Date: 4/15/2024
Form: S-1 - General form for registration of securities under the Securities Act of 1933
Document and Entity Information |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Cover [Abstract] | |
| Document Type | S-1 |
| Amendment Flag | false |
| Entity Registrant Name | Trump Media & Technology Group Corp. |
| Entity Central Index Key | 0001849635 |
| Entity Filer Category | Non-accelerated Filer |
| Entity Small Business | true |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
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- Definition Cover page. No definition available.
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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. No definition available.
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The carrying value as of balance sheet date of underwriting fees payable or deferred, classified as noncurrent. No definition available.
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to franchise tax. No definition available.
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- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Indicates type of related party for liability classified as other and current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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- Definition Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of franchise tax expense incurred during the period. No definition available.
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- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount recovered from insurance. These recoveries reduce costs and losses that are reported as a separate line item under operating expenses. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
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- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (DWAC) - USD ($) |
Total |
Common Stock [Member] |
Accumulated Deficit |
Digital World Acquisition Corp. [Member] |
Digital World Acquisition Corp. [Member]
Additional Paid-in Capital [Member]
|
Digital World Acquisition Corp. [Member]
Accumulated Deficit
|
Digital World Acquisition Corp. [Member]
Class A Common Stock Not Subject to Redemption [Member]
Common Stock [Member]
|
Digital World Acquisition Corp. [Member]
Class B Common Stock [Member]
Common Stock [Member]
|
|---|---|---|---|---|---|---|---|---|
| Beginning balance at Dec. 31, 2021 | $ (10,571,968) | $ 0 | $ (10,572,814) | $ 127 | $ 719 | |||
| Balance at the beginning (in shares) at Dec. 31, 2021 | 1,277,234 | 7,187,500 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | $ 50,523,700 | (15,642,548) | (15,642,548) | |||||
| Remeasurement of Class A common stock to redemption value | (5,760,092) | (5,760,092) | ||||||
| Ending balance at Dec. 31, 2022 | (8,572,600) | $ 0 | $ (8,572,600) | (31,974,608) | 0 | (31,975,454) | $ 127 | $ 719 |
| Balance at the end (in shares) at Dec. 31, 2022 | 1,277,234 | 7,187,500 | ||||||
| Beginning balance at Mar. 31, 2022 | (107,284,100) | 0 | (107,284,100) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | 77,147,300 | 0 | 77,147,300 | |||||
| Ending balance at Jun. 30, 2022 | (30,136,800) | 0 | (30,136,800) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | 12,545,400 | 0 | 12,545,400 | |||||
| Ending balance at Sep. 30, 2022 | (17,591,400) | 0 | (17,591,400) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | 9,018,800 | 0 | 9,018,800 | |||||
| Ending balance at Dec. 31, 2022 | (8,572,600) | 0 | (8,572,600) | (31,974,608) | 0 | (31,975,454) | $ 127 | $ 719 |
| Balance at the end (in shares) at Dec. 31, 2022 | 1,277,234 | 7,187,500 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | (210,200) | 0 | (210,200) | |||||
| Ending balance at Mar. 31, 2023 | (8,782,800) | 0 | (8,782,800) | |||||
| Beginning balance at Dec. 31, 2022 | (8,572,600) | 0 | (8,572,600) | (31,974,608) | 0 | (31,975,454) | $ 127 | $ 719 |
| Balance at the beginning (in shares) at Dec. 31, 2022 | 1,277,234 | 7,187,500 | ||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | (58,189,200) | (21,890,641) | (21,890,641) | |||||
| Surrender of shares | 0 | 3 | $ (3) | |||||
| Surrender of shares (in shares) | (29,475) | |||||||
| Remeasurement of Class A common stock to redemption value | (10,000,857) | (10,000,857) | ||||||
| Ending balance at Dec. 31, 2023 | (66,761,800) | 0 | (66,761,800) | (63,866,106) | 0 | (63,866,949) | $ 127 | $ 716 |
| Balance at the end (in shares) at Dec. 31, 2023 | 1,277,234 | 7,158,025 | ||||||
| Beginning balance at Mar. 31, 2023 | (8,782,800) | 0 | (8,782,800) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | (22,768,100) | 0 | (22,768,100) | |||||
| Ending balance at Jun. 30, 2023 | (31,550,900) | 0 | (31,550,900) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | (26,033,100) | 0 | (26,033,100) | |||||
| Ending balance at Sep. 30, 2023 | (57,584,000) | 0 | (57,584,000) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
| Net loss | (9,177,800) | 0 | (9,177,800) | |||||
| Ending balance at Dec. 31, 2023 | $ (66,761,800) | $ 0 | $ (66,761,800) | $ (63,866,106) | $ 0 | $ (63,866,949) | $ 127 | $ 716 |
| Balance at the end (in shares) at Dec. 31, 2023 | 1,277,234 | 7,158,025 |
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares (or other type of equity) forfeited during the period. No definition available.
|
| X | ||||||||||
- Definition Value of forfeited shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders. No definition available.
|
STATEMENTS OF CASH FLOWS (DWAC) - USD ($) |
12 Months Ended | 35 Months Ended | |
|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
|
| Changes in operating assets and liabilities: | |||
| Net cash used in operating activities | $ (9,733,500) | $ (24,201,500) | $ 37,732,000 |
| Cash flows from investing activities: | |||
| Net cash provided by (used in) investing activities | (2,200) | (84,500) | |
| Cash flows from financing activities: | |||
| Net cash provided by financing activities | 2,500,000 | 15,360,000 | |
| Cash, beginning of period | 9,808,400 | 18,734,400 | |
| Cash, end of period | 2,572,700 | 9,808,400 | 2,572,700 |
| Supplemental disclosures | |||
| Income taxes paid | 0 | 0 | |
| Interest paid | 0 | 0 | |
| Digital World Acquisition Corp. [Member] | |||
| Cash flows from operating activities: | |||
| Net loss | (21,890,641) | (15,642,548) | |
| Adjustments to reconcile net income to net cash used in operating activities: | |||
| Interest earned on cash and marketable securities held in Trust Account | (13,831,960) | (4,257,469) | |
| Changes in operating assets and liabilities: | |||
| Accrued expenses | 29,549,831 | 17,026,986 | |
| Income taxes payable | 810,606 | 979,475 | |
| Prepaid insurance | 168,350 | 237,673 | |
| Franchise tax payable | 58,226 | 200,000 | |
| Net cash used in operating activities | (5,135,588) | (1,455,883) | |
| Cash flows from investing activities: | |||
| Investment of cash in Trust Accounts | 0 | (2,875,000) | |
| Cash withdrawn from Trust Account for taxes | 3,232,500 | ||
| Cash withdrawn from Trust Account for redemptions | 307,028 | 58,916 | |
| Net cash provided by (used in) investing activities | 3,539,528 | (2,816,084) | |
| Cash flows from financing activities: | |||
| Proceeds from convertible Sponsor note | 1,008,945 | 2,875,000 | |
| Proceeds from working capital loan | 1,773,000 | 503,441 | |
| (Repayment of) Proceeds from advances - related party | (484,835) | 625,700 | |
| Redemption of shares | (307,028) | (58,916) | |
| Net cash provided by financing activities | 1,990,082 | 3,945,225 | |
| Net change in cash | 394,022 | (326,742) | |
| Cash, beginning of period | 989 | 327,731 | |
| Cash, end of period | 395,011 | 989 | $ 395,011 |
| Supplemental disclosures | |||
| Income taxes paid | 2,737,997 | 0 | |
| Interest paid | 0 | 0 | |
| Non-cash investing and financing activities: | |||
| Class B common stock redemption | 3 | 0 | |
| Remeasurement of Class A common stock | 10,000,857 | 5,760,092 | |
| Issuance of Convertible note for legal services | $ 500,000 | $ 0 | |
| X | ||||||||||
- Definition The increase (decrease) during the reporting period of franchise tax payable. No definition available.
|
| X | ||||||||||
- Definition Interest earned on cash and marketable securities held in Trust Account. No definition available.
|
| X | ||||||||||
- Definition Investments withdrawn from trust account for redemptions. No definition available.
|
| X | ||||||||||
- Definition The amount of cash outflow for investment of cash in trust account. No definition available.
|
| X | ||||||||||
- Definition The cash outflow for redemption of Class A ordinary shares during the period. No definition available.
|
| X | ||||||||||
- Definition The amount of cash inflow from trust account for taxes. No definition available.
|
| X | ||||||||||
- Definition Repayment of shares. No definition available.
|
| X | ||||||||||
- Definition Temporary equity accretion to redemption value non cash transaction. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) of consideration paid in advance for insurance that provides economic benefits in future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from long-term debt by a related party. Related parties, include, but are not limited to, affiliates, owners or officers and their immediate families, and pension trusts. No definition available.
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
Consolidated Balance Sheet - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Current assets: | ||
| Cash | $ 2,572,700 | $ 9,808,400 |
| Prepaid expenses and other current assets | 327,600 | 326,000 |
| Accounts receivable | 81,000 | 507,800 |
| Total Current Assets | 2,981,300 | 10,642,200 |
| Property, plant and equipment | 29,200 | 87,400 |
| Right-of-Use Assets | 353,200 | 507,100 |
| TOTAL ASSETS | 3,363,700 | 11,236,700 |
| Current liabilities: | ||
| Accounts payable and accrued expenses | 1,600,700 | 268,700 |
| Convertible promissory notes | 42,415,500 | 4,123,900 |
| Derivative liability | 17,282,500 | 14,905,300 |
| Unearned Revenue | 4,413,100 | 0 |
| Current portion of Operating lease liability | 160,300 | 149,400 |
| Total Current Liabilities | 65,872,100 | 19,447,300 |
| Long-Term Operating lease liability | 201,600 | 362,000 |
| Convertible promissory notes | 2,931,500 | 0 |
| Derivative Liability | 1,120,300 | 0 |
| TOTAL LIABILITIES | 70,125,500 | 19,809,300 |
| Commitments and contingencies (Note 11) | ||
| Stockholders' equity: | ||
| Common Stock $ 0.000001 par value - 120,000,000 shares authorized, 100,000,000 shares issued and outstanding | ||
| Accumulated Deficit | (66,761,800) | (8,572,600) |
| Total Stockholders' Deficit | (66,761,800) | (8,572,600) |
| TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | $ 3,363,700 | $ 11,236,700 |
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
Consolidated Balance Sheet (Parenthetical) - $ / shares |
Dec. 31, 2023 |
Feb. 16, 2023 |
Dec. 31, 2022 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
|---|---|---|---|---|---|---|
| Stockholders' equity: | ||||||
| Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
| Common stock, shares authorized (in shares) | 120,000,000 | 1,000,000,000 | 120,000,000 | 120,000,000 | 110,000,000 | |
| Common shares, shares issued (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |
| Common stock, shares outstanding (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 |
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
|
Consolidated Statement of Operations - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|||
| Income Statement [Abstract] | |||||||||||
| Revenue | $ 4,131,100 | $ 1,470,500 | |||||||||
| Cost of revenue | 164,900 | 54,500 | |||||||||
| Gross profit | 3,966,200 | 1,416,000 | |||||||||
| Research and development | 9,715,700 | 13,633,100 | |||||||||
| Sales and marketing | 1,279,600 | 625,900 | |||||||||
| General and administration | 8,878,700 | 10,345,600 | |||||||||
| Depreciation and amortization | 59,600 | 58,700 | |||||||||
| Loss from operation costs | (15,967,400) | (23,247,300) | |||||||||
| Interest expense | (39,429,100) | (2,038,700) | |||||||||
| Change in fair value of derivative liabilities | (2,791,600) | 75,809,900 | |||||||||
| Loss before income taxes | (58,188,100) | 50,523,900 | |||||||||
| Income tax expense/(benefit) | 1,100 | 200 | |||||||||
| Net profit/(loss) | $ (9,177,800) | $ (26,033,100) | $ (22,768,100) | $ (210,200) | $ 9,018,800 | $ 12,545,400 | $ 77,147,300 | $ (58,189,200) | $ 50,523,700 | ||
| Profit/(loss) per Share attributable to common stockholders: | |||||||||||
| Basic (in dollars per share) | $ (0.58) | $ 0.51 | |||||||||
| Diluted (in dollars per share) | [1] | $ (0.58) | $ 0.51 | ||||||||
| Weighted Average Shares used to compute net profit/ loss per share attributable to common stockholders: | |||||||||||
| Basic (in shares) | 100,000,000 | 100,000,000 | |||||||||
| Diluted (in shares) | 100,000,000 | 100,000,000 | |||||||||
| |||||||||||
| X | ||||||||||
- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
|
| X | ||||||||||
- Definition The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Consolidated Statement of Stockholders' Deficit - USD ($) |
Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Total |
|---|---|---|---|
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | $ 50,523,700 | ||
| Ending balance at Dec. 31, 2022 | $ 0 | $ (8,572,600) | (8,572,600) |
| Beginning balance at Mar. 31, 2022 | 0 | (107,284,100) | (107,284,100) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | 77,147,300 | 77,147,300 |
| Ending balance at Jun. 30, 2022 | 0 | (30,136,800) | (30,136,800) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | 12,545,400 | 12,545,400 |
| Ending balance at Sep. 30, 2022 | 0 | (17,591,400) | (17,591,400) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | 9,018,800 | 9,018,800 |
| Ending balance at Dec. 31, 2022 | 0 | (8,572,600) | (8,572,600) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | (210,200) | (210,200) |
| Ending balance at Mar. 31, 2023 | 0 | (8,782,800) | (8,782,800) |
| Beginning balance at Dec. 31, 2022 | 0 | (8,572,600) | (8,572,600) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | (58,189,200) | ||
| Ending balance at Dec. 31, 2023 | 0 | (66,761,800) | (66,761,800) |
| Beginning balance at Mar. 31, 2023 | 0 | (8,782,800) | (8,782,800) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | (22,768,100) | (22,768,100) |
| Ending balance at Jun. 30, 2023 | 0 | (31,550,900) | (31,550,900) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | (26,033,100) | (26,033,100) |
| Ending balance at Sep. 30, 2023 | 0 | (57,584,000) | (57,584,000) |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
| Net Profit/(Loss) | 0 | (9,177,800) | (9,177,800) |
| Ending balance at Dec. 31, 2023 | $ 0 | $ (66,761,800) | $ (66,761,800) |
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Consolidated Statement of Stockholders' Deficit (Parenthetical) $ in Thousands |
12 Months Ended |
|---|---|
|
Dec. 31, 2023
USD ($)
$ / shares
shares
| |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
| Common stock, shares outstanding (in shares) | 100,000,000 |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 |
| Paid-in Capital [Member] | |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
| Common stock, shares outstanding (in shares) | 10,000 |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 |
| Stock issued upon conversion of common stock (in shares) | 100,000,000 |
| Value of paid in capital upon conversion of common stock | $ | $ 100 |
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
Consolidated Statement of Cash Flows - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Cash flows from operating activities | ||
| Net income/(loss) | $ (58,189,200) | $ 50,523,700 |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Non-cash interest expense on debt | 39,429,100 | 2,038,700 |
| Change in fair value of derivative liability | 2,791,600 | (75,809,900) |
| Depreciation | 60,400 | 59,100 |
| Non-cash charge for operating lease | 4,300 | 4,300 |
| Prepaid expenses and other current assets | (1,600) | 105,200 |
| Related party receivable/payable | 0 | (72,100) |
| Accounts Receivable | 426,900 | (507,800) |
| Unearned Revenue | 4,413,100 | 0 |
| Accounts payable | 1,332,000 | (542,700) |
| Net cash used in operating activities | (9,733,500) | (24,201,500) |
| Cash flows used in investing activities | ||
| Purchases of property, plant and equipment | (2,200) | (84,500) |
| Net cash provided by (used in) investing activities | (2,200) | (84,500) |
| Cash flows provided by financing activities | ||
| Proceeds from convertible promissory notes | 3,500,000 | 15,360,000 |
| Settlement of convertible promissory notes | (1,000,000) | 0 |
| Net cash provided by financing activities | 2,500,000 | 15,360,000 |
| Net change in cash | (7,235,700) | (8,926,000) |
| Cash, beginning of period | 9,808,400 | 18,734,400 |
| Cash, end of period | 2,572,700 | 9,808,400 |
| Supplemental disclosure of cash flow information | ||
| Cash paid for interest | 0 | 0 |
| Cash paid for taxes | 0 | 0 |
| Non cash investing and financing activities | ||
| Costs associated with convertible notes | $ 0 | $ 0 |
| X | ||||||||||
- Definition The amount of non cash costs associated with convertible notes. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amount due to the reporting entity for good and services provided to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management, an entity and its principal owners, management, member of their immediate families, affiliates, or other parties with the ability to exert significant influence. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Interest paid other than in cash for example by issuing additional debt securities. As a noncash item, it is added to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN (DWAC) |
12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||
| Digital World Acquisition Corp. [Member] | |||||||
| Legal Entity [Line Items] | |||||||
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN |
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND
GOING CONCERN
Digital World Acquisition Corp. (the “Company”) is a blank check
company incorporated in the State of Delaware on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or
geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services
sector.
As of December 31, 2023, the Company had not yet commenced
operations. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the
proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
The registration statement for the Company’s Initial Public Offering
was declared effective on September 2, 2021 (the “Registration Statement”). On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000,
and incurred offering costs of $23,566,497, consisting of deferred underwriting commissions of $10,062,500 (see Note 4), fair value of the representative shares (as defined in Note 8) of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018,
and other offering costs of $4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering.
Simultaneously with the closing of the Initial Public Offering, the
Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of
$11,334,840, which is described in Note 5.
Following the closing of the Initial Public Offering on September 8,
2021, an amount of $293,250,000 ($10.20
per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d)
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to
amend the Company’s Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial
Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination
Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial
Business Combination within the Combination Period (subject to the requirements of applicable law).
The Company will provide its stockholders with the opportunity to
redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a
proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a
Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001
upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation
or stock exchange rules.
If the Company seeks stockholder approval of a Business Combination
and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with
whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.
The stockholders will be entitled to redeem their Public Shares for a
pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share
amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business
Combination with respect to the Company’s warrants.
All of the Public Shares contain a redemption feature which allows
for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the
Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Because of the redemption feature noted above, the shares of Class A common stock are
subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it
becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the
instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001,
the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.
If a stockholder vote is not required and the Company does not decide
to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer
documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
The Sponsor and the Company’s officers and directors have agreed (a)
to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public
Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the
completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a
stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or
certain amendments to its Amended and
Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any
other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if
the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to
complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with
respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held
by them if the Company fails to complete its initial Business Combination within the Combination Period.
On November 22, 2022, the Company held a special meeting of
stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor
and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to
September 8, 2023).
In connection with the special meeting of stockholders, stockholders
holding 5,658 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s trust account. As a result, $58,916 (approximately $10.41 per share) was removed from the Company’s trust account to pay such holders.
On September 8, 2022, the Company issued a promissory note in the
aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s
initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 to March 8,
2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023.
On August 9, 2023, the Company and TMTG entered into the Second
Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due
diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on
August 9, 2023 or the Company’s Amendment Number 1 to the Form S-4 Registration Statement filed with the SEC on November 13, 2023.
On September 5, 2023, the Company held a special meeting of
stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business
combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board (the “Extension Amendment
Proposal”).
In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s
Trust Account. As a result, $307,028 (approximately $10.68 per share) was removed from the Company’s Trust Account to pay such holders.
On September 29, 2023, the Company and TMTG entered into the Third
Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration
statement on Form S-4 with the SEC.
The Company has until September 8, 2024, to consummate a Business
Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of
directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has
agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with
the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less
than $10.45.
The Sponsor has agreed that it will be liable to the Company, if and
to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to
below $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any
claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a
third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by
endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
In connection with the Company’s assessment of going concern
considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until
September 8, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory
liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations
for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Proposed Business Combination
The Company entered into an Agreement and Plan of Merger, dated as of
October 20, 2021, as amended on May 11, 2022, on August 9, 2023, and on September 29, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and Private TMTG’s
General Counsel, in the capacity as the representative for stockholders of TMTG.
Pursuant to the Merger Agreement, subject to the terms and conditions
set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger
Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock
(together, “TMTG Common Stock”) issued and outstanding immediately prior to the
effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each
outstanding option to acquire shares of TMTG Common Stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares
equitably adjusted based on the conversion ratio of the shares of TMTG Common Stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the
Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.”
The aggregate merger consideration to be paid pursuant to the Merger
Agreement to holders of TMTG Common Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security
Holders”) will be an amount equal to $875,000,000, subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction
expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes.
The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or
converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the
Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the
Closing.
As part of the Merger Consideration, the Company will create a new
class of common stock (the “High Vote Common Stock”) to be issued to former President Donald J. Trump (“Company Principal”) that will have the same voting, dividend, liquidation and other rights as one share of the Company’s Class A common
stock, except that each share of High Vote Common Stock will entitle its holder to a number of votes equal to the greater of (i) one vote and (ii) the number of votes that would cause the aggregate number of shares issued to the Company
Principal as consideration in the Merger (excluding any Earnout Shares) to represent 55% of the voting power (to the maximum extent
permitted by the rules and regulations of Nasdaq and applicable law, following the reasonable best efforts of the Company to obtain any necessary approvals) of (A) all shares of the Company’s common stock entitled to vote on the election of
directors as of immediately following the Closing plus (B) the maximum number of shares of the Company’s common stock issuable upon the conversion of all convertible preferred stock or other convertible securities of the Company (if any)
outstanding or with respect to which purchase agreements are in effect at Closing. The shares of High Vote Common Stock will vote together with all other shares of the Company’s common stock on all matters put to a vote of the Company’s
stockholders, entitled to vote on the election of directors as of immediately following closing of the merger and all other matters put to a vote of the Company’s stockholders. Each TMTG convertible note that is issued and outstanding
immediately prior to the Effective Time will convert immediately prior to the Effective Time into a number of shares of TMTG Common Stock in accordance with the terms of each note.
In addition to the Merger Consideration set forth above, the TMTG
Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of the Company’s common stock (the
“Earnout Shares”) after the Closing based on the price performance of the Company’s common stock during the three (3) year period
following the Closing (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows:
If there is a final determination that the TMTG Stockholders are
entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the TMTG Stockholders. The number of shares of the Company’s common stock constituting any earnout payment shall be equitably adjusted for stock
splits, stock dividends, combinations, recapitalizations and the like after the Closing.
