | (in thousands) | June 30, 2024 | December 31, 2023 | |:---------------|:--------------|:------------------| | Operating lease cost ROU assets, net | $806.6 | $353.2 |\n| Total lease assets | $806.6 | $353.2 |\n| Operating lease liabilities, current | $276.9 | $160.3 |\n| Operating lease liabilities, non-current | 530.3 | 201.6 |\n| Total lease liabilities | $807.2 | $361.9 | - Total lease assets and liabilities increased significantly from December 31, 2023, to June 30, 2024, reflecting new operating lease obligations[53](index=53&type=chunk) Lease Costs | (in thousands) | Three Month Period Ended June 30, 2024 | Three Month Period Ended June 30, 2023 | |:---------------|:---------------------------------------|:---------------------------------------| | Operating lease costs | $66.7 | $44.9 |\n| Short-term lease costs | 43.2 | 38.7 |\n| Total lease costs | $109.9 | $83.6 | [NOTE 7 - INCOME TAXES](index=20&type=section&id=NOTE%207%20-%20INCOME%20TAXES) This note explains TMTG's income tax position, including its effective tax rate and net operating loss carryforwards - The estimated annual effective tax rate for the six months ended June 30, 2024, is **0%**, due to the projection of U.S. net operating loss (NOL) for fiscal 2024 with a full valuation allowance[58](index=58&type=chunk) - As of June 30, 2024, TMTG had U.S. Federal NOL carryforwards with a tax benefit of approximately **$9,400.0 thousand** from December 31, 2023[58](index=58&type=chunk) [NOTE 8 - OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE](index=20&type=section&id=NOTE%208%20-%20OTHER%20INCOME%20-%20RELATED%20PARTY,%20RELATED%20PARTY%20RECEIVABLE%20AND%20PAYABLE) This note discloses TMTG's transactions and balances with related parties, including payments for services and advances - TMTG had outstanding payables to affiliates of Digital World's sponsor ARC for administrative services (**$221.0 thousand**) and advances (**$41.0 thousand**) as of June 30, 2024[59](index=59&type=chunk) - Payments were made to Trishul, LLC (owned by director Kashyap Patel) and Hudson Digital, LLC (owned by former director Daniel Scavino) for consulting services[60](index=60&type=chunk)[61](index=61&type=chunk) - In June 2024, TMTG paid **$78.2 thousand** to Mar-a-Lago Club LLC, owned by the Donald J. Trump Revocable Trust, for a company event[62](index=62&type=chunk) [NOTE 9 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS](index=20&type=section&id=NOTE%209%20-%20CONVERTIBLE%20PROMISSORY%20NOTES%20AND%20WARRANTS) This note details the issuance, conversion, and terms of TMTG's convertible promissory notes and warrants - Various series of Convertible Promissory Notes (Notes 1-23) with cumulative face values ranging from **$5,340.0 thousand** to **$18,360.0 thousand** were issued between May 2021 and March 2024, accruing interest between **5%** and **10%**[62](index=62&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - On March 25, 2024, immediately before the Closing, Notes 1 to 23, and their accrued interest, automatically converted into an aggregate of **7,854,534** shares of TMTG common stock[68](index=68&type=chunk) - Digital World also agreed to issue up to **$50,000.0 thousand** in convertible promissory notes (DWAC Convertible Notes) on February 8, 2024, which accrued **8.00%** interest and were convertible into common stock and warrants[69](index=69&type=chunk) - The DWAC Convertible Notes were converted into **6,250,000** shares of TMTG common stock and warrants to purchase **3,125,000** shares on June 18 and 20, 2024[71](index=71&type=chunk) [NOTE 10 - FAIR VALUE MEASUREMENT](index=24&type=section&id=NOTE%2010%20-%20FAIR%20VALUE%20MEASUREMENT) This note describes TMTG's fair value hierarchy for financial instruments, particularly derivative liabilities - The Company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial instruments[76](index=76&type=chunk) - The derivative liability component of Convertible promissory notes was classified as Level 3 due to significant unobservable inputs, with fair value estimated using Black-Scholes and Monte Carlo simulations[76](index=76&type=chunk)[78](index=78&type=chunk) Derivative Liability Fair Value | (in thousands) | December 31, 2023 (Level 3) | |:---------------|:----------------------------| | Current Liabilities: Derivative liability | $17,282.5 |\n| Non-Current Liabilities: Derivative liability | $1,120.3 | [NOTE 11 - LOSS PER SHARE](index=25&type=section&id=NOTE%2011%20-%20LOSS%20PER%20SHARE) This note explains the calculation of basic and diluted loss per share, noting anti-dilutive effects - Basic and diluted loss per share are the same for the three and six months ended June 30, 2024 and 2023, as potential dilutive shares from convertible notes and warrants were anti-dilutive due to net losses[78](index=78&type=chunk) Common Stock Equivalents Excluded from Dilutive Loss