Date: 7/3/2024
Form: S-1 - General form for registration of securities under the Securities Act of 1933
Document and Entity Information |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| 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 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
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- 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
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- Definition Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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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 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 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
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- 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
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- 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
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- 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
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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 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
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- 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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- 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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- 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 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 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
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- 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
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- Definition Amount of cash restricted as to withdrawal or usage, classified as current. 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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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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- Details
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Consolidated Balance Sheet (FY) (Parenthetical) |
Dec. 31, 2023
$ / shares
shares
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|---|---|
| Stockholders' equity: | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
| Common stock, shares authorized (in shares) | 999,000,000 |
| Common shares, shares issued (in shares) | 87,500,000 |
| Common stock, shares outstanding (in shares) | 87,500,000 |
| Previously Reported [Member] | |
| Stockholders' equity: | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 |
| Common stock, shares authorized (in shares) | 120,000,000 |
| Common shares, shares issued (in shares) | 100,000,000 |
| Common stock, shares outstanding (in shares) | 100,000,000 |
| 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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- 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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- References No definition available.
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- Details
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Consolidated Statement of Operations (FY) - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|||||||
| Income Statement [Abstract] | |||||||||||||
| Revenue | $ 770,500 | $ 1,116,200 | $ 4,131,100 | $ 1,470,500 | |||||||||
| Cost of revenue | 93,400 | 41,300 | 164,900 | 54,500 | |||||||||
| Gross profit | 677,100 | 1,074,900 | 3,966,200 | 1,416,000 | |||||||||
| Research and development | 33,158,600 | [1] | 2,812,100 | [1] | 9,715,700 | 13,633,100 | |||||||
| Sales and marketing | 1,070,400 | [1] | 256,100 | [1] | 1,279,600 | 625,900 | |||||||
| General and administration | 64,795,100 | [1] | 1,836,300 | [1] | 8,878,700 | 10,345,600 | |||||||
| Depreciation | 5,600 | [1] | 16,300 | [1] | 59,600 | 58,700 | |||||||
| Total costs and operating expenses | [1] | 99,029,700 | 4,920,800 | ||||||||||
| Loss from operation costs | (98,352,600) | (3,845,900) | (15,967,400) | (23,247,300) | |||||||||
| Interest expense | (2,817,600) | (2,024,300) | (39,429,100) | (2,038,700) | |||||||||
| Investment Income, Interest | 28,800 | 0 | |||||||||||
| Loss on the extinguishment of debt | (542,300) | 0 | |||||||||||
| Change in fair value of derivative liabilities | (225,916,000) | 5,659,900 | (2,791,600) | 75,809,900 | |||||||||
| Income/(loss) from operations before income taxes | (327,599,700) | (210,300) | (58,188,100) | 50,523,900 | |||||||||
| Income tax expense | 0 | 0 | 1,100 | 200 | |||||||||
| Net profit/(loss) | $ (327,599,700) | $ (9,177,900) | $ (26,033,100) | $ (22,768,100) | $ (210,300) | $ (58,189,200) | $ 50,523,700 | ||||||
| Profit/(loss) per Share attributable to common stockholders: | |||||||||||||
| Basic (in dollars per share) | $ (3.61) | $ 0.00 | |||||||||||
| Diluted (in dollars per share) | [2] | $ (3.61) | $ 0.00 | ||||||||||
| Weighted Average Shares used to compute net profit/ loss per share attributable to common stockholders: | |||||||||||||
| Basic (in shares) | 90,743,994 | 87,500,000 | |||||||||||
| Diluted (in shares) | 90,743,994 | 87,500,000 | |||||||||||
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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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- References No definition available.
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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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- References No definition available.
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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 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 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 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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- References No definition available.
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| 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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Consolidated Statement of Stockholders' Deficit (FY) - USD ($) |
Common Stock [Member] |
Accumulated Deficit [Member] |
Accumulated Deficit [Member]
Previously Reported [Member]
|
Total |
Previously Reported [Member] |
Paid-in Capital [Member] |
Paid-in Capital [Member]
Previously Reported [Member]
|
|---|---|---|---|---|---|---|---|
| Beginning balance at Dec. 31, 2021 | $ (59,096,500) | $ (59,096,400) | $ 100 | ||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 50,523,700 | 50,523,700 | 0 | ||||
| Ending balance at Dec. 31, 2022 | $ 8,800 | (8,581,300) | $ (8,572,800) | (8,572,500) | $ (8,572,700) | 0 | $ 100 |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 0 | (210,300) | (210,300) | 0 | |||
| Ending balance at Mar. 31, 2023 | 8,800 | (8,791,600) | (8,782,800) | 0 | |||
| Beginning balance at Dec. 31, 2022 | 8,800 | (8,581,300) | (8,572,800) | (8,572,500) | (8,572,700) | 0 | 100 |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | (58,189,200) | (58,189,200) | 0 | ||||
| Ending balance at Dec. 31, 2023 | 8,800 | (66,770,700) | (66,762,000) | (66,761,900) | (66,761,900) | 0 | 100 |
| Beginning balance at Mar. 31, 2023 | 8,800 | (8,791,600) | (8,782,800) | 0 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 0 | (22,768,100) | (22,768,100) | 0 | |||
| Ending balance at Jun. 30, 2023 | 8,800 | (31,559,700) | (31,550,900) | 0 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 0 | (26,033,100) | (26,033,100) | 0 | |||
| Ending balance at Sep. 30, 2023 | 8,800 | (57,592,800) | (57,584,000) | 0 | |||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 0 | (9,177,900) | (9,177,900) | 0 | |||
| Ending balance at Dec. 31, 2023 | 8,800 | (66,770,700) | $ (66,762,000) | (66,761,900) | $ (66,761,900) | 0 | $ 100 |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
| Net income/(loss) | 0 | (327,599,700) | (327,599,700) | 0 | |||
| Ending balance at Mar. 31, 2024 | $ 13,700 | $ (2,871,920,600) | $ 210,274,000 | $ 3,082,180,900 |
| 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.
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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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| 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
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Consolidated Statement of Stockholders' Deficit (FY) (Parenthetical) - USD ($) |
3 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Jan. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
| Common stock, shares outstanding (in shares) | 136,700,583 | [1] | 100,000,000 | 87,500,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.000001 | $ 0.0001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
| Value of paid in capital upon conversion of common stock | $ 300,426,000 | $ 0 | |||||||||
| Paid-in Capital [Member] | |||||||||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
| Stock issued upon conversion of common stock (in shares) | 6,014,534 | ||||||||||
| Value of paid in capital upon conversion of common stock | $ 600 | ||||||||||
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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 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 A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
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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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- 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
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- Details
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- References No definition available.
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- 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
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| 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 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
|
| 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 obligation for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| 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 | ||||||||||
- Definition Amount of increase in right-of-use asset obtained in exchange for operating lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| 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 Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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. 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
|
| 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
|
| 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
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- 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
|
| X | ||||||||||
- Definition Indicates type of related party for liability classified as other and noncurrent. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- 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
|
| 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 cash restricted as to withdrawal or usage, classified as current. 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| 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.
|
Condensed Consolidated Balance Sheets (Q1) (Parenthetical) - $ / shares |
Mar. 31, 2024 |
Dec. 31, 2023 |
|||
|---|---|---|---|---|---|
| Stockholders' equity: | |||||
| Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
| Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||
| Preferred stock, shares issued (in shares) | 0 | 0 | |||
| Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
| Common stock, shares authorized (in shares) | 999,000,000 | 999,000,000 | |||
| Common shares, shares issued (in shares) | 136,700,583 | 87,500,000 | |||
| Common stock, shares outstanding (in shares) | 136,700,583 | [1] | 87,500,000 | ||
| |||||
| 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 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 | ||||||||||
- References No definition available.
|
Condensed Consolidated Statements of Operations (Q1) - USD ($) |
3 Months Ended | 12 Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|||||||
| Income Statement [Abstract] | |||||||||||||
| Revenue | $ 770,500 | $ 1,116,200 | $ 4,131,100 | $ 1,470,500 | |||||||||
| Cost of revenue | 93,400 | 41,300 | 164,900 | 54,500 | |||||||||
| Gross profit | 677,100 | 1,074,900 | 3,966,200 | 1,416,000 | |||||||||
| Cost of operating expenses | |||||||||||||
| Research and development | 33,158,600 | [1] | 2,812,100 | [1] | 9,715,700 | 13,633,100 | |||||||
| Sales and marketing | 1,070,400 | [1] | 256,100 | [1] | 1,279,600 | 625,900 | |||||||
| General and administration | 64,795,100 | [1] | 1,836,300 | [1] | 8,878,700 | 10,345,600 | |||||||
| Depreciation | 5,600 | [1] | 16,300 | [1] | 59,600 | 58,700 | |||||||
| Total costs and operating expenses | [1] | 99,029,700 | 4,920,800 | ||||||||||
| Loss from operation costs | (98,352,600) | (3,845,900) | (15,967,400) | (23,247,300) | |||||||||
| Interest expense | (2,817,600) | (2,024,300) | (39,429,100) | (2,038,700) | |||||||||
| Interest income | 28,800 | 0 | |||||||||||
| Loss on the extinguishment of debt | (542,300) | 0 | |||||||||||
| Change in fair value of derivative liabilities | (225,916,000) | 5,659,900 | (2,791,600) | 75,809,900 | |||||||||
| Income/(loss) from operations before income taxes | (327,599,700) | (210,300) | (58,188,100) | 50,523,900 | |||||||||
| Income tax expense/(benefit) | 0 | 0 | 1,100 | 200 | |||||||||
| Net profit/(loss) | $ (327,599,700) | $ (9,177,900) | $ (26,033,100) | $ (22,768,100) | $ (210,300) | $ (58,189,200) | $ 50,523,700 | ||||||
| Profit/(loss) per Share attributable to common stockholders: | |||||||||||||
| Basic (in dollars per share) | $ (3.61) | $ 0.00 | |||||||||||
| Diluted (in dollars per share) | [2] | $ (3.61) | $ 0.00 | ||||||||||
| Weighted Average Shares used to compute net profit/ loss per share attributable to common stockholders: | |||||||||||||
| Basic (in shares) | 90,743,994 | 87,500,000 | |||||||||||
| Diluted (in shares) | 90,743,994 | 87,500,000 | |||||||||||
| |||||||||||||
| 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
|
| X | ||||||||||
- Definition Total costs of sales and operating expenses for the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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
|
| 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
|
| 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 Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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 Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| 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 | ||||||||||
- References No definition available.
|
| 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
|
Condensed Consolidated Statements of Operations (Q1) (Parenthetical) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Costs of operating expenses include stock based compensation expense as follows: | ||
| Stock based compensation | $ 84,588,000 | $ 0 |
| Research and Development [Member] | ||
| Costs of operating expenses include stock based compensation expense as follows: | ||
| Stock based compensation | 30,142,500 | 0 |
| General and Administration [Member] | ||
| Costs of operating expenses include stock based compensation expense as follows: | ||
| Stock based compensation | $ 54,445,500 | $ 0 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Definition Amount of increase (decrease) in additional paid in capital (APIC) resulting from fair value of earnout shares. No definition available.
|
| X | ||||||||||
- Definition Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| 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 of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| 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
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| X | ||||||||||
- Definition Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of stock issued pursuant to acquisitions during the period. 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
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| 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
|
Condensed Consolidated Statements of Cash Flows (Q1) - USD ($) |
3 Months Ended | 12 Months Ended | 35 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
|
| Cash flows from operating activities | ||||||||
| Net income/(loss) | $ (327,599,700) | $ (9,177,900) | $ (26,033,100) | $ (22,768,100) | $ (210,300) | $ (58,189,200) | $ 50,523,700 | |
| Adjustments to reconcile net income / (loss) to net cash used in operating activities: | ||||||||
| Non-cash interest expense on debt | 2,817,600 | 2,024,300 | 39,429,100 | 2,038,700 | ||||
| Change in fair value of derivative liabilities | 225,916,000 | (5,659,900) | 2,791,600 | (75,809,900) | ||||
| Depreciation | 5,600 | 16,500 | 60,400 | 59,100 | ||||
| Loss on extinguishment of debt | 542,300 | 0 | ||||||
| Stock based compensation | 84,588,000 | 0 | ||||||
| Non-cash charge for operating lease | 400 | 1,800 | 153,800 | 86,800 | ||||
| Prepaid expenses and other current assets | 2,800 | 0 | (1,600) | 105,200 | ||||
| Accounts Receivable | 33,800 | 13,200 | 426,900 | (507,800) | ||||
| Unearned Revenue | (695,900) | 0 | 4,413,100 | 0 | ||||
| Accounts payable | 5,073,100 | 39,900 | 1,332,000 | (542,700) | ||||
| Net cash used in operating activities | (9,316,000) | (3,774,500) | (9,733,500) | (24,201,500) | $ 37,732,000 | |||
| Cash flows used in investing activities | ||||||||
| Purchases of property and equipment | 0 | 0 | (2,200) | (84,500) | ||||
| Net cash provided by (used in) investing activities | 0 | 0 | (2,200) | (84,500) | ||||
| Cash flows provided by financing activities | ||||||||
| Proceeds from convertible promissory notes | 47,455,000 | 0 | 3,500,000 | 15,360,000 | 40,460,000 | |||
| Proceeds from merger | 233,017,500 | 0 | ||||||
| Net cash provided by financing activities | 280,472,500 | 0 | 2,500,000 | 15,360,000 | ||||
| Net change in cash | 271,156,500 | (3,774,500) | (7,235,700) | (8,926,000) | ||||
| Cash and cash equivalents, beginning of period | 2,572,700 | $ 6,033,900 | 9,808,400 | 9,808,400 | 18,734,400 | |||
| Cash and cash equivalents, end of period | 273,729,200 | 2,572,700 | 6,033,900 | 2,572,700 | 9,808,400 | 2,572,700 | ||
| Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets | ||||||||
| Cash and cash equivalents | 233,700,900 | 2,572,700 | 6,033,900 | 2,572,700 | 9,808,400 | 2,572,700 | ||
| Restricted cash | 40,028,300 | $ 0 | 0 | 0 | $ 0 | |||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | 0 | 0 | 0 | 0 | ||||
| Cash paid for taxes | 0 | 0 | $ 0 | $ 0 | ||||
| Non cash investing and financing activities | ||||||||
| Shares issued for conversion of convertible notes | $ 300,426,000 | $ 0 | ||||||
| X | ||||||||||
- Definition The cash inflow for financing costs associated with business combinations. No definition available.
|
| 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. 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
|
| 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 | ||||||||||
- References No definition available.
|
| 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 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
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. 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 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 Amount of cash restricted as to withdrawal or usage, classified as current. 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of noncash expense for share-based payment arrangement. 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 | ||||||||||
- References No definition available.
|
DESCRIPTION OF BUSINESS (FY) |
3 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
| DESCRIPTION OF BUSINESS |
NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying unaudited condensed consolidated 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.
Merger
On March 25, 2024, TMTG consummated the Merger Agreement dated
October 20, 2021, between Digital World Acquisition Corp. (“Digitial World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as amended on May 11, 2022, August 9, 2023 and September 29,
2023. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World, and with TMTG’s
stockholders receiving 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock, which is in substance, a
continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New
Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.
Notwithstanding the legal form of the Business Combination
pursuant to the Merger Agreement, the Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP because TMTG is the operating company and has been determined to be the accounting acquirer under
Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), while Digital World is a blank check company. The determination is primarily based on the evaluation of the following facts
and circumstances:
Under the reverse recapitalization model, the Business Combination
was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or intangible assets recorded.
While Digital World was the legal acquirer in the Business
Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial statements of Predecessor TMTG became the historical financial statements of the combined company upon the consummation of the Business
Combination. As a result, the financial statements reflect (i) the historical operating results of Predecessor TMTG prior to the Business Combination; (ii) the combined results of Digital World and Predecessor TMTG following the closing of
the Business Combination; (iii) the assets and liabilities of Predecessor TMTG at their historical cost; and (iv) the Company’s equity structure for all periods presented.
In accordance with the applicable guidance, the equity structure
has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in
connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share
related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior
to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.
|
NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying consolidated 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.
|
| X | ||||||||||
- 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
|
| X | ||||||||||
- References No definition available.
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (FY) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying unaudited condensed consolidated 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”).
Our interim financial statements are unaudited, and in our
opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent
period or for the year ending December 31, 2024. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our unaudited financial statements for the year ended December 31, 2023.
Reclassification
As part of the reaudit of our consolidated financial statements
for the years 2023 and 2022, we identified amounts of our convertible promissory notes presented within current liabilities on balance sheet as of December 31, 2023 that required adjustment to long-term liabilities to conform to our audited
balance sheet presentation as of December 31, 2023.
Pursuant to the guidance of Staff Accounting Bulletin No. 99,
Materiality, and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” we concluded that the error was not material to our previously
issued consolidated financial statements for the year 2023. The adjustment did not have any effect on income from operations, net income or cash flows. This adjustment did not have an effect on our cash balances.
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. In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies
consummated the merger on March 25, 2024.
Company operations consumed $47,048.0 of cash from February 8, 2021 (inception) through March 31, 2024, primarily funded by $48,155.0 of proceeds (net of repayments) from the issuance of “Private TMTG” convertible promissory notes (the “Pre-Merger Notes”). The March 25, 2024 Closing triggered
the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability.
Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5 of cash and $40,000.0 of restricted cash. Prior
to Closing, on February 8, 2024, Digital World agreed to issue up to $50,000.0 of convertible promissory notes (the “Convertible
Notes”) to certain institutional investors (the “Note Purchase Agreements”). Principal plus accrued interest on the “Convertible Notes” is due in March 2025, if the notes have not been converted to common stock. In accordance with the Note Purchase Agreements, Digital World received $10,000.0 of proceeds (from these notes) prior to Closing, and the Company received the remaining $40,000.0
immediately after Closing. The $40,000.0 of post-merger cash proceeds is held in a restricted account and will be released upon
satisfaction of certain conditions, including the registration of the underlying shares. As a result, the Company had a total of $273,729.2
in cash (including restricted cash) and $50,157.8 of convertible promissory notes outstanding as of March 31, 2024. See the note
below titled, “NOTE 9 – CONVERTIBLE PROMISSORY NOTES,” for a detailed description of the Company’s convertible notes.
The Company has experienced operating losses in preceding years
and in the first quarter of 2024. On average, Company operations consumed approximately $12,577.3 of cash per year from its
inception (February 8, 2021) through year-end 2023. In addition, for the three months ended March 31, 2024, and 2023,
the Company had negative operating cash flows of $9,316.0 and $3,774.5, respectively.