On December 4, 2021, in support of the Transactions, the Company
entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $1,000 per share of Preferred Stock, for an aggregate commitment of $1,000,000,000
in a private placement (the “PIPE”) that was originally intended to be consummated concurrently with the Transactions. The closing of the PIPE was conditioned on the concurrent closing of the Transactions and other closing conditions as set
forth in the SPAs. Pursuant to the SPAs, each of the PIPE Investors had the right to terminate its respective SPA, among other things, if the closing of the PIPE had not occurred on or prior to September 20, 2022. The PIPE Investment was
terminated in full as of January 10, 2024. See Note 9 — Subsequent Events.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (DWAC) |
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| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company
The Company is an “emerging growth company,” as defined in
Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other
expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs
in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500,
fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares
transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).
Class A Common Stock Subject to Possible Redemption
As discussed in Note 4, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and
Restated Certificate of Incorporation.
Income Taxes
The Company complies with the accounting and reporting requirements
of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.
Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.
There were no unrecognized tax benefits as of December 31, 2023 or December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.
For the year ended December 31, 2023, the Company recorded $109,217 of penalties and interest expense related to income taxes, which is included in income tax expense. No amount was recorded for the year ended December 31, 2022.
Net Loss Per Share
Net income (loss) per share is computed by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The
calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented.
The following table reflects the calculation of basic and diluted
net income (loss) per share (in dollars, except per share amounts):
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify
as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such
instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at
each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or
conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for
equity treatment in the Company’s financial statements.
Recently Issued Accounting Standards
Management does not believe that any recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain
repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not
its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain
new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given
authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
Any redemption or other repurchase that occurs after December 31,
2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote
or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and
(iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming shareholder, the mechanics of any required payment of the excise tax have not
been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
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INITIAL PUBLIC OFFERING (DWAC) |
12 Months Ended |
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Dec. 31, 2023 | |
| Digital World Acquisition Corp. [Member] | |
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| INITIAL PUBLIC OFFERING |
NOTE 3. INITIAL PUBLIC OFFERING
On September 8, 2021, the Company consummated its Initial Public
Offering of 28,750,000 Units, at $10.00
per Unit, generating gross proceeds of $287,500,000.
Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an
exercise price of $11.50 per share (see Note 8).
As of September 8, 2021, the Company incurred offering costs of $23,566,497, consisting of deferred underwriting commissions of $10,062,500, fair value of the representative shares (as defined in Note 8) of $1,437,500,
fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares
transferred to officers and directors of $221,018, and other offering costs of $4,168,029.
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PRIVATE PLACEMENT (DWAC) |
12 Months Ended |
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Dec. 31, 2023 | |
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| PRIVATE PLACEMENT |
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the
Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $10.00 per Placement Unit (or $11,334,840 in the aggregate). The Sponsor
initially transferred $13,203,590 to the Trust Account on September 8, 2021. The excess proceeds ($1,869,110) over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the
Sponsor.
The proceeds from the sale of the Placement Units were added to the
net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be
transferable, assignable or salable until 30 days after the consummation of the initial business combination except to permitted
transferees and are entitled to registration rights. If the Company does not complete a business combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public
Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the “Placement Warrants”) will expire worthless.
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RELATED PARTY TRANSACTIONS (DWAC) |
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NOTE 7 - OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE AND
PAYABLE
There was no other income – related party sales for the period. The other income – related party in 2021 amounted to $2,123,296 related to a licensing agreement with one of the Stockholders. At the end of fourth quarter 2021, $23,296 was still outstanding. TMTG was assigned net revenue from a series of public appearances by President Trump in accordance with a licensing arrangement. The income was valued on a
dollar-for-dollar basis with the underlying sales. TMTG did not incur any costs in connection with such assigned sales.
In terms of the agreement, these sales were made in the fourth
quarter of 2021 and final payment was made to TMTG, in accordance with the license agreement, in February of 2022. Related party payable is operational funding of $95,518 received from two of the Stockholders during the first quarter of 2021, which was repaid in May of 2022. The operational funding carried no specific repayment terms or interest charges.
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NOTE 5. RELATED PARTY TRANSACTIONS
Class B common stock
During the year ended December 31, 2021, the Company issued an
aggregate of 8,625,000 shares of Class B common stock or Founder Shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On July 2, 2021, the Sponsor transferred 10,000 Founder Shares to its Chief Financial Officer and 7,500 Founder
Shares to each of its independent directors. The Company estimated the fair value of these transferred shares to be $221,000. On
September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common
stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. The number of Founder Shares issued represented 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public
Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). All shares and associated amounts have been retroactively restated to reflect the surrender of these shares.
With certain limited exceptions, the shares of Class B common stock
are not transferable, assignable by the Sponsor until the earlier to occur of: (A) six months after the completion of the Company’s
initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock
exchange or other similar transaction that results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units,
Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination.
Administrative Services Arrangement
An affiliate of the Sponsor has agreed, commencing from the date when
the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including
office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $15,000 per month for these services. The agreement with the Sponsor was terminated on April 5, 2023. $45,000 and $180,000 of expense was recorded for the year ended December 31,
2023 and 2022, respectively. $221,000 and $176,000 was unpaid as of December 31, 2023 and December 31, 2022, respectively.
On April 5, 2023, Company entered into an Administrative Support
Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by
the Company of an initial business combination or the Company’s liquidation. $105,000 and $0 of expense was recorded for the year ended December 31, 2023 and 2022, respectively. There was no unpaid balance as of December 31, 2023.
Related Party Loans
In order to finance transaction costs in connection with an initial
business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required using Digital World Convertible Notes.
In the event that an initial business combination does not close,
the Company may use a portion of proceeds held outside the Trust Account to repay the Digital World Convertible Notes, but no proceeds held in the Trust Account would be used to repay the Digital World Convertible Notes.
In November 2021, the Sponsor committed to provide loans of up to an
aggregate of $1,000,000 to the Company through September 8, 2023, in the form of Digital World Convertible Notes.
On May 12, 2022, the Company entered into an amendment (the
“Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, officers or other initial shareholders named therein (the “Insiders”). Pursuant to
the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make up to $30,000,000 loans against Digital World Convertible Notes with a conversion price of $10 per Working Capital Units.
On September 8, 2022, the Company issued a Digital World Convertible
Note with a conversion price of $10 per Working Capital Units with an aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial business combination from September 8,
2022 to December 8, 2022. As of December 31, 2023 and December 31, 2022, there was $2,875,000 outstanding under this note.
On April 21, 2023, the Company issued two Digital World Convertible Notes (one for $625,700
and the other for $500,000) in the aggregate principal amount of $1,125,700 to the Sponsor to pay costs and expenses in connection with completing an initial business combination. As of December 31, 2023, there were $1,125,700 outstanding in Digital World Convertible Notes with a conversion price of $10 per Working Capital Units (which exceeds the aggregate amount the Sponsor committed to provide).
On June 2, 2023, the Company issued a Digital World Convertible
Note with a conversion price of $10 per Working Capital Units, with an aggregate principal amount of $2,000,000 to Renatus, of which Eric Swider, Chief Executive Officer and Director of the Company, is a founder and partner and another Digital World
Convertible Notes in the aggregate principal amount of $10,000,000 (the “$10 Million Note,” together with the $2 Million Note, the “Renatus Notes”)
to Renatus. As of December 31, 2023, $1,232,000 was outstanding in Digital World Convertible Note to Renatus.
The issuances of the Notes were made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Advances — related parties
During 2022 and the year ended December 31, 2023, the Sponsor paid,
on behalf of the Company, $470,835 to a vendor for costs incurred by the Company and $41,000 directly to the Company. As of December 31, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $41,000 and $425,835, respectively.
During 2022, a Board member paid, on behalf of the Company, $100,000 to a vendor for costs incurred by the Company. As of December 31, 2023 and December 31, 2022, the Company’s obligation to the Board Member
for such payment was $0 and $100,000,
respectively.
Note payable
During 2023, the Company agreed to pay a law firm a fixed amount of $500,000 for services rendered through December 31, 2023. As of December 31, 2023, the $500,000 was earned and payable and included in Note payable on the balance sheet. On November 20, 2023, the law firm was issued $500,000 in a Digital World Convertible Note with a conversion price of $10
per Working Capital Units.
During the fourth quarter of 2023, the Company issued Digital World
Convertible Notes with a conversion price of $10 per Working Capital Units to certain investors, for working capital purposes. As of
December 31, 2023, $1,049,945 was outstanding in Digital World Convertible Notes to certain investors.
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COMMITMENTS AND CONTINGENCIES (DWAC) |
12 Months Ended |
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Dec. 31, 2023 | |
| Legal Entity [Line Items] | |
| COMMITMENTS AND CONTINGENCIES |
NOTE 11 - COMMITMENTS AND CONTINGENCIES
In August 2022, TMTG irrevocably terminated all agreements with one
of its vendors due to a material breach by the vendor, and TMTG reserved numerous affirmative claims against the vendor. TMTG determined during the third quarter of 2022 that payment of existing invoices, future invoices, or litigation expenses
is “not probable.”
Therefore, TMTG has not accrued for a related loss contingency. The total amount of liability of $1.7
million was reversed during the third quarter of 2022. TMTG further reversed $0.5 million of additional liabilities during the third
quarter of 2022 related to vendors who relied on erroneous interpretation of supply contracts.
Based on current known facts and circumstances, the Company currently
believes that any liabilities ultimately resulting from ordinary course claims and proceedings will not individually or in aggregate, have a material adverse effect on the Company's financial position, results of operations or cash flows.
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| Digital World Acquisition Corp. [Member] | |
| Legal Entity [Line Items] | |
| COMMITMENTS AND CONTINGENCIES |
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the Founder Shares, the holders of representative
shares as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the
effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three
demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding
anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy- back” registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.
Notwithstanding anything to the contrary, under FINRA Rule 5110, the
underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the
underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering.
Underwriting Agreement
The underwriters purchased the 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.
The underwriters are entitled to a cash underwriting discount of: (i)
one point twenty-five percent (1.25%) of the gross proceeds of the Initial Public Offering, or $3,593,750, with the underwriters’ over-allotment having been exercised in full; (ii) zero point five percent (0.50%) of the total number of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock. In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $10,062,500 upon closing of the Business Combination. The deferred underwriting commissions will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to
the terms of the underwriting agreement.
Right of First Refusal
Subject to certain conditions, the Company granted the underwriter,
for a period of 24 months after the date of the consummation of the Business Combination, a right of first refusal to act as sole
book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of its successors or
subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement.
Agreement with law firm
During 2023, the Company agreed to pay a law firm the greater of $8 million or 130% of the actual fees
incurred if the Company completes the Business Combination. Such fees are subject to a downward adjustment in the event the Business Combination is not consummated. Fees and expenses incurred for the year ended December 31, 2023 related to the
law firm were $5.1 million. No
fees and expenses were incurred for the year ended December 31, 2022.
Legal Matters
Except as indicated below, to the knowledge of the Company’s
management team, there is no litigation currently pending or contemplated against the Company, or against any of its property.
The Company is cooperating with a FINRA inquiry concerning events
(specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules
or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.
Settlement in Principle
As previously disclosed in the Company’s Form 8-K filed with the SEC
on July 3, 2023, the Company was the subject of an investigation (the “Investigation”) by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 (the
“Form S-1”) in connection with its IPO and Form S-4 relating to the business combination between the Company and TMTG.
On July 3, 2023, the Company reached an agreement in principle (the
“Settlement in Principle”) in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC.
On July 20, 2023, the SEC approved the Settlement in Principle,
announcing settled charges against Digital World and entered a cease-and-desist order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s
IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed
(i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the
proposed business combination and (ii) to pay a civil money penalty in an amount of $18 million to the SEC promptly after the closing
of any merger or a comparable business combination or transaction, whether with TMTG or any other entity. The Company recorded an expense related to this matter of $18 million for the year ended December 31, 2023.
Directors’ and Officers’ Insurance Policy
The coverage under the D&O policy is $2.5 million in excess of a $5.0
million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Based on actual payments made to third parties
under the D&O policy, the Company has reduced its liabilities at December 31, 2023 by $1.1 million.
The Company is subject to litigation, disputes and claims in the
normal course of its business. Except as noted above, the Company is not aware of any matters which could be material to the financial statements.
Notice of delisting
On May 23, 2023, the Company received a notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023 (the “Q1 Form 10-Q”) with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC.
Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to
Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq had determined to grant an exception to enable the Company to regain compliance with the Rule and required the
Company to file its amended Annual Report on Form 10-K for the year ended December 31, 2022 and its Q1 Form 10-Q, as required by the Rule, on or before November 20, 2023. On October 30, 2023, the Company filed its amended Annual Report on
Form 10-K. On November 13, 2023, the Company filed its Q1 Form 10-Q.
On August 24, 2023, the Company announced that it received an
expected letter from Nasdaq stating that the Company was not in compliance with the Rule because it had not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC. The
Company submitted to Nasdaq an updated compliance plan which required the Company to file its Second Quarter Form 10-Q by November 20, 2023. On November 13, 2023, the Company filed its Second Quarter Form 10-Q.
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STOCKHOLDERS' DEFICIT (DWAC) |
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NOTE 10 - STOCKHOLDERS’ EQUITY
At inception, the total number of shares of all classes of capital
stock that the Company was authorized to issue was 11,000 shares of Company Stock, each having a par value of $0.000001, of which 10,000 shares
were issued and outstanding, and an additional 1,000 shares were authorized for issuance in connection with the Company’s Equity
Incentive Plan.
In October 2021, the total number of shares of Common Stock
authorized was increased to 110,000,000, each having a par value of $0.000001. Each share of the Company’s Common Stock, automatically and without any action on the part of the Company or any respective holders thereof, was reclassified into
ten thousand (10,000) shares of the Company’s Common Stock, $0.000001 par value per share, resulting in 110,000,000
shares authorized, of which 100,000,000 shares were issued and outstanding, and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.
In January 2022, the total number of shares of the Company’s Common
Stock authorized was increased to 120,000,000, each having a par value of $0.000001, of which 100,000,000 shares were issued and
outstanding, and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.
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NOTE 7. STOCKHOLDERS’ DEFICIT
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At December 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one
vote for each share. On September 8, 2021, the Company issued 143,750 shares of Class A common stock (“representative shares”) to the underwriter. The Company accounts for the representative shares as an
expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $1,437,500.
At December 31, 2023 and December 31, 2022, there were 28,715,597 and 28,750,000 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of
permanent equity. At December 31, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in
stockholders’ deficit.
Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for
each share. On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation
for no consideration. At December 31, 2023 and December 31, 2022, there were 7,158,025 and 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers. The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and
institutional buyers represent 20% of the issued and outstanding shares after the Initial Public Offering (assuming those initial
stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to certain adjustments.
Warrants — The warrants will become exercisable 30 days after the consummation of a Business Combination. The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A common stock
pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is
then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common
stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
Once the warrants become exercisable, the Company may redeem the
warrants:
If the Company calls the warrants for redemption, management will
have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the
warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of
Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account,
holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the
warrants may expire worthless.
In addition, if (x) the Company issues additional shares of Class A
common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a
Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and
the Newly Issued Price.
The Private Warrants, as well as any warrants underlying additional
units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants and may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business
Combination and will be entitled to registration rights.
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NOTE 6 - INCOME TAXES
The following reconciles the total income tax benefit, based on the
U.S. Federal statutory income tax rate of 21% for the twelve month period ended December 31, 2023, with TMTG’s recognized income tax
expense:
The tax effects of temporary differences that give rise to deferred
tax assets and deferred tax liabilities as of December 31, 2023 are as follows:
As of December 31, 2023, TMTG had US Federal net operating loss
carryforwards (“NOLs”) with a tax benefit of $9,474,744 (December 31, 2022: $4,478,110).
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NOTE 8. TAXES
The Company’s net deferred tax assets are as follows:
Below is breakdown of the income tax provision.
As of December 31, 2023 and 2022, the Company had $0 of U.S. federal and state operating loss carryovers.
In assessing the realization of the deferred tax assets, management
considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the
periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making
this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation
allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $8,088,176 and $4,695,494, respectively.
A reconciliation of the federal income tax rate to the Company’s
effective tax rate is as follows:
The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to the change in the valuation allowance. The Company files income tax returns in the
U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state
tax jurisdiction.
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SUBSEQUENT EVENTS (DWAC) |
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NOTE 12 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31,
2023, up to the date the Company issued the financial statements.
On January 7, 2024, TMTG’s majority shareholder approved an amended
certificate of incorporation that, when filed on January 26, 2024, increased TMTG’s authorized shares to 1,000,000,000.
On January 18, 2024, DWAC received a letter from a TMTG minority
shareholder that contained certain assertions regarding: (i) board appointments with respect to TMTG; (ii) consent rights with respect to TMTG’s issuance of additional shares and classes of securities; and (iii) certain expenses.
On January 22, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a third amendment to its registration statement on form S-4, which included disclosures regarding the January 18 letter.
TMTG and a new lender executed a promissory note (with a face value
of $1,000,000) dated January 22, 2024.
On January 22, 2024, TMTG received a books and records inspection
request from another TMTG minority shareholder, purportedly pursuant to Section 220 of the Delaware General Corporation Law, to which TMTG responded via counsel on January 29, 2024. TMTG received several subsequent communications from the same
minority shareholder.
Effective February 2, 2024, TMTG entered into a Second Amended &
Restated License Agreement with President Trump.
Effective February 2, 2024, TMTG entered into three amended and
restated convertible promissory notes with one of its noteholders; the amendments clarified certain conversion mechanics and confirmed the application of an MFN clause to one of the notes.
On February 9, 2024, TMTG and DWAC received letters from the TMTG
minority shareholder that had previously sent a letter to DWAC on January 18.
Effective February 12, 2024, TMTG and DWAC entered into a Retention
Bonus Agreement pertaining to post-merger payments to employees and other personnel affiliated with TMTG.
On February 12, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a fourth amendment to its registration statement on form S-4, which included disclosures regarding the aforementioned communications from TMTG minority shareholders.
On February 14, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC fifth and sixth amendments to its registration statement on form S-4, after which DWAC received from SEC a notice indicating that the S-4 was effective as of 5:30pm on that same date.
On February 16, 2024, DWAC filed with the SEC a proxy
statement/prospectus scheduling a shareholder meeting (to vote on approving DWAC’s proposed merger with TMTG, among other matters) for March 22, 2024.
On February 16, 2024 and March 20, 2024, TMTG received a letter from
the minority shareholder that had previously sent a letter to TMTG on February 9, and to DWAC on January 18 and February 9, purporting to appoint two
individuals to TMTG’s board.
Effective February 21, 2024, TMTG entered into an amended and
restated convertible promissory note with one of its noteholders; the amendment revised certain economic terms of the noteholder’s loans, extended the maturity date thereof, and increased by the cumulative principal by $1,205,000.
On February 27, 2024, TMTG and DWAC sued DWAC’s sponsor and the
sponsor’s principal (who is also DWAC’s former CEO) in Florida state court.
On February 28, 2024, the TMTG minority shareholder that had
previously sent letters to TMTG on February 9 and February 16 sued TMTG in Delaware state court, seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of TMTG stock, and contemporaneously filed a motion
to expedite proceedings. On or about March 4, the minority shareholder amended its complaint to add each of TMTG’s board members as defendants. On March 9, during a hearing on the motion to expedite proceedings, the parties and the judge agreed
that TMTG would place into escrow any additional TMTG shares, other than shares issuable to TMTG’s convertible noteholders, issued by TMTG prior to the closing of TMTG’s proposed merger with DWAC. The court issued a written order consistent
with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. TMTG management believes that this litigation is not likely to result in the award of financial damages to the minority shareholder, and will not have a
direct financial impact on TMTG other than potential ongoing legal fees for the duration of this matter.
On or about February 28, 2024, DWAC’s sponsor sued DWAC in Delaware
state court. On March 5, the judge denied in part the sponsor’s motion to expedite proceedings and stated that the court will not hold a merits or injunction hearing before the March 22 DWAC shareholder vote. With respect to the conversion of 7,158,025 shares of DWAC class B common stock into DWAC class A common stock in connection with the closing of the merger, DWAC has agreed to place
into escrow a number of shares representing the difference between the conversion ratio determined by the DWAC board (1.348) and 2.00, i.e., 4,667,033 shares. TMTG
management believes that this matter will not have a financial impact on TMTG other than potential legal fees following the closing of TMTG’s proposed merger with DWAC.
Effective March 3 and 5, 2024, and in anticipation of the scheduled
closing of TMTG’s merger with DWAC, several noteholders agreed with TMTG to amend their respective convertible notes by revising certain economic terms and extending the maturity date thereof.
Effective March 7, 12, and 13, 2024, TMTG entered into multiple
convertible promissory notes, including with several of its officers in accordance with the disclosures contained in DWAC’s registration and proxy statements.
On March 22, 2024, DWAC shareholders approved DWAC’s merger with TMTG
(and related proposals), and NASDAQ approved the listing of the post-merger entity.
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| SUBSEQUENT EVENTS |
NOTE 9. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31,
2023. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below.
PIPE terminations
As of February 8, 2024, all PIPE commitments had been terminated.
Institutional investors convertible notes and warrants
February 6, 2024
The Company issued six promissory notes to certain accredited investors for a total aggregate principal amount of up to $770,000. The proceeds of the Notes will be used to pay costs and expenses in connection with completing the Business Combination
Each of the notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the
Company is effective. At the election of the holder and upon the approval of the Company’s stockholders, up to the full amounts payable under the notes may be converted into units of the Company at any time on or prior to the applicable
maturity date of the notes. The total conversion units so issued shall be equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price, rounded up to the nearest whole number of
conversion units.
February 8, 2024
Pursuant to a note purchase agreement entered into by and between
Digital World and certain institutional investors on February 8, 2024 (the “Note Purchase Agreement”), Digital World agreed to issue up to $50,000,000
in convertible promissory notes (the “Convertible Notes”). The Convertible Notes:
In addition, pursuant to warrant subscription agreements (each a
“Warrant Subscription Agreement”) entered into by and between Digital World and certain institutional investors on February 7, 2024, Digital World has agreed to issue an aggregate of 3,050,000 warrants (“Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of Digital World Class A common stock for $11.50
per share. The Post-IPO Warrants are expected to be issued concurrently with the closing of the Business Combination, and when and if issued, shall have substantially the same terms as the public warrants issued by Digital World in connection
with its initial public offering, except that such Post-IPO Warrants may only be transferred to the applicable holder’s affiliates.
Board of Directors and officers convertible notes
On January 22, 2024 the Company issued 9,651,250 of convertible notes to the Board of Directors and officers as compensation for services through the closing of the business combination.
Principal, Interest and Maturity Date
Each Promissory Note has an interest rate of 0%.
Each Promissory Note will be payable by the Company on the date on
which the Company consummates its initial business combination, subject to the holder’s continued service with the Company through the closing of the initial business combination. Repayment of the principal amount of the Promissory Note (as
well as any delivery of shares of our Class A common stock if the holder elects to covert the Promissory Note) will also be subject to any withholding taxes and deductions required by applicable laws, as determined by the Company.