Per Share | Item | June 30, 2024 | December 31, 2023 | |:---|:--------------|:------------------| | Warrants | 12,964,436 | - |\n| Total common stock equivalents excluded from dilutive loss per share | 12,964,436 | - | [NOTE 12 - STOCKHOLDERS' EQUITY](index=26&type=section&id=NOTE%2012%20-%20STOCKHOLDERS'%20EQUITY) This note details changes in TMTG's authorized capital stock and warrant activity post-merger - The authorized capital stock was changed to **1,000,000,000** shares (**$0.0001 par value**), consisting of **999,000,000** common shares and **1,000,000** preferred shares, in connection with the merger on March 25, 2024[82](index=82&type=chunk) Warrant Activity | Warrant Activity | Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregate Intrinsic Value | |:-----------------|:---------|:--------------------------------|:-------------------------------------------------------|:--------------------------| | Outstanding at January 1, 2024 | 18,366,228 | $11.50 | 5.40 | - |\n| Granted | 3,125,000 | 11.50 | - | - |\n| Exercised | (8,526,792)| 11.50 | - | - |\n| Outstanding at June 30, 2024 | 12,964,436 | $11.50 | 4.82 | $275,494,265 | [NOTE 13 - STOCK BASED COMPENSATION](index=26&type=section&id=NOTE%2013%20-%20STOCK%20BASED%20COMPENSATION) This note describes TMTG's equity incentive plan and significant non-cash stock-based compensation expenses - The 2024 Equity Incentive Plan, effective March 25, 2024, reserved **13,252,544** shares of common stock, with no activity for the six months ended June 30, 2024[83](index=83&type=chunk) - Executive Promissory Notes totaling **$10,900.0 thousand** were issued in March 2024 and converted into **1,090,000** shares of common stock upon the merger, resulting in **$54,445.5 thousand** of non-cash stock-based compensation expense[83](index=83&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) - Vendor Convertible Notes with an aggregate face value of **$7,500.0 thousand** were issued in March 2024 for R&D services, converting into common stock and resulting in **$30,142.5 thousand** of stock-based compensation expense[86](index=86&type=chunk)[87](index=87&type=chunk) [NOTE 14 - COMMITMENTS AND CONTINGENCIES](index=28&type=section&id=NOTE%2014%20-%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines TMTG's involvement in various legal proceedings, investigations, and related financial commitments - TMTG is involved in various legal proceedings, including a FINRA inquiry, an SEC investigation (settled for **$18 million** civil penalty paid March 25, 2024), and a Section 16 claim[91](index=91&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - Significant ongoing litigations include disputes with United Atlantic Ventures (UAV) in Delaware regarding alleged rights and stock ownership, and multiple lawsuits involving ARC Global Investments II, LLC and Patrick Orlando in Florida and Delaware concerning conversion ratios, fiduciary duties, and legal fee advancements[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk)[103](index=103&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk)[112](index=112&type=chunk)[116](index=116&type=chunk) - In connection with the UAV litigation and Business Combination, **4,667,033** shares were deposited into an escrow account[90](index=90&type=chunk) [NOTE 15 - SUBSEQUENT EVENTS](index=35&type=section&id=NOTE%2015%20-%20SUBSEQUENT%20EVENTS) This note discloses significant events occurring after the reporting period, including acquisitions and financing agreements - On July 3, 2024, TMTG entered into an asset acquisition agreement to acquire substantially all assets of WorldConnect Technologies, L.L.C. (WCT) or its affiliate, mainly including an option agreement and ancillary agreements related to source code purchase and support for video streaming technology[121](index=121&type=chunk) - The WCT asset acquisition closed on August 9, 2024, with TMTG agreeing to issue up to **5,100,000** shares of common stock as consideration, with **2,600,000** shares issued at closing and **2,500,000** upon milestone achievement[121](index=121&type=chunk) - On July 3, 2024, TMTG entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. (Yorkville), allowing TMTG to sell up to **$2.5 billion** of its Common Stock to Yorkville[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of TMTG's financial condition, operations, liquidity, capital resources, and market risks [Cautionary Note Regarding Forward-Looking Statements](index=36&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This note advises readers that the report contains forward-looking statements subject to inherent risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations[125](index=125&type=chunk) - Readers are advised to refer to the Risk Factors section of the Company's Form 10-K and other SEC filings for important factors affecting actual