View Filing Data for SEC filing 0001140361-24-030722

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 20, 2024

Trump Media & Technology Group Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40779		85-4293042
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 N. Cattlemen Rd., Ste. 200

Sarasota, Florida 34232

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (941) 735-7346

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	DJT	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50	DJTWW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company X

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure

On June 20, 2024, Trump Media & Technology Group Corp. (the "Company”) sent a letter addressed to each of the Chairmen of the U.S. House of Representatives’ Committee on the Judiciary, Committee on Financial Services, Committee on Ways and Means and Committee on Oversight and Reform (the "Fourth Congressional Letter”) to follow on the previously disclosed letters dated April 23, 2024, May 1, 2024, and May 15, 2024, addressed to the same. The foregoing description of the Fourth Congressional Letter is subject to and qualified in its entirety by reference to the full text of the Fourth Congressional Letter, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
99.1		Fourth Congressional Letter, dated June 20, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trump Media & Technology Group Corp.

Dated: June 20, 2024	By:	/s/ Scott Glabe
	Name:	Scott Glabe
	Title:	General Counsel

Exhibit 99.1

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

June 20, 2024

The Honorable Jim Jordan	The Honorable Patrick McHenry
Chairman	Chairman
Committee on the Judiciary	Committee on Financial Services
U.S. House of Representatives	U.S. House of Representatives
2138 Rayburn House Office Building	2129 Rayburn House Office Building
Washington, D.C. 20515	Washington, D.C. 20515

The Honorable Jason Smith	The Honorable James Comer
Chairman	Chairman
Committee on Ways and Means	Committee on Oversight and Reform
U.S. House of Representatives	U.S. House of Representatives
1139 Longworth House Office Building	2157 Rayburn House Office Building
Washington, D.C. 20515	Washington, D.C. 20515

Dear Chairmen Jordan, McHenry, Smith, and Comer,

Following up on my letters of April 23, May 1, May 15, and June 6, 2024, I write to highlight an additional source of information concerning the potential market manipulation of the stock of Trump Media & Technology Group Corp. ("TMTG”), which operates the Truth Social platform and has traded on the Nasdaq Stock Exchange under the ticker "DJT” since March 26, 2024.

As I previously explained, TMTG is investigating the serious anomalies surrounding DJT stock and its apparent connection to illegal "naked” short selling. From April 2, 2024, through June 4, 2024, DJT appeared continuously on the Nasdaq Reg SHO Threshold List (the "Threshold List”), a result of persistent failures to deliver ("FTDs”) in DJT stock. Recent data from the Securities and Exchange Commission for May 1-15 reveal a shockingly high amount of FTDs for DJT. Indeed, FTDs exceeded one million shares on seven of the ten trading days covered by the data, and on three of those days—May 2, May 3, and May 6—they exceeded two million shares.

Data made available to TMTG indicates that some options positions held by certain market participants may be contributing to the severity of these FTDs, as we have seen an ongoing, significant options open interest (OI). In the last week, total options OI rose to roughly 619,000 contracts, with puts almost one-and-a-half times (1.5x) calls.

As part of our efforts to provide transparency to our shareholders, we have noted the following Options Clearing Corporation (OCC) rules that provides OCC the authority to postpone settlement of any option on any type of underlying interest when OCC considers such action to be necessary in the public interest or to meet unusual conditions. Moreover, information published by OCC affirms the following:

OCC may impose special exercise settlement procedures. These special procedures, applicable only when an assigned call writer or an exercising put holder is unable to obtain the underlying security, may involve the suspension of the settlement obligations of the holder and writer and/or the fixing of cash settlement prices in lieu of delivery of the underlying security.

To assist your investigation, we recommend that you promptly seek information from OCC indicating whether and when any of the following occurred during the period when DJT appeared on the Threshold List:

●

DJT options were subject to postponed settlement or to special circumstance, cash in lieu settlement.

●

OCC, in connection with DJT, took action deemed necessary in the public interest or to meet unusual conditions;

●

OCC used its suspended settlement powers in DJT;

●

OCC instituted special circumstance cash in lieu of securities settlement in DJT during the period when DJT appeared on the Threshold List.

Moreover, we recommend that you seek information related to possible violations of SEC Rules 203 and 204 ("Regulation SHO”) involving options market makers who consistently and persistently fail to deliver DJT stock. In the past, the SEC and FINRA have sanctioned options market makers for failing to deliver securities in connection with trading that did not qualify as bona fide market making.¹

Thank you for your prompt attention to this matter. We appreciate your efforts to assist us in protecting the interests of DJT’s shareholders.

Sincerely,

Devin Nunes

CEO, Trump Media & Technology Group

Cc:	The Honorable Vern Buchanan The Honorable Greg Steube Options Clearing Corporation

¹ Relevant securities cases have involved Arenstein, Hazan, Wolfson, OptionsXpress, and Keystone. Additional information about such cases is available on request.