Conversion and Payment
At the holder’s option, and subject to the terms and conditions set
forth herein, at any time prior to the Maturity Date, the holder may elect to convert all or a portion of the unpaid principal balance into shares of
Class A common stock of the Company (the “Conversion Shares”), with such conversion
effective as of the closing of the Business Combination. The Conversion rate is $10/share. The entire portion of the principal amount
of the Promissory Note not converted to Conversion Shares will be paid in cash to the holder at the closing of the Business Combination, subject to any applicable tax withholdings.
The Conversion Shares will not be issued upon conversion of a
Promissory Note unless such issuance and such conversion comply with all applicable provisions of law, including, but not limited to, the Securities Act and the applicable rules and regulations of The Nasdaq Stock Market and to the extent
required by the Securities Act and the rules thereunder, delivery of the Conversion Shares will not occur until we have an effective registration statement on file with the Securities and Exchange Commission that covers the issuance of the
Conversion Shares.
Legal Matters
Section 16 Claim
On October 20, 2023, Plaintiff Robert Lowinger filed a complaint
against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and Digital World in the U.S. District Court for the Southern District of New York. According to the complaint, Digital World has been named as a party in the
lawsuit because the Plaintiff is seeking relief for the benefit of Digital World. In the complaint, the Mr. Lowinger contends that, in 2021, Mr. Garelick and Rocket One were directors of Digital World and that they purchased securities of
Digital World. Mr. Lowinger further alleges that within a six-month period from the date of their purchases, both Mr. Garelick and
Rocket One sold securities in Digital World and realized profits from those sales. Additionally, Mr. Lowinger alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One’s purchases and sales of Digital World’s
securities. According to Mr. Lowinger, under Section 16(b) of the Exchange Act (15 U.S.C. §78p(b)), Rocket One, Mr. Shvartsman, and Mr. Garelick are each required to disgorge certain trading profits to Digital World. On March 1, 2024, Digital
World filed a motion to dismiss the claims against Digital World. On March 15, 2024, Mr. Lowinger filed an opposition to Digital World’s motion to dismiss. On March 22, 2024, Digital World filed a reply in support of its motion to dismiss. At
this time, we express no opinion as to the likely outcome of this matter.
TMTG Related Potential Dispute
On July 30, 2021, an attorney for the Trump Organization, on behalf
of President Trump, declared void ab initio a services agreement that had granted TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes of commercializing the various TMTG
initiatives. Neither TMTG nor Digital World was a party to such agreement.
On January 18, 2024, Digital World received a letter on behalf of a
party to the services agreement. The letter contained certain assertions regarding: (i) board appointments with respect to TMTG; (ii) consent rights with respect to TMTG’s issuance of additional shares and classes of securities; and (iii)
certain expenses. As support of such assertions, the letter enclosed a copy of the services agreement that had been declared void nearly two and a half years previously. Digital World will share the letter with the appropriate parties for
further evaluation, and, as applicable following such evaluation, update the disclosures.
United Atlantic Ventures
On each of January 18, 2024 and February 9, 2024, Digital World
received letters from counsel to UAV, a party to a services agreement (the “Services Agreement”). The letters contained certain assertions and enclosed a copy of the Services Agreement that had been
declared void by an attorney of President Donald J. Trump nearly two and a half years prior. Specifically, counsel for UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., Public TMTG’s Board), (2) approve or disapprove of the creation of additional TMTG shares or share classes and anti-dilution protection for future issuances and (3) a $1.0 million expense reimbursement claim. In addition, UAV asserts that the Services Agreement is not void ab
initio and claims that certain events following the July 30, 2021 notification support its assertion that such Services Agreement was not void.
On February 6, 2024, a representative of UAV sent a text message to a
representative of a noteholder of TMTG suggesting that UAV might seek to enjoin the Business Combination.
On February 9, 2024, TMTG received from counsel to UAV a letter
similar to those received by Digital World, which also threatened TMTG with legal action regarding UAV’s alleged rights in TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.
TMTG has informed Digital World that it strongly disagrees with UAV’s
assertion to any rights with respect to TMTG under the Services Agreement and that it believes TMTG has valid defenses to the potential claims by UAV.
Related Party Loans
On March 18, 2024, the Company drew down $625,000 under the Renatus Notes.
TMTG has further informed Digital World that the capitalization of
TMTG is based on TMTG’s corporate documents, including a resolution dated October 13, 2021 (the “TMTG Issuance Resolution”) and not the Services Agreement.
On February 28, 2024, United Atlantic Ventures, LLC (“UAV”) filed a
verified complaint against TMTG in the Court of Chancery of the State of Delaware (the “Court”) seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of stock in TMTG, which was amended on March 4, 2024
to add TMTG’s directors as defendants. In addition to its complaint filed on February 28, 2024, UAV also filed a motion to expedite proceedings with the Court. On March 6, 2024, TMTG filed an opposition to UAV’s motion to expedite, and UAV
filed its response on March 8, 2024.
On March 9, 2024, the Court held a hearing to decide UAV’s motion to
expedite proceedings. During the oral argument by the parties, TMTG advised the Court that it would agree that any additional shares of TMTG issued by TMTG prior to or upon the consummation of the Business Combination (other than any shares
issued to satisfy obligations pursuant to TMTG convertible notes) would be placed in escrow pending a resolution of the dispute between the parties. Vice Chancellor Sam Glasscock acknowledged that if any claims remained after the stockholder
vote scheduled to take place on March 22, 2024, on the proposed Business Combination (the “Stockholder Vote”), the Court would address those issues expeditiously. However, the Court advised that it would not be blocking the Stockholder Vote,
which will proceed as currently scheduled. The Court further noted that the parties would contact the Court following the Stockholder Vote.
Vice Chancellor Glasscock directed TMTG and UAV to submit a proposed
stipulated escrow order by close of business on Wednesday, March 13, 2024.
Bradford Cohen
On January 22, 2024, TMTG received a letter from a counsel to
Mr. Cohen, who purportedly represented President Donald J. Trump in connection with the Services Agreement, but was not a party thereto. The letter sought to inspect TMTG’s books and records pursuant to Delaware and Florida law and requested
that TMTG preserve records for the last three years. TMTG responded via counsel on January 29, 2024. Since January 22, 2024, Mr. Cohen has reached out to TMTG on several occasions. Mr. Cohen asserts that the Services Agreement, declared void by
Mr. Cohen’s ostensible client on July 30, 2021, confers certain rights upon Mr. Cohen with respect to the capitalization of TMTG. As the potential claims described above were recently asserted, and the potential disputes arising therefrom are
in their early stages, neither TMTG nor Digital Word is able to assess the impact of such claims on their respective businesses and stockholders, or those of the Public TMTG. As a general matter, the defense of such potential claims may be
costly and time consuming and could have a material adverse effect on the Company’s reputation and its existing stockholders.
Patrick Orlando
On February 27, 2024, Digital World and TMTG filed a lawsuit,
captioned Digital World Acquisition Corp. v. ARC Global Investments II, LLC (Case No. 192862534), in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida. The lawsuit
seeks (i) a declaratory judgment that the appropriate conversion ratio is 1.34:1, as previously disclosed in this annual report,
(ii) damages for tortious interference with the contractual and business relationship between TMTG and Digital World, (iii) damages for conspiracy with unnamed co-conspirators to tortuously interfere with the contractual and business
relationship between TMTG and Digital World, (iv) damages to TMTG as a result of (a) the breach of fiduciary duty by Mr. Orlando, which exposed Digital World to regulatory liability through the practice of targeting and resulted in an $18 million
dollar penalty to Digital World and significant reputational harm and (b)
Mr. Orlando’s continuous obstruction of Digital World’s merger with TMTG to extort various concessions that only benefit him and harm Digital World and its shareholders; and (v) damages for wrongfully asserted dominion over Digital World’s
assets inconsistent with Digital World’s possessory rights over those assets. The complaint alleges impending violation of the Digital World Charter for failure to commit to issue the number of conversion shares to the Sponsor that the Sponsor
claims it is owed upon the consummation of the Business Combination. The complaint claims a new conversion ratio of 1.78:1. Digital
World believes the difference between Digital World’s calculation of the previously disclosed conversion ratio of 1.34:1 and the
Sponsor’s now claimed ratio of 1.78:1 results from the Sponsor improperly taking into account in its calculation currently
outstanding derivative securities of Digital World neither issued in connection with the closing of the Business Combination nor in a financing transaction in connection with the Business Combination, as well as securities issuable to TMTG in
the Business Combination, in each case, contrary to the terms of the Digital World Charter with respect to issuances requiring an adjustment to the conversion ratio applicable to the Class B common stock (collectively, the “Excluded
Securities”). The lawsuit filed by the Sponsor seeks: (i) specific performance and damages for alleged breach of the Digital World Charter, (ii) a declaratory judgment that the Excluded Securities should be included in the calculation of the
conversion ratio, (iii) a finding that the directors of Digital World breached their fiduciary duties, and (iv) a preliminary injunction to enjoin the Business Combination until Digital World “corrects” the conversion ratio.
Digital World does not believe the Sponsor’s 1.78:1 conversion ratio and related claims are supported by the terms of the Digital World Charter. As a result, Digital World intends to vigorously
defend its claims. In the event Digital World is unable to resolve the ongoing disputes with Mr. Orlando and the Sponsor, the resultant delay could introduce material risk to the Business Combination and could result in additional expenses,
management diversion, and other related costs that could have a material adverse effect on the trading price of Digital World’s common stock.
On February 29, 2024, ARC Global Investments II, LLC (“ARC”), Digital
World’s sponsor, which is controlled by Mr. Patrick Orlando, Digital World’s former chairman of the board of directors (the “Board”) and chief executive officer and a current member of the Board, filed a lawsuit, captioned ARC Global Investments II, LLC v. Digital World Acquisition Corp., Eric Swider, Frank J. Andrews, Edward J. Preble and Jeffery A. Smith (the “Delaware Lawsuit”), in
the Court of Chancery of the State of Delaware (the “Chancery Court”). ARC’s complaint alleges impending violation of the Digital World Charter for failure to commit to issue the number of conversion shares to ARC that ARC claims it is owed
upon the consummation of the Business Combination. The complaint claims entitlement to a conversion ratio of 1.78:1.
In addition to its complaint filed on February 29, 2024, ARC also
filed a motion with the Chancery Court requesting that the case schedule be expedited to enable the Chancery Court to conduct an injunction hearing prior to the March 22, 2024 shareholder vote. On March 3, 2024, Digital World filed an
opposition to ARC’s motion to expedite, and ARC filed a reply on March 4, 2024.
On March 5, 2024, the Chancery Court held a hearing to decide ARC’s
motion to expedite the case schedule, which was argued on Digital World’s behalf by Paul Hastings LLP partner, Brad Bondi. Following oral argument by the parties, the Vice Chancellor ruled that ARC’s motion was denied “insofar as the court will
not hold a merits or injunction hearing before March 22, 2024.” The Chancery Court ruled that Digital World’s proposal to place disputed shares into an escrow account upon the closing of the Business Combination was sufficient to preclude a
possibility of irreparable harm related to the conversion of ARC’s shares. Additionally, the Chancery Court ruled that Digital World’s public disclosures regarding the nature of ARC’s claims and possible conversion scenarios at the closing of
the Business Combination further precluded a possibility of irreparable harm related to inadequate disclosure for purposes of the March 22, 2024 vote.
In issuing its ruling, the Chancery Court ruled that by March 8,
2024, ARC and Digital World must confer and propose a schedule by which the Chancery Court may resolve the action within 150 days
following the Business Combination. The Chancery Court also further ordered the parties to provide the court with a stipulation by March 8, 2024 regarding ARC’s ability to maintain standing over its claim following its vote in favor of the
Business Combination. Additionally, the Chancery Court requested that the parties stipulate to the establishment of an escrow account for the placement of disputed shares following the Business Combination, to
be held pending conclusion of the action. Finally, the Chancery Court requested that
counsel for Digital World submit a letter to the Chancery Court by March 8, 2024 “addressing how this litigation will proceed alongside the Florida litigation” filed by Digital World on February 27, 2024 in the Circuit Court of Sarasota County,
Florida.
On March 5, 2024, in connection with the lawsuit captioned ARC Global Investments II, LLC v. Digital World Acquisition Corp., Eric Swider, Frank J. Andrews, Edward J. Preble and Jeffery A. Smith (the “Delaware Lawsuit”), the Court of Chancery of the State of
Delaware (the “Chancery Court”) denied ARC Global Investments II, LLC’s, Digital World’s sponsor, request to delay the vote on the Business Combination to judicially determine the disputed conversion ratio of shares of Class B common stock to
shares of Class A common stock in connection with the Business Combination and the special meeting of stockholders to vote on the Business Combination is expected to proceed as currently scheduled on March 22, 2024. In addition, the Chancery
Court requested that the parties stipulate to the establishment of an escrow account into which disputed shares would be deposited following the Business Combination and held pending the conclusion of the Delaware Lawsuit.
In connection with the Delaware Lawsuit, the Company informs its
shareholders that it intends to apply a conversion ratio to all shares of Class B common stock such that ARC and the other Class B shareholders (the “Non-ARC Class B Shareholders”) would receive the same number of shares of common stock in the
post- Business Combination company per Class B share. As such, upon the closing of the Business Combination and pending the Chancery Court’s ruling in, or a resolution by the parties of, the Delaware Lawsuit, the Company intends to issue into a
separate escrow account shares of common stock in the post-Business Combination company to satisfy an increase in the conversion ratio with respect to the shares of Class B common stock previously held by the Non-ARC Class B Shareholders. As
such, the shares to be deposited in escrow for the benefit of the Non-ARC Class B Shareholders will reflect the difference between the actual conversion ratio, determined by the Company’s board of directors upon closing of the Business
Combination, and a conversion ratio of 2.00.
On March 19, 2024, Digital World filed a lawsuit against ARC in New
York state court alleging breach of contract and seeking injunctive relief. Digital World’s claims relate to an agreement between Digital World and ARC entered into in September 2021 (the “Letter Agreement”), whereby ARC promised to vote in
favor of any merger agreement presented to Digital World’s shareholders for a vote. Digital World alleges that it has presented a merger agreement to its shareholders, but ARC has withheld its vote in favor of the merger, with the shareholder
vote scheduled for March 22, 2024. Digital World’s suit seeks declaring ARC’s obligation to vote its shares in favor of the merger, per the Letter Agreement, and an order compelling ARC to specifically perform its obligations under the Letter
Agreement. Digital World also seeks an award of consequential damages for breach of contract. No responsive pleadings have been filed. At this early juncture, we express no opinion as to the likely outcome of this matter.
As previously disclosed, Digital World Acquisition Corp., a Delaware
corporation (“Digital World”), DWAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), ARC Global Investments II, LLC, a Delaware limited liability company (“ARC”),
in the capacity as the representative of the stockholders of Digital World (which has been replaced and succeeded by RejuveTotal LLC, a New Mexico limited liability company effective as of March 14, 2024), and TMTG’s General Counsel in his
capacity as the representative of the stockholders of TMTG, entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment
to Agreement and Plan of Merger, dated August 9, 2023, and the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, the “Merger Agreement”), pursuant to which, among other transactions, on March 25, 2024 (the “Closing
Date”), Merger Sub merged with and into TMTG, with TMTG continuing as the surviving corporation and as a wholly owned subsidiary of Digital World (the “Business Combination”). In connection with the closing of the Business Combination, Digital
World changed its name to “Trump Media & Technology Group Corp.” (sometimes referred to herein as “Public TMTG”) and TMTG changed its name to TMTG Sub Inc.
On March 22, 2024, Digital World held a special meeting of its
stockholders (the “Special Meeting”) in connection with the Business Combination. At the Special Meeting, Digital World stockholders voted to approve
the Business Combination with TMTG and related proposals. Prior to the Special
Meeting, holders of a total of 4,939 shares of Digital World Class A common stock, par value $0.0001, had validly elected to redeem their Digital World Class A common stock for cash at a price of approximately $10.92 per share in connection with the Special Meeting.
Unless the context otherwise requires, “we,” “us,” “our” and the
“Company” refer to Digital World and its consolidated subsidiaries prior to the Closing Date and Public TMTG and its consolidated subsidiaries following the Closing Date. All references herein to the “Board” refer to the board of directors of
Digital World or Public TMTG, as applicable. Terms used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive final prospectus and
definitive proxy statement, dated February 16, 2024 and as amended and supplemented pursuant to Rule 425 under the Securities Act (the “Proxy Statement/Prospectus”) and such definitions are incorporated herein by reference.
As a result of, and in connection with, the Closing, among other
things, (i) the second amendment and restatement to the amended and restated certificate of incorporation of Digital World (the “Amended Charter”) redesignated the outstanding shares of Class A common stock, par value $0.0001 per share, of Digital World (“Digital World Class A Common Stock”), as common stock, par value $0.0001 per share, of Trump Media & Technology Group Corp. (the “Public TMTG Common Stock”); (ii) Public TMTG redesignated the warrants underlying the Public Units as
Trump Media & Technology Group Corp. Redeemable Warrants, each whole warrant exercisable for one share of Public TMTG Common
Stock at an exercise price of $11.50 (“Public TMTG Warrants”); (iii) Public TMTG separated each unit of Digital World outstanding
prior to the Closing into one share of Public TMTG Common Stock and one-half of one Public TMTG Warrant, with any fractional warrants to be issued in connection with such separation to be rounded down to the nearest whole warrant, and each
whole warrant exercisable for one share of Public TMTG Common Stock at an exercise price of $11.50 per share; (iv) Public TMTG separated the Placement Units into one share of Public TMTG Common Stock and one-half of one Public TMTG Warrant, with any fractional
warrants to be issued in connection with such separation to be rounded down to the nearest whole warrant, and each whole warrant exercisable for one
share of Public TMTG Common Stock at an exercise price of $11.50 per share; and (v) the Amended Charter reclassified and converted
each outstanding share of Class B common stock, par value $0.0001 per share, of Digital World (“Digital World Class B Common Stock”) into shares of Public TMTG Common Stock. Each share of Digital World Class B Common Stock was converted into 1.348 shares of Public TMTG Common Stock. In addition and as previously disclosed by Digital World, in connection with the lawsuit captioned ARC Global Investments II, LLC v. Digital World Acquisition Corp., Eric Swider, Frank J. Andrews, Edward J. Preble and Jeffery A. Smith (the “Delaware Lawsuit”), which was filed by ARC on February 29, 2024,
in the Court of Chancery of the State of Delaware (the “Chancery Court”), Digital World agreed to the establishment of an escrow account for the placement of disputed shares following the Business Combination. As such, the conversion ratio of
the Digital World Class B Common Stock may increase and result in the issuance of additional shares of Public TMTG Common Stock.
Furthermore, as a result of, and in connection with the Closing, (i)
immediately prior to the Effective Time the TMTG Convertible Notes were converted into TMTG Common Stock and all of the outstanding TMTG Common Stock that was issued upon such conversion was automatically cancelled and ceased to exist;
(ii) Digital World issued an aggregate of 3,424,510 Public TMTG private warrants and 1,709,145 shares of Public TMTG Common Stock to holders to Digital World Convertible Notes; (iii) Public TMTG issued an aggregate of 95,354,534 shares of Public TMTG Common Stock to TMTG securityholders as of immediately prior to the Effective Time (which amount includes (x) 7,854,534 shares of Public TMTG Common Stock to the former holders of the TMTG Convertible Notes and (y) 614,640 shares of Public TMTG Common Stock deposited into escrow pursuant to indemnification provisions under the Merger Agreement); and (iv) 4,667,033 shares of Public TMTG Common Stock were issued to Odyssey Transfer and Trust Company, a Minnesota corporation, as escrow agent (the
“Escrow Agent”) pursuant to the Disputed Shares Escrow Agreements (as defined below).
Immediately after giving effect to the Business Combination, there
were 136,700,583 issued and outstanding shares of Public TMTG Common Stock, which includes common stock held by Digital World
stockholders, ARC, former TMTG stockholders, shares issued upon conversion of TMTG Convertible Notes and shares issued
upon conversion of Digital World Convertible Notes, but does not include the
underlying shares of Public TMTG Common Stock that may be issued upon conversion of the Digital World Alternative Financing Notes, Post-IPO Warrants or the Public Warrants, shares held pursuant to the Disputed Shares Escrow Agreements or any
awards that may be issued under the Equity Incentive Plan.
Additionally, Digital World instructed Odyssey Transfer and Trust
Company, a Minnesota corporation, acting in its capacity as transfer agent (the “Transfer Agent”) to reserve up to (i) 46,250,000
shares of Public TMTG Common Stock in connection with future issuances resulting from the underlying shares of Public TMTG Common Stock that may be issued upon conversion of the Digital World Alternative Financing Notes, and (ii) 3,125,000 private warrants issuable in connection with the Digital World Alternative Financing Notes.
Finally, also on March 25, 2024, immediately following the
consummation of the Business Combination, as disclosed by Digital World on February 8, 2024, the final drawdown for $40,000,000 (the
“Final Drawdown”) in convertible promissory notes (the “Convertible Notes”) was issued to those certain institutional investors (“Accredited Investors”), pursuant to the note purchase agreement entered into by and between Digital World and the
Accredited Investors on February 8, 2024 (the “Note Purchase Agreement”). The Final Drawdown was deposited into a control account and may only be released to Public TMTG pursuant to the terms of the Note Purchase Agreement and the Convertible
Notes.
As of the Closing Date, (i) President Donald J. Trump beneficially
held approximately 57.3% of the outstanding shares of Public TMTG Common Stock and (ii) the public stockholders of Public TMTG held
approximately 21.9% of the outstanding shares of Public TMTG Common Stock.
On March 26, 2024, the Company closed the merger with TMTG.
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Details
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DESCRIPTION OF BUSINESS |
12 Months Ended |
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Dec. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| DESCRIPTION OF BUSINESS |
NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying financial statements include the historical accounts
of Trump Media & Technology Group Corp. (“TMTG”), which changed its name from Trump Media Group Corp. in October 2021. 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.
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- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
12 Months Ended | ||||||||||||||||||||||||
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||
| SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying financial statements are presented in conformity
with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Liquidity and going concern
TMTG commenced operations on February 8, 2021 and began the initial
launch of its social media platform in the first quarter of 2022. The business used cash from operations of $37,732,000 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460,000 of proceeds from the issuance of convertible promissory
notes (net of repayments). The term of these notes range between 18 and 36 months; however, each has an accelerated retirement feature in the event of default by the Company. Interest will be accrued between 5% and 10% annually based on the simple interest method (365
days per year).