results[125](index=125&type=chunk) [Overview](index=36&type=section&id=Overview) This section provides an overview of TMTG's business, its Truth Social platform, and plans for a new streaming service - TMTG aims to be a media and technology powerhouse promoting free expression, primarily through its social media platform, Truth Social, launched in Q1 2022[126](index=126&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) - Truth Social has grown to approximately **9.0 million** signups as of mid-February 2024, but TMTG does not rely on traditional KPIs for business decisions, focusing instead on long-term innovation and strategic evaluation[129](index=129&type=chunk)[130](index=130&type=chunk) - TMTG is developing a new live TV streaming platform, with Phase 1 (CDN for streaming live TV to app) available as of August 7, 2024, and plans for stand-alone apps and home TV apps in subsequent phases[132](index=132&type=chunk)[134](index=134&type=chunk) [Recent Developments](index=38&type=section&id=Recent%20Developments) This section highlights recent key events, including the Business Combination, shareholdings, and asset acquisitions - The Business Combination with Digital World Acquisition Corp. was consummated on March 25, 2024, and accounted for as a reverse recapitalization, with Private TMTG as the accounting acquirer[136](index=136&type=chunk)[139](index=139&type=chunk) - As of the report date, President Donald J. Trump beneficially holds approximately **59.9%** of TMTG's outstanding common stock, including **36,000,000** Earnout Shares issued on April 26, 2024[140](index=140&type=chunk) - TMTG acquired substantially all assets of WCT or its affiliate, including streaming technology, on August 9, 2024, for up to **5,100,000** shares of TMTG common stock[142](index=142&type=chunk)[144](index=144&type=chunk) [Key Factors Affecting Results of Operations](index=40&type=section&id=Key%20Factors%20Affecting%20Results%20of%20Operations) This section discusses factors influencing TMTG's financial performance, such as executive notes, macroeconomic conditions, and user growth - Executive Promissory Notes issued to executives prior to the merger converted into **625,000** shares of TMTG common stock[147](index=147&type=chunk) - Inflation and current macroeconomic conditions (COVID-19, geopolitical conflicts, rising interest rates) are expected to increase cost of revenue and operating expenses, potentially impacting growth[148](index=148&type=chunk)[150](index=150&type=chunk) - TMTG's success is partly dependent on the popularity and reputation of President Donald J. Trump, and adverse publicity or loss of his services could negatively affect user base and revenues[152](index=152&type=chunk) - Growth in user base is critical for advertising revenue, facing strong competition from other social media platforms and risks related to content moderation and international market access[153](index=153&type=chunk)[154](index=154&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) [Key Operating Metrics](index=43&type=section&id=Key%20Operating%20Metrics) This section explains TMTG's approach to key performance indicators, noting its focus on long-term innovation - TMTG has not relied on traditional key performance indicators (KPIs) like average revenue per user or active user accounts, believing it could divert focus from long-term innovation and strategic evaluation[161](index=161&type=chunk) - The company may reevaluate and report KPIs in the future if deemed to significantly enhance investor understanding, but acknowledges challenges in implementing effective controls for such reporting[162](index=162&type=chunk) [Components of Results of Operations](index=43&type=section&id=Components%20of%20Results%20of%20Operations) This section breaks down TMTG's revenue sources, operating expenses, and non-operating items affecting financial results - All revenue is derived from advertising on Truth Social, generated by displaying 'Truth Ads' in user feeds[163](index=163&type=chunk) - TMTG has agreements with Rumble USA, Inc. and The Affinity Media Exchange, Inc. (TAME) for advertising sales, with TMTG receiving **70%** of gross revenues from Rumble and a net share from TAME after commissions[164](index=164&type=chunk)[166](index=166&type=chunk) - Operating expenses include Research and Development, Sales and Marketing, General and Administration, and Depreciation, with expectations for increases in cost of revenue due to platform expansion[168](index=168&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) - Non-operating items include changes in fair value of derivative liabilities (extinguished post-merger), interest expense (decreased post-conversion), and interest income (increased post-merger proceeds)[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) This section provides a detailed comparison of TMTG's financial performance