As of December 31, 2023, the Company had a negative working capital position, primarily due to the short-term nature of its “Pre-Merger Notes,” which converted to common stock immediately prior to the Closing. Based upon receipt of proceeds
from the Business Combination detailed above, and the resulting positive working capital position (i.e., $274,101.1 of current
assets less $64,004.8 of current liabilities, including $50,157.8 of convertible notes as of March 31, 2024), management believes there is not substantial doubt regarding the Company’s ability to continue as a going concern as
of March 31, 2024, and the substantial doubt as of December 31, 2023, has been mitigated. The Company believes it has sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these
financial statements.
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. Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not
limited to, the valuation of convertible promissory notes and derivative liabilities.
Principles of Consolidation
The unaudited condensed consolidated financial statements include
the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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 Condensed Consolidated Statement of Operations.
Cash and cash equivalents and restricted cash
Cash represents bank accounts and demand deposits held at
financial institutions. Cash is held at major financial institutions with an original maturity of 90 days or less 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.
Restricted cash consist of a holdback from convertible notes which
will be released upon satification of certain conditions, including the registration of the underlying shares.
Prepaid expenses and other current assets
Other current assets consist of prepaid rent, insurance and
prepaid data costs.
Property and Equipment
Property 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 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 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 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 and equipment for
further detail.
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products.
As a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software
to be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that
the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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.
Unearned revenue
Unearned revenue primarily consists of billings or payments
received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in
advance or in milestone-based installments. Unearned revenue of $695.9 was recognized as revenue for the three months ended
March 31, 2024, which was included in the deferred revenue balance as of December 31, 2023. As of March 31, 2024, deferred revenue is expected to be recognized during the succeeding 12-month period and is therefore presented as current.
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 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales
cost in the period in which they are incurred. For the three months ended March 31, 2024 and 2023, marketing and sales expenses totaled $1,070.4
and $256.1, respectively.
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 unaudited condensed consolidated 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/(Benefit). See Note 7 - Income Taxes.
Derivatives
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 sheets 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 and earnout 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 unaudited condensed consolidated financial statements.
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 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for
as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and
Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for
convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The
Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the
Company’s consolidated financial statements.
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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying consolidated 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”).
Reclassifications
Reclassifications of certain prior period amounts have been made to
conform to the current period presentation.
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 $37,732.0 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460.0 of proceeds from the issuance of convertible promissory
notes (net of repayments). In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies consummated the merger on March 25, 2024. The
March 25, 2024 Closing triggered the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability. Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5
of cash and $40,000.0 of restricted cash. The Company believes it has sufficient working capital to fund operations for at least the
next twelve months from the date of issuance of these consolidated financial statements.
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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates and assumptions reflected in the consolidated 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 wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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.
Cash and cash equivalents
Cash and cash equivalents 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 have been
incurred for those balances exceeding the limitations.
Prepaid expenses and other current assets
These assets consist of prepaid rent, insurance and prepaid data
costs.
Property and Equipment, net
Property 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 and equipment are as follows:
Expenditures which substantially increase the value or extend the
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 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 an 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 material triggering events identified that necessitated an impairment test over property 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 3 – Property and equipment for further detail.
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products. As
a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software to
be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the
project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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. Revenue is
recognized in the period in which the performance obligations are satisfied, which is
typically when advertisements are imprinted on our Truth Social website The Company is an agent in these arrangements, and recognizes revenue for its share of the transaction price in exchange for arranging for the specified advertising to be
provided by the advertising manager service companies on a net basis. The advertising revenues are recognized in the period when the advertising services are provided.
Revenue is recognized net of applicable transactional-based taxes
collected from customers.
One customer accounted for 88.5% and 77.0% of revenue for the year ended December 31, 2023 and 2022, respectively.
Unearned revenue
Unearned revenue primarily consists of billings or payments received
from customers in advance of revenue recognized for the services provided to our customers and is recognized as services are performed. We generally invoice customers in advance or in milestone-based installments.
The increase in the unearned revenue balance is primarily driven by
payments received in advance of satisfying our performance obligation, offset by $386.9 of revenue recognized in 2023. None of the
revenue recognized in 2023 was included in the unearned revenue balances as of December 31, 2022. Unearned revenue of $4,413.1
represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied as of December 31, 2023. All remaining performance obligations are
expected to be recognized during the succeeding 12-month period and is therefore presented as current. One customer accounted for 100.0% and 0.0% of unearned revenue
for the years ended December 31, 2023 and December 31, 2022, respectively. The accounts receivable balance of this customer represented 0.0%
and 45.0% of the accounts receivable balances for December 31, 2023 and December 31, 2022, respectively.
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, 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales costs in the period in which
they are incurred. For the years ended December 31, 2023 and 2022, marketing and sales expenses totaled $1,279.6 and $625.9, respectively.
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/loss 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 5 - Income Taxes.
Debt Issuance Costs
We capitalize issuance costs, underwriting fees and related expenses
incurred in connection with the issuance of debt instruments and amortize such costs using the effective interest method over the terms of the respective instruments. Debt issuance costs are reflected as a direct reduction of the carrying
amount of the related debt liability.
Derivatives
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 sheets 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.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources and 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 as of December 31, 2023 and 2022.
Recently issued accounting standards
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 was 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 of the Company’s leases are operating leases. See Note 4, “Leases.” All
leases other than those disclosed as Right-to-Use leases are short term in nature with a term less than 12 months.
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be
accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in
Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts
in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Board specified that an entity should adopt
the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements.
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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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PROPERTY, PLANT AND EQUIPMENT (FY) |
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Dec. 31, 2023 |
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| PROPERTY AND EQUIPMENT |
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Total depreciation expense was $5.6 and $16.5 for the three months
ended March 31, 2024 and 2023, respectively
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NOTE 3 - PROPERTY AND EQUIPMENT
Property 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 (FY) |
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| LEASES |
NOTE 6 - LEASES
Operating leases are included in the unaudited condensed
consolidated Balance Sheets as follows:
The components of lease costs, which are included in loss from
operations in our unaudited condensed consolidated Statement of Operations we as follows:
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NOTE 4 - LEASES
During the years ended December 31, 2023 and 2022, we recognized
offsetting ROU assets and lease liabilities of zero and $593.9 respectively. We elected not to recognize ROU assets and operating lease liabilities arising from short-term office and server leases, i.e., leases with initial terms of twelve
months or less (deemed immaterial) on the consolidated balance sheets.
When measuring lease liabilities that were classified as operating
leases, we discounted lease payments using our estimated incremental borrowing rate at the recognition date during the years ended December 31, 2023 and 2022. The incremental borrowing rate applied to our sole operating lease was 7.01%. As of December 31, 2023, our lease had a remaining useful life of 2.17 years.
Operating leases are included in the consolidated Balance Sheets as
follows:
The components of lease costs, which are included in income/(loss)
from operations in our consolidated Statement of Operations were as follows:
Lease commitments
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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 (FY) |
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Mar. 31, 2024 |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES |
NOTE 7 - INCOME TAXES
The estimated annual effective tax rate applied to the three month
periods ended March 31, 2023 is 0%, which differs from the US federal statutory rate of 21% principally due to the projection of U.S. net operating loss for fiscal 2024 with full application of a valuation allowance. As of March 31, 2024, TMTG had US Federal
net operating loss carryforwards (“NOLs”) with a tax benefit of approximately $9,400.0 from December 31, 2023.
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NOTE 5 - 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 periods ended December 31, 2023 and December 31, 2022, 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 and 2022 are as follows:
As of December 31, 2023, TMTG had US Federal and state net operating
loss carryforwards (“NOLs”) with a tax benefit of $9,474.7 (December 31, 2022: $4,478.1).
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- References No definition available.
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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 (FY) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Related Party Transactions [Abstract] | ||
| OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE |
NOTE 8 – OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE
AND PAYABLE
Administrative Services Arrangement
An affiliate of the Digital World sponsor ARC agreed, commencing
from the date when Digital World’s Registration Statement was declared effective through the earlier of Digital World’s consummation of a Business Combination and its liquidation, to make available to the Digital World certain general and
administrative services, including office space, utilities and administrative services, as Digital World required from time to time. Digital World agreed to pay the affiliate of the Sponsor $15.0 per month for these services. The agreement with the Sponsor was terminated on April 5, 2023. $221.0 was unpaid as of March 31, 2024.
Advances – related party
During 2022 and the year ended December 31, 2023, the Digital
World Sponsor paid, on behalf of Digital World, $470.8 to a vendor for costs incurred by Digital World and $41.0 directly to Digital World. As of March 31, 2024, the Company’s obligation to the Sponsor for such payments was outstanding in the amount
of $41.0.
Effective June 13, 2022, Private TMTG entered into a Consulting
Services Agreement with Trishul, LLC (“Trishul”). Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to Private TMTG until the consulting relationship was terminated by Private
TMTG effective March 25, 2024, upon the Closing of the Business Combination. During the three months ended March 31, 2024 and 2023, TMTG paid $30.0
and $40.0, respectively, to Trishul. As of March 31, 2024 and 2023, TMTG had an outstanding payable balance of zero and $10.0, respectively to
Trishul. The outstanding payable balance at December 31, 2023 was zero. Trishul is owned by Kashyap “Kash” Patel, a director of
TMTG since March 25, 2024, and previously a director of Private TMTG from March 11, 2022, until March 26, 2024.
In August 2021, Private TMTG entered into a Consulting Services
Agreement with Hudson Digital, LLC (“Hudson Digital”). Pursuant to the agreement, which as amended expires December 31, 2024, Hudson Digital provides consulting services to TMTG. Hudson Digital also received a TMTG Executive Promissory
Note in the principal amount of $4,000.0, which converted into common shares immediately before the Closing (along with all other
Private TMTG Convertible Notes), and a $600.0 retention bonus following the Closing. During the
three months ended March 31, 2024 and 2023, we paid $60.0 to Hudson Digital. As of March 31, 2024 and 2023, TMTG had an outstanding payable balance of $600.0 and zero, respectively to Hudson Digital, recorded
within accounts payable and accrued liabilities on the condensed consolidated balance sheet. Hudson Digital is owned by Daniel Scavino, who served as a director of Private TMTG from February 16, 2023, until March 25, 2024. Mr. Scavino has not
served as an officer or director of TMTG.
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NOTE 6 – OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE AND
PAYABLE
There was no other income – related party for the period. The other income – related party in 2021 amounted to $2,123.3 related to a licensing agreement with one of the Stockholders. At the end of fourth quarter 2021, $23.3 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 $95.5 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.
Effective June 13, 2022, the Company entered into a Consulting
Services Agreement with Trishul, LLC (“Trishul”). Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to the Company until the consulting relationship was terminated by the Company
on March 25, 2024. During the years ended December 31, 2023 and 2022, the Company paid $131.7 and $50.0, respectively, to Trishul. As of December 31, 2023 and 2022, the Company had an outstanding payable balance of zero and $20.0, respectively, to
Trishul. Trishul is owned by Kashyap “Kash” Patel, a director of the Company from March 11, 2022 to March 26, 2024.
In August 2021, the Company entered into a Consulting Serivces
Agreement with Hudson Digital, LLC (“Hudson Digital”). Pursuant to the agreement, which as amended expires in December 31, 2024, Hudson Digital provides consulting services to the Company. During the years ended December 31, 2023 and 2022, the
Company paid $240.0 and $240.0,
respectively, to Hudson Digital. As of December 31, 2023 and 2022, the Company an had outstanding payable balance of zero to
Hudson Digital. Hudson Digital is owned by Daniel Scavino, who served as a director of the Company from February 16, 2023, until March 25, 2024.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- 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 (FY) |
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| CONVERTIBLE PROMISSORY NOTES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE PROMISSORY NOTES |
NOTE 7 – CONVERTIBLE PROMISSORY NOTES
Notes 1 to 7 were Convertible Promissory Notes issued from May 2021
through October 2021 with a cumulative face value of $5,340.0, maturity of 24 months from each respective issuance date and interest was accrued at 5%
based on the simple interest method (365 days year) for each note. Each of Notes 1-7 contemplated 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 would 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 was 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 would 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 would 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 were Convertible Promissory Notes issued from
November 2021 through December 2021 with a cumulative face value of $17,500.0, maturity of between 18 months and 36 months and interest
was accrued at a range
between 5% and 10% based on the simple interest method (365 days year) for each
note. Notes 8 to 12 were convertible simultaneously with the completion of a SPAC merger agreement or IPO. All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity. The
number of shares of Company stock to be issued to the Lender upon conversion of the Notes would 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 $25, $21 or $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 would be reset to 50% of the then current TMTG Stock Price subject to a floor of $10 per share.
Notes 13 to 18 were Convertible Promissory Notes issued from
January 2022 through March 2022. Note 19 was issued on August 23, 2023. Notes 13 to 19 were Convertible Promissory Notes issued with a cumulative face value of $18,360.0, 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 were convertible simultaneously with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or Qualified Initial Public Offering
(“IPO”). All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would 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 $25 or $21 subject to the respective conditions of the
individual notes.
Note 20 is a Convertible Promissory Note issued from November 2023
through May 24, 2025 with a cumulative face value of $500.0, 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 principal 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 Note 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 $25 or $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.
As of December 31, 2023 and 2022, none of the of the Notes
outstanding were called.
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 (FY) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 |
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| FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENT |
NOTE 10 - 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.
The derivative liability component of 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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NOTE 8 - 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.
The derivative liability is classified as Level 3 due to
significant unobservable inputs.
The derivative liability is remeasured to its fair value each
reporting period period and upon settlement with changes in its fair value recorded in the consolidated statement of operations. The change in fair value of the derivative liability was as follows:
The estimated fair value of the conversion feature of the derivative
liability, a level 3 measurement was estimated using traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations. A Black-Scholes model for Notes 1 though 8, 10, 13 and 20 and a Monte Carlo
simiulation model for all other outstanding Notes as of December 31, 2023, and a Black-Scholes model for Notes 1 through 7 and a Monte Carlo simulation model for Notes 8 through 18 as of December 31, 2022. The application of the Black-Scholes
model and Monte Carlo simulation requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:
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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 (FY) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| STOCKHOLDERS' DEFICIT | ||
| STOCKHOLDERS' EQUITY |
NOTE 12 – 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.
In January 2024, the total number of shares of the Company’s
Common Stock authorized was increased to 1,000,000,000, each having a par value of $0.000001, of which 100,000,000 shares were issued and
outstanding. 100,000,000 of the additional authorized but unissued shares were classified as non-voting.
On March 25, 2024, in connection with the merger, Digital World
amended (the second amendment) and restated its certification of incorporation. Amoung other matters, Digital World’s name was changed to Trump Media and Technology Group Corp. Additionally, the Company changed its authorized capital stock to
1,000,000,000 shares, each with a par value of $0.0001 per share, consisting of (a) 999,000,000 shares of common stock
and (b) 1,000,000 shares of preferred stock.
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NOTE 9– 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 Common 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. No activity pursuant to the Equity Incentive Plan occurred for the years ended December 31, 2023 and 2022.
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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 (FY) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS AND CONTINGENCIES |
NOTE 14 - COMMITMENTS AND CONTINGENCIES
From time-to-time, we are a party to litigation and subject to
claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal
and other contingencies when losses are probable and reasonably estimable. 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. However, the outcomes of claims legal proceedings or investigations are inherently unpredictable
and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time. We may also receive unfavorable
preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business,
financial position, results of operations or cash flows. We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that we have
disclosed, and make adjustments as appropriate.
In connection with the litigation initiated by ARC against DWAC in
the Delaware Court of Chancery (see below) and the Closing of the Business Combination, the Company deposited 4,667,033 shares
into an escrow account, to be held until the action concludes. While in escrow, such shares are generally not considered by the Company to be issued and outstanding. On March 22, 2024, the Chancery Court entered a Scheduling Order setting the
case for a single-day trial on June 26, 2024.
Except as indicated below, to the knowledge of our management
team, there is no litigation currently pending or contemplated against us or against any of our property.
We have cooperated with a FINRA inquiry concerning events
(specifically, a review of trading) that preceded the public announcement of the Merger Agreement and the consummation of the Business Combination. 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, or as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.
Settlement in Principle
Digital World was the subject of an investigation by the SEC with
respect to certain statements, agreements and the timing thereof included in Digital World’s registration statements on Form S-1 in connection with its IPO and Form S-4 relating to the Business Combination (the “Investigation”).
On July 3, 2023, Digital World 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 it settled its dispute with Digital World and entered an 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 Private TMTG regarding the proposed business combination. In the Order, Digital World
agreed (i) that any amended Form S-4 filed by Digital World would be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with Private 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 Private TMTG or any other entity.
In connection with the consummation of the Business Combination,
on March 25, 2024, Digital World paid the $18 million civil penalty to the SEC pursuant to the Order.
Section 16 Claim
On October 20, 2023, Robert Lowinger (the “Plaintiff”) 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 was named as a party
in the lawsuit because the Plaintiff is seeking relief for the benefit of Digital World. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of Digital World and that they purchased securities of
Digital World. The Plaintiff 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, the Plaintiff 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 the Plaintiff, 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 January 11,
2024, Digital World filed a pre-motion letter with the court, indicating Digital World’s intention to file a motion to dismiss in relation to the matter. This pre-motion letter was subsequently endorsed by the court on January 17, 2024. The
court provided a deadline of January 22, 2024 for the Plaintiff to respond to Digital World’s pre-motion letter.
On March 1, 2024, Digital World filed a motion to dismiss the
claims against Digital World. On March 15, 2024, the Plaintiff 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 the claims against Digital World. The
case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 (S.D.N.Y. Oct. 20, 2023).
Litigation with United Atlantic Ventures (“UAV”) in Delaware
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
Private TMTG initiatives (the “Services Agreement”). Neither Private TMTG nor Digital World was a party to such agreement.
On each of January 18, 2024 and February 9, 2024, Digital World
received letters from counsel to UAV, a party to the Services Agreement. The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier. Specifically, counsel
for UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (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, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which
also
threatened Private TMTG with legal action regarding UAV’s alleged rights in Private
TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.
On February 28, 2024, UAV filed a verified complaint against
Private TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings. On March 4, 2024, UAV filed an amended
complaint, converting their action from a direct action to a purported derivative action, and adding members of the Private TMTG board as defendants.