In October of 2021, TMTG entered into a definitive merger agreement
with a special purpose acquisition corporation (SPAC), Digital World Acquisition Corp. (DWAC, or Digital World), a Delaware corporation. The companies expect to consummate the merger in the coming quarters, combining TMTG’s operations with
DWAC’s balance sheet (i.e. cash in trust net of redemptions and fees). The parties to the agreement intend to effect the merger of DWAC and its subsidiaries with and into TMTG, with TMTG continuing as the surviving entity. As a result of which,
all of the issued and outstanding capital stock of TMTG shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each of TMTG’s stockholders to receive its pro rata share of the
stockholder merger consideration subject to the conditions set forth in the merger agreement and in accordance with the applicable provisions of the Delaware General Corporation Law. The agreement was amended on May 11, 2022; August 9, 2023;
and September 29, 2023.
On May 16, 2022, in furtherance of TMTG and DWAC’s proposed merger,
DWAC filed with the SEC a registration statement on form S-4.
As publicly disclosed by DWAC in an 8-K filing, “on June 27, 2022,
TMTG received a subpoena from the SEC seeking documents relating to, among other things, Digital World and other potential counterparties for a business transaction involving TMTG. Digital World has also been informed that on December 30, 2022,
TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to Digital World and its directors. Certain current and former
TMTG personnel have also received individual grand jury subpoenas.” As publicly disclosed by TMTG in a press release, “TMTG has cooperated fully with inquiries into our planned merger and … complied with subpoenas we've received, none of which
were directed at the company's Chairman or CEO.” As detailed below, on information and belief, TMTG is not the target of any SEC or Department of Justice (DOJ) enforcement action.
On September 22, 2022, Mr. W. Moss resigned as director of the
Company. Based on information subsequently provided to the Company, the Company understands that Mr. Moss’s resignation did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, policies
or practices. As noted below, Mr. Moss was replaced by Mr. D. Scavino during February 2023. Mr D. Scavino continues to consult to the Company. This arrangement is similar to the consulting agreement with Mr. K. Patel, also a current board
member.
As of December 31, 2022, Donald J. Trump (“DJT”) had the unilateral
right to terminate the License Agreement, as amended, between and among DJT, TMTG, and DTTM Operations, LLC, pursuant to which TMTG obtained certain rights related to the name, image, and likeness of DJT. On October 30, 2023, DJT verbally
affirmed that, notwithstanding his contractual right to do so, he would not terminate the License Agreement prior to the later of (a) December 31, 2023, and (b) any other date to which TMTG and DWAC mutually agree to extend the time to
consummate their proposed merger.
On February 14, 2023, a trademark for “Truth Social” in classes 21
and 25 was registered with the U.S. Patent and Trademark Office (“USPTO”) by T Media Tech LLC, a wholly-owned subsidiary of TMTG. Trademark applications for “Truth Social” in classes 9 and 42; for “RETRUTH” in classes 9, 35, 38, 41, 42, and 45;
“TRUTHSOCIAL” in classes 9, 35, 38, 41, 42, and 45; and “TRUTHPLUS” in classes 9, 35, 38, 41, and 42 are the subject of suspension notices received from USPTO on October 24, 2022; January 13, 2023; February 14, 2023; and February 17, 2023,
respectively. Several additional trademark applications remain pending, but have not been the subject of adverse action by USPTO.
On February 16, 2023, TMTG’s Board of Directors held a special
meeting. At the meeting, the board appointed D. Scavino to fill the board vacancy created by the resignation of W. Moss and ratified certain past corporate actions pursuant to Delaware law. The board also authorized an increase in TMTG’s share
count to 1,000,000,000 shares.
On March 1, 2023, TMTG eliminated several positions. This action
followed a review of all departments, most significantly impacted TMTG’s streaming video on demand (“SVOD”) and infrastructure teams, and was primarily attributable to unprecedented obstruction of TMTG’s planned merger with DWAC by the SEC—and
concomitant delay in TMTG’s access to capital that TMTG would receive upon the successful completion of such merger. All former employees whose positions were eliminated in March 2023 signed separation agreements. Separately, a former employee
whose employment was terminated in June 2022 (and who had declined at that time to sign a separation agreement), filed a wage claim with the New Hampshire Department of Labor on or about June 1, 2023. The former employee agreed to dismiss the
claim pursuant to a settlement agreement executed on June 29, 2023, pursuant to which TMTG paid the former employee $25,000.
On April 3, 2023, TMTG CEO Devin Nunes — in his personal capacity —
sued several defendants, including a former TMTG employee, in Florida state court. On December 15, 2023, Nunes voluntarily dismissed the lawsuit, without prejudice. TMTG was not a party to that proceeding.
The first of TMTG’s convertible promissory notes reached maturity in
May 2023, though TMTG’s repayment obligation pursuant to any such note is generally only triggered by a written demand of the lender
on or after the maturity date.
As of the date hereof, there are no outstanding demands for repayment of any of TMTG’s convertible promissory notes that have reached their respective maturity dates. Events related
to TMTG’s promissory notes include the following:
On May 20, 2023, TMTG filed suit in Florida state court against the Washington Post in connection with false and defamatory statements about TMTG in a May 13, 2023 article. On July 12, 2023, the Washington Post removed the case to
federal court. Also on July 12, 2023, TMTG filed a motion to remand the case to state court, which was denied on October 12, 2023. On August 21, 2023, the Washington Post filed a motion to stay
discovery, which was denied on September 28, 2023. The case, as well as the Washington Post’s motion to dismiss and TMTG’s opposition thereto, remain pending in federal court as of the date hereof. TMTG
has entered into a contingency fee arrangement with its counsel in the case. On May 17 and 18, 2023, TMTG received inquiries from Chase bank that purportedly related to routine diligence, but on information and belief were prompted by the
defamatory Washington Post article. Via a May 22, 2023 letter, TMTG admonished Chase not to republish the defamatory statements or take adverse action against TMTG’s account. TMTG subsequently opened accounts at another bank.
On or about June 23, 2023 and December 20, 2023 were potential expiry
dates of an exclusivity provision of the License Agreement which generally requires that DJT channel his personal social media communications to TMTG’s Truth Social platform six hours before posting the same communications on a non-TMTG social
media platform. Because neither TMTG nor DJT terminated this provision, the exclusivity provisions has twice automatically renewed for an additional 180
days.
On June 29, 2023, three individuals — including a former DWAC director — were arrested and criminally charged by DOJ in connection with alleged insider trading of DWAC securities. On
July 20, 2023, all three defendants pleaded not guilty. These individuals have no affiliation with TMTG and — on information and
belief — TMTG is not the target of any DOJ enforcement action.
On July 3, 2023, DWAC publicly disclosed an agreement in principle
with SEC staff to resolve an ongoing SEC enforcement inquiry into DWAC. On July 20, 2023, SEC approved the settlement. TMTG is not a party to such agreement or — on information and belief — the target of any SEC enforcement action.
Effective July 14, 2023, TMTG’s head of engineering resigned to
pursue other opportunities.
On August 9, 2023, TMTG and DWAC executed a second amendment to their
Merger Agreement. On the same date, the terms of such amendment were publicly disclosed by DWAC in an SEC filing.
On September 5, 2023, DWAC held a special meeting of its
stockholders, at which DWAC’s stockholders approved an amendment extending, upon the approval by DWAC’s board of directors, the date by which the DWAC has to consummate an initial business combination (including its planned merger with TMTG)
for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the DWAC board.
On September 29, 2023, TMTG and DWAC finalized a third amendment to
their Merger Agreement. On October 2, 2023, the terms of such amendment were publicly disclosed by DWAC in an SEC filing.
On October 30, 2023, TMTG and Rumble executed a minimum guarantee
advertising publisher agreement (the “Minimum Guarantee Rumble Agreement”), which replaced a previous agreement with Rumble. Under the Minimum Guarantee Rumble Agreement, 70% of the total aggregate gross revenues from the sale of Ad Units are allocated to TMTG, and the Ad Units shall comprise at least 85% of the aggregate number of paid advertisements directly into Truth Social feeds by TMTG each month.
On November 13, 2023, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC an amended registration statement on form S-4.
On November 20, 2023, in connection with reporting about TMTG’s
financial results, TMTG filed a lawsuit for defamation and injurious falsehood in Florida state court against 20 media defendants.
TMTG and one defendant — Nexstar Media, Inc., which owns the Hill — subsequently agreed to resolve their dispute outside of court,
to both parties’ mutual satisfaction. In connection with such resolution, the Hill retracted a November 13, 2023 article, and TMTG’s lawsuit was dismissed as to Nexstar on December 4, 2023. All other terms of TMTG’s settlement with Nexstar
remain confidential, and TMTG’s lawsuit is proceeding against all other defendants.
On December 22, 2023, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a second amendment to its registration statement on form S-4.
During the 12 months following the signing of these financial
statements, management has substantial doubt that the Company will have sufficient funds to meet its liabilities as they fall due, including liabilities related to promissory notes previously issued by the Company. Sufficient funds during this
period are directly conditional on completion of the merger by the September 8, 2024 dissolution date. Bridge funding during the period leading up to the merger ranging between $5 million and $60 million is required depending on convertible note
maturity dates, and if note holders decide to extend or call their respective outstanding notes. Management is currently in discussions with certain existing note holders regarding options for extension of maturity dates. The Company believes
that it may be difficult to raise additional funds through traditional financing sources in the absence of continued material progress toward completing its merger with DWAC.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of convertible
promissory notes and derivative liabilities.
Principles of Consolidation
The consolidated financial statements include the financial
statements of the Company and its majority owned subsidiaries and have been prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). All intercompany transactions have been eliminated.
Cash
Cash represents bank accounts and demand deposits held at financial
institutions. Cash is held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations. No losses were incurred for those balances
exceeding the limitations.
Prepaid expenses and other current assets
Other receivables consist of prepaid rent, insurance and prepaid data
costs.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated
depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Useful lives for property, plant and equipment are as follows:
Expenditures which substantially increase value or extend useful
lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Gains and losses are recorded on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds
received.
Long-lived fixed assets held and used are reviewed for impairment
when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a line of service, a sudden or consistent decline in the sales forecast
for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in TMTG climate, among others, may trigger an impairment review. If such indicators
are present, TMTG performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset. If impairment is
determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events identified that necessitated an impairment test over property, plant and equipment. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell. See Note 4 - Property, plant and equipment for further detail.
Capitalized software costs
The Company capitalizes costs related to its major service products
and certain projects for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a
straight-line basis over its estimated useful life, which is generally five to ten years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could
impact the recoverability of these assets. As of the period ended December 31, 2023 there were no capitalized software costs.
Revenue Recognition
The Company records revenue in accordance with ASC 606. The Company
determines the amount of revenue to be recognized through application of the following steps- Identification of the contract, or contracts with a customer; - Identification of the performance obligations in the contract; - Determination of the
transaction price; - Allocation of the transaction price to the performance obligations in the contract; and - Recognition of revenue when or as the Company satisfies the performance obligations.
The Company entered into advertising contractual arrangements with
advertising manager service companies. The advertising manager service companies provide advertising services through their Ad Manager Service Platform on the Truth Social website to customers. The Company determines the number of Ad Units
available on its Truth Social website. The advertising manager service companies have sole discretion over the terms of the auction and all payments and actions associated therewith. Prices for the Ad Units are set by an auction operated and
managed by these companies. The Company has the right to block specific advertisers at its sole reasonable discretion, consistent with applicable laws, rules, regulations, statutes, and ordinances. The Company is an agent in these arrangements,
and recognizes revenue for its share in exchange for arranging for the specified advertising to be provided by the advertising manager service companies. The advertising revenues are recognized in the period when the advertising services are
provided.
Cost of revenue
Cost of revenue primarily encompasses expenses associated with
generating advertising revenue. These costs are determined by allocating staff direct and indirect costs proportionately, including depreciation, based on the time spent managing the agency relationships with external vendors. These costs are
confined to activities related to coordinating with these third-party vendors as the third-party vendors are responsible to control and facilitate the delivery of advertising services.
Research and development
Research and development expenses consist primarily of
personnel-related costs, including salaries, benefits and stock-based compensation, for our engineers and other employees engaged in the research and development of our products and services. In addition, research and development expenses
include amortization of acquired intangible assets, allocated facilities costs, and other supporting overhead costs.
Marketing and sales
Sales and marketing expenses consist primarily of personnel-related
costs, including salaries, commissions, benefits and stock-based compensation for our employees engaged in sales, sales support, business development and media, marketing, and customer service functions. In addition, marketing and sales-related
expenses also include advertising costs, market research, trade shows, branding, marketing, public relations costs, amortization of acquired intangible assets, allocated facilities costs, and other supporting overhead costs.
Selling, general and administrative expenses
General and administrative expenses consist primarily of
personnel-related costs, including salaries, benefits, and stock-based compensation for our executive, finance, legal, information technology, corporate communications, human resources, and other administrative employees. In addition, general
and administrative expenses include fees and costs for professional services (including third-party consulting, legal, and accounting services), facilities costs, and other supporting overhead costs that are not allocated to other departments.
Income taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if
those positions are more likely than not of being sustained. Income tax amounts are therefore recognized for all situations where the likelihood of realization is greater than 50%. Changes in recognition or measurement are reflected in income
tax expense in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in Income Tax Expense. See Note 6 - Income Taxes.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company has no liabilities for loss contingencies.
Recently issued accounting standards
In December 2019, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and
calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes,
transactions that result in a step-up in the tax basis of goodwill, and the effect of
enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No.
2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their statements of operations in a manner similar to current accounting rules. ASU 2016-02 states
that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods
beginning after December 15, 2021 (i.e. calendar periods beginning on January 1, 2022) on a modified retrospective basis. All leases are operating leases. See Note 5, “Leases.” All leases other than those disclosed as Right-to-Use leases are
short term in nature with a term less than 12 months.
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- References No definition available.
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- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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ACQUISITION |
12 Months Ended |
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Dec. 31, 2023 | |
| ACQUISITION [Abstract] | |
| ACQUISITION |
NOTE 3 - ACQUISITION
In October 2021, the Company acquired 100% of the ownership in T Media Tech LLC for a nominal value. The results of T Media Tech LLC since October 13, 2021 are included in the Company’s
Consolidated Statement of Operations. Pro forma results have not been presented as the acquisition is not considered individually significant to the consolidated results of the Company.
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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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PROPERTY, PLANT AND EQUIPMENT |
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| PROPERTY, PLANT AND EQUIPMENT |
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
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- References No definition available.
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- Definition The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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LEASES |
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| LEASES [Abstract] | |||||||||||||||||||||||||||||
| LEASES |
NOTE 5 - LEASES
As of December 31, 2023, minimum commitments under the Company
leases, were as follows:
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- References No definition available.
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- Definition The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| INCOME TAXES |
NOTE 6 - INCOME TAXES
The following reconciles the total income tax benefit, based on the
U.S. Federal statutory income tax rate of 21% for the twelve month period ended December 31, 2023, with TMTG’s recognized income tax
expense:
The tax effects of temporary differences that give rise to deferred
tax assets and deferred tax liabilities as of December 31, 2023 are as follows:
As of December 31, 2023, TMTG had US Federal net operating loss
carryforwards (“NOLs”) with a tax benefit of $9,474,744 (December 31, 2022: $4,478,110).
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE |
12 Months Ended |
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Dec. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE |
NOTE 7 - OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE AND
PAYABLE
There was no other income – related party sales for the period. The other income – related party in 2021 amounted to $2,123,296 related to a licensing agreement with one of the Stockholders. At the end of fourth quarter 2021, $23,296 was still outstanding. TMTG was assigned net revenue from a series of public appearances by President Trump in accordance with a licensing arrangement. The income was valued on a
dollar-for-dollar basis with the underlying sales. TMTG did not incur any costs in connection with such assigned sales.
In terms of the agreement, these sales were made in the fourth
quarter of 2021 and final payment was made to TMTG, in accordance with the license agreement, in February of 2022. Related party payable is operational funding of $95,518 received from two of the Stockholders during the first quarter of 2021, which was repaid in May of 2022. The operational funding carried no specific repayment terms or interest charges.
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- References No definition available.
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| CONVERTIBLE PROMISSORY NOTES |
NOTE 8 - CONVERTIBLE PROMISSORY NOTES
Notes 1 to 7 are Convertible Promissory Notes issued from May 2021
through October 2021 with a cumulative face value of $5,340,000, maturity of 24 months from each respective issuance date and interest will be accrued at 5%
based on the simple interest method (365 days year) for each note. Each of Notes 1-7 contemplates multiple plausible outcomes that include conversion upon a Qualified SPAC Business Combination (“SPAC”) and at least one of the following
conversion triggers: Qualified Initial Public Offering (“IPO”), private equity transaction and/or change of control. All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, will convert to
equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes in the event of a completed SPAC transaction will be the number of shares of the Company Stock (rounded to the nearest whole share) equal to
the quotient of: (a) the principal plus accrued interest on the Notes then outstanding, divided by $4.00. In other, non-SPAC
conversion scenarios, the number of shares of Company stock to be issued to the Lender upon conversion of the Notes is variable based on the application of an automatic discounted share-settlement feature. For Notes 1 and 2, the number of
shares of Company stock to be issued to the Lender upon a non-SPAC conversion event will be the number of shares of Company stock (rounded to the nearest whole share) equal to the quotient of: (a) the principal plus accrued interest on the
Notes then outstanding (b) divided by 40% of the initial public offering price per share of a qualified initial public offering. For
Notes 3-7, the number of shares of Company stock to be issued to the Lender upon a non-SPAC conversion event will be the number of shares of Company stock (rounded to the nearest whole share) equal to the quotient of: (a) the principal plus
accrued interest on the Notes then outstanding (b) divided by 40% of (i) the initial public offering price per share of a qualified
initial public
offering, (ii) the price per share as determined by the valuation of the Company in
connection with a qualified private equity raise, or (iii) in the case of a change of control, the price per share determined in accordance with the Company’s then current fair value determined by an independent valuation firm.
Notes 8 to 12 are Convertible Promissory Notes issued from
November 2021 through December 2021 with a cumulative face value of $17,500,000, maturity of between 18 months and 36 months and interest
will be accrued at a range between 5% and 10% based on the simple interest method (365 days year) for each note. Notes 8 to 12 are convertible simultaneously with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or
Qualified Initial Public
Offering (“IPO”). All outstanding principle of these Notes, together
with all accrued but unpaid interest on such principal, shall convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes shall be the number of shares of the Company Stock (rounded to the
nearest whole share) equal to the quotient of: (a) the principal plus accrued interest on the Notes then outstanding (b) divided by either US$25,
US$21 or US$20 subject
to the respective conditions of the individual Notes; provided, however, in the event that the stock price quoted for the Company on NASDAQ or The New York Stock Exchange (as applicable) at the time of the closing of the Qualified SPAC Business
Combination (the “TMTG Stock Price”) is less than either $50 per share, $42 per share, $40 per share subject to the respective
conditions of the individual Notes, then the Conversion Price shall be reset to 50% of the then current TMTG Stock Price subject to
a floor of $10 per share.
Notes 13 to 19 are Convertible Promissory Notes issued from
January 2022 through August 23, 2023 with a cumulative face value of $17,860,000, maturity of 18 months and interest will be accrued at a range between 5% and 10% based on the simple interest method (365 days year) for each note. Notes 13 to 19 are
convertible simultaneously with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or Qualified Initial Public Offering (“IPO”). All outstanding principle of these Notes, together with all accrued but unpaid
interest on such principal, shall convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes shall be the number of shares of the Company Stock (rounded to the nearest whole share) equal to
the quotient of: (a) the principal plus accrued interest on the Notes then outstanding (b) divided by either US$25 or US$21 subject to the respective conditions of the individual.
Note 20 is a Convertible Promissory Note issued from November 2023
through May 24, 2025 with a cumulative face value of $500,000.00, maturity of 18 months and interest will be accrued at 10% based on the
simple interest method (365 days year) for each note. Note 20 is convertible with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or Qualified Initial Public Offering (“IPO”). The outstanding principle of the
Note, accrued but unpaid interest on such principal, shall convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes shall be the number of shares of the Company Stock (rounded to the
nearest whole share) equal to the quotient of: (a) the principal plus accrued interest on the Note then outstanding (b) divided by either US$25
or US$21 subject to the respective conditions of the individual Notes; provided, however, in the event that the stock price quoted
for the Company on NASDAQ or The New York Stock Exchange (as applicable) at the time of the closing of the Qualified SPAC Business Combination (the “TMTG Stock Price”) is less than either $50 per share or $42 per share subject to the respective
conditions of the individual Notes, then the Conversion Price shall be reset to 50% of the then current TMTG Stock Price subject to
a floor of $10 per share.
The Company determined the automatic discounted share-settlement
feature upon certain events (e.g., SPAC, IPO, change in control, etc.) is an embedded derivative requiring bifurcation accounting as (1) the feature is not clearly and closely related to the debt host and (2) the feature meets the definition of
a derivative under ASC 815 (Derivative and Hedging). Subsequent changes to the fair value of the embedded derivative flows through the income statement. The Debt (net of initial debt discount and any related debt issuance costs recorded) is
accreted using the effective interest rate method under ASC 835 (Interest) until maturity. The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.
The interest charged for the period is calculated by applying the
effective interest rate range of between 16.3% to 100%+ to the liability component for the period since the respective notes were issued.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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FAIR VALUE MEASUREMENT |
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| FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENT |
NOTE 9 - FAIR VALUE MEASUREMENT
The Company uses a three-tier fair value hierarchy, which prioritizes
the inputs used in the valuation methodologies in measuring fair value:
Level 1. Quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2. Significant other inputs that are directly or indirectly observable in the
marketplace.
Level 3. Significant unobservable inputs which are supported by little or no market
activity.
All of the Company’s cash is classified within Level 2 because the
Company’s cash is valued using pricing sources and models utilizing observable market inputs. The Convertible promissory notes are classified as Level 3 due to significant unobservable inputs.
The estimated fair value of the conversion feature of the Derivative
liability is based on traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STOCKHOLDERS' EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| STOCKHOLDERS' DEFICIT | |
| STOCKHOLDERS' EQUITY |
NOTE 10 - STOCKHOLDERS’ EQUITY
At inception, the total number of shares of all classes of capital
stock that the Company was authorized to issue was 11,000 shares of Company Stock, each having a par value of $0.000001, of which 10,000 shares
were issued and outstanding, and an additional 1,000 shares were authorized for issuance in connection with the Company’s Equity
Incentive Plan.
In October 2021, the total number of shares of Common Stock
authorized was increased to 110,000,000, each having a par value of $0.000001. Each share of the Company’s Common Stock, automatically and without any action on the part of the Company or any respective holders thereof, was reclassified into
ten thousand (10,000) shares of the Company’s Common Stock, $0.000001 par value per share, resulting in 110,000,000
shares authorized, of which 100,000,000 shares were issued and outstanding, and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.