for the reported periods [Comparison of the three months ended June 30, 2024 and 2023](index=45&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030,%202024%20and%202023.) This section compares TMTG's financial results for the three-month periods ended June 30, 2024 and 2023 | (in thousands) | June 30, 2024 | June 30, 2023 | Variance, $ | Variance, % | |:---------------|:--------------|:--------------|:------------|:------------| | Revenue | $836.9 | $1,192.1 | $(355.2) | (30%) |\n| Cost of revenue | 36.2 | 41.2 | (5.0) | (12%) |\n| Gross profit | 800.7 | 1,150.9 | (350.2) | (30%) |\n| Research and development | 4,861.6 | 2,197.4 | 2,664.2 | 121% |\n| Sales and marketing | 1,175.3 | 388.4 | 786.9 | 203% |\n| General and administration | 13,418.6 | 2,321.4 | 11,097.2 | 478% |\n| Total operating costs and expenses | 19,459.2 | 4,923.8 | 14,535.4 | 295% |\n| Operating income/(loss) | (18,658.5) | (3,772.9) | (14,885.6) | 395% |\n| Interest expense | 157.8 | (20,606.3) | 20,764.1 | (101%) |\n| Interest income | 2,132.7 | - | 2,132.7 | - |\n| Change in fair value of derivative liabilities | - | 1,611.1 | (1,611.1) | (100%) |\n| Net Loss | $(16,368.0) | $(22,768.1) | 6,400.1 | (28%) | - Revenue decreased by **30%** due to changes in advertising partner revenue share and nascent advertising initiatives[180](index=180&type=chunk) - Operating costs and expenses increased by **295%**, primarily driven by higher IT consulting, software costs (R&D), increased marketing, and higher legal, license, registration, insurance, accounting, and finance fees (G&A)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - Net loss decreased by **28%** due to a significant reduction in interest expense (**101%** decrease) and the elimination of derivative liability fair value changes, offset by increased operating costs[179](index=179&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Comparison of the six months ended June 30, 2024 and 2023](index=48&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030,%202024%20and%202023.) This section compares TMTG's financial results for the six-month periods ended June 30, 2024 and 2023 | (in thousands) | June 30, 2024 | June 30, 2023 | Variance, $ | Variance, % | |:---------------|:--------------|:--------------|:------------|:------------| | Revenue | $1,607.4 | $2,308.3 | $(700.9) | (30%) |\n| Cost of revenue | 129.6 | 82.5 | 47.1 | 57% |\n| Gross profit | 1,477.8 | 2,225.8 | (748.0) | (34%) |\n| Research and development | 38,020.2 | 5,009.5 | 33,010.7 | 659% |\n| Sales and marketing | 2,245.7 | 644.5 | 1,601.2 | 248% |\n| General and administration | 78,213.7 | 4,157.7 | 74,056.0 | 1,781% |\n| Total operating costs and expenses | 118,488.9 | 9,844.6 | 108,644.3 | 1,104% |\n| Operating loss | (117,011.1) | (7,618.8) | (109,392.3) | 1,436% |\n| Interest expense | (2,659.8) | (22,630.6) | 19,970.8 | (88%) |\n| Interest income | 2,161.5 | - | 2,161.5 | - |\n| Change in fair value of derivative liabilities | (225,916.0) | 7,271.0 | (233,187.0) | (3,207%) |\n| Net loss | $(343,967.7) | $(22,978.4) | (320,989.3) | 1,397% | - Revenue decreased by **30%** due to changes in advertising partner revenue share and nascent advertising initiatives[193](index=193&type=chunk) - Operating costs and expenses increased by **1,104%**, primarily due to **$30,142.5 thousand** in non-cash stock-based compensation for R&D and **$54,445.5 thousand** in non-cash stock-based compensation for G&A related to the merger[196](index=196&type=chunk)[198](index=198&type=chunk) - Net loss increased by **1,397%**, largely driven by a significant **$(233,187.0) thousand** increase in loss from the change in fair value of derivative liabilities due to the substantial increase in common stock value prior to the Business Combination[192](index=192&type=chunk)[200](index=200&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses TMTG's ability to meet its financial obligations and fund operations, including cash position and financing plans - Historically, Private TMTG financed operations through convertible promissory notes. Post-merger, TMTG intends to fund growth through cash on hand, advertising revenues, equity issuance, and a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to **$2.5 billion**[205](index=205&type=chunk) - Cash and cash equivalents increased significantly to **$343,954.4 thousand** at June 30, 2024, from **$2,572.7 thousand** at December 31, 2023, primarily from Business Combination proceeds (**$233,017.5 thousand**), convertible notes (**$47,455.0 thousand**), and warrant exercises (**$93,805.4 thousand**)[207](index=207&type=chunk) - Net cash used in operating activities increased to **$(30,754.3) thousand** for the six months ended June 30, 2024, from **$(7,370.9) thousand** in the prior year, due to higher operating expenses and cash bonuses[208](index=208&type=chunk) - Management