On March 6, 2024, Private TMTG filed an opposition to UAV’s motion
to expedite, and UAV filed its response on March 8, 2024. On March 9, 2024, the Chancery Court held a hearing to decide UAV’s motion to expedite proceedings. During the oral argument, Private TMTG agreed that any additional shares of Private
TMTG issued prior to or upon the consummation of the Business
Combination would be placed in escrow pending a resolution of the dispute between the parties. The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. On
March 18, 2024, Private TMTG and the former board filed a motion to dismiss the amended complaint for, among other things, failure to state a claim.
On April 2, 2024, UAV filed a motion for leave to file a second
amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state court. Private TMTG
maintains that the contempt claims are meritless. Additionally, UAV filed a motion for a case scheduling order seeking to expedite discovery in advance of a hearing scheduled for April 30, 2024. On April 3, 2024, Defendants (Private TMTG and
its former board) filed an opposition to the motion for scheduling order. On April 5, 2024, Defendants filed an opposition to the motion for leave to file a second amended complaint. On April 8, 2024, Defendants filed a motion to stay
discovery and for protective order. The Chancery Court granted the motion for leave to file a second amended complaint on April 9, 2024, but the Chancery Court also re-assigned the case to a new judicial officer.
On April 11, 2024, UAV filed its second amended complaint, naming
the prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.
On April 22, 2024, all of the Defendants moved to vacate the
Chancery Court’s prior order expediting the matter. Additionally, all of the Defendants moved to dismiss the second amended complaint. Following briefing and oral argument on the motion to vacate, the Chancery Court vacated the prior
provisions of the March 15 order expediting the matter. On May 8, 2024, the Chancery Court stayed discovery.
This matter—including Defendants’ Motion to Dismiss and UAV’s
Renewed Motion for Contempt—remains pending.
Lawsuit Against ARC and Patrick Orlando
On February 26, 2024, representatives of ARC Global Investments
II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the Business Combination was
approximately 1.8:1. ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the managing member of ARC, that
the conversion ratio was 1.68:1. Digital World’s board of directors viewed these claims as an attempt by Mr. Orlando to secure
personal benefits, breaching his fiduciary duty to Digital World and its shareholders.
Digital World and Private TMTG initiated a lawsuit against ARC
(Case No. 192862534) in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida, on February 27, 2024. The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34:1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital
World, and damages for conspiracy with unnamed co-conspirators to interfere with the same. The complaint also sought damages for Mr. Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited
only him and harmed Digital World and
its shareholders. Furthermore, the complaint sought damages for the wrongful
assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets. On March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC. On March 17, 2024,
Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade Practices Act. Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of
care, and conversion claims against Mr. Orlando. With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty. Defendants ARC and Mr. Orlando filed motions to dismiss the amended complaint and stay discovery in
the action on April 3, 2024. No hearing has been set on the motions, and a case management conference is scheduled for June 17, 2024.
On the afternoon of February 28, 2024, ARC’s registered agent in
Wilmington, Delaware, and Mr. Orlando were served with the complaint filed by Digital World and Private TMTG. Later that day, ARC’s counsel electronically mailed Digital World’s counsel a lawsuit, filed in the Court of Chancery of the State
of Delaware, alleging an 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 “Delaware
Lawsuit”). The complaint claims a new conversion ratio of 1.78:1 and seeks specific performance and damages for the alleged breach
of the Digital World Charter, a declaratory judgment that the certain derivative securities of Digital World should be included in the calculation of the conversion ratio, a finding that the directors of Digital World breached their fiduciary
duties, and a preliminary injunction to enjoin the Business Combination until Digital World “corrected” the conversion ratio.
We do not believe ARC’s 1.78:1 conversion ratio and related claims are supported by the terms of the Digital World Charter. As a result, we intend to vigorously defend Digital World’s
calculation of the conversion ratio and related rights. In addition to its complaint filed on February 28, 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
conducted a hearing to consider ARC’s request to expedite the case schedule. After hearing arguments from both sides, the Vice Chancellor denied ARC’s motion, stating that the court would not conduct a merits or injunction hearing before
March 22, 2024. Consequently, the Vice Chancellor also denied ARC’s request to postpone the vote until after a merits hearing.
The Chancery Court ruled that Digital World’s proposal to deposit
disputed shares into an escrow account at the close of the Business Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion. The court also found that Digital World’s public disclosures about ARC’s
claims and possible conversion scenarios at the close of the Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024 vote. In its ruling, the Chancery Court ordered ARC and
Digital World to propose a schedule by March 8, 2024, for resolving the action within 150 days following the Business Combination.
The court also asked the parties to provide a stipulation by March 8, 2024, regarding ARC’s ability to maintain standing over its claim after voting in favor of the Business Combination. The court further requested the parties to agree to the
creation of an escrow account for the deposit of disputed shares after the Business Combination, to be held until the action concludes. Lastly, the court asked Digital World’s counsel to submit a letter by March 8, 2024, outlining 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 8, 2024,
Digital World submitted a letter to the Chancery Court, stating
that it voluntarily had dismissed its claim for declaratory judgment in the Circuit Court of Sarasota County, Florida. On March 22, 2024, the Chancery Court entered a Scheduling Order setting the case for a single-day trial on June 26, 2024.
Discovery is ongoing.
In relation to the Delaware Lawsuit, Digital World notified its
shareholders on March 14, 2024, of its intention to apply a conversion ratio to all Digital World Class B common stock shares to ensure that ARC and the Non-ARC Class B Shareholders receive an equal number of common stock shares in the
Company per share of Digital World Class B common stock. Accordingly, on March 21, 2024, Digital World entered into the Disputed Shares Escrow Agreements with the Escrow Agent, pursuant to which TMTG deposited into escrow the
number of shares of TMTG Common Stock representing the difference between the actual
conversion ratio, determined by Digital World’s board of directors upon closing of the Business Combination (which was determined to be 1.348:1),
and a conversion ratio of 2.00. Any release of shares is subject to the terms and conditions of the Disputed Shares Escrow
Agreements.
The ultimate resolution as to whether none, a portion or all of
the disputed conversion shares will be issued is not determinable at this time. As a general matter, the pursuit of the claims may be costly and time consuming and could have a material adverse effect on TMTG’s reputation and its existing
stockholders and may result in counterclaims.
Litigation With Patrick Orlando in Delaware
On March 15, 2024, Plaintiff Patrick Orlando brought a lawsuit
against Digital World in the Chancery Court seeking advancement of legal fees associated with Mr. Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement Lawsuit”). Mr. Orlando’s
allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr. Orlando and Digital World. Mr. Orlando alleges that those certain provisions require
Digital World to pay the legal fees Mr. Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of Digital World. Mr. Orlando seeks a court
order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees to be incurred for those proceedings, (iii)
requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr. Orlando.
On April 3, 2024, the Chancery Court entered a Stipulation and
Advancement Order (“Stipulation”), stating that Mr. Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to Digital World’s right to challenge the reasonableness
of those attorneys’ fees and costs. The Stipulation further states that Mr. Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth procedures that will govern future requests for advancement
of attorneys’ fees and costs. As of May, 10, 2024, TMTG had paid or agreed to pay a total of $235.1 thousand to Mr. Orlando’s
attorneys pursuant to such Stipulation.
On April 23, 2024, Mr. Orlando filed a motion for leave to
supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr. Orlando has incurred and will incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding
Mr. Orlando’s removal as the managing member of ARC. Mr. Orlando also seeks reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he seeks pre-judgment and post-judgment
interest on the amounts he claims are owed to him.
Lawsuit Against ARC in New York
On March 19, 2024, Plaintiff Digital World filed a lawsuit against
ARC in New York state court alleging breach of contract and seeking injunctive relief. Digital World’s claims related 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 shareholders for a vote. Digital World alleged that it presented a merger agreement to its shareholders, but ARC withheld its vote in favor of the merger in advance of the
March 22, 2024 shareholder vote. Digital World’s suit requested that the court declare 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 sought an award of consequential damages for breach of contract. On March 22, 2024, Digital World voluntarily discontinued its action without prejudice after ARC cast its vote in favor of the
Business Combination at the Special Meeting.
Lawsuit Against UAV, Litinksy, Moss, and Orlando in Florida
On March 24, 2024, Private TMTG filed a lawsuit in the Circuit
Court of the Twelfth Judicial Circuit for Sarasota County, Florida (Case No. 2024 CA 001545 NC) against UAV, Andrew Litinsky, Wesley Moss, and Patrick Orlando. In view of UAV’s repeated demands concerning its alleged stock ownership and
director
appointment rights, the complaint alleges claims for a declaratory judgment against
UAV determining that the Services Agreement is unenforceable against Private TMTG. The complaint also asserts a claim for unjust enrichment against UAV based on its failure to competently provide services to the company. Finally, the
complaint asserts claims for damages for (a) breach of the fiduciary duty of loyalty against Mr. Litinsky and Mr. Moss based on their dealings with Orlando, (b) aiding and abetting and conspiracy to breach fiduciary duty against Mr. Orlando
based on the same events, and (c) breach of the fiduciary duty of care against Mr. Litinsky and Mr. Moss for their gross negligence in managing the company.
On April 25, 2024, Private TMTG filed a motion to consolidate this
lawsuit with the Lawsuit Against ARC and Patrick Orlando in Sarasota County, Florida described above for purposes of discovery and pretrial proceedings. That motion is currently pending before the court, as is Mr. Moss, Mr. Litinsky, and
UAV’s motion to stay proceedings—which is set for a hearing on June 5, 2024.
Litigation with Orlando and Benessere in Miami, Florida
On April 2, 2024, Patrick Orlando and Benessere Investment Group,
LLC filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County, Florida. Orlando and Benessere seek a declaratory judgment that TMTG is restricted from disclosing material exchanged with Orlando and
Benessere pursuant to a joint defense agreement previously entered into by the Parties in addition to a request for damages for any breach of the joint defense agreement. Also on April 2, 2024, Orlando and Benessere filed a motion for
preliminary injunction for enforcement of the joint defense agreement. As of May 2, 2024, the motion for preliminary injunction had not been set for hearing.
Litigation with ARC Noteholders in Miami, Florida
On May 8, 2024, a group of ARC noteholders (Edwin B. Tucker et
al.) filed suit against ARC and DWAC n/k/a TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County, Florida. The noteholders seek specific performance and compensatory damages from both defendants or, in the
alternative, damages for breach of contract from ARC, in connection with shares of TMTG to which the ARC noteholders assert they are entitled. As of May 10, 2024, TMTG had not been served in this action.
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NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time-to-time, we are a party to litigation and subject to
claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal and
other contingencies when losses are probable and reasonably estimable. 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. However, the outcomes of claims, legal proceedings or investigations are inherently unpredictable and
subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time. We may also receive unfavorable
preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business,
financial position, results of operations or cash flows. We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that we have
disclosed, and make adjustments as appropriate.
In August, 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 this
year 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 this period. TMTG further reversed $0.5 million of additional liabilities during the current period related to vendors who relied on erroneous interpretation of supply contracts.
Except as indicated below, to the knowledge of our management team,
there is no litigation currently pending or contemplated against us or against any of our property.
Litigation with United Atlantic Ventures (“UAV”) in Delaware
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 Private
TMTG initiatives (the “Services Agreement”). Neither Private TMTG nor Digital World was a party to such agreement.
On each of January 18, 2024 and February 9, 2024, Digital World
received letters from counsel to UAV, a party to the Services Agreement. The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier. Specifically, counsel for
UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (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, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which also
threatened Private TMTG with legal action regarding UAV’s alleged rights in Private TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.
On February 28, 2024, UAV filed a verified complaint against Private
TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings. On March 4, 2024, UAV filed an amended complaint,
converting their action from a direct action to a purported derivative action, and adding members of the Private TMTG board as defendants.
On March 6, 2024, Private TMTG filed an opposition to UAV’s motion to
expedite, and UAV filed its response on March 8, 2024. On March 9, 2024, the Chancery Court held a hearing to decide UAV’s motion to expedite proceedings. During the oral argument, Private TMTG agreed that any additional shares of Private
TMTG issued prior to or upon the consummation of the Business
Combination would be placed in escrow pending a resolution of the dispute between the parties. The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. On
March 18, 2024, Private TMTG and the former board filed a motion to dismiss the amended complaint for, among other things, failure to state a claim.
On April 2, 2024, UAV filed a motion for leave to file a second
amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state court. Private TMTG
maintains that the contempt claims are meritless. Additionally, UAV filed a motion for a case scheduling order seeking to expedite discovery in advance of a hearing scheduled for April 30, 2024. On April 3, 2024, Defendants (Private TMTG and
its former board) filed an opposition to the motion for scheduling order. On April 5, 2024, Defendants filed an opposition to the motion for leave to file a second amended complaint. On April 8, 2024, Defendants filed a motion to stay discovery
and for protective order. The Chancery Court granted the motion for leave to file a second amended complaint on April 9, 2024, but the Chancery Court also re-assigned the case to a new judicial officer.
On April 11, 2024, UAV filed its second amended complaint, naming the
prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.
On April 22, 2024, all of the Defendants moved to vacate the Chancery
Court’s prior order expediting the matter. Additionally, all of the Defendants moved to dismiss the second amended complaint. Following briefing and oral argument on the motion to vacate, the Chancery Court vacated the prior provisions of the
March 15 order expediting the matter. On May 8, 2024, the Chancery Court stayed discovery.
This matter—including Defendants’ Motion to Dismiss and UAV’s Renewed
Motion for Contempt—remains pending.
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| X | ||||||||||
- 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 (FY) |
3 Months Ended | 12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Subsequent Events [Abstract] | ||||||||||||||||
| SUBSEQUENT EVENTS |
NOTE 15 – SUBSEQUENT EVENTS
On April 15, 2024, TMTG filed a registration statement on form
S-1, which, as of May 20, 2024, had not yet been declared effective and remained subject to amendment and completion.
On April 16, 2024, TMTG announced that it had finished the
research and development phase of its new live TV streaming platform and would begin scaling up its own content delivery network. On May 16 and 17, 2024, respectively, the Company signed agreements to obtain data center services and purchase
servers and related equipment for the project.
On April 26, 2024, in accordance with the terms of the Merger
Agreement, the Company officially determined that 40,000,000 Earnout Shares had been earned, after which such shares were issued.
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NOTE 11 – 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 consolidated financial statements.
Between January 22, 2024, and March 17, 2024, TMTG issued and/or
amended the terms of numerous TMTG Convertible Notes, prior to the conversion of such notes on March 25, 2024, as described below.
On February 28, 2024, TMTG minority shareholder United Atlantic
Ventures, LLC (“UAV”) initiated litigation against TMTG in the Delaware Court of Chancery (“Chancery Court”). On March 4, 2024, UAV filed an amended complaint, adding members of the TMTG board of directors as defendants. On April 11, 2024, UAV
filed a second amended complaint, naming as defendants TMTG, the Combined Entity, and members of the boards of directors of both TMTG and the Combined Entity (collectively, the “Delaware Defendants”).
UAV’s second amended complaint sought primarily declaratory and
injunctive relief, specifically:
On June 5, 2024, UAV filed a motion for leave to further amend its
complaint. That motion, along with UAV’s renewed motion for contempt, remained pending as of the date of these financial statements.
On March 25, 2024, TMTG consummated the Merger Agreement dated
October 20, 2021, between Digital World Acquisition Corp. (“Digitial World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as amended on May 11, 2022, August 9, 2023 and September 29, 2023.
Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World, and with TMTG’s stockholders
receiving 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock, which is in substance, a continuation of the TMTG shareholders’
equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New Digital World common stock that were issued
upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.
On April 15, 2024, TMTG filed a registration statement on form S-1,
which, as of the date of these financial statements, had not yet been declared effective and remained subject to amendment and completion.
On April 16, 2024, TMTG announced that it had finished the research
and development phase of its new live TV streaming platform and would begin scaling up its own content delivery network. On May 16 and 17, 2024, respectively, the Company signed agreements to obtain data center services and purchase servers and
related equipment for the project.
On April 26, 2024, in accordance with the terms of the Merger
Agreement, the Company officially determined that 40,000,000 Earnout Shares had been earned, after which such shares were issued.
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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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DESCRIPTION OF BUSINESS (Q1) |
3 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||
| DESCRIPTION OF BUSINESS |
NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying unaudited condensed consolidated 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.
Merger
On March 25, 2024, TMTG consummated the Merger Agreement dated
October 20, 2021, between Digital World Acquisition Corp. (“Digitial World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as amended on May 11, 2022, August 9, 2023 and September 29,
2023. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World, and with TMTG’s
stockholders receiving 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock, which is in substance, a
continuation of the TMTG shareholders’ equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New
Digital World common stock to be issued upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.
Notwithstanding the legal form of the Business Combination
pursuant to the Merger Agreement, the Business Combination has been accounted for as a reverse recapitalization in accordance with U.S. GAAP because TMTG is the operating company and has been determined to be the accounting acquirer under
Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), while Digital World is a blank check company. The determination is primarily based on the evaluation of the following facts
and circumstances:
Under the reverse recapitalization model, the Business Combination
was treated as TMTG issuing equity for the net assets of Digital World, with no goodwill or intangible assets recorded.
While Digital World was the legal acquirer in the Business
Combination, because Predecessor TMTG was deemed the accounting acquirer, the historical financial statements of Predecessor TMTG became the historical financial statements of the combined company upon the consummation of the Business
Combination. As a result, the financial statements reflect (i) the historical operating results of Predecessor TMTG prior to the Business Combination; (ii) the combined results of Digital World and Predecessor TMTG following the closing of
the Business Combination; (iii) the assets and liabilities of Predecessor TMTG at their historical cost; and (iv) the Company’s equity structure for all periods presented.
In accordance with the applicable guidance, the equity structure
has been retroactively restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company’s common stock issued to Predecessor TMTG common shareholders and Predecessor TMTG convertible noteholders in
connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share
related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior
to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination.
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NOTE 1 - DESCRIPTION OF BUSINESS
The accompanying consolidated 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.
|
| X | ||||||||||
- 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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| X | ||||||||||
- References No definition available.
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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Q1) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying unaudited condensed consolidated 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”).
Our interim financial statements are unaudited, and in our
opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent
period or for the year ending December 31, 2024. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our unaudited financial statements for the year ended December 31, 2023.
Reclassification
As part of the reaudit of our consolidated financial statements
for the years 2023 and 2022, we identified amounts of our convertible promissory notes presented within current liabilities on balance sheet as of December 31, 2023 that required adjustment to long-term liabilities to conform to our audited
balance sheet presentation as of December 31, 2023.
Pursuant to the guidance of Staff Accounting Bulletin No. 99,
Materiality, and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” we concluded that the error was not material to our previously
issued consolidated financial statements for the year 2023. The adjustment did not have any effect on income from operations, net income or cash flows. This adjustment did not have an effect on our cash balances.