In January 2022, the total number of shares of the Company’s Common
Stock authorized was increased to 120,000,000, each having a par value of $0.000001, of which 100,000,000 shares were issued and
outstanding, and an additional 7,500,000 shares were authorized for issuance in connection with the Company’s Equity Incentive Plan.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES |
NOTE 11 - COMMITMENTS AND CONTINGENCIES
In August 2022, TMTG irrevocably terminated all agreements with one
of its vendors due to a material breach by the vendor, and TMTG reserved numerous affirmative claims against the vendor. TMTG determined during the third quarter of 2022 that payment of existing invoices, future invoices, or litigation expenses
is “not probable.”
Therefore, TMTG has not accrued for a related loss contingency. The total amount of liability of $1.7
million was reversed during the third quarter of 2022. TMTG further reversed $0.5 million of additional liabilities during the third
quarter of 2022 related to vendors who relied on erroneous interpretation of supply contracts.
Based on current known facts and circumstances, the Company currently
believes that any liabilities ultimately resulting from ordinary course claims and proceedings will not individually or in aggregate, have a material adverse effect on the Company's financial position, results of operations or cash flows.
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- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Dec. 31, 2023 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
NOTE 12 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which
establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31,
2023, up to the date the Company issued the financial statements.
On January 7, 2024, TMTG’s majority shareholder approved an amended
certificate of incorporation that, when filed on January 26, 2024, increased TMTG’s authorized shares to 1,000,000,000.
On January 18, 2024, DWAC received a letter from a TMTG minority
shareholder that contained certain assertions regarding: (i) board appointments with respect to TMTG; (ii) consent rights with respect to TMTG’s issuance of additional shares and classes of securities; and (iii) certain expenses.
On January 22, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a third amendment to its registration statement on form S-4, which included disclosures regarding the January 18 letter.
TMTG and a new lender executed a promissory note (with a face value
of $1,000,000) dated January 22, 2024.
On January 22, 2024, TMTG received a books and records inspection
request from another TMTG minority shareholder, purportedly pursuant to Section 220 of the Delaware General Corporation Law, to which TMTG responded via counsel on January 29, 2024. TMTG received several subsequent communications from the same
minority shareholder.
Effective February 2, 2024, TMTG entered into a Second Amended &
Restated License Agreement with President Trump.
Effective February 2, 2024, TMTG entered into three amended and
restated convertible promissory notes with one of its noteholders; the amendments clarified certain conversion mechanics and confirmed the application of an MFN clause to one of the notes.
On February 9, 2024, TMTG and DWAC received letters from the TMTG
minority shareholder that had previously sent a letter to DWAC on January 18.
Effective February 12, 2024, TMTG and DWAC entered into a Retention
Bonus Agreement pertaining to post-merger payments to employees and other personnel affiliated with TMTG.
On February 12, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a fourth amendment to its registration statement on form S-4, which included disclosures regarding the aforementioned communications from TMTG minority shareholders.
On February 14, 2024, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC fifth and sixth amendments to its registration statement on form S-4, after which DWAC received from SEC a notice indicating that the S-4 was effective as of 5:30pm on that same date.
On February 16, 2024, DWAC filed with the SEC a proxy
statement/prospectus scheduling a shareholder meeting (to vote on approving DWAC’s proposed merger with TMTG, among other matters) for March 22, 2024.
On February 16, 2024 and March 20, 2024, TMTG received a letter from
the minority shareholder that had previously sent a letter to TMTG on February 9, and to DWAC on January 18 and February 9, purporting to appoint two
individuals to TMTG’s board.
Effective February 21, 2024, TMTG entered into an amended and
restated convertible promissory note with one of its noteholders; the amendment revised certain economic terms of the noteholder’s loans, extended the maturity date thereof, and increased by the cumulative principal by $1,205,000.
On February 27, 2024, TMTG and DWAC sued DWAC’s sponsor and the
sponsor’s principal (who is also DWAC’s former CEO) in Florida state court.
On February 28, 2024, the TMTG minority shareholder that had
previously sent letters to TMTG on February 9 and February 16 sued TMTG in Delaware state court, seeking declaratory and injunctive relief relating to the authorization, issuance and ownership of TMTG stock, and contemporaneously filed a motion
to expedite proceedings. On or about March 4, the minority shareholder amended its complaint to add each of TMTG’s board members as defendants. On March 9, during a hearing on the motion to expedite proceedings, the parties and the judge agreed
that TMTG would place into escrow any additional TMTG shares, other than shares issuable to TMTG’s convertible noteholders, issued by TMTG prior to the closing of TMTG’s proposed merger with DWAC. The court issued a written order consistent
with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. TMTG management believes that this litigation is not likely to result in the award of financial damages to the minority shareholder, and will not have a
direct financial impact on TMTG other than potential ongoing legal fees for the duration of this matter.
On or about February 28, 2024, DWAC’s sponsor sued DWAC in Delaware
state court. On March 5, the judge denied in part the sponsor’s motion to expedite proceedings and stated that the court will not hold a merits or injunction hearing before the March 22 DWAC shareholder vote. With respect to the conversion of 7,158,025 shares of DWAC class B common stock into DWAC class A common stock in connection with the closing of the merger, DWAC has agreed to place
into escrow a number of shares representing the difference between the conversion ratio determined by the DWAC board (1.348) and 2.00, i.e., 4,667,033 shares. TMTG
management believes that this matter will not have a financial impact on TMTG other than potential legal fees following the closing of TMTG’s proposed merger with DWAC.
Effective March 3 and 5, 2024, and in anticipation of the scheduled
closing of TMTG’s merger with DWAC, several noteholders agreed with TMTG to amend their respective convertible notes by revising certain economic terms and extending the maturity date thereof.
Effective March 7, 12, and 13, 2024, TMTG entered into multiple
convertible promissory notes, including with several of its officers in accordance with the disclosures contained in DWAC’s registration and proxy statements.
On March 22, 2024, DWAC shareholders approved DWAC’s merger with TMTG
(and related proposals), and NASDAQ approved the listing of the post-merger entity.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (DWAC) (Policies) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in conformity
with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
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| Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of convertible
promissory notes and derivative liabilities.
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| Income Taxes |
Income taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if
those positions are more likely than not of being sustained. Income tax amounts are therefore recognized for all situations where the likelihood of realization is greater than 50%. Changes in recognition or measurement are reflected in income
tax expense in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in Income Tax Expense. See Note 6 - Income Taxes.
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| Recently Issued Accounting Standards |
Recently issued accounting standards
In December 2019, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and
calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes,
transactions that result in a step-up in the tax basis of goodwill, and the effect of
enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No.
2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their statements of operations in a manner similar to current accounting rules. ASU 2016-02 states
that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods
beginning after December 15, 2021 (i.e. calendar periods beginning on January 1, 2022) on a modified retrospective basis. All leases are operating leases. See Note 5, “Leases.” All leases other than those disclosed as Right-to-Use leases are
short term in nature with a term less than 12 months.
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| Digital World Acquisition Corp. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Basis of Presentation |
Basis of Presentation
The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the Securities and Exchange Commission (the “SEC”).
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| Emerging Growth Company |
Emerging Growth Company
The Company is an “emerging growth company,” as defined in
Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different
application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences
in accounting standards used.
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| Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.
Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
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| Offering Costs Associated with the Initial Public Offering |
Offering Costs Associated with the Initial Public Offering
Offering costs consist of underwriting, legal, accounting and other
expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs
in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500,
fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares
transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).
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| Class A Common Stock Subject to Possible Redemption |
Class A Common Stock Subject to Possible Redemption
As discussed in Note 4, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the
redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and
Restated Certificate of Incorporation.
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| Income Taxes |
Income Taxes
The Company complies with the accounting and reporting requirements
of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.
Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination
by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.
There were no unrecognized tax benefits as of December 31, 2023 or December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.
For the year ended December 31, 2023, the Company recorded $109,217 of penalties and interest expense related to income taxes, which is included in income tax expense. No amount was recorded for the year ended December 31, 2022.
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| Net Loss Per Share |
Net Loss Per Share
Net income (loss) per share is computed by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between the two classes of shares. The
calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering and (ii) sale of the Private Placement Units, because the warrants are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted earnings per share is the same as basic earnings per share for the periods presented.
The following table reflects the calculation of basic and diluted
net income (loss) per share (in dollars, except per share amounts):
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| Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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| Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify
as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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| Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such
instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at
each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or
conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for
equity treatment in the Company’s financial statements.
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| Recently Issued Accounting Standards |
Recently Issued Accounting Standards
Management does not believe that any recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
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| Risks and Uncertainties |
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19
pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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| Inflation Reduction Act of 2022 |
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain
repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not
its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain
new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has been given
authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.
Any redemption or other repurchase that occurs after December 31,
2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote
or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and
(iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming shareholder, the mechanics of any required payment of the excise tax have not
been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
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- Definition Represents the accounting policy on Emerging Growth Company. No definition available.
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| X | ||||||||||
- Definition Inflation reduction. No definition available.
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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- Definition The disclosure of offering costs associated with the initial public offering. No definition available.
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| X | ||||||||||
- Definition The disclosure of accounting policy for temporary equity. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for Unusual or Infrequent Items, or Both (Covid 19 related risk and uncertainty information). No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for credit risk. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for its derivative instruments and hedging activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Details
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Policies) |
12 Months Ended | ||||||||||||||||
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| Accounting Policies [Abstract] | |||||||||||||||||
| Basis of Presentation |
Basis of Presentation
The accompanying financial statements are presented in conformity
with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
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| Liquidity and going concern |
Liquidity and going concern
TMTG commenced operations on February 8, 2021 and began the initial
launch of its social media platform in the first quarter of 2022. The business used cash from operations of $37,732,000 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460,000 of proceeds from the issuance of convertible promissory
notes (net of repayments). The term of these notes range between 18 and 36 months; however, each has an accelerated retirement feature in the event of default by the Company. Interest will be accrued between 5% and 10% annually based on the simple interest method (365
days per year).
In October of 2021, TMTG entered into a definitive merger agreement
with a special purpose acquisition corporation (SPAC), Digital World Acquisition Corp. (DWAC, or Digital World), a Delaware corporation. The companies expect to consummate the merger in the coming quarters, combining TMTG’s operations with
DWAC’s balance sheet (i.e. cash in trust net of redemptions and fees). The parties to the agreement intend to effect the merger of DWAC and its subsidiaries with and into TMTG, with TMTG continuing as the surviving entity. As a result of which,
all of the issued and outstanding capital stock of TMTG shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right for each of TMTG’s stockholders to receive its pro rata share of the
stockholder merger consideration subject to the conditions set forth in the merger agreement and in accordance with the applicable provisions of the Delaware General Corporation Law. The agreement was amended on May 11, 2022; August 9, 2023;
and September 29, 2023.
On May 16, 2022, in furtherance of TMTG and DWAC’s proposed merger,
DWAC filed with the SEC a registration statement on form S-4.
As publicly disclosed by DWAC in an 8-K filing, “on June 27, 2022,
TMTG received a subpoena from the SEC seeking documents relating to, among other things, Digital World and other potential counterparties for a business transaction involving TMTG. Digital World has also been informed that on December 30, 2022,
TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to Digital World and its directors. Certain current and former
TMTG personnel have also received individual grand jury subpoenas.” As publicly disclosed by TMTG in a press release, “TMTG has cooperated fully with inquiries into our planned merger and … complied with subpoenas we've received, none of which
were directed at the company's Chairman or CEO.” As detailed below, on information and belief, TMTG is not the target of any SEC or Department of Justice (DOJ) enforcement action.
On September 22, 2022, Mr. W. Moss resigned as director of the
Company. Based on information subsequently provided to the Company, the Company understands that Mr. Moss’s resignation did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, policies
or practices. As noted below, Mr. Moss was replaced by Mr. D. Scavino during February 2023. Mr D. Scavino continues to consult to the Company. This arrangement is similar to the consulting agreement with Mr. K. Patel, also a current board
member.
As of December 31, 2022, Donald J. Trump (“DJT”) had the unilateral
right to terminate the License Agreement, as amended, between and among DJT, TMTG, and DTTM Operations, LLC, pursuant to which TMTG obtained certain rights related to the name, image, and likeness of DJT. On October 30, 2023, DJT verbally
affirmed that, notwithstanding his contractual right to do so, he would not terminate the License Agreement prior to the later of (a) December 31, 2023, and (b) any other date to which TMTG and DWAC mutually agree to extend the time to
consummate their proposed merger.
On February 14, 2023, a trademark for “Truth Social” in classes 21
and 25 was registered with the U.S. Patent and Trademark Office (“USPTO”) by T Media Tech LLC, a wholly-owned subsidiary of TMTG. Trademark applications for “Truth Social” in classes 9 and 42; for “RETRUTH” in classes 9, 35, 38, 41, 42, and 45;
“TRUTHSOCIAL” in classes 9, 35, 38, 41, 42, and 45; and “TRUTHPLUS” in classes 9, 35, 38, 41, and 42 are the subject of suspension notices received from USPTO on October 24, 2022; January 13, 2023; February 14, 2023; and February 17, 2023,
respectively. Several additional trademark applications remain pending, but have not been the subject of adverse action by USPTO.
On February 16, 2023, TMTG’s Board of Directors held a special
meeting. At the meeting, the board appointed D. Scavino to fill the board vacancy created by the resignation of W. Moss and ratified certain past corporate actions pursuant to Delaware law. The board also authorized an increase in TMTG’s share
count to 1,000,000,000 shares.
On March 1, 2023, TMTG eliminated several positions. This action
followed a review of all departments, most significantly impacted TMTG’s streaming video on demand (“SVOD”) and infrastructure teams, and was primarily attributable to unprecedented obstruction of TMTG’s planned merger with DWAC by the SEC—and
concomitant delay in TMTG’s access to capital that TMTG would receive upon the successful completion of such merger. All former employees whose positions were eliminated in March 2023 signed separation agreements. Separately, a former employee
whose employment was terminated in June 2022 (and who had declined at that time to sign a separation agreement), filed a wage claim with the New Hampshire Department of Labor on or about June 1, 2023. The former employee agreed to dismiss the
claim pursuant to a settlement agreement executed on June 29, 2023, pursuant to which TMTG paid the former employee $25,000.
On April 3, 2023, TMTG CEO Devin Nunes — in his personal capacity —
sued several defendants, including a former TMTG employee, in Florida state court. On December 15, 2023, Nunes voluntarily dismissed the lawsuit, without prejudice. TMTG was not a party to that proceeding.
The first of TMTG’s convertible promissory notes reached maturity in
May 2023, though TMTG’s repayment obligation pursuant to any such note is generally only triggered by a written demand of the lender
on or after the maturity date.
As of the date hereof, there are no outstanding demands for repayment of any of TMTG’s convertible promissory notes that have reached their respective maturity dates. Events related
to TMTG’s promissory notes include the following:
On May 20, 2023, TMTG filed suit in Florida state court against the Washington Post in connection with false and defamatory statements about TMTG in a May 13, 2023 article. On July 12, 2023, the Washington Post removed the case to
federal court. Also on July 12, 2023, TMTG filed a motion to remand the case to state court, which was denied on October 12, 2023. On August 21, 2023, the Washington Post filed a motion to stay
discovery, which was denied on September 28, 2023. The case, as well as the Washington Post’s motion to dismiss and TMTG’s opposition thereto, remain pending in federal court as of the date hereof. TMTG
has entered into a contingency fee arrangement with its counsel in the case. On May 17 and 18, 2023, TMTG received inquiries from Chase bank that purportedly related to routine diligence, but on information and belief were prompted by the
defamatory Washington Post article. Via a May 22, 2023 letter, TMTG admonished Chase not to republish the defamatory statements or take adverse action against TMTG’s account. TMTG subsequently opened accounts at another bank.
On or about June 23, 2023 and December 20, 2023 were potential expiry
dates of an exclusivity provision of the License Agreement which generally requires that DJT channel his personal social media communications to TMTG’s Truth Social platform six hours before posting the same communications on a non-TMTG social
media platform. Because neither TMTG nor DJT terminated this provision, the exclusivity provisions has twice automatically renewed for an additional 180
days.
On June 29, 2023, three individuals — including a former DWAC director — were arrested and criminally charged by DOJ in connection with alleged insider trading of DWAC securities. On
July 20, 2023, all three defendants pleaded not guilty. These individuals have no affiliation with TMTG and — on information and
belief — TMTG is not the target of any DOJ enforcement action.
On July 3, 2023, DWAC publicly disclosed an agreement in principle
with SEC staff to resolve an ongoing SEC enforcement inquiry into DWAC. On July 20, 2023, SEC approved the settlement. TMTG is not a party to such agreement or — on information and belief — the target of any SEC enforcement action.
Effective July 14, 2023, TMTG’s head of engineering resigned to
pursue other opportunities.
On August 9, 2023, TMTG and DWAC executed a second amendment to their
Merger Agreement. On the same date, the terms of such amendment were publicly disclosed by DWAC in an SEC filing.
On September 5, 2023, DWAC held a special meeting of its
stockholders, at which DWAC’s stockholders approved an amendment extending, upon the approval by DWAC’s board of directors, the date by which the DWAC has to consummate an initial business combination (including its planned merger with TMTG)
for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the DWAC board.
On September 29, 2023, TMTG and DWAC finalized a third amendment to
their Merger Agreement. On October 2, 2023, the terms of such amendment were publicly disclosed by DWAC in an SEC filing.
On October 30, 2023, TMTG and Rumble executed a minimum guarantee
advertising publisher agreement (the “Minimum Guarantee Rumble Agreement”), which replaced a previous agreement with Rumble. Under the Minimum Guarantee Rumble Agreement, 70% of the total aggregate gross revenues from the sale of Ad Units are allocated to TMTG, and the Ad Units shall comprise at least 85% of the aggregate number of paid advertisements directly into Truth Social feeds by TMTG each month.
On November 13, 2023, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC an amended registration statement on form S-4.
On November 20, 2023, in connection with reporting about TMTG’s
financial results, TMTG filed a lawsuit for defamation and injurious falsehood in Florida state court against 20 media defendants.
TMTG and one defendant — Nexstar Media, Inc., which owns the Hill — subsequently agreed to resolve their dispute outside of court,
to both parties’ mutual satisfaction. In connection with such resolution, the Hill retracted a November 13, 2023 article, and TMTG’s lawsuit was dismissed as to Nexstar on December 4, 2023. All other terms of TMTG’s settlement with Nexstar
remain confidential, and TMTG’s lawsuit is proceeding against all other defendants.
On December 22, 2023, in furtherance of TMTG and DWAC’s proposed
merger, DWAC filed with the SEC a second amendment to its registration statement on form S-4.
During the 12 months following the signing of these financial
statements, management has substantial doubt that the Company will have sufficient funds to meet its liabilities as they fall due, including liabilities related to promissory notes previously issued by the Company. Sufficient funds during this
period are directly conditional on completion of the merger by the September 8, 2024 dissolution date. Bridge funding during the period leading up to the merger ranging between $5 million and $60 million is required depending on convertible note
maturity dates, and if note holders decide to extend or call their respective outstanding notes. Management is currently in discussions with certain existing note holders regarding options for extension of maturity dates. The Company believes
that it may be difficult to raise additional funds through traditional financing sources in the absence of continued material progress toward completing its merger with DWAC.
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| Use of Estimates |
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of convertible
promissory notes and derivative liabilities.
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| Principles of Consolidation |
Principles of Consolidation
The consolidated financial statements include the financial
statements of the Company and its majority owned subsidiaries and have been prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). All intercompany transactions have been eliminated.
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| Cash |
Cash
Cash represents bank accounts and demand deposits held at financial
institutions. Cash is held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations. No losses were incurred for those balances
exceeding the limitations.
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| Prepaid expenses and other current assets |
Prepaid expenses and other current assets
Other receivables consist of prepaid rent, insurance and prepaid data
costs.
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| Property, Plant and Equipment |
Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated
depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Useful lives for property, plant and equipment are as follows:
Expenditures which substantially increase value or extend useful
lives are capitalized. Expenditures for maintenance and repairs are charged to operations as incurred. Gains and losses are recorded on the disposition or retirement of property, plant and equipment based on the net book value and any proceeds
received.
Long-lived fixed assets held and used are reviewed for impairment
when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a line of service, a sudden or consistent decline in the sales forecast
for a product, changes in technology or in the way an asset is being used, a history of operating or cash flow losses or an adverse change in legal factors or in TMTG climate, among others, may trigger an impairment review. If such indicators
are present, TMTG performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows generated did not exceed the carrying value of the asset. If impairment is
determined to exist, any related impairment loss is calculated based on fair value. There were no triggering events identified that necessitated an impairment test over property, plant and equipment. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell. See Note 4 - Property, plant and equipment for further detail.
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| Capitalized software costs |
Capitalized software costs
The Company capitalizes costs related to its major service products
and certain projects for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a
straight-line basis over its estimated useful life, which is generally five to ten years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could
impact the recoverability of these assets. As of the period ended December 31, 2023 there were no capitalized software costs.
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| Revenue Recognition |
Revenue Recognition
The Company records revenue in accordance with ASC 606. The Company
determines the amount of revenue to be recognized through application of the following steps- Identification of the contract, or contracts with a customer; - Identification of the performance obligations in the contract; - Determination of the
transaction price; - Allocation of the transaction price to the performance obligations in the contract; and - Recognition of revenue when or as the Company satisfies the performance obligations.
The Company entered into advertising contractual arrangements with
advertising manager service companies. The advertising manager service companies provide advertising services through their Ad Manager Service Platform on the Truth Social website to customers. The Company determines the number of Ad Units
available on its Truth Social website. The advertising manager service companies have sole discretion over the terms of the auction and all payments and actions associated therewith. Prices for the Ad Units are set by an auction operated and
managed by these companies. The Company has the right to block specific advertisers at its sole reasonable discretion, consistent with applicable laws, rules, regulations, statutes, and ordinances. The Company is an agent in these arrangements,
and recognizes revenue for its share in exchange for arranging for the specified advertising to be provided by the advertising manager service companies. The advertising revenues are recognized in the period when the advertising services are
provided.
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| Cost of revenue |
Cost of revenue
Cost of revenue primarily encompasses expenses associated with
generating advertising revenue. These costs are determined by allocating staff direct and indirect costs proportionately, including depreciation, based on the time spent managing the agency relationships with external vendors. These costs are
confined to activities related to coordinating with these third-party vendors as the third-party vendors are responsible to control and facilitate the delivery of advertising services.