believes there is no substantial doubt about the Company's ability to continue as a going concern as of June 30, 2024, due to the positive working capital position and no debt on the balance sheet post-Business Combination[222](index=222&type=chunk) [Off-Balance Sheet Arrangements](index=54&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that TMTG had no material off-balance sheet arrangements as of June 30, 2024 - As of June 30, 2024, TMTG did not have any material off-balance sheet arrangements[223](index=223&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section addresses TMTG's exposure to market risks, including interest rates and foreign currency, and its reporting status - TMTG is exposed to market risks including interest rates, access to credit, and foreign currency exchange rates if it expands internationally[224](index=224&type=chunk)[248](index=248&type=chunk) - Cash and cash equivalents are held in demand deposits at major financial institutions, subject to credit risk above FDIC limitations[225](index=225&type=chunk)[226](index=226&type=chunk) - As a smaller reporting company, TMTG is not required to provide quantitative and qualitative disclosures about market risk[250](index=250&type=chunk) [Emerging Growth Company Status](index=54&type=section&id=Emerging%20Growth%20Company%20Status) This section notes TMTG's election to use the extended transition period for new accounting standards as an emerging growth company - TMTG has elected to take advantage of the extended transition period for complying with new or revised accounting standards available to emerging growth companies under the JOBS Act[227](index=227&type=chunk) [Critical Accounting Policies and Significant Management Estimates](index=55&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Management%20Estimates) This section outlines TMTG's critical accounting policies requiring significant management judgment and estimates - Critical accounting policies involve significant management judgments and estimates, including revenue recognition (as an agent for advertising services), software development costs (expensed before technological feasibility), stock-based compensation (fair value measurement), income taxes (valuation allowance for NOLs), convertible promissory notes (bifurcation of embedded derivatives), and fair value of financial instruments (Level 3 for derivative liabilities)[229](index=229&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk)[240](index=240&type=chunk)[242](index=242&type=chunk)[243](index=243&type=chunk) [Recent Accounting Pronouncements](index=57&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 2 for details on recently issued accounting standards relevant to TMTG - Refer to Note 2 for details on recently issued accounting standards[244](index=244&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=57&type=section&id=Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section reports the change in TMTG's independent registered public accounting firm and confirms no disagreements - Effective May 3, 2024, TMTG dismissed BF Borgers CPA PC as its independent registered public accounting firm and engaged Semple, Marchal & Cooper, LLP (SMC) on May 4, 2024[244](index=244&type=chunk) - There were no disagreements with BF Borgers on accounting principles, financial statement disclosure, or auditing scope/procedure during the fiscal years ended December 31, 2023 and 2022, or the subsequent interim period[245](index=245&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, TMTG is exempt from providing detailed quantitative and qualitative market risk disclosures - TMTG is exempt from providing detailed quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company[250](index=250&type=chunk) [Item 4. Control and Procedures](index=58&type=section&id=Item%204.%20Control%20and%20Procedures) This section addresses TMTG's disclosure controls and internal control over financial reporting, noting material weaknesses and ongoing remediation - Management identified a material weakness in internal control over financial reporting, primarily due to a failure to design and maintain formal accounting policies, processes, controls for income recordation, and a need for additional accounting personnel with SEC reporting experience[252](index=252&type=chunk) - Remediation efforts are ongoing in 2024, including hiring additional accounting staff, engaging third parties for complex transactions, formalizing business processes, and strengthening supervisory reviews[253](index=253&type=chunk) - All identified material weaknesses continue to exist as of the report date, and full remediation is expected to potentially go beyond December 31, 2024, incurring significant time and costs[255](index=255&type=chunk) [PART II - OTHER INFORMATION](index=60&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information on legal proceedings, risk factors, equity sales, and other disclosures [Item 1. Legal Proceedings](index=60&type=section&id=Item%201.