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. In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies
consummated the merger on March 25, 2024.
Company operations consumed $47,048.0 of cash from February 8, 2021 (inception) through March 31, 2024, primarily funded by $48,155.0 of proceeds (net of repayments) from the issuance of “Private TMTG” convertible promissory notes (the “Pre-Merger Notes”). The March 25, 2024 Closing triggered
the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability.
Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5 of cash and $40,000.0 of restricted cash. Prior
to Closing, on February 8, 2024, Digital World agreed to issue up to $50,000.0 of convertible promissory notes (the “Convertible
Notes”) to certain institutional investors (the “Note Purchase Agreements”). Principal plus accrued interest on the “Convertible Notes” is due in March 2025, if the notes have not been converted to common stock. In accordance with the Note Purchase Agreements, Digital World received $10,000.0 of proceeds (from these notes) prior to Closing, and the Company received the remaining $40,000.0
immediately after Closing. The $40,000.0 of post-merger cash proceeds is held in a restricted account and will be released upon
satisfaction of certain conditions, including the registration of the underlying shares. As a result, the Company had a total of $273,729.2
in cash (including restricted cash) and $50,157.8 of convertible promissory notes outstanding as of March 31, 2024. See the note
below titled, “NOTE 9 – CONVERTIBLE PROMISSORY NOTES,” for a detailed description of the Company’s convertible notes.
The Company has experienced operating losses in preceding years
and in the first quarter of 2024. On average, Company operations consumed approximately $12,577.3 of cash per year from its
inception (February 8, 2021) through year-end 2023. In addition, for the three months ended March 31, 2024, and 2023,
the Company had negative operating cash flows of $9,316.0 and $3,774.5, respectively.
As of December 31, 2023, the Company had a negative working capital position, primarily due to the short-term nature of its “Pre-Merger Notes,” which converted to common stock immediately prior to the Closing. Based upon receipt of proceeds
from the Business Combination detailed above, and the resulting positive working capital position (i.e., $274,101.1 of current
assets less $64,004.8 of current liabilities, including $50,157.8 of convertible notes as of March 31, 2024), management believes there is not substantial doubt regarding the Company’s ability to continue as a going concern as
of March 31, 2024, and the substantial doubt as of December 31, 2023, has been mitigated. The Company believes it has sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these
financial statements.
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. Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not
limited to, the valuation of convertible promissory notes and derivative liabilities.
Principles of Consolidation
The unaudited condensed consolidated financial statements include
the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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 Condensed Consolidated Statement of Operations.
Cash and cash equivalents and restricted cash
Cash represents bank accounts and demand deposits held at
financial institutions. Cash is held at major financial institutions with an original maturity of 90 days or less 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.
Restricted cash consist of a holdback from convertible notes which
will be released upon satification of certain conditions, including the registration of the underlying shares.
Prepaid expenses and other current assets
Other current assets consist of prepaid rent, insurance and
prepaid data costs.
Property and Equipment
Property 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 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 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 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 and equipment for
further detail.
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products.
As a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software
to be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that
the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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.
Unearned revenue
Unearned revenue primarily consists of billings or payments
received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in
advance or in milestone-based installments. Unearned revenue of $695.9 was recognized as revenue for the three months ended
March 31, 2024, which was included in the deferred revenue balance as of December 31, 2023. As of March 31, 2024, deferred revenue is expected to be recognized during the succeeding 12-month period and is therefore presented as current.
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 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales
cost in the period in which they are incurred. For the three months ended March 31, 2024 and 2023, marketing and sales expenses totaled $1,070.4
and $256.1, respectively.
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 unaudited condensed consolidated 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/(Benefit). See Note 7 - Income Taxes.
Derivatives
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 sheets 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 and earnout 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 unaudited condensed consolidated financial statements.
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 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for
as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and
Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for
convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The
Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the
Company’s consolidated financial statements.
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NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Basis of Presentation
The accompanying consolidated 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”).
Reclassifications
Reclassifications of certain prior period amounts have been made to
conform to the current period presentation.
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 $37,732.0 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460.0 of proceeds from the issuance of convertible promissory
notes (net of repayments). In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies consummated the merger on March 25, 2024. The
March 25, 2024 Closing triggered the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability. Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5
of cash and $40,000.0 of restricted cash. The Company believes it has sufficient working capital to fund operations for at least the
next twelve months from the date of issuance of these consolidated financial statements.
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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates and assumptions reflected in the consolidated 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 wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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.
Cash and cash equivalents
Cash and cash equivalents 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 have been
incurred for those balances exceeding the limitations.
Prepaid expenses and other current assets
These assets consist of prepaid rent, insurance and prepaid data
costs.
Property and Equipment, net
Property 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 and equipment are as follows:
Expenditures which substantially increase the value or extend the
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 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 an 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 material triggering events identified that necessitated an impairment test over property 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 3 – Property and equipment for further detail.
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products. As
a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software to
be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the
project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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. Revenue is
recognized in the period in which the performance obligations are satisfied, which is
typically when advertisements are imprinted on our Truth Social website The Company is an agent in these arrangements, and recognizes revenue for its share of the transaction price in exchange for arranging for the specified advertising to be
provided by the advertising manager service companies on a net basis. The advertising revenues are recognized in the period when the advertising services are provided.
Revenue is recognized net of applicable transactional-based taxes
collected from customers.
One customer accounted for 88.5% and 77.0% of revenue for the year ended December 31, 2023 and 2022, respectively.
Unearned revenue
Unearned revenue primarily consists of billings or payments received
from customers in advance of revenue recognized for the services provided to our customers and is recognized as services are performed. We generally invoice customers in advance or in milestone-based installments.
The increase in the unearned revenue balance is primarily driven by
payments received in advance of satisfying our performance obligation, offset by $386.9 of revenue recognized in 2023. None of the
revenue recognized in 2023 was included in the unearned revenue balances as of December 31, 2022. Unearned revenue of $4,413.1
represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied as of December 31, 2023. All remaining performance obligations are
expected to be recognized during the succeeding 12-month period and is therefore presented as current. One customer accounted for 100.0% and 0.0% of unearned revenue
for the years ended December 31, 2023 and December 31, 2022, respectively. The accounts receivable balance of this customer represented 0.0%
and 45.0% of the accounts receivable balances for December 31, 2023 and December 31, 2022, respectively.
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, 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales costs in the period in which
they are incurred. For the years ended December 31, 2023 and 2022, marketing and sales expenses totaled $1,279.6 and $625.9, respectively.
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/loss 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 5 - Income Taxes.
Debt Issuance Costs
We capitalize issuance costs, underwriting fees and related expenses
incurred in connection with the issuance of debt instruments and amortize such costs using the effective interest method over the terms of the respective instruments. Debt issuance costs are reflected as a direct reduction of the carrying
amount of the related debt liability.
Derivatives
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 sheets 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.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources and 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 as of December 31, 2023 and 2022.
Recently issued accounting standards
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 was 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 of the Company’s leases are operating leases. See Note 4, “Leases.” All
leases other than those disclosed as Right-to-Use leases are short term in nature with a term less than 12 months.
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be
accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in
Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts
in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Board specified that an entity should adopt
the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements.
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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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RECAPITALIZATION (Q1) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Recapitalization [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RECAPITALIZATION |
NOTE 3 - RECAPITALIZATION
As discussed in Note 1, following the Closing of the Business
Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.
Transaction Proceeds
Upon the Closing, the Company received gross proceeds of $233,017.5. The following table reconciles the elements of the
Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity (deficit) for the period ended March 31, 2024:
In connection with the Merger, TMTG incurred $1,640.2 in one-time direct and incremental transaction costs, consisting of legal and other professional fees, recorded in general and
administration expenses. TMTG also issued $6,130.0 of bonus payments to employees of the Company and a director of Private TMTG
that were triggered by the Merger. The Company recorded $5,530.0 and $600.0 in general and administration expense and sales and marketing expense, respectively, for the three months ended March 31, 2024. TMTG deems these to be non-recurring
expenses that are not direct and incremental to the Merger.
The number of shares of common stock issued immediately following
the consummation of the Business Combination were:
The number of Predecessor TMTG shares was determined as follows:
Public and private placement warrants
In connection with Digital World's initial public offering in
2021, 14,375,000 public warrants were issued (the “Public Warrants”) and 566,742 warrants were issued in a private placement (the “Private Placement Warrants”; and the Private Placement Warrants together with the Public Warrants, collectively
the “Warrants”) all of which warrants remained outstanding and became warrants for the Common Stock in the Company.
Additionally, 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 3,055,000 warrants (“Post-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $11.50
per share. The Post-IPO Warrants were issued concurrently with the closing of the Business Combination, and 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.
TMTG Earnout Shares
As noted in Note 1, in connection with the Merger, TMTG
shareholders are entitled to up to 40,000,000 shares if certain post merger per share market prices are achieved.
The Company utilized a Monte Carlo simulation analysis to
determine the fair value of the Earnout Shares at the date of the merger, which included the following assumptions:
The Monte Carlo simulation conclusion for each tranche of the
Earnout Shares is the result of the average of 1,000,000 trial outcomes. Within each trial of the simulation:
Volatility is calculated as the annualized standard deviation of
daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche. The 75th percentile of GPC volatilities was selected given the Company’s early stage life cycle relative to the GPC set. The accounting for
the Earnout Shares was first evaluated under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because there are no service conditions nor any requirement of the participants to provide goods or services,
the Company determined that the Earnout Shares are not within the scope of ASC 718.
Next, the Company determined that the Earnout Shares represent a
freestanding equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40. Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.
The Company next considered the equity classification conditions
in ASC 815-40-25 and concluded that all of the conditions were met. Therefore, the Earnout Share arrangement is appropriately classified in equity.
As the merger has been accounted for as a reverse
recapitalization, the fair value of the Earnout Shares arrangement has been accounted for as an equity transaction as of the closing date of the merger.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of information about Recapitalization. No definition available.
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PROPERTY, PLANT AND EQUIPMENT (Q1) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| PROPERTY, PLANT AND EQUIPMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT |
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Total depreciation expense was $5.6 and $16.5 for the three months
ended March 31, 2024 and 2023, respectively
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NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- 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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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Q1) |
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| ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the
following:
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| X | ||||||||||
- Definition The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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LEASES (Q1) |
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| LEASES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES |
NOTE 6 - LEASES
Operating leases are included in the unaudited condensed
consolidated Balance Sheets as follows:
The components of lease costs, which are included in loss from
operations in our unaudited condensed consolidated Statement of Operations we as follows:
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NOTE 4 - LEASES
During the years ended December 31, 2023 and 2022, we recognized
offsetting ROU assets and lease liabilities of zero and $593.9 respectively. We elected not to recognize ROU assets and operating lease liabilities arising from short-term office and server leases, i.e., leases with initial terms of twelve
months or less (deemed immaterial) on the consolidated balance sheets.
When measuring lease liabilities that were classified as operating
leases, we discounted lease payments using our estimated incremental borrowing rate at the recognition date during the years ended December 31, 2023 and 2022. The incremental borrowing rate applied to our sole operating lease was 7.01%. As of December 31, 2023, our lease had a remaining useful life of 2.17 years.
Operating leases are included in the consolidated Balance Sheets as
follows:
The components of lease costs, which are included in income/(loss)
from operations in our consolidated Statement of Operations were as follows:
Lease commitments
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- References No definition available.
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| X | ||||||||||
- 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 (Q1) |
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES |
NOTE 7 - INCOME TAXES
The estimated annual effective tax rate applied to the three month
periods ended March 31, 2023 is 0%, which differs from the US federal statutory rate of 21% principally due to the projection of U.S. net operating loss for fiscal 2024 with full application of a valuation allowance. As of March 31, 2024, TMTG had US Federal
net operating loss carryforwards (“NOLs”) with a tax benefit of approximately $9,400.0 from December 31, 2023.
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NOTE 5 - 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 periods ended December 31, 2023 and December 31, 2022, 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 and 2022 are as follows:
As of December 31, 2023, TMTG had US Federal and state net operating
loss carryforwards (“NOLs”) with a tax benefit of $9,474.7 (December 31, 2022: $4,478.1).
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- 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 (Q1) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Related Party Transactions [Abstract] | ||
| OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE |
NOTE 8 – OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE
AND PAYABLE
Administrative Services Arrangement
An affiliate of the Digital World sponsor ARC agreed, commencing
from the date when Digital World’s Registration Statement was declared effective through the earlier of Digital World’s consummation of a Business Combination and its liquidation, to make available to the Digital World certain general and
administrative services, including office space, utilities and administrative services, as Digital World required from time to time. Digital World agreed to pay the affiliate of the Sponsor $15.0 per month for these services. The agreement with the Sponsor was terminated on April 5, 2023. $221.0 was unpaid as of March 31, 2024.
Advances – related party
During 2022 and the year ended December 31, 2023, the Digital
World Sponsor paid, on behalf of Digital World, $470.8 to a vendor for costs incurred by Digital World and $41.0 directly to Digital World. As of March 31, 2024, the Company’s obligation to the Sponsor for such payments was outstanding in the amount
of $41.0.
Effective June 13, 2022, Private TMTG entered into a Consulting
Services Agreement with Trishul, LLC (“Trishul”). Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to Private TMTG until the consulting relationship was terminated by Private
TMTG effective March 25, 2024, upon the Closing of the Business Combination. During the three months ended March 31, 2024 and 2023, TMTG paid $30.0
and $40.0, respectively, to Trishul. As of March 31, 2024 and 2023, TMTG had an outstanding payable balance of zero and $10.0, respectively to
Trishul. The outstanding payable balance at December 31, 2023 was zero. Trishul is owned by Kashyap “Kash” Patel, a director of
TMTG since March 25, 2024, and previously a director of Private TMTG from March 11, 2022, until March 26, 2024.
In August 2021, Private TMTG entered into a Consulting Services
Agreement with Hudson Digital, LLC (“Hudson Digital”). Pursuant to the agreement, which as amended expires December 31, 2024, Hudson Digital provides consulting services to TMTG. Hudson Digital also received a TMTG Executive Promissory
Note in the principal amount of $4,000.0, which converted into common shares immediately before the Closing (along with all other
Private TMTG Convertible Notes), and a $600.0 retention bonus following the Closing. During the
three months ended March 31, 2024 and 2023, we paid $60.0 to Hudson Digital. As of March 31, 2024 and 2023, TMTG had an outstanding payable balance of $600.0 and zero, respectively to Hudson Digital, recorded
within accounts payable and accrued liabilities on the condensed consolidated balance sheet. Hudson Digital is owned by Daniel Scavino, who served as a director of Private TMTG from February 16, 2023, until March 25, 2024. Mr. Scavino has not
served as an officer or director of TMTG.
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NOTE 6 – OTHER INCOME – RELATED PARTY, RELATED PARTY RECEIVABLE AND
PAYABLE
There was no other income – related party for the period. The other income – related party in 2021 amounted to $2,123.3 related to a licensing agreement with one of the Stockholders. At the end of fourth quarter 2021, $23.3 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 $95.5 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.
Effective June 13, 2022, the Company entered into a Consulting
Services Agreement with Trishul, LLC (“Trishul”). Pursuant to such agreement and subsequent performance by the parties thereto, Trishul provided consulting services to the Company until the consulting relationship was terminated by the Company
on March 25, 2024. During the years ended December 31, 2023 and 2022, the Company paid $131.7 and $50.0, respectively, to Trishul. As of December 31, 2023 and 2022, the Company had an outstanding payable balance of zero and $20.0, respectively, to
Trishul. Trishul is owned by Kashyap “Kash” Patel, a director of the Company from March 11, 2022 to March 26, 2024.
In August 2021, the Company entered into a Consulting Serivces
Agreement with Hudson Digital, LLC (“Hudson Digital”). Pursuant to the agreement, which as amended expires in December 31, 2024, Hudson Digital provides consulting services to the Company. During the years ended December 31, 2023 and 2022, the
Company paid $240.0 and $240.0,
respectively, to Hudson Digital. As of December 31, 2023 and 2022, the Company an had outstanding payable balance of zero to
Hudson Digital. Hudson Digital is owned by Daniel Scavino, who served as a director of the Company from February 16, 2023, until March 25, 2024.
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- 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 AND WARRANTS (Q1) |
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| CONVERTIBLE PROMISSORY NOTES AND WARRANTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE PROMISSORY NOTES AND WARRANTS |
NOTE 9 – CONVERTIBLE PROMISSORY NOTES AND WARRANTS
Notes 1 to 7 were Convertible Promissory Notes issued from
May 2021 through October 2021 with a cumulative face value of $5,340.0, maturity of 24 months from each respective issuance date and interest was accrued at 5%
based on the simple interest method (365 days year) for each note. Each of Notes 1-7 contemplated 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 would 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 was 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 would 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 would 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 were Convertible Promissory Notes issued from
November 2021 through December 2021 with a cumulative face value of $17,500.0, maturity of between 18 months and 36 months and
interest was accrued at a range between 5% and 10% based on the simple interest method (365 days year) for each note. Notes 8 to 12 were convertible simultaneously with the completion of a SPAC merger agreement or IPO. All
outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would 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 $25, $21 or $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 would be reset to 50% of the
then current TMTG Stock Price subject to a floor of $10 per share.
Notes 13 to 18 were Convertible Promissory Notes issued from
January 2022 through March 2022. Note 19 was issued on August 23, 2023. Notes 13 to 19 were Convertible Promissory Notes issued with a cumulative face value of $18,360.0, 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 were convertible simultaneously with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or Qualified Initial Public Offering
(“IPO”). All outstanding principal of these Notes, together with all accrued but unpaid interest on such principal, would convert to equity. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes would
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 $25 or $21 subject to the respective conditions of the
individual notes.
Notes 20 to 23 were Convertible Promissory Notes issued from
November 2023 through March 2024 with a cumulative face value of $7,955.0, maturity of 18 months and interest will be accrued at 10% based on the
simple interest method (365 days year) for each note. Notes 20 to 23 were convertible with the completion of a Qualified SPAC Business Combination (“SPAC”) merger agreement or Qualified Initial Public Offering (“IPO”). The outstanding
principal of the Notes, accrued but unpaid interest on such principal, would 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 SPAC transaction 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 $10. The number of shares of Company stock to be issued to the Lender upon conversion of the Notes in the event of an IPO would 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 50%
of the IPO price per share.