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| Research and development |
Research and development
Research and development expenses consist primarily of
personnel-related costs, including salaries, benefits and stock-based compensation, for our engineers and other employees engaged in the research and development of our products and services. In addition, research and development expenses
include amortization of acquired intangible assets, allocated facilities costs, and other supporting overhead costs.
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| Marketing and sales |
Marketing and sales
Sales and marketing expenses consist primarily of personnel-related
costs, including salaries, commissions, benefits and stock-based compensation for our employees engaged in sales, sales support, business development and media, marketing, and customer service functions. In addition, marketing and sales-related
expenses also include advertising costs, market research, trade shows, branding, marketing, public relations costs, amortization of acquired intangible assets, allocated facilities costs, and other supporting overhead costs.
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| Selling, general and administrative expenses |
Selling, general and administrative expenses
General and administrative expenses consist primarily of
personnel-related costs, including salaries, benefits, and stock-based compensation for our executive, finance, legal, information technology, corporate communications, human resources, and other administrative employees. In addition, general
and administrative expenses include fees and costs for professional services (including third-party consulting, legal, and accounting services), facilities costs, and other supporting overhead costs that are not allocated to other departments.
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| Income taxes |
Income taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if
those positions are more likely than not of being sustained. Income tax amounts are therefore recognized for all situations where the likelihood of realization is greater than 50%. Changes in recognition or measurement are reflected in income
tax expense in the period in which the change in judgment occurs. Accrued interest expense and penalties related to uncertain tax positions are recorded in Income Tax Expense. See Note 6 - Income Taxes.
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| Commitments and contingencies |
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company has no liabilities for loss contingencies.
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| Recently issued accounting standards |
Recently issued accounting standards
In December 2019, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and
calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes,
transactions that result in a step-up in the tax basis of goodwill, and the effect of
enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No.
2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to record most leases on their balance sheets but recognize the expenses on their statements of operations in a manner similar to current accounting rules. ASU 2016-02 states
that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods
beginning after December 15, 2021 (i.e. calendar periods beginning on January 1, 2022) on a modified retrospective basis. All leases are operating leases. See Note 5, “Leases.” All leases other than those disclosed as Right-to-Use leases are
short term in nature with a term less than 12 months.
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| X | ||||||||||
- Definition Disclosure of accounting policy for liquidity and going concern. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for marketing and sales. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for prepaid expenses and other current assets. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for cost of product sold and service rendered. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for inclusion of significant items in the selling, general and administrative (or similar) expense report caption. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (DWAC) (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Entity [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic and Diluted Net Income (Loss) per Share |
The following table reflects the calculation of basic and diluted
net income (loss) per share (in dollars, except per share amounts):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
TAXES (DWAC) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Entity [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Company's Net Deferred Tax Assets |
The tax effects of temporary differences that give rise to deferred
tax assets and deferred tax liabilities as of December 31, 2023 are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Reconciliation of Federal Income Tax Rate |
The following reconciles the total income tax benefit, based on the
U.S. Federal statutory income tax rate of 21% for the twelve month period ended December 31, 2023, with TMTG’s recognized income tax
expense:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Legal Entity [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Company's Net Deferred Tax Assets |
The Company’s net deferred tax assets are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Income Tax Provision |
Below is breakdown of the income tax provision.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Reconciliation of Federal Income Tax Rate |
A reconciliation of the federal income tax rate to the Company’s
effective tax rate is as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Tables) |
12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||
| Accounting Policies [Abstract] | |||||||||
| Useful Lives for Property, Plant and Equipment |
Property, plant and equipment are recorded at cost less accumulated
depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets. Useful lives for property, plant and equipment are as follows:
|
| X | ||||||||||
- Definition Tabular disclosure of estimated useful lives for property and equipment. No definition available.
|
| X | ||||||||||
- References No definition available.
|
PROPERTY, PLANT AND EQUIPMENT (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment |
Property, plant and equipment consist of the following:
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
LEASES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||
| LEASES [Abstract] | |||||||||||||||||||||||||||||
| Minimum Commitments Under the Company Leases |
As of December 31, 2023, minimum commitments under the Company
leases, were as follows:
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
INCOME TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Expense |
The following reconciles the total income tax benefit, based on the
U.S. Federal statutory income tax rate of 21% for the twelve month period ended December 31, 2023, with TMTG’s recognized income tax
expense:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Tax Assets and Liabilities |
The tax effects of temporary differences that give rise to deferred
tax assets and deferred tax liabilities as of December 31, 2023 are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
CONVERTIBLE PROMISSORY NOTES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE PROMISSORY NOTES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes | The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.
|
| X | ||||||||||
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. No definition available.
|
| X | ||||||||||
- References No definition available.
|
FAIR VALUE MEASUREMENT (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement |
All of the Company’s cash is classified within Level 2 because the
Company’s cash is valued using pricing sources and models utilizing observable market inputs. The Convertible promissory notes are classified as Level 3 due to significant unobservable inputs.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of information about asset and liability measured at fair value under fair value option. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (DWAC) (Details) |
12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 04, 2021
USD ($)
$ / shares
shares
|
Oct. 20, 2021
USD ($)
$ / shares
shares
|
Sep. 08, 2021
USD ($)
$ / shares
shares
|
Dec. 31, 2023
USD ($)
Business
$ / shares
shares
|
Dec. 31, 2022
USD ($)
$ / shares
shares
|
Sep. 05, 2023
USD ($)
$ / shares
shares
|
Jun. 02, 2023
USD ($)
|
Apr. 21, 2023
USD ($)
|
Nov. 22, 2022
USD ($)
$ / shares
shares
|
Sep. 08, 2022
USD ($)
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
Feb. 08, 2021
shares
|
|
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Common Stock Shares Issued | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||||||
| Digital World Acquisition Corp. [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Condition for future business combination number of businesses minimum | Business | 1 | ||||||||||||
| Payments for investment of cash in Trust Account | $ 0 | $ 2,875,000 | |||||||||||
| Obligation to redeem Public Shares if entity does not complete a business combination within the combination period (as a percent) | 100.00% | ||||||||||||
| Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | ||||||||||||
| Redemption limit percentage without prior consent | 0.15 | ||||||||||||
| Minimum net tangible assets required to be maintained upon redemption of public shares | $ 5,000,001 | ||||||||||||
| Redemption period upon closure | 5 days | ||||||||||||
| Maximum allowed dissolution expenses | $ 100,000 | ||||||||||||
| Digital World Acquisition Corp. [Member] | Common Class A [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Stock issued during period, Value, Issued for services | $ 1,437,500 | ||||||||||||
| Temporary equity stock shares subject to redemption | shares | 28,745 | 5,658 | |||||||||||
| Temporary equity redemption value | $ 307,028 | $ 58,916 | |||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.75 | $ 10.4 | $ 10.68 | $ 10.41 | |||||||||
| Digital World Acquisition Corp. [Member] | Earnout Shares [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of shares issued | shares | 40,000,000 | ||||||||||||
| Number of Earnout Period | 3 years | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Common Stock [Member] | Minimum [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of trading days used to determine VWAP | 20 days | ||||||||||||
| Common Stock Shares Issued | shares | 10,000,000 | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Common Stock [Member] | Maximum [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of trading days used to determine VWAP | 30 days | ||||||||||||
| Common Stock Shares Issued | shares | 15,000,000 | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Twelve Point Five [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Share Price | $ / shares | $ 12.5 | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Fifteen [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Share Price | $ / shares | 15 | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Seventeen Point Five [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Share Price | $ / shares | $ 17.5 | ||||||||||||
| Digital World Acquisition Corp. [Member] | Note [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Debt instrument face amount | $ 2,000,000 | ||||||||||||
| Digital World Acquisition Corp. [Member] | Initial Public Offering | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of units sold | shares | 28,750,000 | ||||||||||||
| Purchase price, per unit | $ / shares | $ 10 | ||||||||||||
| Proceeds from Issuance Initial Public Offering | $ 287,500,000 | ||||||||||||
| Offering costs | 23,566,497 | ||||||||||||
| Deferred underwriting commissions | 10,062,500 | ||||||||||||
| Fair value of the representative shares | 1,437,500 | ||||||||||||
| Other offering costs | 4,168,029 | ||||||||||||
| Payments for investment of cash in Trust Account | $ 293,250,000 | ||||||||||||
| Payments for investment of cash in Trust Account, per unit | $ / shares | $ 10.2 | ||||||||||||
| Stock issued during period, Value, Issued for services | $ 7,677,450 | ||||||||||||
| Share transfer between related parties, Value | $ 221,018 | ||||||||||||
| Assets Remaining for Distribution, Value per Share | $ / shares | $ 10.45 | ||||||||||||
| Digital World Acquisition Corp. [Member] | Over-Allotment Option [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of units sold | shares | 3,750,000 | ||||||||||||
| Underwriting option period | 45 days | ||||||||||||
| Digital World Acquisition Corp. [Member] | Merger agreement with TMTG [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Agreed consideration | $ 875,000,000 | ||||||||||||
| True up period after the closing | 90 days | ||||||||||||
| Digital World Acquisition Corp. [Member] | DWAC Merger Sub Inc [Member] | Earnout Shares [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | ||||||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Note [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Debt instrument face amount | $ 1,125,700 | $ 2,875,000 | |||||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Initial Public Offering | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of units sold | shares | 1,133,484 | ||||||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Private Placement | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Number of units sold | shares | 1,133,484 | ||||||||||||
| Purchase price, per unit | $ / shares | $ 10 | ||||||||||||
| Gross proceeds from sale of units | $ 11,334,840 | ||||||||||||
| Digital World Acquisition Corp. [Member] | PIPE Investors [Member] | Private Placement | Series A Convertible Preferred Stock [Member] | |||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||
| Purchase price, per unit | $ / shares | $ 1,000 | ||||||||||||
| Number of shares issued | shares | 1,000,000 | ||||||||||||
| Stock issued during period, value, new issues | $ 1,000,000,000 | ||||||||||||
| X | ||||||||||
- Definition Assets remaining for distribution, value per share . No definition available.
|
| X | ||||||||||
- Definition Amount of consideration agreed to be transferred on merger agreement date. No definition available.
|
| X | ||||||||||
- Definition The minimum number of businesses which the reporting entity must acquire with the net proceeds of the offering. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of fair value of representative shares. No definition available.
|
| X | ||||||||||
- Definition The maximum amount permitted to be paid for dissolution expenses if a business combination is not completed within the specified period. No definition available.
|
| X | ||||||||||
- Definition Represents the minimum net tangible assets upon consummation of the Business Combination. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of net tangible assets required to be maintained upon redemption of temporary equity. No definition available.
|
| X | ||||||||||
- Definition Number of earnout period. No definition available.
|
| X | ||||||||||
- Definition Number of trading days used to determining the volume-weighted average price of common stock. No definition available.
|
| X | ||||||||||
- Definition Offering costs. No definition available.
|
| X | ||||||||||
- Definition The amount of cash outflow for investment of cash in trust account. No definition available.
|
| X | ||||||||||
- Definition Per unit amount deposited in trust account. No definition available.
|
| X | ||||||||||
- Definition Represents the percentage of shares which the reporting entity is obligated to redeem if a business combination is not consummated using the offering proceeds within a specified period. No definition available.
|
| X | ||||||||||
- Definition Period of true up after closing of business consummation. No definition available.
|
| X | ||||||||||
- Definition This represents Proceeds from Sale of Units. No definition available.
|
| X | ||||||||||
- Definition The limit on the percentage of shares which may be redeemed with out prior consent of the reporting entity. No definition available.
|
| X | ||||||||||
- Definition The period of time in which the reporting entity must redeem shares issued pursuant to the offering. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of deferred underwriting commissions. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of other offering costs incurred. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition Temporary equity stock shares subject to redemption. No definition available.
|
| X | ||||||||||
- Definition Represents the underwriting option period. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Percentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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- Definition Per share or per unit amount of equity securities issued. No definition available.
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- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Aggregate amount of redemption requirements for each class or type of redeemable stock classified as temporary equity for each of the five years following the latest balance sheet date. The redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount inversely correlated with the residual value of the entity, or (c) an amount determined by reference to something other than the fair value of issuer's stock. Does not include mandatorily redeemable stock. The exception is if redemption is required upon liquidation or termination of the reporting entity. No definition available.
|
| X | ||||||||||
- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (DWAC) (Details) - Digital World Acquisition Corp. [Member] - USD ($) |
12 Months Ended | |||
|---|---|---|---|---|
Sep. 08, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Aug. 16, 2022 |
|
| Unrecognized Tax Benefits | $ 0 | $ 0 | ||
| Unrecognized tax benefits accrued for interest and penalties | 0 | |||
| Penalties and interest expense related to income taxes | 109,217 | $ 0 | ||
| Federal depository insurance coverage | $ 250,000 | |||
| Percentage Of Excise Tax | 1.00% | |||
| Percentage Of Excise Tax Fair Market Value Of Shares Repurchased | 1.00% | |||
| Initial Public Offering | ||||
| Offering costs | $ 23,566,497 | |||
| Deferred underwriting commissions | 10,062,500 | |||
| Fair value of the representative shares | 1,437,500 | |||
| Other offering costs | 4,168,029 | |||
| Stock issued during period, Value, Issued for services | 7,677,450 | |||
| Share transfer between related parties, Value | 221,018 | |||
| Initial Public Offering | Anchor Investor [Member] | ||||
| Stock issued during period, Value, Issued for services | 7,677,450 | |||
| Initial Public Offering | Officers and Directors [Member] | ||||
| Share transfer between related parties, Value | $ 221,018 | |||
| Class A Common Stock Subject to Redemption [Member] | Initial Public Offering | ||||
| Number of shares issued | 28,750,000 | |||
| X | ||||||||||
- Definition Represents the amount of fair value of representative shares. No definition available.
|
| X | ||||||||||
- Definition Percentage Of excise tax. No definition available.
|
| X | ||||||||||
- Definition Percentage of excise tax of Fair market value of shares repurchased. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of deferred underwriting commissions. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of other offering costs incurred. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition Number of new stock classified as temporary equity issued during the period. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of transaction costs incurred. No definition available.
|
| X | ||||||||||
- Definition The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation. No definition available.
|
| X | ||||||||||
- Definition The sum of the amounts of estimated penalties and interest recognized in the period arising from income tax examinations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Amount of unrecognized tax benefits. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Net Income (Loss) per Share (DWAC) (Details) - USD ($) |
12 Months Ended | |||
|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|||
| Denominator [Abstract] | ||||
| Basic weighted average shares outstanding | 100,000,000 | 100,000,000 | ||
| Diluted weighted average shares outstanding | 100,000,000 | 100,000,000 | ||
| Basic net income (loss) per share of common stock | $ (0.58) | $ 0.51 | ||
| Diluted net income (loss) per share of common stock | [1] | $ (0.58) | $ 0.51 | |
| Digital World Acquisition Corp. [Member] | Redeemable [Member] | ||||
| Numerator [Abstract] | ||||
| Allocation of net income (loss), as adjusted | $ (14,776,927) | $ (11,799,077) | ||
| Denominator [Abstract] | ||||
| Basic weighted average shares outstanding | 30,018,099 | 30,026,614 | ||
| Diluted weighted average shares outstanding | 30,018,099 | 30,026,614 | ||
| Basic net income (loss) per share of common stock | $ (0.49) | $ (0.39) | ||
| Diluted net income (loss) per share of common stock | $ (0.49) | $ (0.39) | ||
| Digital World Acquisition Corp. [Member] | Non Redeemable [Member] | ||||
| Numerator [Abstract] | ||||
| Allocation of net income (loss), as adjusted | $ (7,113,714) | $ (3,843,471) | ||
| Denominator [Abstract] | ||||
| Basic weighted average shares outstanding | 7,187,258 | 7,187,500 | ||
| Diluted weighted average shares outstanding | 7,187,258 | 7,187,500 | ||
| Basic net income (loss) per share of common stock | $ (0.99) | $ (0.53) | ||
| Diluted net income (loss) per share of common stock | $ (0.99) | $ (0.53) | ||
| ||||
| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The earnings that is allocated to common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
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INITIAL PUBLIC OFFERING - Additional Information (DWAC) (Details) - Digital World Acquisition Corp. [Member] |
Sep. 08, 2021
USD ($)
$ / shares
shares
|
|---|---|
| Subsidiary, Sale of Stock [Line Items] | |
| Number of warrants in a unit | shares | 1 |
| Initial Public Offering | |
| Subsidiary, Sale of Stock [Line Items] | |
| Number of units sold | shares | 28,750,000 |
| Purchase price, per unit | $ / shares | $ 10 |
| Proceeds from Issuance Initial Public Offering | $ 287,500,000 |
| Offering costs | 23,566,497 |
| Deferred underwriting commissions | 10,062,500 |
| Fair value of the representative shares | 1,437,500 |
| Other offering costs | 4,168,029 |
| Initial Public Offering | Anchor Investors [Member] | |
| Subsidiary, Sale of Stock [Line Items] | |
| Fair value of the representative shares | 7,677,450 |
| Initial Public Offering | Officers and Directors [Member] | |
| Subsidiary, Sale of Stock [Line Items] | |
| Fair value of the representative shares | $ 221,018 |
| Initial Public Offering | Class A Common Stock | |
| Subsidiary, Sale of Stock [Line Items] | |
| Number of shares in a unit | shares | 1 |
| Initial Public Offering | Class A Common Stock | Public Warrants [Member] | |
| Subsidiary, Sale of Stock [Line Items] | |
| Number of shares issuable per warrant | shares | 1 |
| Exercise price of warrants | $ / shares | $ 11.5 |
| X | ||||||||||
- Definition Represents the amount of fair value of representative shares. No definition available.
|
| X | ||||||||||
- Definition Represents the number of shares in a unit. No definition available.
|
| X | ||||||||||
- Definition Represents the number of warrants in a unit. No definition available.
|
| X | ||||||||||
- Definition Offering costs. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of deferred underwriting commissions. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of other offering costs incurred. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
|
| X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
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PRIVATE PLACEMENT - Additional Information (DWAC) (Details) - Digital World Acquisition Corp. [Member] - USD ($) |
12 Months Ended | |
|---|---|---|
Sep. 08, 2021 |
Dec. 31, 2023 |
|
| Subsidiary, Sale of Stock [Line Items] | ||
| Restrictions on transfer period of time after business combination completion | 30 days | |
| Private Placement [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Restrictions on transfer period of time after business combination completion | 30 days | |
| Private Placement [Member] | Sponsor [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of units sold | 1,133,484 | |
| Purchase price, per unit | $ 10 | |
| Gross proceeds from sale of units | $ 11,334,840 | |
| Cash deposited into Trust Account by related party | 13,203,590 | |
| Exceeds proceeds allocated over the proceeds of the Private Placement | $ 1,869,110 | |
| IPO [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of units sold | 28,750,000 | |
| Purchase price, per unit | $ 10 | |
| IPO [Member] | Sponsor [Member] | ||
| Subsidiary, Sale of Stock [Line Items] | ||
| Number of units sold | 1,133,484 |
| X | ||||||||||
- Definition Exceeds proceeds allocated over the proceeds of the Private Placement. No definition available.
|
| X | ||||||||||
- Definition The amount of cash deposited into trust account by related party. No definition available.
|
| X | ||||||||||
- Definition This represents Proceeds from Sale of Units. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination during which the shares or warrant may not be transferred. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
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RELATED PARTY TRANSACTIONS - Founder Shares (DWAC) (Details) |
12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
|
Sep. 02, 2021
shares
|
Jul. 02, 2021
USD ($)
shares
|
Dec. 31, 2023
d
$ / shares
shares
|
Dec. 31, 2021
USD ($)
shares
|
Dec. 31, 2022
shares
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
Feb. 08, 2021
shares
|
|
| Related Party Transaction [Line Items] | ||||||||
| Common shares, shares issued (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Common shares, shares outstanding | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Digital World Acquisition Corp. [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Restrictions on transfer period of time after business combination completion | 30 days | |||||||
| Digital World Acquisition Corp. [Member] | Class B Common Stock [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Common shares, shares issued (in shares) | 7,187,500 | 7,158,025 | 7,187,500 | |||||
| Common shares, shares outstanding | 7,187,500 | 7,158,025 | 7,187,500 | |||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares issued | 8,625,000 | |||||||
| Aggregate purchase price | $ | $ 25,000 | |||||||
| Share transfer between related parties, Value | $ | $ 221,000 | |||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||||
| Restrictions on transfer period of time after business combination completion | 6 months | |||||||
| Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||
| Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 20 | |||||||
| Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 30 | |||||||
| Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Chief Financial Officer [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares transferred by sponsor | 10,000 | |||||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Director [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares transferred by sponsor | 7,500 | |||||||
| X | ||||||||||
- Definition The expected ownership percentage by the founders after completion of the proposed public offering. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination during which the shares or warrant may not be transferred. No definition available.
|
| X | ||||||||||
- Definition Number of company shares transferred between related parties. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition The number of shares surrendered for no consideration. No definition available.
|
| X | ||||||||||
- Definition The period of time after a business combination which must elapse before consideration of the share price condition for transfer of shares. No definition available.
|
| X | ||||||||||
- Definition The share price threshold that must be achieved in order to waive the restriction on transfer of shares during a restricted period after a business combination. No definition available.
|
| X | ||||||||||
- Definition When determining the condition for transfer of shares without restriction after a business combination, the number of consecutive trading days used to observe the share price. No definition available.
|
| X | ||||||||||
- Definition When determining the condition for transfer of shares without restriction after a business combination, the number of days in which the share price must exceed the specified amount. No definition available.