%20Legal%20Proceedings) This section details TMTG's involvement in various legal proceedings, including a FINRA inquiry, SEC settlement, and ongoing litigations - TMTG cooperated with a FINRA inquiry regarding trading events prior to the Merger Agreement[258](index=258&type=chunk) - Digital World settled an SEC investigation for certain antifraud violations, agreeing to pay an **$18 million** civil penalty, which was paid on March 25, 2024, upon the Business Combination[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - Ongoing litigations include disputes with UAV in Delaware over alleged rights and stock ownership, and lawsuits in Florida and Delaware involving ARC and Patrick Orlando regarding conversion ratios, breach of fiduciary duty, and advancement of legal fees[263](index=263&type=chunk)[264](index=264&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk)[275](index=275&type=chunk)[280](index=280&type=chunk) [Item 1A. Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks to TMTG's business, including internal control weaknesses, Trump's legal issues, and streaming rollout - TMTG identified material weaknesses in internal control over financial reporting, including insufficient accounting personnel and lack of formal policies, which could lead to material misstatements and impact reporting obligations[291](index=291&type=chunk)[294](index=294&type=chunk) - The company's success is linked to President Donald J. Trump's popularity; his numerous legal proceedings and potential adverse outcomes could negatively impact his reputation, TMTG's brand, user base, and business prospects[299](index=299&type=chunk)[308](index=308&type=chunk) - Risks exist with the rollout of TMTG's streaming content plans, including delays, increased costs, and potential inability to meet revenue expectations, which could materially affect its growth strategy[309](index=309&type=chunk)[312](index=312&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms no unregistered sales of TMTG's equity securities occurred during the quarter ended June 30, 2024 - No unregistered sales of equity securities occurred during the quarter ended June 30, 2024, that were not previously reported[313](index=313&type=chunk) [Item 3. Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section reports no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported[313](index=313&type=chunk) [Item 4. Mine Safety Disclosures](index=69&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that Mine Safety Disclosures are not applicable to TMTG's operations - Mine Safety Disclosures are not applicable[313](index=313&type=chunk) [Item 5. Other Information](index=69&type=section&id=Item%205.%20Other%20Information) This section reports no other material information or Rule 10b5-1 trading agreement changes by directors or officers - No directors or officers adopted or terminated a 'Rule 10b5-1 trading agreement' or a 'non-Rule 10b5-1 trading agreement' during the quarter ended June 30, 2024[313](index=313&type=chunk) [Item 6. Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including key agreements and certifications - Key exhibits include the Agreement and Plan of Merger, Second Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws[314](index=314&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are filed/furnished herewith[314](index=314&type=chunk) [SIGNATURES](index=71&type=section&id=SIGNATURES) This section contains the signatures of the Chief Executive Officer and Chief Financial Officer, certifying the report's submission - The report was signed by Devin Nunes, Chief Executive Officer, and Phillip Juhan, Chief Financial Officer, on August 9, 2024[317](index=317&type=chunk)

This key merger came after months of speculation that the deal wouldn't happen. Regulatory probes into DWAC and questions about TMTG's financing resulted in delays, and concerns abounded that one of the companies involved would pull out. Additionally, Trump's legal problems cast doubt over the future of his company, creating turbulence for DWAC stock. DJT Follows DJT Nevertheless, the newly minted Trump Media stock initially traded well. It rose 40% on its first day of trading after the merger's completion. ...

Trump Media closed down more than 5% Monday. (Photo by SAUL LOEB / AFP) (Photo by SAUL LOEB/AFP via ... [+] Getty Images) Topline AFP via Getty Images Trump Media stock closed down more than 5% at $42.09 Monday after the company filed a notice about a reaudit of its finances completed by a newly hired auditor, which was employed after the company's previous auditor, BF Borgers, was charged with "massive fraud" by the SEC. Trump owns a nearly 64% stake in Trump Media worth about $4.7 billion. We estimate Tru ...