Convertible notes and warrants - 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 $50,000.0 in convertible promissory notes (the “Convertible Notes”). The Convertible Notes: (a) accrue interest at an annual rate of 8.00% and are payable on the earlier of (i) the date that is 12 months after the date on which the Company consummates the Business Combination,
which interest is not payable to the extent the holder exercises the conversion right and (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”); (b) are convertible (i) at any time following the
consummation of the Business Combination, but prior to the Maturity Date, redemption or otherwise the repayment in full of the Convertible Notes, at each holder’s option, in whole or in part, and subject to the terms and conditions of the
Convertible Notes, including any required shareholders’ approval upon the consummation of the Business Combination and (ii) into that number of Digital World Class A common stock and warrants included in the units, each unit consisting of one share of Class A common stock of the Company and one-half
of one warrant of the Company (the “Conversion Units”), equivalent to (A) the portion of the principal amount of the applicable Convertible Note (excluding any accrued interest, which shall not be payable with respect to the Convertible
Note that was converted) being converted, divided by (B) $8.00 (the “Conversion Price”); (c) may be redeemed by Digital World, in
whole or in part, commencing on the date on which all Digital World Class A common stock issuable to the holders has been registered with the SEC, by providing a 10-day notice of such redemption (the “Redemption Right”), which Redemption Right is contingent upon the trading price of the Digital World Class A common stock exceeding 130% of the applicable conversion price on at least 3
trading days, whether consecutive or not, within the 15 consecutive trading days ending on the day immediately preceding the day
on which a redemption notice is issued by Digital World; (d) are initially drawable for 20% of the applicable investor’s
commitment amount and a final drawdown for the remaining 80% to occur upon the closing of the Business Combination, with the
proceeds of such final drawdown to be deposited into a control account as indicated by the Company (the “Control Account”). The proceeds from such final drawdown deposited into the Control Account shall remain therein and may not be withdrawn
by the Company until such time as (i) the Company exercises the Redemption Rights using the proceeds in the Control Account, (ii) any portion of the applicable Convertible Note has been converted, at which time such portion shall be released
from the Control Account or (iii) if prior to the conversion, a resale registration statement of the Company covering all common stock issued pursuant to the Convertible Note has been declared effective by the Commission; (e) are subject to
specified events of default; and (f) have registration rights pursuant to the registration rights agreement entered into by the Company and the parties thereto as of September 2, 2021.
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 3,055,000 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 were issued concurrently with the closing of the Business Combination, and 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.
Investors funded $10,000.0 of the $50,000.0 available under the Note Purchase
Agreement before the closing of the merger and $40,000.0 immediately after Closing. The $40,000.0 of proceeds is held in a restricted account and will be released upon satisfaction of certain conditions, including the registration of the underlying shares.
Conversion into Paid in Capital
At the closing of the merger, certain Digital World and TMTG
convertible notes were converted into common stock of the Company. The carrying value of the Digital World notes converted was $8,228.6
and the carrying value of the TMTG notes converted was $300,426.0, including the derivative liability.
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 Statement of Operations. 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 periods 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.
As of March 31, 2024, our future minimum payment of our note
payable in the amount of $50,157.8 is due in March 2025.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for information about Convertible Promissory Notes and Warrants. No definition available.
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FAIR VALUE MEASUREMENT (Q1) |
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Dec. 31, 2023 |
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| FAIR VALUE MEASUREMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENT |
NOTE 10 - 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.
The derivative liability component of 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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NOTE 8 - 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.
The derivative liability is classified as Level 3 due to
significant unobservable inputs.
The derivative liability is remeasured to its fair value each
reporting period period and upon settlement with changes in its fair value recorded in the consolidated statement of operations. The change in fair value of the derivative liability was as follows:
The estimated fair value of the conversion feature of the derivative
liability, a level 3 measurement was estimated using traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations. A Black-Scholes model for Notes 1 though 8, 10, 13 and 20 and a Monte Carlo
simiulation model for all other outstanding Notes as of December 31, 2023, and a Black-Scholes model for Notes 1 through 7 and a Monte Carlo simulation model for Notes 8 through 18 as of December 31, 2022. The application of the Black-Scholes
model and Monte Carlo simulation requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:
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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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LOSS PER SHARE (Q1) |
3 Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||
| Profit/(loss) per Share attributable to common stockholders: | |||||||||||||||||||||||||||||
| LOSS PER SHARE |
NOTE 11 – LOSS PER SHARE
Basic loss per share is calculated by dividing net income by the
weighted average number of shares of stock outstanding during the period. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during the period adjusted for the effect of dilutive
potential shares from convertible notes and warrants. There were no dilutive potential common shares for three months ended
March 31, 2024 and 2023, because the Company incurred a net loss and the potential dilutive shares are anti-dilutive. As such, basic and diluted losses per common share are the same.
Total common stock equivalents excluded from dilutive loss per
share are as follows:
As noted in Note 14, in connection with the litigation initiated
by ARC against DWAC in the Delaware Court of Chancery and the Closing of the Business Combination, the Company deposited 4,667,033
shares into
an escrow account, to be held until the action concludes. While in escrow, such
shares are generally not considered by the Company to be issued and outstanding. For purposes of basic and diluted loss per share (and the table above), these shares are not included until the contingency (litigation) is resolved.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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STOCKHOLDERS' EQUITY (Q1) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| STOCKHOLDERS' DEFICIT | ||
| STOCKHOLDERS' EQUITY |
NOTE 12 – 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.
In January 2024, the total number of shares of the Company’s
Common Stock authorized was increased to 1,000,000,000, each having a par value of $0.000001, of which 100,000,000 shares were issued and
outstanding. 100,000,000 of the additional authorized but unissued shares were classified as non-voting.
On March 25, 2024, in connection with the merger, Digital World
amended (the second amendment) and restated its certification of incorporation. Amoung other matters, Digital World’s name was changed to Trump Media and Technology Group Corp. Additionally, the Company changed its authorized capital stock to
1,000,000,000 shares, each with a par value of $0.0001 per share, consisting of (a) 999,000,000 shares of common stock
and (b) 1,000,000 shares of preferred stock.
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NOTE 9– 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 Common 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. No activity pursuant to the Equity Incentive Plan occurred for the years ended December 31, 2023 and 2022.
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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
|
STOCK BASED COMPENSATION (Q1) |
3 Months Ended |
|---|---|
Mar. 31, 2024 | |
| STOCK BASED COMPENSATION [Abstract] | |
| STOCK BASED COMPENSATION |
NOTE 13 – STOCK BASED COMPENSATION
2024 Equity Incentive Plan
In connection with the Business Combination, TMTG’s Board adopted,
and our stockholders approved, the Digital World Acquisition Corp. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), which became effective on March 25, 2024. The total number of shares of our common stock reserved and available
for delivery under the 2024 Equity Incentive Plan at any time during the term of the 2024 Equity Incentive Plan will be equal to 13,252,544
No activity pursuant to the 2024 Equity Incentive Plan occurred for the three months ended March 31, 2024.
Executive Promissory Notes
In March 2024, we issued unsecured Executive Promissory Notes to
certain executives, including each of our Named Executive Officers (“NEOs”) in an aggregate amount of $10,900.0, as consideration
for their service to the Company through the Merger. The Executive Promissory Notes bore a zero-coupon interest rate, and became
payable at the earlier of September 30, 2024, an Event of Default, or upon a Change in Control Event. The Maturity Date of the
Executive Promissory Notes could be extended at the sole discretion of each executive individually for any reason, including for the purpose of allowing the Executive Promissory Notes to convert to stock or other securities upon a Change of
Control Event.
Upon a Change of Control Event, the Executive Promissory Notes
automatically converted into either (a) shares of common stock at a fixed conversion price of $10.00 per share upon consummating a
merger with DWAC, or (b) a share amount equal to the quotient of the principal amount divided by the price per share based upon the current fair value of the common stock of TMTG, for any other Change of Control Events.
On March 25, 2024, we consummated a merger between DWAC and TMTG
at which time the Executive Promissory Notes automatically converted into an aggregate of 1,090,000 shares of our common stock. We
accounted for the Executive Promissory Notes as a liability award under ASC 718 as the Executive Promissory Notes could be converted into a variable number of shares upon a Change of Control event and the executives had the sole discretion to
extend the Maturity Date which could result in the Company being required to settle the Executive Promissory Notes in cash. We remeasured the fair value of the Executive Promissory Notes at their settlement date and recorded stock-based
compensation expense for these awards, within general and administration expense in the Statement of Operations, totaling $54,445.5
for the three months ended March 31, 2024.
Vendor Convertible Notes
In March 2024, we issued unsecured convertible notes to certain
vendors in exchange for research and development services provided. These Vendor Convertible Notes were issued with an aggregate face value of $7,500.0,
bore a zero-coupon interest rate, and had a maturity date in March 2027.
The Vendor Convertible Notes were automatically convertible in to
shares of our common stock upon consummating a merger between DWAC and TMTG at a conversion price of $10.00 per share. We measured
the fair value of these Vendor Convertible Notes on their date of grant and recorded $30,142.5 of stock based compensation expense,
within research and development expense in the Statement of Operations for the three months ended March 31, 2024.
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| X | ||||||||||
- Definition The entire disclosure for share-based payment arrangement. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
COMMITMENTS AND CONTINGENCIES (Q1) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS AND CONTINGENCIES |
NOTE 14 - COMMITMENTS AND CONTINGENCIES
From time-to-time, we are a party to litigation and subject to
claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal
and other contingencies when losses are probable and reasonably estimable. 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. However, the outcomes of claims legal proceedings or investigations are inherently unpredictable
and subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time. We may also receive unfavorable
preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business,
financial position, results of operations or cash flows. We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that we have
disclosed, and make adjustments as appropriate.
In connection with the litigation initiated by ARC against DWAC in
the Delaware Court of Chancery (see below) and the Closing of the Business Combination, the Company deposited 4,667,033 shares
into an escrow account, to be held until the action concludes. While in escrow, such shares are generally not considered by the Company to be issued and outstanding. On March 22, 2024, the Chancery Court entered a Scheduling Order setting the
case for a single-day trial on June 26, 2024.
Except as indicated below, to the knowledge of our management
team, there is no litigation currently pending or contemplated against us or against any of our property.
We have cooperated with a FINRA inquiry concerning events
(specifically, a review of trading) that preceded the public announcement of the Merger Agreement and the consummation of the Business Combination. 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, or as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities.
Settlement in Principle
Digital World was the subject of an investigation by the SEC with
respect to certain statements, agreements and the timing thereof included in Digital World’s registration statements on Form S-1 in connection with its IPO and Form S-4 relating to the Business Combination (the “Investigation”).
On July 3, 2023, Digital World 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 it settled its dispute with Digital World and entered an 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 Private TMTG regarding the proposed business combination. In the Order, Digital World
agreed (i) that any amended Form S-4 filed by Digital World would be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with Private 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 Private TMTG or any other entity.
In connection with the consummation of the Business Combination,
on March 25, 2024, Digital World paid the $18 million civil penalty to the SEC pursuant to the Order.
Section 16 Claim
On October 20, 2023, Robert Lowinger (the “Plaintiff”) 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 was named as a party
in the lawsuit because the Plaintiff is seeking relief for the benefit of Digital World. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of Digital World and that they purchased securities of
Digital World. The Plaintiff 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, the Plaintiff 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 the Plaintiff, 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 January 11,
2024, Digital World filed a pre-motion letter with the court, indicating Digital World’s intention to file a motion to dismiss in relation to the matter. This pre-motion letter was subsequently endorsed by the court on January 17, 2024. The
court provided a deadline of January 22, 2024 for the Plaintiff to respond to Digital World’s pre-motion letter.
On March 1, 2024, Digital World filed a motion to dismiss the
claims against Digital World. On March 15, 2024, the Plaintiff 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 the claims against Digital World. The
case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 (S.D.N.Y. Oct. 20, 2023).
Litigation with United Atlantic Ventures (“UAV”) in Delaware
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
Private TMTG initiatives (the “Services Agreement”). Neither Private TMTG nor Digital World was a party to such agreement.
On each of January 18, 2024 and February 9, 2024, Digital World
received letters from counsel to UAV, a party to the Services Agreement. The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier. Specifically, counsel
for UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (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, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which
also
threatened Private TMTG with legal action regarding UAV’s alleged rights in Private
TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.
On February 28, 2024, UAV filed a verified complaint against
Private TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings. On March 4, 2024, UAV filed an amended
complaint, converting their action from a direct action to a purported derivative action, and adding members of the Private TMTG board as defendants.
On March 6, 2024, Private TMTG filed an opposition to UAV’s motion
to expedite, and UAV filed its response on March 8, 2024. On March 9, 2024, the Chancery Court held a hearing to decide UAV’s motion to expedite proceedings. During the oral argument, Private TMTG agreed that any additional shares of Private
TMTG issued prior to or upon the consummation of the Business
Combination would be placed in escrow pending a resolution of the dispute between the parties. The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. On
March 18, 2024, Private TMTG and the former board filed a motion to dismiss the amended complaint for, among other things, failure to state a claim.
On April 2, 2024, UAV filed a motion for leave to file a second
amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state court. Private TMTG
maintains that the contempt claims are meritless. Additionally, UAV filed a motion for a case scheduling order seeking to expedite discovery in advance of a hearing scheduled for April 30, 2024. On April 3, 2024, Defendants (Private TMTG and
its former board) filed an opposition to the motion for scheduling order. On April 5, 2024, Defendants filed an opposition to the motion for leave to file a second amended complaint. On April 8, 2024, Defendants filed a motion to stay
discovery and for protective order. The Chancery Court granted the motion for leave to file a second amended complaint on April 9, 2024, but the Chancery Court also re-assigned the case to a new judicial officer.
On April 11, 2024, UAV filed its second amended complaint, naming
the prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.
On April 22, 2024, all of the Defendants moved to vacate the
Chancery Court’s prior order expediting the matter. Additionally, all of the Defendants moved to dismiss the second amended complaint. Following briefing and oral argument on the motion to vacate, the Chancery Court vacated the prior
provisions of the March 15 order expediting the matter. On May 8, 2024, the Chancery Court stayed discovery.
This matter—including Defendants’ Motion to Dismiss and UAV’s
Renewed Motion for Contempt—remains pending.
Lawsuit Against ARC and Patrick Orlando
On February 26, 2024, representatives of ARC Global Investments
II, LLC (“ARC”) claimed to Digital World that after a “more comprehensive” review, the conversion ratio for Digital World Class B common stock into Digital World Class A common stock upon the completion of the Business Combination was
approximately 1.8:1. ARC’s new claim also contradicted the previous assertion by Patrick Orlando, the managing member of ARC, that
the conversion ratio was 1.68:1. Digital World’s board of directors viewed these claims as an attempt by Mr. Orlando to secure
personal benefits, breaching his fiduciary duty to Digital World and its shareholders.
Digital World and Private TMTG initiated a lawsuit against ARC
(Case No. 192862534) in the Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida, on February 27, 2024. The complaint sought a declaratory judgment affirming the appropriate conversion ratio as 1.34:1, as previously disclosed, damages for tortious interference with the contractual and business relationship between Private TMTG and Digital
World, and damages for conspiracy with unnamed co-conspirators to interfere with the same. The complaint also sought damages for Mr. Orlando’s breach of fiduciary duty, which exposed Digital World to regulatory liability and resulted in an $18 million penalty, and for his continuous obstruction of Digital World’s merger with Private TMTG to extort various concessions that benefited
only him and harmed Digital World and
its shareholders. Furthermore, the complaint sought damages for the wrongful
assertion of dominion over Digital World’s assets inconsistent with Digital World’s possessory rights over those assets. On March 8, 2024, Digital World voluntarily dismissed its declaratory judgment claim against ARC. On March 17, 2024,
Digital World and Private TMTG filed an amended complaint, adding a claim for violation of Florida’s Deceptive and Unfair Trade Practices Act. Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of
care, and conversion claims against Mr. Orlando. With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty. Defendants ARC and Mr. Orlando filed motions to dismiss the amended complaint and stay discovery in
the action on April 3, 2024. No hearing has been set on the motions, and a case management conference is scheduled for June 17, 2024.
On the afternoon of February 28, 2024, ARC’s registered agent in
Wilmington, Delaware, and Mr. Orlando were served with the complaint filed by Digital World and Private TMTG. Later that day, ARC’s counsel electronically mailed Digital World’s counsel a lawsuit, filed in the Court of Chancery of the State
of Delaware, alleging an 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 “Delaware
Lawsuit”). The complaint claims a new conversion ratio of 1.78:1 and seeks specific performance and damages for the alleged breach
of the Digital World Charter, a declaratory judgment that the certain derivative securities of Digital World should be included in the calculation of the conversion ratio, a finding that the directors of Digital World breached their fiduciary
duties, and a preliminary injunction to enjoin the Business Combination until Digital World “corrected” the conversion ratio.
We do not believe ARC’s 1.78:1 conversion ratio and related claims are supported by the terms of the Digital World Charter. As a result, we intend to vigorously defend Digital World’s
calculation of the conversion ratio and related rights. In addition to its complaint filed on February 28, 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
conducted a hearing to consider ARC’s request to expedite the case schedule. After hearing arguments from both sides, the Vice Chancellor denied ARC’s motion, stating that the court would not conduct a merits or injunction hearing before
March 22, 2024. Consequently, the Vice Chancellor also denied ARC’s request to postpone the vote until after a merits hearing.
The Chancery Court ruled that Digital World’s proposal to deposit
disputed shares into an escrow account at the close of the Business Combination was adequate to prevent potential irreparable harm related to ARC’s share conversion. The court also found that Digital World’s public disclosures about ARC’s
claims and possible conversion scenarios at the close of the Business Combination further mitigated the risk of irreparable harm due to insufficient disclosure for the March 22, 2024 vote. In its ruling, the Chancery Court ordered ARC and
Digital World to propose a schedule by March 8, 2024, for resolving the action within 150 days following the Business Combination.
The court also asked the parties to provide a stipulation by March 8, 2024, regarding ARC’s ability to maintain standing over its claim after voting in favor of the Business Combination. The court further requested the parties to agree to the
creation of an escrow account for the deposit of disputed shares after the Business Combination, to be held until the action concludes. Lastly, the court asked Digital World’s counsel to submit a letter by March 8, 2024, outlining 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 8, 2024,
Digital World submitted a letter to the Chancery Court, stating
that it voluntarily had dismissed its claim for declaratory judgment in the Circuit Court of Sarasota County, Florida. On March 22, 2024, the Chancery Court entered a Scheduling Order setting the case for a single-day trial on June 26, 2024.
Discovery is ongoing.