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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|
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|
RELATED PARTY TRANSACTIONS - Additional Information (DWAC) (Details) |
12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2022
USD ($)
shares
|
Nov. 20, 2023
USD ($)
$ / shares
|
Jun. 02, 2023
USD ($)
$ / shares
|
Apr. 21, 2023
USD ($)
Note
|
Sep. 08, 2022
USD ($)
$ / shares
|
May 12, 2022
USD ($)
$ / shares
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
Feb. 08, 2021
shares
|
|
| Related Party Transaction [Line Items] | ||||||||||
| Common shares, shares outstanding | shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||||
| Digital World Acquisition Corp. [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Expenses recorded | $ 12,240,732 | $ 8,716,023 | ||||||||
| Outstanding | 3,883,945 | 2,875,000 | ||||||||
| Advances - related parties | 41,000 | 525,835 | ||||||||
| Litigation settlement amount awarded to other party | 500,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Digital World Convertible Notes [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Non-interest bearing convertible promissory notes payable | $ 40,000,000 | |||||||||
| Warrants outstanding | shares | 0.5 | |||||||||
| Price per unit | $ / shares | $ 8 | |||||||||
| Outstanding | $ 1,049,945 | $ 500,000 | ||||||||
| Debt instrument conversion price | $ / shares | $ 10 | $ 10 | ||||||||
| Number of convertible notes | Note | 2 | |||||||||
| Digital World Acquisition Corp. [Member] | Digital World Convertible Notes [Member] | Digital World Class A Common Stock [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Common shares, shares outstanding | shares | 1 | |||||||||
| Digital World Acquisition Corp. [Member] | Administrative Support Agreement [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Expenses per month | $ 15,000 | |||||||||
| Expenses recorded | 45,000 | 180,000 | ||||||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | $ 10,000,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | Two Million Dollars Note [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | 2,000,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Founder Shares [Member] | Ten Million Dollars Note [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | 10,000,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Note [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | $ 2,000,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Note [Member] | Digital World Convertible Notes [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | |||||||||
| Digital World Acquisition Corp. [Member] | Administrative Support Agreement with Renatus LLC [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Expenses recorded | 105,000 | 0 | ||||||||
| Digital World Acquisition Corp. [Member] | Agreement with Law Firm [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Note payable | 500,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Working Capital Loan Warrant | 1,000,000 | |||||||||
| Amount paid behalf of the company | 470,835 | |||||||||
| Amount paid directly to the company | 41,000 | |||||||||
| Proceeds From Related Party Advances | 41,000 | 425,835 | ||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Digital World Convertible Notes [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Outstanding | $ 1,125,700 | $ 30,000,000 | ||||||||
| Debt instrument conversion price | $ / shares | $ 10 | $ 10 | $ 10 | |||||||
| Debt instrument face amount | $ 2,875,000 | |||||||||
| Long-Term Debt, Gross | $ 2,875,000 | 2,875,000 | ||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Note [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | $ 1,125,700 | $ 2,875,000 | ||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Note [Member] | Tranche One [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | 625,700 | |||||||||
| Digital World Acquisition Corp. [Member] | Sponsor [Member] | Note [Member] | Tranche Two [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Debt instrument face amount | $ 500,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Director [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Proceeds From Related Party Advances | 0 | 100,000 | ||||||||
| Advances - related parties | 100,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Related Party [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Accounts payable, related parties | 0 | |||||||||
| Digital World Acquisition Corp. [Member] | Related Party [Member] | Administrative Support Agreement [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Accounts payable, related parties | 221,000 | $ 176,000 | ||||||||
| Digital World Acquisition Corp. [Member] | Related Party [Member] | Note [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Outstanding | 1,232,000 | |||||||||
| Digital World Acquisition Corp. [Member] | Sponsor or its affiliates or the Company's officers or directors [Member] | Digital World Convertible Notes [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Non-interest bearing convertible promissory notes payable | 30,000,000 | |||||||||
| Digital World Acquisition Corp. [Member] | To either third parties providing services or making loans to the company or to the sponsor or its affiliates or the company's officers or directors [Member] | Digital World Convertible Notes [Member] | ||||||||||
| Related Party Transaction [Line Items] | ||||||||||
| Non-interest bearing convertible promissory notes payable | $ 10,000,000 | |||||||||
| X | ||||||||||
- Definition Advances due to related parties current . No definition available.
|
| X | ||||||||||
- Definition Amount paid directly to the company. No definition available.
|
| X | ||||||||||
- Definition Amount paid on behalf of the company. No definition available.
|
| X | ||||||||||
- Definition The number of convertible notes. No definition available.
|
| X | ||||||||||
- Definition Proceeds from related party advances . No definition available.
|
| X | ||||||||||
- Definition The contractual monthly amount to be paid for support services. No definition available.
|
| X | ||||||||||
- Definition Amount of Working Capital Loan Warrant. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount awarded to other party in judgment or settlement of litigation. No definition available.
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
|
| X | ||||||||||
- Definition Amount of long-term notes classified as other, payable within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
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| X | ||||||||||
- Details
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COMMITMENTS AND CONTINGENCIES - Additional Information (DWAC) (Details) |
12 Months Ended | |||
|---|---|---|---|---|
|
Jul. 20, 2023
USD ($)
|
Sep. 08, 2021
shares
|
Dec. 31, 2023
USD ($)
Securities
shares
|
Dec. 31, 2022
USD ($)
|
|
| Subsidiary, Sale of Stock [Line Items] | ||||
| Loss contingency accrual provision | $ 0 | |||
| Digital World Acquisition Corp. [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Maximum number of demands for registration of securities | Securities | 3 | |||
| Percentage of cash underwriting discount based on gross proceeds from IPO | (1.25%) | |||
| Aggregate cash underwriting discount if over-allotment is exercised in full | $ 3,593,750 | |||
| Percentage of deferred underwriting commission based on gross proceeds from IPO | (3.50%) | |||
| Deferred underwriting commission | $ 10,062,500 | |||
| Period of right of first refusal from the closing of business combination | 24 months | |||
| Litigation settlement expense greater than actual fees | $ 8,000,000 | |||
| Percentage of litigation settlement expense greater than actual fees | 130.00% | |||
| Settlement In principle amount | $ 18,000,000 | $ 5,100,000 | $ 0 | |
| Digital World Acquisition Corp. [Member] | Cease and Desist Order [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Loss contingency accrual provision | 18,000,000 | |||
| Digital World Acquisition Corp. [Member] | Directors and Officers Liability Insurance [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Malpractice insurance annual coverage limit | 2,500,000 | |||
| Malpractice insurance excess retention amount | 5,000,000 | |||
| Increase decrease In liability | $ 1,100,000 | |||
| Digital World Acquisition Corp. [Member] | Common Class A [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Percentage of shares issuable based on stock issued in IPO | (0.50%) | |||
| Number of shares issuable | shares | 143,750 | |||
| Digital World Acquisition Corp. [Member] | Over-Allotment Option [Member] | ||||
| Subsidiary, Sale of Stock [Line Items] | ||||
| Number of units sold | shares | 3,750,000 | |||
| X | ||||||||||
- Definition Amount of aggregate cash underwriting discount if over-allotment option is exercised in full. No definition available.
|
| X | ||||||||||
- Definition Amount of deferred underwriting commission. No definition available.
|
| X | ||||||||||
- Definition Malpractice insurance excess retention amount. No definition available.
|
| X | ||||||||||
- Definition Litigation settlement expense greater than actual fees. No definition available.
|
| X | ||||||||||
- Definition Malpractice insurance excess retention amount. No definition available.
|
| X | ||||||||||
- Definition Represents the maximum number of demands for registration of securities. No definition available.
|
| X | ||||||||||
- Definition Number of shares issuable as cash underwriting discount. No definition available.
|
| X | ||||||||||
- Definition Percentage of number of shares issuable as cash underwriting discount based on Common stock issued in initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of cash underwriting discount based on gross proceeds received from initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of deferred underwriting commission based on gross proceeds received from initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of litigation settlement expense greater than actual fees. No definition available.
|
| X | ||||||||||
- Definition The period of right to first refusal time from the business combination granted to underwriter. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees. No definition available.
|
| X | ||||||||||
- Definition Amount charged against operating income increasing loss contingency liability, after adjustments to reduce previously estimated charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Annual coverage limit provided by the insurance arrangement for malpractice claims. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (DWAC) (Details) - Digital World Acquisition Corp. [Member] - $ / shares |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Legal Entity [Line Items] | ||
| Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
| Preferred shares, shares issued | 0 | 0 |
| Preferred shares, shares outstanding | 0 | 0 |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
STOCKHOLDERS' DEFICIT - Common Stock Shares (DWAC) (Details) |
12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
|
Sep. 02, 2021
shares
|
Dec. 31, 2023
USD ($)
Vote
$ / shares
shares
|
Dec. 31, 2022
$ / shares
shares
|
Feb. 16, 2023
shares
|
Jan. 31, 2022
$ / shares
shares
|
Oct. 31, 2021
$ / shares
shares
|
Sep. 08, 2021
shares
|
Feb. 08, 2021
$ / shares
shares
|
|
| Class of Stock [Line Items] | ||||||||
| Common shares, shares authorized (in shares) | 120,000,000 | 120,000,000 | 1,000,000,000 | 120,000,000 | 110,000,000 | |||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||
| Common shares, shares issued (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Common shares, shares outstanding (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Digital World Acquisition Corp. [Member] | Class A Common Stock Not Subject to Redemption [Member] | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares issued (in shares) | 1,277,234 | 1,277,234 | ||||||
| Common shares, shares outstanding (in shares) | 1,277,234 | 1,277,234 | ||||||
| Digital World Acquisition Corp. [Member] | Class A Common Stock Subject to Redemption [Member] | ||||||||
| Class of Stock [Line Items] | ||||||||
| Class A common stock subject to possible redemption, issued (in shares) | 28,715,597 | 28,744,342 | ||||||
| Class A common stock subject to possible redemption, outstanding (in shares) | 28,715,597 | 28,744,342 | ||||||
| Digital World Acquisition Corp. [Member] | Class A Common Stock | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
| Common shares, votes per share | Vote | 1 | |||||||
| Class A common stock subject to possible redemption, issued (in shares) | 28,715,597 | 28,750,000 | 143,750 | |||||
| Class A common stock subject to possible redemption, outstanding (in shares) | 28,715,597 | 28,750,000 | ||||||
| Issuance of Class A common stock to representative | $ | $ 1,437,500 | |||||||
| Issuance of Class A common stock to representative (in shares) | 1,277,234 | 1,277,234 | ||||||
| Digital World Acquisition Corp. [Member] | Class B Common Stock | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||||||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
| Common shares, votes per share | Vote | 1 | |||||||
| Common shares, shares issued (in shares) | 7,187,500 | 7,158,025 | 7,187,500 | |||||
| Common shares, shares outstanding (in shares) | 7,187,500 | 7,158,025 | 7,187,500 | |||||
| Transferred shares to qualified institutional buyers | 1,650,000 | |||||||
| Ratio to be applied to the stock in the conversion | 0.20 | |||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Stock conversion basis at time of business combination | 1 | |||||||
| X | ||||||||||
- Definition The number of votes that each common share is entitled. No definition available.
|
| X | ||||||||||
- Definition The ratio to be applied to the stock in a conversion of convertible stock. No definition available.
|
| X | ||||||||||
- Definition Average number of shares or units issued and outstanding shares were transferred. No definition available.
|
| X | ||||||||||
- Definition The number of shares surrendered for no consideration. No definition available.
|
| X | ||||||||||
- Definition Ratio applied to the conversion of stock, for example but not limited to, one share converted to two or two shares converted to one. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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STOCKHOLDERS' DEFICIT - Warrants (DWAC) (Details) - Digital World Acquisition Corp. [Member] |
12 Months Ended |
|---|---|
|
Dec. 31, 2023
$ / shares
| |
| Class of Warrant or Right [Line Items] | |
| Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% |
| Trading day period to calculate volume weighted average trading price following notice of redemption | 30 days |
| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | |
| Class of Warrant or Right [Line Items] | |
| Redemption trigger price will be adjusted (per share) | $ 18 |
| Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% |
| Public Warrants [Member] | |
| Class of Warrant or Right [Line Items] | |
| Warrant exercise period condition one | 30 days |
| Public Warrants expiration term | 5 years |
| Threshold trading days for redemption of public warrants | 20 days |
| Share Price | $ 9.2 |
| Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 0.60 |
| Public Warrants [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 [Member] | |
| Class of Warrant or Right [Line Items] | |
| Redemption price per public warrant (in dollars per share) | $ 0.01 |
| Redemption period | 30 days |
| Warrant redemption condition minimum share price | $ 18 |
| X | ||||||||||
- Definition Percentage of adjustment of redemption price of stock based on market value and newly issued price. No definition available.
|
| X | ||||||||||
- Definition Threshold number of specified trading days for stock price trigger considered for redemption of warrants. No definition available.
|
| X | ||||||||||
- Definition Redemption price per share or per unit of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition The per share value of Adjusted redemption trigger price. No definition available.
|
| X | ||||||||||
- Definition The ratio of gross proceeds from a future offering to total equity proceeds which is used to measure whether dilution of the warrant has occurred. If aggregate gross proceeds from a new offering exceeds a specified percentage of total equity proceeds, the warrant exercise price will be adjusted. No definition available.
|
| X | ||||||||||
- Definition Redemption period. No definition available.
|
| X | ||||||||||
- Definition Trading day period following the date on which notice of redemption is sent to holders of warrants to calculate the volume weighted average trading price of shares, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination before a warrant may be exercised. No definition available.
|
| X | ||||||||||
- Definition The minimum trading price for the reporting entity's stock which must be achieved as a condition for redemption of the warrant. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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|
TAXES - Summary of Company's Net Deferred Tax Assets (DWAC) (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Deferred Tax Assets, Net [Abstract] | ||
| Net operating losses | $ 9,474,744 | $ 4,478,110 |
| Total deferred tax assets | 13,688,500 | 6,288,600 |
| Valuation Allowance | (13,682,300) | (1,797,200) |
| Deferred tax asset, net of allowance | 0 | 0 |
| Digital World Acquisition Corp. [Member] | ||
| Deferred Tax Assets, Net [Abstract] | ||
| Net operating losses | 0 | 0 |
| Legal settlement | 4,562,100 | 0 |
| Start-up costs | 8,716,458 | 5,190,046 |
| Total deferred tax assets | 13,278,558 | 5,190,046 |
| Valuation Allowance | (13,278,558) | (5,190,046) |
| Deferred tax asset, net of allowance | $ 0 | $ 0 |
| X | ||||||||||
- Definition Deferred tax assets start up costs. No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from the estimated loss from legal settlements. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
TAXES - Summary of Income Tax Provision (DWAC) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Federal | ||
| Income tax provision | $ 1,100 | $ 200 |
| Digital World Acquisition Corp. [Member] | ||
| Federal | ||
| Current | (3,742,611) | (3,078,967) |
| Deferred | 0 | 0 |
| State and local Current | (796,963) | (637,053) |
| Deferred | 0 | 0 |
| Change in valuation allowance | 8,088,176 | 4,695,494 |
| Income tax provision | $ 3,548,602 | $ 979,475 |
| X | ||||||||||
- Definition Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
TAXES - Summary of Reconciliation of Federal Income Tax Rate (DWAC) (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Legal Entity [Line Items] | ||
| Federal income taxes | 21.00% | |
| Digital World Acquisition Corp. [Member] | ||
| Legal Entity [Line Items] | ||
| Federal income taxes | 21.00% | 21.00% |
| State tax, net of Federal benefit | 4.35% | 4.35% |
| Change in valuation allowance | (44.10%) | (32.03%) |
| Other | (0.60%) | 0.00% |
| Provision for income tax | (19.35%) | (6.68%) |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
TAXES - Summary of Reconciliation of Federal Income Tax Rate (Parenthetical) (DWAC) (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Legal Entity [Line Items] | ||
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |
| Digital World Acquisition Corp. [Member] | ||
| Legal Entity [Line Items] | ||
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
TAXES - Additional Information (DWAC) (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Federal statutory income tax rate | 21.00% | |
| Digital World Acquisition Corp. [Member] | ||
| Change in valuation allowance | $ 8,088,176 | $ 4,695,494 |
| Federal statutory income tax rate | 21.00% | 21.00% |
| Digital World Acquisition Corp. [Member] | Domestic And State Authority [Member] | ||
| Operating loss carry forwards | $ 0 | $ 0 |
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SUBSEQUENT EVENTS (DWAC) (Details) |
12 Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 22, 2024
$ / shares
shares
|
Mar. 18, 2024
USD ($)
|
Mar. 08, 2024 |
Mar. 05, 2024 |
Feb. 27, 2024
USD ($)
|
Feb. 08, 2024
USD ($)
$ / shares
shares
|
Feb. 07, 2024
$ / shares
shares
|
Feb. 06, 2024
USD ($)
PromissoryNote
|
Jan. 22, 2024
USD ($)
$ / shares
shares
|
Oct. 20, 2023 |
Sep. 08, 2021
$ / shares
shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 31, 2022
USD ($)
$ / shares
shares
|
Mar. 26, 2024 |
Feb. 21, 2024
USD ($)
|
Jan. 18, 2024
USD ($)
|
Dec. 29, 2023
USD ($)
|
Dec. 28, 2023
USD ($)
|
Nov. 24, 2023
USD ($)
|
Nov. 20, 2023
$ / shares
|
Sep. 05, 2023
$ / shares
shares
|
Aug. 23, 2023
USD ($)
|
Jul. 07, 2023
USD ($)
|
Jun. 26, 2023
USD ($)
|
Jun. 06, 2023
USD ($)
|
Nov. 22, 2022
$ / shares
shares
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
Feb. 08, 2021
shares
|
|
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Common shares, shares issued | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||||||||||||||||||||||
| Common shares, shares outstanding | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||||||||||||||||||||||
| Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Aggregate principal amount | $ | $ 40,700,000 | $ 38,200,000 | $ 1,000,000 | $ 500,000 | $ 500,000 | $ 2,500,000 | $ 6,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||
| Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Aggregate principal amount | $ | $ 1,000,000 | $ 1,205,000 | |||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of warrants in a unit | 1 | ||||||||||||||||||||||||||||
| Term of plaintiff allegation | 6 months | ||||||||||||||||||||||||||||
| Amount drawn | $ | $ 1,773,000 | $ 503,441 | |||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Public Stockholders [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Ownership percentage | 21.90% | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Temporary equity stock shares subject to redemption | 28,745 | 5,658 | |||||||||||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.75 | $ 10.4 | $ 10.68 | $ 10.41 | |||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Digital World Class A Common Stock [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Common shares, shares outstanding | 1 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | IPO [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares in a unit | 1 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | IPO [Member] | Common Class A [Member] | Public Warrants [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issuable per warrant | 1 | ||||||||||||||||||||||||||||
| Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of promissory notes | PromissoryNote | 6 | ||||||||||||||||||||||||||||
| Debt instrument interest rate | 0.00% | ||||||||||||||||||||||||||||
| Temporary equity stock shares subject to redemption | 4,939 | ||||||||||||||||||||||||||||
| Temporary equity, par value (per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.92 | ||||||||||||||||||||||||||||
| Common shares, shares issued | 136,700,583 | ||||||||||||||||||||||||||||
| Common shares, shares outstanding | 136,700,583 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | President [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Ownership percentage | 57.30% | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Convertible Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Amount drawn | $ | $ 40,000,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Public Warrants [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Common stock in connection with future issuance | 46,250,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Private Warrants [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Warrants issuable in connection with digital world alternative financing notes | 3,125,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Patrick Orlando [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Conversion rate | 2 | 1.34 | |||||||||||||||||||||||||||
| Penalty amount | $ | $ 18,000,000 | ||||||||||||||||||||||||||||
| Claimed conversion rate | 1.78 | ||||||||||||||||||||||||||||
| Period for court to resolve action | 150 days | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Debt instrument interest rate | 8.00% | ||||||||||||||||||||||||||||
| Number of warrants in a unit | 0.5 | ||||||||||||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 8 | ||||||||||||||||||||||||||||
| Number of redemption right notice days | 10 days | ||||||||||||||||||||||||||||
| Percentage of redemption price | 130.00% | ||||||||||||||||||||||||||||
| Number of trading days | 3 days | ||||||||||||||||||||||||||||
| Number of Consecutive Trading Days | 15 days | ||||||||||||||||||||||||||||
| Percentage of investors commitment | 20.00% | ||||||||||||||||||||||||||||
| Percentage of final drawdown of investors commitment | 80.00% | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issued indemnification provisions under merger agreement | 614,640 | ||||||||||||||||||||||||||||
| Number of shares issued pursuant to disputed shares escrow agreement | 4,667,033 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Common Class A [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares in a unit | 1 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Digital World Class A Common Stock [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares in a unit | 1 | ||||||||||||||||||||||||||||
| Number of warrants in a unit | 0.5 | ||||||||||||||||||||||||||||
| Temporary equity, par value (per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 11.5 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Digital World Class B Common Stock [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Convertible notes issued (in shares) | 1.348 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Aggregate principal amount | $ | $ 770,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Maximum [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Aggregate principal amount | $ | $ 50,000,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Board of Directors and Officers [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Debt instrument interest rate | 0.00% | ||||||||||||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | ||||||||||||||||||||||||||||
| Convertible notes issued (in shares) | 9,651,250 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Renatus LLC [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Amount drawn | $ | $ 625,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Warrant Subscription Agreement [Member] | IPO [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Warrants issued (in shares) | 3,050,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Warrant Subscription Agreement [Member] | IPO [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issuable per warrant | 1 | ||||||||||||||||||||||||||||
| Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Services Agreement [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Expense reimbursement claim | $ | $ 1,000,000 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Trump Media Technology Group Securityholders [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issued | 95,354,534 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Trump Media Technology Group Convertible Notes Holder [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issued | 7,854,534 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Digital World Convertible Notes Holder [Member] | Private Warrants [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issued | 3,424,510 | ||||||||||||||||||||||||||||
| Digital World Acquisition Corp. [Member] | Subsequent Event [Member] | Digital World Convertible Notes Holder [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||
| Number of shares issued | 1,709,145 | ||||||||||||||||||||||||||||
| X | ||||||||||
- Definition The amount breach of fiduciary duty penalty. No definition available.
|
| X | ||||||||||
- Definition Number of warrants or rights issued during the period. No definition available.
|
| X | ||||||||||
- Definition Ratio applied to the conversion of contingency claimed. No definition available.
|
| X | ||||||||||
- Definition The period in which the plaintiff alleges realized profits were made from sales. No definition available.
|
| X | ||||||||||
- Definition Represents minimum notice period for units available for redemption in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Number of consecutive trading days for common stock price to exceed threshold, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents the number of promissory notes. No definition available.
|
| X | ||||||||||
- Definition Represents the number of shares in a unit. No definition available.
|
| X | ||||||||||
- Definition Number of trading days for common stock price to exceed threshold, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Represents the number of warrants in a unit. No definition available.
|
| X | ||||||||||
- Definition The parent entity's interest in net assets of the expressed as a percentage. No definition available.
|
| X | ||||||||||
- Definition The percentage of remaining drawdown of investor's commitment amount. No definition available.
|
| X | ||||||||||
- Definition The percentage of applicable investor's commitment amount. No definition available.
|
| X | ||||||||||
- Definition Period in which court can resolve action. No definition available.
|
| X | ||||||||||
- Definition Number of shares deposited into escrow pursuant to indemnification provisions under the merger agreement. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued pursuant to disputed shares escrow agreement. No definition available.
|
| X | ||||||||||
- Definition Temporary equity stock shares subject to redemption. No definition available.
|
| X | ||||||||||
- Definition Warrants issuable in connection with digital world alternative financing notes during the period. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
|
| X | ||||||||||
- Definition Aggregate number of common shares reserved for future issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Ratio applied to the conversion of debt instrument into equity with equity shares divided by debt principal amount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage price of original principal amount of debt at which debt can be redeemed by the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount due in settlement of a claim for reimbursement from an insurance company when the Company has suffered a loss covered under an insurance policy. No definition available.