In relation to the Delaware Lawsuit, Digital World notified its
shareholders on March 14, 2024, of its intention to apply a conversion ratio to all Digital World Class B common stock shares to ensure that ARC and the Non-ARC Class B Shareholders receive an equal number of common stock shares in the
Company per share of Digital World Class B common stock. Accordingly, on March 21, 2024, Digital World entered into the Disputed Shares Escrow Agreements with the Escrow Agent, pursuant to which TMTG deposited into escrow the
number of shares of TMTG Common Stock representing the difference between the actual
conversion ratio, determined by Digital World’s board of directors upon closing of the Business Combination (which was determined to be 1.348:1),
and a conversion ratio of 2.00. Any release of shares is subject to the terms and conditions of the Disputed Shares Escrow
Agreements.
The ultimate resolution as to whether none, a portion or all of
the disputed conversion shares will be issued is not determinable at this time. As a general matter, the pursuit of the claims may be costly and time consuming and could have a material adverse effect on TMTG’s reputation and its existing
stockholders and may result in counterclaims.
Litigation With Patrick Orlando in Delaware
On March 15, 2024, Plaintiff Patrick Orlando brought a lawsuit
against Digital World in the Chancery Court seeking advancement of legal fees associated with Mr. Orlando’s involvement in civil litigation against Digital World in Florida and certain other matters (the “Advancement Lawsuit”). Mr. Orlando’s
allegations relate to certain provisions in the Digital World Charter, Digital World’s bylaws, and an indemnity agreement allegedly entered into between Mr. Orlando and Digital World. Mr. Orlando alleges that those certain provisions require
Digital World to pay the legal fees Mr. Orlando incurred and will incur in connection with legal proceedings in which he is involved by reason of the fact that he is or was a director or officer of Digital World. Mr. Orlando seeks a court
order that (i) declares that he is entitled to legal fees for certain proceedings described in the complaint, (ii) requires Digital World to pay for legal fees incurred and future legal fees to be incurred for those proceedings, (iii)
requires Digital World to pay the fees incurred to bring the Advancement Lawsuit, and (iv) requires Digital World to pay pre- and post-judgment interest on the amounts owed to Mr. Orlando.
On April 3, 2024, the Chancery Court entered a Stipulation and
Advancement Order (“Stipulation”), stating that Mr. Orlando is entitled to advancement of attorneys’ fees and costs incurred with legal proceedings described in the Stipulation, subject to Digital World’s right to challenge the reasonableness
of those attorneys’ fees and costs. The Stipulation further states that Mr. Orlando is entitled to fees incurred in connection with enforcement of advancement rights and sets forth procedures that will govern future requests for advancement
of attorneys’ fees and costs. As of May, 10, 2024, TMTG had paid or agreed to pay a total of $235.1 thousand to Mr. Orlando’s
attorneys pursuant to such Stipulation.
On April 23, 2024, Mr. Orlando filed a motion for leave to
supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr. Orlando has incurred and will incur in connection with his defense of an action for declaratory judgment brought by members of ARC regarding
Mr. Orlando’s removal as the managing member of ARC. Mr. Orlando also seeks reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he seeks pre-judgment and post-judgment
interest on the amounts he claims are owed to him.
Lawsuit Against ARC in New York
On March 19, 2024, Plaintiff Digital World filed a lawsuit against
ARC in New York state court alleging breach of contract and seeking injunctive relief. Digital World’s claims related 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 shareholders for a vote. Digital World alleged that it presented a merger agreement to its shareholders, but ARC withheld its vote in favor of the merger in advance of the
March 22, 2024 shareholder vote. Digital World’s suit requested that the court declare 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 sought an award of consequential damages for breach of contract. On March 22, 2024, Digital World voluntarily discontinued its action without prejudice after ARC cast its vote in favor of the
Business Combination at the Special Meeting.
Lawsuit Against UAV, Litinksy, Moss, and Orlando in Florida
On March 24, 2024, Private TMTG filed a lawsuit in the Circuit
Court of the Twelfth Judicial Circuit for Sarasota County, Florida (Case No. 2024 CA 001545 NC) against UAV, Andrew Litinsky, Wesley Moss, and Patrick Orlando. In view of UAV’s repeated demands concerning its alleged stock ownership and
director
appointment rights, the complaint alleges claims for a declaratory judgment against
UAV determining that the Services Agreement is unenforceable against Private TMTG. The complaint also asserts a claim for unjust enrichment against UAV based on its failure to competently provide services to the company. Finally, the
complaint asserts claims for damages for (a) breach of the fiduciary duty of loyalty against Mr. Litinsky and Mr. Moss based on their dealings with Orlando, (b) aiding and abetting and conspiracy to breach fiduciary duty against Mr. Orlando
based on the same events, and (c) breach of the fiduciary duty of care against Mr. Litinsky and Mr. Moss for their gross negligence in managing the company.
On April 25, 2024, Private TMTG filed a motion to consolidate this
lawsuit with the Lawsuit Against ARC and Patrick Orlando in Sarasota County, Florida described above for purposes of discovery and pretrial proceedings. That motion is currently pending before the court, as is Mr. Moss, Mr. Litinsky, and
UAV’s motion to stay proceedings—which is set for a hearing on June 5, 2024.
Litigation with Orlando and Benessere in Miami, Florida
On April 2, 2024, Patrick Orlando and Benessere Investment Group,
LLC filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County, Florida. Orlando and Benessere seek a declaratory judgment that TMTG is restricted from disclosing material exchanged with Orlando and
Benessere pursuant to a joint defense agreement previously entered into by the Parties in addition to a request for damages for any breach of the joint defense agreement. Also on April 2, 2024, Orlando and Benessere filed a motion for
preliminary injunction for enforcement of the joint defense agreement. As of May 2, 2024, the motion for preliminary injunction had not been set for hearing.
Litigation with ARC Noteholders in Miami, Florida
On May 8, 2024, a group of ARC noteholders (Edwin B. Tucker et
al.) filed suit against ARC and DWAC n/k/a TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County, Florida. The noteholders seek specific performance and compensatory damages from both defendants or, in the
alternative, damages for breach of contract from ARC, in connection with shares of TMTG to which the ARC noteholders assert they are entitled. As of May 10, 2024, TMTG had not been served in this action.
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NOTE 10 - COMMITMENTS AND CONTINGENCIES
From time-to-time, we are a party to litigation and subject to
claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and other unasserted claims. We investigate claims as they arise and accrue estimates for resolution of legal and
other contingencies when losses are probable and reasonably estimable. 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. However, the outcomes of claims, legal proceedings or investigations are inherently unpredictable and
subject to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources and other factors that are not known to us or cannot be quantified at this time. We may also receive unfavorable
preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business,
financial position, results of operations or cash flows. We periodically evaluate developments in our legal matters that could affect the amount of liability that has previously been accrued or the reasonably possible losses that we have
disclosed, and make adjustments as appropriate.
In August, 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 this
year 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 this period. TMTG further reversed $0.5 million of additional liabilities during the current period related to vendors who relied on erroneous interpretation of supply contracts.
Except as indicated below, to the knowledge of our management team,
there is no litigation currently pending or contemplated against us or against any of our property.
Litigation with United Atlantic Ventures (“UAV”) in Delaware
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 Private
TMTG initiatives (the “Services Agreement”). Neither Private TMTG nor Digital World was a party to such agreement.
On each of January 18, 2024 and February 9, 2024, Digital World
received letters from counsel to UAV, a party to the Services Agreement. The letters contained certain assertions and enclosed a copy of the Services Agreement that had been declared void two and a half years earlier. Specifically, counsel for
UAV claims that the Services Agreement grants UAV rights to (1) appoint two directors to TMTG and its successors (i.e., TMTG after the Business Combination), (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, Private TMTG received from counsel to UAV a letter similar to those letters received by Digital World, which also
threatened Private TMTG with legal action regarding UAV’s alleged rights in Private TMTG, including, if necessary, an action to enjoin consummation of the Business Combination.
On February 28, 2024, UAV filed a verified complaint against Private
TMTG in the Chancery Court seeking declaratory and injunctive relief relating to the authorization, issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings. On March 4, 2024, UAV filed an amended complaint,
converting their action from a direct action to a purported derivative action, and adding members of the Private TMTG board as defendants.
On March 6, 2024, Private TMTG filed an opposition to UAV’s motion to
expedite, and UAV filed its response on March 8, 2024. On March 9, 2024, the Chancery Court held a hearing to decide UAV’s motion to expedite proceedings. During the oral argument, Private TMTG agreed that any additional shares of Private
TMTG issued prior to or upon the consummation of the Business
Combination would be placed in escrow pending a resolution of the dispute between the parties. The Chancery Court entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024. On
March 18, 2024, Private TMTG and the former board filed a motion to dismiss the amended complaint for, among other things, failure to state a claim.
On April 2, 2024, UAV filed a motion for leave to file a second
amended complaint together with a motion for preliminary injunction and a motion for contempt and anti-suit injunction related to Private TMTG’s filing of a separate litigation against UAV and others in Florida state court. Private TMTG
maintains that the contempt claims are meritless. Additionally, UAV filed a motion for a case scheduling order seeking to expedite discovery in advance of a hearing scheduled for April 30, 2024. On April 3, 2024, Defendants (Private TMTG and
its former board) filed an opposition to the motion for scheduling order. On April 5, 2024, Defendants filed an opposition to the motion for leave to file a second amended complaint. On April 8, 2024, Defendants filed a motion to stay discovery
and for protective order. The Chancery Court granted the motion for leave to file a second amended complaint on April 9, 2024, but the Chancery Court also re-assigned the case to a new judicial officer.
On April 11, 2024, UAV filed its second amended complaint, naming the
prior Defendants together with five new defendants—TMTG and the current directors on the TMTG Board who were not on Private TMTG’s board of directors.
On April 22, 2024, all of the Defendants moved to vacate the Chancery
Court’s prior order expediting the matter. Additionally, all of the Defendants moved to dismiss the second amended complaint. Following briefing and oral argument on the motion to vacate, the Chancery Court vacated the prior provisions of the
March 15 order expediting the matter. On May 8, 2024, the Chancery Court stayed discovery.
This matter—including Defendants’ Motion to Dismiss and UAV’s Renewed
Motion for Contempt—remains pending.
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| X | ||||||||||
- 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 (Q1) |
3 Months Ended | 12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Subsequent Events [Abstract] | ||||||||||||||||
| SUBSEQUENT EVENTS |
NOTE 15 – SUBSEQUENT EVENTS
On April 15, 2024, TMTG filed a registration statement on form
S-1, which, as of May 20, 2024, had not yet been declared effective and remained subject to amendment and completion.
On April 16, 2024, TMTG announced that it had finished the
research and development phase of its new live TV streaming platform and would begin scaling up its own content delivery network. On May 16 and 17, 2024, respectively, the Company signed agreements to obtain data center services and purchase
servers and related equipment for the project.
On April 26, 2024, in accordance with the terms of the Merger
Agreement, the Company officially determined that 40,000,000 Earnout Shares had been earned, after which such shares were issued.
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NOTE 11 – 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 consolidated financial statements.
Between January 22, 2024, and March 17, 2024, TMTG issued and/or
amended the terms of numerous TMTG Convertible Notes, prior to the conversion of such notes on March 25, 2024, as described below.
On February 28, 2024, TMTG minority shareholder United Atlantic
Ventures, LLC (“UAV”) initiated litigation against TMTG in the Delaware Court of Chancery (“Chancery Court”). On March 4, 2024, UAV filed an amended complaint, adding members of the TMTG board of directors as defendants. On April 11, 2024, UAV
filed a second amended complaint, naming as defendants TMTG, the Combined Entity, and members of the boards of directors of both TMTG and the Combined Entity (collectively, the “Delaware Defendants”).
UAV’s second amended complaint sought primarily declaratory and
injunctive relief, specifically:
On June 5, 2024, UAV filed a motion for leave to further amend its
complaint. That motion, along with UAV’s renewed motion for contempt, remained pending as of the date of these financial statements.
On March 25, 2024, TMTG consummated the Merger Agreement dated
October 20, 2021, between Digital World Acquisition Corp. (“Digitial World” or “DWAC”), DWAC Merger Sub, TMTG, ARC Global Investments II (“ARC”), LLC and TMTG’s General Counsel, as amended on May 11, 2022, August 9, 2023 and September 29, 2023.
Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World, and with TMTG’s stockholders
receiving 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock, which is in substance, a continuation of the TMTG shareholders’
equity interests in the TMTG business, plus up to an additional 7,854,534 shares of New Digital World common stock that were issued
upon conversion of outstanding TMTG Convertible Notes immediately prior to the Closing.
On April 15, 2024, TMTG filed a registration statement on form S-1,
which, as of the date of these financial statements, had not yet been declared effective and remained subject to amendment and completion.
On April 16, 2024, TMTG announced that it had finished the research
and development phase of its new live TV streaming platform and would begin scaling up its own content delivery network. On May 16 and 17, 2024, respectively, the Company signed agreements to obtain data center services and purchase servers and
related equipment for the project.
On April 26, 2024, in accordance with the terms of the Merger
Agreement, the Company officially determined that 40,000,000 Earnout Shares had been earned, after which such shares were issued.
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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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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (FY) (Policies) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed consolidated 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”).
Our interim financial statements are unaudited, and in our
opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent
period or for the year ending December 31, 2024. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our unaudited financial statements for the year ended December 31, 2023.
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Basis of Presentation
The accompanying consolidated 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. In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies
consummated the merger on March 25, 2024.
Company operations consumed $47,048.0 of cash from February 8, 2021 (inception) through March 31, 2024, primarily funded by $48,155.0 of proceeds (net of repayments) from the issuance of “Private TMTG” convertible promissory notes (the “Pre-Merger Notes”). The March 25, 2024 Closing triggered
the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability.
Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5 of cash and $40,000.0 of restricted cash. Prior
to Closing, on February 8, 2024, Digital World agreed to issue up to $50,000.0 of convertible promissory notes (the “Convertible
Notes”) to certain institutional investors (the “Note Purchase Agreements”). Principal plus accrued interest on the “Convertible Notes” is due in March 2025, if the notes have not been converted to common stock. In accordance with the Note Purchase Agreements, Digital World received $10,000.0 of proceeds (from these notes) prior to Closing, and the Company received the remaining $40,000.0
immediately after Closing. The $40,000.0 of post-merger cash proceeds is held in a restricted account and will be released upon
satisfaction of certain conditions, including the registration of the underlying shares. As a result, the Company had a total of $273,729.2
in cash (including restricted cash) and $50,157.8 of convertible promissory notes outstanding as of March 31, 2024. See the note
below titled, “NOTE 9 – CONVERTIBLE PROMISSORY NOTES,” for a detailed description of the Company’s convertible notes.
The Company has experienced operating losses in preceding years
and in the first quarter of 2024. On average, Company operations consumed approximately $12,577.3 of cash per year from its
inception (February 8, 2021) through year-end 2023. In addition, for the three months ended March 31, 2024, and 2023,
the Company had negative operating cash flows of $9,316.0 and $3,774.5, respectively.
As of December 31, 2023, the Company had a negative working capital position, primarily due to the short-term nature of its “Pre-Merger Notes,” which converted to common stock immediately prior to the Closing. Based upon receipt of proceeds
from the Business Combination detailed above, and the resulting positive working capital position (i.e., $274,101.1 of current
assets less $64,004.8 of current liabilities, including $50,157.8 of convertible notes as of March 31, 2024), management believes there is not substantial doubt regarding the Company’s ability to continue as a going concern as
of March 31, 2024, and the substantial doubt as of December 31, 2023, has been mitigated. The Company believes it has sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these
financial statements.
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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 $37,732.0 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460.0 of proceeds from the issuance of convertible promissory
notes (net of repayments). In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies consummated the merger on March 25, 2024. The
March 25, 2024 Closing triggered the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability. Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5
of cash and $40,000.0 of restricted cash. The Company believes it has sufficient working capital to fund operations for at least the
next twelve months from the date of issuance of these consolidated financial statements.
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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. Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not
limited to, the valuation of convertible promissory notes and derivative liabilities.
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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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates and assumptions reflected in the consolidated 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 unaudited condensed consolidated financial statements include
the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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 Condensed Consolidated Statement of Operations.
|
Principles of Consolidation
The consolidated financial statements include the financial
statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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.
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| Cash and cash equivalents |
Cash and cash equivalents
Cash and cash equivalents 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 have been
incurred for those balances exceeding the limitations.
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| Prepaid expenses and other current assets |
Prepaid expenses and other current assets
Other current assets consist of prepaid rent, insurance and
prepaid data costs.
|
Prepaid expenses and other current assets
These assets consist of prepaid rent, insurance and prepaid data
costs.
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| Property and Equipment, net |
Property and Equipment
Property 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 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 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 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 and equipment for
further detail.
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Property and Equipment, net
Property 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 and equipment are as follows:
Expenditures which substantially increase the value or extend the
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 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 an 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 material triggering events identified that necessitated an impairment test over property 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 3 – Property and equipment for further detail.
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| Software Development Cost |
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products.
As a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software
to be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that
the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products. As
a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software to
be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the
project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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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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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. Revenue is
recognized in the period in which the performance obligations are satisfied, which is
typically when advertisements are imprinted on our Truth Social website The Company is an agent in these arrangements, and recognizes revenue for its share of the transaction price in exchange for arranging for the specified advertising to be
provided by the advertising manager service companies on a net basis. The advertising revenues are recognized in the period when the advertising services are provided.
Revenue is recognized net of applicable transactional-based taxes
collected from customers.
One customer accounted for 88.5% and 77.0% of revenue for the year ended December 31, 2023 and 2022, respectively.
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| Unearned revenue |
Unearned revenue
Unearned revenue primarily consists of billings or payments
received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in
advance or in milestone-based installments. Unearned revenue of $695.9 was recognized as revenue for the three months ended
March 31, 2024, which was included in the deferred revenue balance as of December 31, 2023. As of March 31, 2024, deferred revenue is expected to be recognized during the succeeding 12-month period and is therefore presented as current.
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Unearned revenue
Unearned revenue primarily consists of billings or payments received
from customers in advance of revenue recognized for the services provided to our customers and is recognized as services are performed. We generally invoice customers in advance or in milestone-based installments.
The increase in the unearned revenue balance is primarily driven by
payments received in advance of satisfying our performance obligation, offset by $386.9 of revenue recognized in 2023. None of the
revenue recognized in 2023 was included in the unearned revenue balances as of December 31, 2022. Unearned revenue of $4,413.1
represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied as of December 31, 2023. All remaining performance obligations are
expected to be recognized during the succeeding 12-month period and is therefore presented as current. One customer accounted for 100.0% and 0.0% of unearned revenue
for the years ended December 31, 2023 and December 31, 2022, respectively. The accounts receivable balance of this customer represented 0.0%
and 45.0% of the accounts receivable balances for December 31, 2023 and December 31, 2022, respectively.