|
| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Liquidity and Going Concern (Details) |
12 Months Ended | 35 Months Ended | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 29, 2023
USD ($)
|
Dec. 28, 2023
USD ($)
|
Dec. 22, 2023
USD ($)
|
Dec. 21, 2023
USD ($)
|
Nov. 24, 2023
USD ($)
|
Nov. 20, 2023
Defendant
|
Oct. 30, 2023 |
Sep. 05, 2023 |
Jul. 20, 2023
Defendant
|
Jul. 07, 2023
USD ($)
|
Jun. 29, 2023
USD ($)
Individual
|
Jun. 26, 2023
USD ($)
|
Dec. 31, 2023
USD ($)
Note
shares
|
Dec. 31, 2022
USD ($)
shares
|
Dec. 31, 2023
USD ($)
shares
|
Aug. 23, 2023
USD ($)
|
Jun. 06, 2023
USD ($)
|
Feb. 16, 2023
shares
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
|
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Cash from operations | $ (9,733,500) | $ (24,201,500) | $ 37,732,000 | |||||||||||||||||
| Proceeds from issuance of convertible promissory notes | $ 3,500,000 | $ 15,360,000 | $ 40,460,000 | |||||||||||||||||
| Common stock, shares authorized (in shares) | shares | 120,000,000 | 120,000,000 | 120,000,000 | 1,000,000,000 | 120,000,000 | 110,000,000 | ||||||||||||||
| Outstanding demands for repayment | $ 1,000,000 | $ 0 | ||||||||||||||||||
| Number of renewed additional days | 180 days | |||||||||||||||||||
| Number of individuals | Individual | 3 | |||||||||||||||||||
| Number of defendants | Defendant | 20 | 3 | ||||||||||||||||||
| Initial business combination aggregate term | 12 months | |||||||||||||||||||
| Number of defendant agreed to resolve dispute | Defendant | 1 | |||||||||||||||||||
| Convertible Promissory Note [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | Jun. 29, 2025 | Jul. 24, 2023 | Jun. 23, 2023 | May 19, 2023 | ||||||||||||||||
| Outstanding demands for repayment | $ 0 | |||||||||||||||||||
| Face amount | $ 1,000,000 | $ 500,000 | $ 500,000 | $ 6,000,000 | $ 2,000,000 | $ 40,700,000 | $ 38,200,000 | $ 40,700,000 | $ 2,500,000 | $ 2,000,000 | ||||||||||
| Extended maturity date | Aug. 18, 2024 | Jun. 23, 2024 | May 19, 2024 | |||||||||||||||||
| Additional face amount | $ 500,000 | |||||||||||||||||||
| First Convertible Promissory Notes [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | Dec. 24, 2024 | May 31, 2023 | ||||||||||||||||||
| Face amount | $ 4,200,000 | |||||||||||||||||||
| Second Convertible Promissory Notes [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | Aug. 03, 2023 | |||||||||||||||||||
| Face amount | $ 2,000,000 | |||||||||||||||||||
| Repayments of debt | $ 1,000,000 | |||||||||||||||||||
| Number of business days | 5 days | |||||||||||||||||||
| Other Convertible Promissory Notes [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Face amount | $ 14,293,000 | 14,293,000 | ||||||||||||||||||
| Number of Other Promissory Notes | Note | 8 | |||||||||||||||||||
| Broker's Note One [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | May 07, 2023 | |||||||||||||||||||
| Face amount | $ 140,000 | 140,000 | ||||||||||||||||||
| Broker's Note Two [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | May 26, 2023 | |||||||||||||||||||
| Face amount | $ 67,000 | $ 67,000 | ||||||||||||||||||
| Minimum [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Debt term | 18 months | |||||||||||||||||||
| Accrued interest rate | 5.00% | 5.00% | ||||||||||||||||||
| Bridge funding leading for merger | $ 5,000,000 | |||||||||||||||||||
| Minimum [Member] | Other Convertible Promissory Notes [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | Jun. 30, 2023 | |||||||||||||||||||
| Maximum [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Debt term | 36 months | |||||||||||||||||||
| Accrued interest rate | 10.00% | 10.00% | ||||||||||||||||||
| Bridge funding leading for merger | $ 60,000,000 | |||||||||||||||||||
| Maximum [Member] | Other Convertible Promissory Notes [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Maturity date | Nov. 23, 2023 | |||||||||||||||||||
| Settlement Agreement [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Paid to former employee | $ 25,000 | |||||||||||||||||||
| Guarantee Rumble Agreement [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Percentage of gross revenue from sale | 70.00% | |||||||||||||||||||
| Guarantee Rumble Agreement [Member] | Minimum [Member] | ||||||||||||||||||||
| Liquidity and Going Concern [Abstract] | ||||||||||||||||||||
| Percentage of aggregate number of paid advertisements | 0.85 | |||||||||||||||||||
| X | ||||||||||
- Definition Interest rate accrued per annum. No definition available.
|
| X | ||||||||||
- Definition Additional face (par) amount of debt instrument at time of issuance. No definition available.
|
| X | ||||||||||
- Definition The amount of bridge funding required depending on convertible note maturity dates for merger. No definition available.
|
| X | ||||||||||
- Definition Extended date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. No definition available.
|
| X | ||||||||||
- Definition Period of Business Combination, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
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- Definition The automatic renewal term of license agreement, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
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- References No definition available.
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- Definition 'The number of business days as disclosed in the Proxy Statement, relating to the extraordinary general meeting of shareholders (the "Extension Meeting"), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the "Lender") will contribute to the Company as a loan, of one year, five months, and thirteen days. No definition available.
|
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- Definition Number of defendants named in a legal action. No definition available.
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- Definition Number of individuals. No definition available.
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| X | ||||||||||
- Definition The number of other promissory notes. No definition available.
|
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- Definition Percentage of aggregate number of paid advertisements. No definition available.
|
| X | ||||||||||
- Definition Percentage of total aggregate gross revenues from the sale. No definition available.
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| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Number of defendants named in a legal action. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of cash paid for the settlement of litigation or for other legal issues during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash outflow for short-term and long-term debt. Excludes payment of lease obligation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Useful Lives for Property, Plant and Equipment (Details) - Furniture and Computer Equipment [Member] |
Dec. 31, 2023 |
|---|---|
| Minimum [Member] | |
| Property, Plant and Equipment [Abstract] | |
| Estimated useful lives | 2 years |
| Maximum [Member] | |
| Property, Plant and Equipment [Abstract] | |
| Estimated useful lives | 5 years |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
| X | ||||||||||
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Capitalized Software Costs (Details) |
Dec. 31, 2023
USD ($)
|
|---|---|
| Capitalized Software Costs [Abstract] | |
| Capitalized software costs | $ 0 |
| Minimum [Member] | |
| Capitalized Software Costs [Abstract] | |
| Estimated useful life | 5 years |
| Maximum [Member] | |
| Capitalized Software Costs [Abstract] | |
| Estimated useful life | 10 years |
| X | ||||||||||
- Definition The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
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| X | ||||||||||
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Commitments and Contingencies (Details) $ in Thousands |
Dec. 31, 2023
USD ($)
|
|---|---|
| Accounting Policies [Abstract] | |
| Loss contingencies | $ 0 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of loss contingency liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
ACQUISITION (Details) |
Oct. 31, 2021 |
|---|---|
| T Media Tech LLC [Member] | |
| Business Combination, Description [Abstract] | |
| Ownership percentage | 100.00% |
| X | ||||||||||
- Definition Percentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Property, Plant and Equipment, Net [Abstract] | ||
| Accumulated depreciation | $ (126,100) | $ (65,700) |
| Property, plant and equipment, net | 29,200 | 87,400 |
| Furniture and Fixtures [Member] | ||
| Property, Plant and Equipment, Net [Abstract] | ||
| Property, plant and equipment, gross | 34,500 | 34,500 |
| Computer Equipment [Member] | ||
| Property, Plant and Equipment, Net [Abstract] | ||
| Property, plant and equipment, gross | $ 120,800 | $ 118,600 |
| X | ||||||||||
- Definition Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
LEASES (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Minimum Commitment Under Company leases [Abstract] | ||
| Next year | $ 193,500 | $ 201,300 |
| Year 2-5 | 217,100 | 397,500 |
| Total | $ 410,600 | $ 598,800 |
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid From second fiscal year to fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). No definition available.
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
INCOME TAXES, Income Tax Benefit (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Tax Disclosure [Abstract] | ||
| U.S. Federal statutory income tax rate | 21.00% | |
| Income Tax Expense [Abstract] | ||
| U.S. Statutory federal income tax expense/(benefit) | $ (12,219,700) | $ 10,610,000 |
| Permanent Items [Abstract] | ||
| State income taxes, net of federal effect | 1,100 | 2,633,100 |
| Non-deductible expenses | 334,600 | 3,000 |
| Change in valuation allowance | 11,885,100 | (13,245,900) |
| Income tax provision | $ 1,100 | $ 200 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to state and local income tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
INCOME TAXES, Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Deferred tax assets [Abstract] | ||
| Software and other claimed assets | $ 360,600 | $ 1,810,500 |
| Net operating loss (NOL) | 9,474,744 | 4,478,110 |
| Convertible promissory notes and derivative liability | 3,853,200 | 0 |
| Total deferred tax assets | 13,688,500 | 6,288,600 |
| Deferred tax liabilities [Abstract] | ||
| Property, plant & equipment | (6,200) | (18,200) |
| Convertible promissory notes and derivative liability | 0 | (4,473,200) |
| Total deferred tax liabilities | (6,200) | (4,491,400) |
| Net deferred tax assets | 13,682,300 | 1,797,200 |
| Valuation allowance | (13,682,300) | (1,797,200) |
| Net deferred tax, net of valuation allowance | $ 0 | $ 0 |
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from convertible promissory notes and derivative liability. No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from software and other claimed assets. No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from convertible promissory notes and derivative liability. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
May 31, 2022 |
Mar. 31, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Other Income, Related Party Receivable and Payable [Abstract] | |||||
| Interest charges | $ 39,429,100 | $ 2,038,700 | |||
| Licensing Agreement [Member] | |||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||
| Proceeds from related party | $ 95,518,000 | ||||
| Repayment from related party | $ 95,518,000 | ||||
| Related Party [Member] | Licensing Agreement [Member] | |||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||
| Other income | 0 | $ 0 | $ 2,123,296,000 | ||
| Other receivable | 23,296,000 | ||||
| Related party sale cost | $ 0 | ||||
| Interest charges | $ 0 | ||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of income related to nonoperating activities, classified as other. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount due from parties in nontrade transactions, classified as other. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount included in cost of sales related to transactions with related parties incurred and recorded in the statement of operations for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
CONVERTIBLE PROMISSORY NOTES, Summary of Convertible Promissory Notes (Details) - USD ($) |
12 Months Ended | 35 Months Ended | |
|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 18 months | ||
| Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 36 months | ||
| Convertible Promissory Notes 1-7 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 5,340,000 | $ 5,340,000 | $ 5,340,000 |
| Debt maturity term | 24 months | ||
| Debt instrument interest rate | 5.00% | 5.00% | |
| Debt instrument, convertible, conversion price | $ 4 | $ 4 | |
| Convertible Promissory Notes 1-2 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible conversion price percentage of initial public offering stock price | 40.00% | 40.00% | |
| Convertible Promissory Notes 3-7 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible conversion price percentage of initial public offering stock price | 40.00% | 40.00% | |
| Convertible Promissory Notes 8-12 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 17,500,000 | $ 17,500,000 | 17,500,000 |
| Convertible Promissory Notes 8-12 [Member] | Merger agreement with TMTG [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible price minimum percentage of stock price applied | 50.00% | 50.00% | |
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Price One [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 25 | $ 25 | |
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Price Two [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | 21 | 21 | |
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Price Three [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | 20 | $ 20 | |
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Threshold Stock Price Trigger One [Member] | Merger agreement with TMTG [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible stock price trigger | 50 | ||
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Threshold Stock Price Trigger Two [Member] | Merger agreement with TMTG [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible stock price trigger | 42 | ||
| Convertible Promissory Notes 8-12 [Member] | Debt Instrument Conversion Threshold Stock Price Trigger Three [Member] | Merger agreement with TMTG [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible stock price trigger | $ 40 | ||
| Convertible Promissory Notes 8-12 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 18 months | ||
| Debt instrument interest rate | 5.00% | 5.00% | |
| Convertible Promissory Notes 8-12 [Member] | Minimum [Member] | Merger agreement with TMTG [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 10 | $ 10 | |
| Convertible Promissory Notes 8-12 [Member] | Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 36 months | ||
| Debt instrument interest rate | 10.00% | 10.00% | |
| Convertible Promissory Notes 13-19 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 17,860,000 | $ 17,860,000 | $ 15,360,000 |
| Debt maturity term | 18 months | ||
| Convertible Promissory Notes 13-19 [Member] | Debt Instrument Conversion Price One [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 25 | $ 25 | |
| Convertible Promissory Notes 13-19 [Member] | Debt Instrument Conversion Price Two [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 21 | $ 21 | |
| Convertible Promissory Notes 13-19 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument interest rate | 5.00% | 5.00% | |
| Convertible Promissory Notes 13-19 [Member] | Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument interest rate | 10.00% | 10.00% | |
| Convertible Promissory Notes 20 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 500,000 | $ 500,000 | |
| Debt maturity term | 18 months | ||
| Debt instrument interest rate | 10.00% | 10.00% | |
| Debt instrument convertible price minimum percentage of stock price applied | 50.00% | 50.00% | |
| Convertible Promissory Notes 20 [Member] | Debt Instrument Conversion Price One [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 25 | $ 25 | |
| Convertible Promissory Notes 20 [Member] | Debt Instrument Conversion Price Two [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | 21 | 21 | |
| Convertible Promissory Notes 20 [Member] | Debt Instrument Conversion Threshold Stock Price Trigger One [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible stock price trigger | 50 | ||
| Convertible Promissory Notes 20 [Member] | Debt Instrument Conversion Threshold Stock Price Trigger Two [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument convertible stock price trigger | 42 | ||
| Convertible Promissory Notes 20 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument, convertible, conversion price | $ 10 | $ 10 | |
| Convertible Promissory Notes Liability Component [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument effective rate percentage | 16.30% | 16.30% | |
| Convertible Promissory Notes Liability Component [Member] | Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument effective rate percentage | 100.00% | 100.00% |
| X | ||||||||||
- Definition The percentage of the initial public offering stock price that is converted into debt instrument convertible convertible price. No definition available.
|
| X | ||||||||||
- Definition The minimum percentage of stock price required for conversion of convertible debt instruments. No definition available.
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Price of the entity's common stock which would be required to be attained for the conversion feature embedded in the debt instrument to become effective. No definition available.
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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- Details
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- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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CONVERTIBLE PROMISSORY NOTES, Convertible promissory notes (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 29, 2023 |
Dec. 28, 2023 |
Nov. 24, 2023 |
Aug. 23, 2023 |
Jul. 07, 2023 |
Jun. 26, 2023 |
Jun. 06, 2023 |
Dec. 31, 2022 |
|---|---|---|---|---|---|---|---|---|---|
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||||||||
| Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Less: Short-term Derivative Liability Component, Derivative Liability Component | Less: Short-term Derivative Liability Component, Derivative Liability Component | |||||||
| Less: Short-term liability component | $ (42,415,500) | $ (4,123,900) | |||||||
| Liability component | 2,931,500 | 0 | |||||||
| Embedded feature Component [Abstract] | |||||||||
| Less: Short-term Derivative Liability Component | (17,282,500) | (14,905,300) | |||||||
| Derivative Liability Component | 1,120,300 | 0 | |||||||
| Convertible Promissory Notes 1-7 [Member] | |||||||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||||||||
| Debt instrument face amount | 5,340,000 | 5,340,000 | |||||||
| Convertible Promissory Notes 8 -12 [Member] | |||||||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||||||||
| Debt instrument face amount | 17,500,000 | 17,500,000 | |||||||
| Convertible Promissory Notes 13 -19 [Member] | |||||||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||||||||
| Debt instrument face amount | 17,860,000 | 15,360,000 | |||||||
| Convertible Promissory Note [Member] | |||||||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||||||||
| Debt instrument face amount | 40,700,000 | $ 1,000,000 | $ 500,000 | $ 500,000 | $ 2,500,000 | $ 6,000,000 | $ 2,000,000 | $ 2,000,000 | 38,200,000 |
| Debt Issuance costs | (240,000) | (240,000) | |||||||
| Nominal value of Convertible Promissory Notes | 40,460,000 | 37,960,000 | |||||||
| Derivative liability Component | 37,234,800 | 36,528,700 | |||||||
| Liability component at date of issue | 3,225,200 | 1,431,300 | |||||||
| Interest charged | 42,121,700 | 2,692,600 | |||||||
| Interest paid | 0 | 0 | |||||||
| Total Liability component | 45,347,000 | 4,123,900 | |||||||
| Less: Short-term liability component | (42,415,500) | (4,123,900) | |||||||
| Liability component | 2,931,500 | 0 | |||||||
| Embedded feature Component [Abstract] | |||||||||
| Derivative liability Component | 37,234,800 | 36,528,700 | |||||||
| Change in fair value of Embedded derivative | (18,831,900) | (21,623,400) | |||||||
| Total Derivative Liability Component | 18,402,900 | 14,905,300 | |||||||
| Less: Short-term Derivative Liability Component | (17,282,500) | (14,905,300) | |||||||
| Derivative Liability Component | $ 1,120,300 | $ 0 |
| X | ||||||||||
- Definition Aggregate change in the fair value of the embedded derivative or group of embedded derivatives included in earnings in the period. No definition available.
|
| X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense for debt. No definition available.
|
| X | ||||||||||
- Definition Amount of aggregate cash paid for interest . No definition available.
|
| X | ||||||||||
- Definition Amount of the cost of instrument liability component for debt. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt issuance costs. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Indicates line item in statement of financial position that includes derivative liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value as of the balance sheet date of the embedded derivative or group of embedded derivatives classified as a liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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FAIR VALUE MEASUREMENT (Details) - USD ($) |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Current Liabilites [Abstract] | ||
| Derivative liability | $ 17,282,500 | $ 14,905,300 |
| Liabilities [Abstract] | ||
| Derivative Liability | 1,120,300 | 0 |
| Level 2 [Member] | ||
| Cash [Abstract] | ||
| Cash | 2,572,700 | 9,808,400 |
| Level 3 [Member] | ||
| Current Liabilites [Abstract] | ||
| Convertible prommisory notes | 42,415,500 | |
| Derivative liability | 17,282,500 | |
| Liabilities [Abstract] | ||
| Convertible prommisory notes | 2,931,500 | 4,123,900 |
| Derivative Liability | $ 1,120,300 | $ 14,905,300 |
| X | ||||||||||
- Definition Fair value portion of Convertible prommisory notes. No definition available.
|
| X | ||||||||||
- Definition Fair value portion of Convertible prommisory notes. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. No definition available.
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
STOCKHOLDERS' EQUITY (Details) - $ / shares |
Dec. 31, 2023 |
Feb. 16, 2023 |
Dec. 31, 2022 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
|---|---|---|---|---|---|---|
| Common Stock [Abstract] | ||||||
| Capital stock authorized (in shares) | 11,000 | |||||
| Common shares, shares authorized (in shares) | 120,000,000 | 1,000,000,000 | 120,000,000 | 120,000,000 | 110,000,000 | |
| Common shares, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
| Common shares, shares issued (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |
| Common shares, shares outstanding (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |
| Common stock, shares reclassified (in shares) | 10,000 | |||||
| Equity Incentive Plan [Member] | ||||||
| Common Stock [Abstract] | ||||||
| Common shares, shares authorized (in shares) | 7,500,000 | 7,500,000 | 1,000 |
| X | ||||||||||
- Definition Number of shares reclassified into common stock. No definition available.
|
| X | ||||||||||
- Definition Number of authorized capital units or capital shares. This element is relevant to issuers of face-amount certificates and registered investment companies. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2022 |
Dec. 31, 2023 |
|
| Commitments and Contingencies Disclosure [Abstract] | ||
| Accrued related loss contingency | $ 0.0 | |
| Reversal of liability | $ 1.7 | |
| Reversal of additional liabilities | $ 0.5 |
| X | ||||||||||
- Definition The amount of reversal of additional liabilities due to material breach by the vendor. No definition available.
|
| X | ||||||||||
- Definition The amount of reversal of liability due to material breach by the vendor. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount charged against operating income increasing loss contingency liability, after adjustments to reduce previously estimated charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
SUBSEQUENT EVENTS (Details) |
1 Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Feb. 28, 2024
shares
|
Feb. 09, 2024
Individual
|
Feb. 21, 2024
USD ($)
|
Jan. 22, 2024
USD ($)
|
Jan. 07, 2024
shares
|
Dec. 31, 2023
USD ($)
shares
|
Dec. 29, 2023
USD ($)
|
Dec. 28, 2023
USD ($)
|
Nov. 24, 2023
USD ($)
|
Aug. 23, 2023
USD ($)
|
Jul. 07, 2023
USD ($)
|
Jun. 26, 2023
USD ($)
|
Jun. 06, 2023
USD ($)
|
Feb. 16, 2023
shares
|
Dec. 31, 2022
USD ($)
shares
|
Jan. 31, 2022
shares
|
Oct. 31, 2021
shares
|
|
| Subsequent Event [Line Items] | |||||||||||||||||
| Common shares, shares authorized (in shares) | 120,000,000 | 1,000,000,000 | 120,000,000 | 120,000,000 | 110,000,000 | ||||||||||||
| Convertible Promissory Notes [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Face amount | $ | $ 40,700,000 | $ 1,000,000 | $ 500,000 | $ 500,000 | $ 2,500,000 | $ 6,000,000 | $ 2,000,000 | $ 2,000,000 | $ 38,200,000 | ||||||||
| Subsequent Event [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Common shares, shares authorized (in shares) | 1,000,000,000 | ||||||||||||||||
| Number of board member appointed | Individual | 2 | ||||||||||||||||
| Subsequent Event [Member] | Common Class A [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Conversion shares (in shares) | 4,667,033 | ||||||||||||||||
| Conversion ratio | 2 | ||||||||||||||||
| Subsequent Event [Member] | Class B Common Stock [Member] | Digital World Acquisition Corp. [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Conversion shares (in shares) | 7,158,025 | ||||||||||||||||
| Conversion ratio | 1.348 | ||||||||||||||||
| Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Face amount | $ | $ 1,205,000 | $ 1,000,000 |
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- Definition The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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