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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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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 allocated facilities costs, and other supporting overhead costs.
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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, 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales
cost in the period in which they are incurred. For the three months ended March 31, 2024 and 2023, marketing and sales expenses totaled $1,070.4
and $256.1, respectively.
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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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales costs in the period in which
they are incurred. For the years ended December 31, 2023 and 2022, marketing and sales expenses totaled $1,279.6 and $625.9, respectively.
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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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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 unaudited condensed consolidated 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/(Benefit). See Note 7 - Income Taxes.
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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/loss 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 5 - Income Taxes.
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| Debt Issuance Costs |
Debt Issuance Costs
We capitalize issuance costs, underwriting fees and related expenses
incurred in connection with the issuance of debt instruments and amortize such costs using the effective interest method over the terms of the respective instruments. Debt issuance costs are reflected as a direct reduction of the carrying
amount of the related debt liability.
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| Derivatives |
Derivatives
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 sheets 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 and earnout 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 unaudited condensed consolidated financial statements.
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Derivatives
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 sheets 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.
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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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Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources and 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 as of December 31, 2023 and 2022.
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| Recently issued accounting standards |
Recently issued accounting standards
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for
as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and
Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for
convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The
Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the
Company’s consolidated financial statements.
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Recently issued accounting standards
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 was 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 of the Company’s leases are operating leases. See Note 4, “Leases.” All
leases other than those disclosed as Right-to-Use leases are short term in nature with a term less than 12 months.
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be
accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in
Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts
in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Board specified that an entity should adopt
the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements.
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- Definition Disclosure of accounting policy for liquidity and going concern. No definition available.
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- Definition Disclosure of accounting policy for marketing and sales. No definition available.
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- Definition Disclosure of accounting policy for prepaid expenses and other current assets. No definition available.
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- Definition Disclosure of accounting policy for unearned Revenue. No definition available.
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- References No definition available.
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- 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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- 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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- 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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- 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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- 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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- Definition Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt. 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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- 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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- 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 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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- 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
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- Definition Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- 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
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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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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Q1) (Policies) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed consolidated 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”).
Our interim financial statements are unaudited, and in our
opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent
period or for the year ending December 31, 2024. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our unaudited financial statements for the year ended December 31, 2023.
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Basis of Presentation
The accompanying consolidated 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. In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies
consummated the merger on March 25, 2024.
Company operations consumed $47,048.0 of cash from February 8, 2021 (inception) through March 31, 2024, primarily funded by $48,155.0 of proceeds (net of repayments) from the issuance of “Private TMTG” convertible promissory notes (the “Pre-Merger Notes”). The March 25, 2024 Closing triggered
the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability.
Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5 of cash and $40,000.0 of restricted cash. Prior
to Closing, on February 8, 2024, Digital World agreed to issue up to $50,000.0 of convertible promissory notes (the “Convertible
Notes”) to certain institutional investors (the “Note Purchase Agreements”). Principal plus accrued interest on the “Convertible Notes” is due in March 2025, if the notes have not been converted to common stock. In accordance with the Note Purchase Agreements, Digital World received $10,000.0 of proceeds (from these notes) prior to Closing, and the Company received the remaining $40,000.0
immediately after Closing. The $40,000.0 of post-merger cash proceeds is held in a restricted account and will be released upon
satisfaction of certain conditions, including the registration of the underlying shares. As a result, the Company had a total of $273,729.2
in cash (including restricted cash) and $50,157.8 of convertible promissory notes outstanding as of March 31, 2024. See the note
below titled, “NOTE 9 – CONVERTIBLE PROMISSORY NOTES,” for a detailed description of the Company’s convertible notes.
The Company has experienced operating losses in preceding years
and in the first quarter of 2024. On average, Company operations consumed approximately $12,577.3 of cash per year from its
inception (February 8, 2021) through year-end 2023. In addition, for the three months ended March 31, 2024, and 2023,
the Company had negative operating cash flows of $9,316.0 and $3,774.5, respectively.
As of December 31, 2023, the Company had a negative working capital position, primarily due to the short-term nature of its “Pre-Merger Notes,” which converted to common stock immediately prior to the Closing. Based upon receipt of proceeds
from the Business Combination detailed above, and the resulting positive working capital position (i.e., $274,101.1 of current
assets less $64,004.8 of current liabilities, including $50,157.8 of convertible notes as of March 31, 2024), management believes there is not substantial doubt regarding the Company’s ability to continue as a going concern as
of March 31, 2024, and the substantial doubt as of December 31, 2023, has been mitigated. The Company believes it has sufficient working capital to fund operations for at least the next twelve months from the date of issuance of these
financial statements.
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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 $37,732.0 from
February 8, 2021 (inception) through December 31, 2023 funded by $40,460.0 of proceeds from the issuance of convertible promissory
notes (net of repayments). In October of 2021, TMTG entered into a definitive merger agreement with DWAC, a special purpose acquisition corporation and a Delaware corporation. The companies consummated the merger on March 25, 2024. The
March 25, 2024 Closing triggered the automatic conversion of the “Pre-Merger Notes” to common stock immediately prior to such closing, thus eliminating the liability. Concurrently, TMTG received $273,017.5 of net cash proceeds from the Business Combination, comprised of $233,017.5
of cash and $40,000.0 of restricted cash. The Company believes it has sufficient working capital to fund operations for at least the
next twelve months from the date of issuance of these consolidated financial statements.
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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. Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not
limited to, the valuation of convertible promissory notes and derivative liabilities.
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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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates and assumptions reflected in the consolidated 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 unaudited condensed consolidated financial statements include
the financial statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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 Condensed Consolidated Statement of Operations.
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Principles of Consolidation
The consolidated financial statements include the financial
statements of the Company and its wholly owned subsidiaries and have been prepared in accordance with U.S. GAAP. All intercompany transactions have been eliminated. 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.
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| Cash and cash equivalents and restricted cash |
Cash and cash equivalents and restricted cash
Cash represents bank accounts and demand deposits held at
financial institutions. Cash is held at major financial institutions with an original maturity of 90 days or less 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.
Restricted cash consist of a holdback from convertible notes which
will be released upon satification of certain conditions, including the registration of the underlying shares.
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| Prepaid expenses and other current assets |
Prepaid expenses and other current assets
Other current assets consist of prepaid rent, insurance and
prepaid data costs.
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Prepaid expenses and other current assets
These assets consist of prepaid rent, insurance and prepaid data
costs.
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| Property and Equipment |
Property and Equipment
Property 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 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 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 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 and equipment for
further detail.
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Property and Equipment, net
Property 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 and equipment are as follows:
Expenditures which substantially increase the value or extend the
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 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 an 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 material triggering events identified that necessitated an impairment test over property 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 3 – Property and equipment for further detail.
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| Software Development Cost |
Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products.
As a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software
to be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that
the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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Software Development Cost
We expense software development costs, including costs to develop
software products or the software component products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility typically is reached shortly before the release of such products. As
a result, development costs that meet the criteria for capitalization were not material for the periods presented.
Software development costs also includes costs to develop software to
be used solely to meet internal needs and cloud-based applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the
project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented.
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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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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. Revenue is
recognized in the period in which the performance obligations are satisfied, which is
typically when advertisements are imprinted on our Truth Social website The Company is an agent in these arrangements, and recognizes revenue for its share of the transaction price in exchange for arranging for the specified advertising to be
provided by the advertising manager service companies on a net basis. The advertising revenues are recognized in the period when the advertising services are provided.
Revenue is recognized net of applicable transactional-based taxes
collected from customers.
One customer accounted for 88.5% and 77.0% of revenue for the year ended December 31, 2023 and 2022, respectively.
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| Unearned revenue |
Unearned revenue
Unearned revenue primarily consists of billings or payments
received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally invoice customers in
advance or in milestone-based installments. Unearned revenue of $695.9 was recognized as revenue for the three months ended
March 31, 2024, which was included in the deferred revenue balance as of December 31, 2023. As of March 31, 2024, deferred revenue is expected to be recognized during the succeeding 12-month period and is therefore presented as current.
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Unearned revenue
Unearned revenue primarily consists of billings or payments received
from customers in advance of revenue recognized for the services provided to our customers and is recognized as services are performed. We generally invoice customers in advance or in milestone-based installments.
The increase in the unearned revenue balance is primarily driven by
payments received in advance of satisfying our performance obligation, offset by $386.9 of revenue recognized in 2023. None of the
revenue recognized in 2023 was included in the unearned revenue balances as of December 31, 2022. Unearned revenue of $4,413.1
represents our aggregate remaining performance obligations that will be recognized as revenue over the period in which the performance obligations are expected to be satisfied as of December 31, 2023. All remaining performance obligations are
expected to be recognized during the succeeding 12-month period and is therefore presented as current. One customer accounted for 100.0% and 0.0% of unearned revenue
for the years ended December 31, 2023 and December 31, 2022, respectively. The accounts receivable balance of this customer represented 0.0%
and 45.0% of the accounts receivable balances for December 31, 2023 and December 31, 2022, respectively.
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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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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 allocated facilities costs, and other supporting overhead costs.
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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, 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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales
cost in the period in which they are incurred. For the three months ended March 31, 2024 and 2023, marketing and sales expenses totaled $1,070.4
and $256.1, respectively.
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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, allocated facilities costs, and other supporting overhead costs. We expense marketing and sales costs in the period in which
they are incurred. For the years ended December 31, 2023 and 2022, marketing and sales expenses totaled $1,279.6 and $625.9, respectively.
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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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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 unaudited condensed consolidated 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/(Benefit). See Note 7 - Income Taxes.
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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/loss 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 5 - Income Taxes.
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| Derivatives |
Derivatives
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 sheets 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 and earnout 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 unaudited condensed consolidated financial statements.
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Derivatives
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 sheets 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.
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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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Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines, and penalties and other sources and 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 as of December 31, 2023 and 2022.
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| Recently issued accounting standards |
Recently issued accounting standards
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts
in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for
as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and
Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for
convertible instruments and contracts in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The
Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the
Company’s consolidated financial statements.
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Recently issued accounting standards
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 was 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 of the Company’s leases are operating leases. See Note 4, “Leases.” All
leases other than those disclosed as Right-to-Use leases are short term in nature with a term less than 12 months.
In December 2023, the FASB issued Accounting Standards Update, or
ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes
paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a
material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual
periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated
financial statements.
In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be
accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are
separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in
Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contracts
in an entity’s own equity. ASU 2020-06 is effective for public smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Board specified that an entity should adopt
the guidance as of the beginning of its annual fiscal year. The Company has adopted ASU 2020-06 effective as of January 1, 2024. The adoption of ASU 2020-06 did not have a material effect on the Company’s consolidated financial statements.
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- Definition Disclosure of accounting policy for liquidity and going concern. No definition available.
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- Definition Disclosure of accounting policy for marketing and sales. No definition available.
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- Definition Disclosure of accounting policy for prepaid expenses and other current assets. No definition available.
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- Definition Disclosure of accounting policy for unearned Revenue. No definition available.
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- References No definition available.
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- 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 Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- 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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- 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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- 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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- 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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- 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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- 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 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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- 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
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- Definition Disclosure of accounting policy for its research and development and computer software activities including the accounting treatment for costs incurred for (1) research and development activities, (2) development of computer software for internal use, (3) computer software to be sold, leased or otherwise marketed as a separate product or as part of a product or process and (4) in-process research and development acquired in a purchase business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- 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
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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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SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (FY) (Tables) |
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Dec. 31, 2023 |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| Useful Lives for Property, Plant and Equipment |
Property 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 and equipment are as follows:
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Property 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 and equipment are as follows:
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- Definition Tabular disclosure of estimated useful lives for property and equipment. No definition available.
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- References No definition available.
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PROPERTY, PLANT AND EQUIPMENT (FY) (Tables) |
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Mar. 31, 2024 |
Dec. 31, 2023 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment |
Property and equipment consist of the following:
|
Property 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 (FY) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| LEASES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Leases Included in Unaudited Condensed Consolidated Balance Sheets |
Operating leases are included in the unaudited condensed
consolidated Balance Sheets as follows:
|
Operating leases are included in the consolidated Balance Sheets as
follows:
|
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| Components of Lease Costs |
The components of lease costs, which are included in loss from
operations in our unaudited condensed consolidated Statement of Operations we as follows:
|
The components of lease costs, which are included in income/(loss)
from operations in our consolidated Statement of Operations were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Minimum Commitments Under the Company Leases |
|
Lease commitments
|
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| X | ||||||||||
- Definition Tabular disclosure of information on lessee's operating leases, including carrying value of right-of-use assets and lease liabilities, right-of-use assets obtained in exchange for lease obligations, weighted-average remaining term and weighted-average discount rate. No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| 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 (FY) (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 periods ended December 31, 2023 and December 31, 2022, with
TMTG’s recognized income tax expense:
|
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| 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 and 2022 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 (FY) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| CONVERTIBLE PROMISSORY NOTES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes | The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.
|
As of December 31, 2023 and 2022, none of the of the Notes
outstanding were called.
|
| 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 (FY) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| FAIR VALUE MEASUREMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement |
The derivative liability component of Convertible promissory notes
are classified as Level 3 due to significant unobservable inputs.
|
The derivative liability is classified as Level 3 due to
significant unobservable inputs.
|
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| Change in Fair Value of Derivative Liability | The change in fair value of the derivative liability was as follows:
|
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| Schedule of Black Scholes Model for the Level 3 Measurement |
The estimated fair value of the conversion feature of the derivative
liability, a level 3 measurement was estimated using traditional valuation methods including Black-Scholes option pricing models and Monte Carlo simulations. A Black-Scholes model for Notes 1 though 8, 10, 13 and 20 and a Monte Carlo
simiulation model for all other outstanding Notes as of December 31, 2023, and a Black-Scholes model for Notes 1 through 7 and a Monte Carlo simulation model for Notes 8 through 18 as of December 31, 2022. The application of the Black-Scholes
model and Monte Carlo simulation requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:
|
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| X | ||||||||||
- Definition Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Q1) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||
| Useful Lives for Property, Plant and Equipment |
Property 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 and equipment are as follows:
|
Property 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 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.
|
RECAPITALIZATION (Q1) (Tables) |
3 Months Ended | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||
| Recapitalization [Abstract] | |||||||||||||||||||||||||
| Reconciles Elements of Business Combination to Statements of Cash Flows and Statement of Changes in Stockholders' Equity (Deficit) | The following table reconciles the elements of the
Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity (deficit) for the period ended March 31, 2024:
|
||||||||||||||||||||||||
| Number of Shares Common Stock Issued |
The number of shares of common stock issued immediately following
the consummation of the Business Combination were:
|
||||||||||||||||||||||||
| Number of Predecessor Shares Determined |
The number of Predecessor TMTG shares was determined as follows:
|
| X | ||||||||||
- Definition Tabular disclosure of the recapitalization of number of predecessor shares determined No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the recapitalization of business combination to the number of shares of common stock issued. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the recapitalization of business combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders' equity. No definition available.
|
PROPERTY, PLANT AND EQUIPMENT (Q1) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY, PLANT AND EQUIPMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment |
Property and equipment consist of the following:
|
Property 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
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Q1) (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
| Accounts Payable and Accrued Expenses |
Accounts payable and accrued expenses consisted of the
following:
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of the (a) 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 (accounts payable); (b) other payables; and (c) accrued liabilities. 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). An alternative caption includes accrued expenses. No definition available.
|
LEASES (Q1) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| LEASES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Leases Included in Unaudited Condensed Consolidated Balance Sheets |
Operating leases are included in the unaudited condensed
consolidated Balance Sheets as follows:
|
Operating leases are included in the consolidated Balance Sheets as
follows:
|
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| Components of Lease Costs |
The components of lease costs, which are included in loss from
operations in our unaudited condensed consolidated Statement of Operations we as follows:
|
The components of lease costs, which are included in income/(loss)
from operations in our consolidated Statement of Operations were as follows:
|
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| Minimum Commitments Under the Company Leases |
|
Lease commitments
|
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| X | ||||||||||
- Definition Tabular disclosure of information on lessee's operating leases, including carrying value of right-of-use assets and lease liabilities, right-of-use assets obtained in exchange for lease obligations, weighted-average remaining term and weighted-average discount rate. No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| 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
|
CONVERTIBLE PROMISSORY NOTES AND WARRANTS (Q1) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
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| CONVERTIBLE PROMISSORY NOTES AND WARRANTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Promissory Notes | The Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.
|
As of December 31, 2023 and 2022, none of the of the Notes
outstanding were called.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. No definition available.
|
FAIR VALUE MEASUREMENT (Q1) (Tables) |
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 |
Dec. 31, 2023 |
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| FAIR VALUE MEASUREMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement |
The derivative liability component of Convertible promissory notes
are classified as Level 3 due to significant unobservable inputs.
|
The derivative liability is classified as Level 3 due to
significant unobservable inputs.
|
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| 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
|
LOSS PER SHARE (Q1) (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||
| Profit/(loss) per Share attributable to common stockholders: | |||||||||||||||||||||||||||||
| Common Stock Equivalents Excluded from Dilutive Loss Per Share |
Total common stock equivalents excluded from dilutive loss per
share are as follows:
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Liquidity and Going Concern (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | 35 Months Ended | ||
|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
|
| Liquidity and Going Concern [Abstract] | |||||
| Cash from operations | $ (9,316,000) | $ (3,774,500) | $ (9,733,500) | $ (24,201,500) | $ 37,732,000 |
| Proceeds from issuance of convertible promissory notes | $ 47,455,000 | $ 0 | 3,500,000 | $ 15,360,000 | 40,460,000 |
| Net cash proceeds from business combination | 273,017,500 | 273,017,500 | |||
| Cash [Member] | |||||
| Liquidity and Going Concern [Abstract] | |||||
| Net cash proceeds from business combination | 233,017,500 | 233,017,500 | |||
| Restricted Cash [Member] | |||||
| Liquidity and Going Concern [Abstract] | |||||
| Net cash proceeds from business combination | $ 40,000,000 | $ 40,000,000 | |||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of net cash proceeds from business combination as of the acquisition date. 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 | ||||||||||
- 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 | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Principles of Consolidation (FY) (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
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Useful Lives for Property, Plant and Equipment (FY) (Details) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Furniture and Office Equipment [Member] | Minimum [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 2 years | 2 years |
| Furniture and Office Equipment [Member] | Maximum [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 5 years | 5 years |
| Computer Equipment [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 3 years | 3 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 | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Revenue Recognition (FY) (Details) - Customer |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Revenue Recognition [Abstract] | ||
| Number of customers | 1 | |
| Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | ||
| Revenue Recognition [Abstract] | ||
| Revenue percentage | 88.50% | 77.00% |
| X | ||||||||||
- Definition Number of customers. No definition available.
|
| X | ||||||||||
- Definition For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Unearned Revenue (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Accounting Policies [Abstract] | |||
| Unearned revenue recognized | $ 695,900 | $ 386,900 | |
| Deferred revenue reorganization period | 12 months | 12 months | |
| Unearned revenue | $ 3,717,200 | $ 4,413,100 | $ 0 |
| Percentage of unearned revenue | 100.00% | 0.00% | |
| Percentage of accounts receivable | 0.00% | 45.00% |
| X | ||||||||||
- Definition The term of contract with customer asset deferred revenue recognized, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Percentage of accounts receivable balance that is attributed to one customer. No definition available.
|
| X | ||||||||||
- Definition Percentage of unearned revenue attributed to one customer. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| 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 Amount of revenue recognized that was previously reported as deferred or unearned revenue. No definition available.
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Marketing and Sales (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|||||
| Accounting Policies [Abstract] | ||||||||
| Selling and Marketing Expense | $ 1,070,400 | [1] | $ 256,100 | [1] | $ 1,279,600 | $ 625,900 | ||
| ||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Commitments and Contingencies (FY) (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Loss contingencies | $ 0 | $ 0 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of loss contingency liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
PROPERTY AND EQUIPMENT (FY) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|
| Property, Plant and Equipment, Net [Abstract] | |||
| Accumulated depreciation | $ (131,700) | $ (126,100) | $ (65,700) |
| Property and equipment, net | 23,700 | 29,200 | 87,400 |
| Furniture and Fixtures [Member] | |||
| Property, Plant and Equipment, Net [Abstract] | |||
| Property, plant and equipment, gross | 34,500 | 34,500 | 34,500 |
| Computer Equipment [Member] | |||
| Property, Plant and Equipment, Net [Abstract] | |||
| Property, plant and equipment, gross | $ 120,800 | $ 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
|
| X | ||||||||||
- Details
|
LEASES (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| LEASES [Abstract] | ||||
| ROU asset offsetting | $ 0 | $ 593,900 | ||
| Right of use assets obtained in exchange for operating lease liability | $ 0 | 593,900 | ||
| Incremental borrowing rate | 7.01% | 7.01% | ||
| Remaining useful life | 2 years 2 months 1 day | 2 years 2 months 1 day | ||
| Lease Assets [Abstract] | ||||
| Lease assets | $ 313,800 | $ 353,200 | $ 353,200 | $ 507,100 |
| Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets | Assets | Assets | Assets |
| Total lease assets | $ 313,800 | $ 353,200 | $ 353,200 | $ 507,100 |
| Lease Liabilities [Abstract] | ||||
| Operating lease liabilities, current | $ 163,100 | $ 160,300 | $ 160,300 | $ 149,400 |
| Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current liabilities | Current liabilities | Current liabilities | Current liabilities |
| Operating lease liabilities, non-current | $ 159,800 | $ 201,600 | $ 201,600 | $ 362,100 |
| Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | Liabilities | Liabilities |
| Total lease liabilities | $ 322,900 | $ 361,900 | $ 361,900 | $ 511,500 |
| Lease Costs [Abstract] | ||||
| Operating lease costs | 44,800 | 44,800 | 179,500 | 104,700 |
| Total lease costs | 44,800 | 44,800 | 179,500 | 104,700 |
| Minimum Commitment Under Company leases [Abstract] | ||||
| 2024 | 185,800 | 180,400 | 180,400 | |
| 2025 | 31,300 | 185,800 | 185,800 | |
| 2026 | 31,300 | 31,300 | ||
| Total | 353,200 | 397,500 | 397,500 | |
| Amount representing interest | 30,300 | 35,600 | 35,600 | |
| Total lease liabilities | $ 322,900 | $ 361,900 | $ 361,900 | $ 511,500 |
| X | ||||||||||
- Definition The incremental borrowing rate applied to lease. No definition available.
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying under right of use asset. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase in right-of-use asset obtained in offsetting. No definition available.
|
| X | ||||||||||
- Definition Amount of lease cost recognized by lessee for lease contract. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References 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 | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third 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 | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second 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 | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Term of lessee's operating lease, 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 | ||||||||||
- Definition Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. 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 Indicates line item in statement of financial position that includes current operating lease liability. 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
|
| X | ||||||||||
- Definition Indicates line item in statement of financial position that includes noncurrent operating lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Indicates line item in statement of financial position that includes operating lease right-of-use asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase in right-of-use asset obtained in exchange for operating lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
INCOME TAXES, Income Tax Benefit (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Tax Disclosure [Abstract] | ||||
| Federal statutory income tax rate | 21.00% | 21.00% | 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 | $ 0 | $ 0 | $ 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 (FY) (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) | 9,474,700 | 4,478,100 |
| 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 (FY) (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
May 31, 2022 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Mar. 31, 2021 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Interest charges | $ 2,817,600 | $ 2,024,300 | $ 39,429,100 | $ 2,038,700 | |||
| Related party payables | 262,000 | 0 | |||||
| Licensing Agreement [Member] | |||||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Proceeds from related party | $ 95,500 | ||||||
| Repayment from related party | $ 95,500 | ||||||
| Related Party [Member] | Consulting Services Agreement [Member] | Trishul, LLC [Member] | |||||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Payment to related party | 30,000 | 40,000 | 131,700 | 50,000 | |||
| Related party payables | 0 | 10,000 | 0 | 20,000 | |||
| Related Party [Member] | Consulting Services Agreement [Member] | Hudson Digital, LLC [Member] | |||||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Payment to related party | 60,000 | 60,000 | 240,000 | 240,000 | |||
| Related party payables | 600,000 | $ 0 | 0 | 0 | |||
| Related Party [Member] | Licensing Agreement [Member] | |||||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Other income | 0 | 0 | $ 2,123,300 | ||||
| Other receivable | 23,300 | ||||||
| Related party sale cost | $ 0 | ||||||
| Interest charges | 0 | ||||||
| Sponsor [Member] | Digital World Acquisition Corp [Member] | |||||||
| Other Income, Related Party Receivable and Payable [Abstract] | |||||||
| Proceeds from related party | $ 41,000 | $ 41,000 | |||||
| Related party payables | $ 41,000 | ||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash outflow for the payment of services availed 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. 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 liabilities classified as other, due within one year or the normal operating cycle, if longer. 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
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| 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
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| 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
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CONVERTIBLE PROMISSORY NOTES, Summary of Convertible Promissory Notes (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 98,258,000 | $ 40,700,000 | |
| Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument effective rate percentage | 16.30% | ||
| Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument effective rate percentage | 100.00% | ||
| 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 | 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 | 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 | 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 | $ 40 | |
| Convertible Promissory Notes 8-12 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 18 months | 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 | 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 | $ 18,360,000 | $ 18,360,000 | |
| Debt maturity term | 18 months | 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 | ||
| 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 | ||
| 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% | |
| Debt instrument, convertible, conversion price | $ 21 | ||
| 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% | |
| Debt instrument, convertible, conversion price | $ 25 | ||
| Convertible Promissory Notes 20 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument face amount | $ 500,000 | ||
| Debt maturity term | 18 months | ||
| Debt instrument interest rate | 10.00% | ||
| Debt instrument convertible price minimum percentage of stock price applied | 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 | ||
| 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 | ||
| 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 | ||
| Convertible Promissory Notes Liability Component [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt instrument effective rate percentage | 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% |
| 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
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- 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
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- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| 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.
|
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- References No definition available.
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CONVERTIBLE PROMISSORY NOTES, Convertible promissory notes (FY) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|---|---|
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Debt instrument face amount | $ 98,258,000 | $ 40,700,000 | ||
| Debt Issuance costs | (240,000) | (240,000) | ||
| Nominal value of Convertible Promissory Notes | 98,018,000 | 40,460,000 | ||
| Derivative liability Component | (37,234,800) | (37,234,800) | ||
| Liability component at date of issue | 60,783,200 | 3,225,200 | ||
| Interest charged | 44,939,400 | 42,121,800 | ||
| Total Liability component | 106,264,900 | $ 45,347,000 | ||
| 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 | (50,157,800) | $ (41,818,800) | $ (4,123,900) | |
| Liability component | 0 | 3,528,200 | 0 | |
| Embedded feature Component [Abstract] | ||||
| Derivative liability Component | 37,234,800 | 37,234,800 | ||
| Change in fair value of Embedded derivative | 207,084,100 | (18,832,000) | ||
| Total Derivative Liability Component | 244,318,900 | 18,402,800 | 14,905,300 | $ 75,355,200 |
| Less: Short-term Derivative Liability Component | 0 | (17,282,500) | (14,905,300) | |
| Derivative Liability Component | 0 | 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 | 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 | 17,500,000 | |
| Convertible Promissory Notes 13 -20 [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Debt instrument face amount | $ 17,860,000 | 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 | 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 | 42,121,800 | 2,692,600 | ||
| Interest paid | 0 | 0 | ||
| Total Liability component | 45,347,000 | 4,123,900 | ||
| Less: Short-term liability component | (41,818,800) | (4,123,900) | ||
| Liability component | 3,528,200 | 0 | ||
| Embedded feature Component [Abstract] | ||||
| Derivative liability Component | 37,234,800 | 36,528,700 | ||
| Change in fair value of Embedded derivative | (18,832,000) | (21,623,400) | ||
| Total Derivative Liability Component | 18,402,800 | 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.
|
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- Definition Amount of the cost of borrowed funds accounted for as interest expense for debt. No definition available.
|
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- Definition Amount of aggregate cash paid for interest . No definition available.
|
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- Definition Amount of the cost of instrument liability component for debt. No definition available.
|
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- 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
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- 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
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- 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
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- 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
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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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- References No definition available.
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- 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
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- 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
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- 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
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- 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
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- Definition Indicates line item in statement of financial position that includes derivative liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
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- 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
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- References No definition available.
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FAIR VALUE MEASUREMENT (FY) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|
| Current Liabilites [Abstract] | |||
| Derivative liability | $ 0 | $ 17,282,500 | $ 14,905,300 |
| Liabilities [Abstract] | |||
| Derivative Liability | 0 | 1,120,300 | 0 |
| Level 1 [Member] | |||
| Current Liabilites [Abstract] | |||
| Derivative liability | |||
| Liabilities [Abstract] | |||
| Derivative Liability | |||
| Level 2 [Member] | |||
| Current Liabilites [Abstract] | |||
| Derivative liability | |||
| Liabilities [Abstract] | |||
| Derivative Liability | |||
| Level 3 [Member] | |||
| Current Liabilites [Abstract] | |||
| Derivative liability | 0 | 17,282,500 | |
| Liabilities [Abstract] | |||
| Derivative Liability | $ 0 | $ 1,120,300 | $ 14,905,300 |
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- References No definition available.
|
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- 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
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- 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
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FAIR VALUE MEASUREMENT, Derivative Liability (FY) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Derivative Liability [Roll Forward] | ||||
| Estimated fair value | $ 18,402,800 | $ 14,905,300 | $ 14,905,300 | $ 75,355,200 |
| Change in fair value of derivative liabilities | 225,916,000 | $ (5,659,900) | 2,791,600 | (75,809,900) |
| Additions from new convertible notes | 705,900 | 15,360,000 | ||
| Estimated fair value | $ 244,318,900 | $ 18,402,800 | $ 14,905,300 | |
| 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
|
| 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
|
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- 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.
|
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- Definition Amount of issuances of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
FAIR VALUE MEASUREMENT, Key Assumptions (FY) (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Key Assumptions [Abstract] | ||
| Probability of SPAC Merger | 39.00% | 48.00% |
| Term of SPAC Merger | 3 months | 6 months |
| Stock Price [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 17.5 | 15 |
| Strike Price [Member] | Minimum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 4 | 4 |
| Strike Price [Member] | Maximum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 10 | 10 |
| Volatility [Member] | Minimum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 0.697 | 0.795 |
| Volatility [Member] | Maximum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 0.82 | 0.839 |
| Risk-Free Rate [Member] | Minimum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 0.054 | 0.0106 |
| Risk-Free Rate [Member] | Maximum [Member] | ||
| Key Assumptions [Abstract] | ||
| Derivative liability, measurement input | 0.0555 | 0.0476 |
| X | ||||||||||
- Definition The probability of a SPAC Merger. No definition available.
|
| X | ||||||||||
- Definition Period of time for SPAC merger, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Value of input used to measure derivative liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
STOCKHOLDERS' EQUITY (FY) (Details) - $ / shares |
12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2024 |
Mar. 25, 2024 |
Jan. 31, 2024 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
||||
| Common Stock [Abstract] | |||||||||||
| Capital stock authorized (in shares) | 1,000,000,000 | 11,000 | |||||||||
| Common shares, shares authorized (in shares) | 999,000,000 | 120,000,000 | 999,000,000 | 1,000,000,000 | 120,000,000 | 110,000,000 | 11,000 | ||||
| Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.000001 | $ 0.0001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
| Common shares, shares issued (in shares) | 87,500,000 | 100,000,000 | 136,700,583 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||
| Common shares, shares outstanding (in shares) | 87,500,000 | 100,000,000 | 136,700,583 | [1] | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Common stock, shares reclassified (in shares) | 10,000 | ||||||||||
| Stock Based Compensation (in shares) | 0 | 0 | |||||||||
| Equity Incentive Plan [Member] | |||||||||||
| Common Stock [Abstract] | |||||||||||
| Common shares, shares authorized (in shares) | 100,000,000 | 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 | ||||||||||
- Definition Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
COMMITMENTS AND CONTINGENCIES (FY) (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Sep. 30, 2022 |
Dec. 31, 2023 |
Jan. 18, 2024 |
|
| Subsidiary, Sale of Stock [Line Items] | |||
| Accrued related loss contingency | $ 0.0 | ||
| Reversal of liability | $ 1.7 | ||
| Reversal of additional liabilities | $ 0.5 | ||
| Services Agreement [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Expense reimbursement claim | $ 1.0 |
| 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 | ||||||||||
- 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 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 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
|
SUBSEQUENT EVENTS (FY) (Details) - shares |
3 Months Ended | |||
|---|---|---|---|---|
Mar. 26, 2024 |
Mar. 31, 2024 |
Apr. 26, 2024 |
Mar. 25, 2024 |
|
| Subsequent Event [Line Items] | ||||
| Number of shares issued (in shares) | 100,000,000 | |||
| Earnout shares had been earned and issued (in shares) | 40,000,000 | 40,000,000 | ||
| Shares issued upon conversion of convertible notes (in shares) | 7,854,534 | |||
| Common Stock [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Number of shares issued (in shares) | 100,000,000 | |||
| Digital World Acquisition Corp. [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Shares issued upon conversion of convertible notes (in shares) | 1,709,145 | |||
| Digital World Acquisition Corp. [Member] | Common Stock [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Shares issued upon conversion of convertible notes (in shares) | 7,854,534 | |||
| Common Class A [Member] | Digital World Acquisition Corp. [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Number of shares issued (in shares) | 87,500,000 | |||
| Subsequent Event [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Earnout shares had been earned and issued (in shares) | 40,000,000 | 40,000,000 | ||
| Subsequent Event [Member] | Digital World Acquisition Corp. [Member] | Common Stock [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Shares issued upon conversion of convertible notes (in shares) | 7,854,534 | |||
| Subsequent Event [Member] | Common Class A [Member] | Digital World Acquisition Corp. [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Number of shares issued (in shares) | 87,500,000 |
| X | ||||||||||
- Definition Total number of earnout shares of an entity to be issued. No definition available.
|
| 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
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
DESCRIPTION OF BUSINESS (Q1) (Details) - shares |
3 Months Ended | ||
|---|---|---|---|
Mar. 26, 2024 |
Mar. 31, 2024 |
Mar. 25, 2024 |
|
| Description of Business [Abstract] | |||
| Number of shares issued (in shares) | 100,000,000 | ||
| Earnout shares had been earned and issued (in shares) | 40,000,000 | 40,000,000 | |
| Shares issued upon conversion of convertible notes (in shares) | 7,854,534 | ||
| Common Stock [Member] | |||
| Description of Business [Abstract] | |||
| Number of shares issued (in shares) | 100,000,000 | ||
| Digital World Acquisition Corp [Member] | |||
| Description of Business [Abstract] | |||
| Shares issued upon conversion of convertible notes (in shares) | 1,709,145 | ||
| Digital World Acquisition Corp [Member] | Common Stock [Member] | |||
| Description of Business [Abstract] | |||
| Shares issued upon conversion of convertible notes (in shares) | 7,854,534 | ||
| Common Class A [Member] | Digital World Acquisition Corp [Member] | |||
| Description of Business [Abstract] | |||
| Number of shares issued (in shares) | 87,500,000 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Total number of earnout shares of an entity to be issued. No definition available.
|
| 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
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Liquidity and Going Concern (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | 35 Months Ended | 38 Months Ended | |||
|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
Mar. 31, 2024 |
Feb. 28, 2024 |
|
| Liquidity and Going Concern [Abstract] | |||||||
| Cash consumed from operations | $ (9,316,000) | $ (3,774,500) | $ (9,733,500) | $ (24,201,500) | $ 37,732,000 | ||
| Average Annual Cash Provided by (Used in) Operating Activities | (12,577,300) | ||||||
| Net cash proceeds from business combination | 273,017,500 | 273,017,500 | |||||
| Aggregate principal amount | 98,258,000 | 40,700,000 | 40,700,000 | $ 98,258,000 | |||
| Current assets | 274,101,100 | 2,981,200 | 10,642,200 | 2,981,200 | 274,101,100 | ||
| Current liabilities | 64,004,800 | 65,275,400 | 19,447,300 | 65,275,400 | 64,004,800 | ||
| Cash [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Net cash proceeds from business combination | 233,017,500 | 233,017,500 | |||||
| Restricted Cash [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Net cash proceeds from business combination | 40,000,000 | 40,000,000 | |||||
| Digital World Acquisition Corp [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Cash consumed from operations | (47,048,000) | ||||||
| Net cash proceeds from business combination | 273,017,500 | 273,017,500 | |||||
| Business combination total cash and restricted cash received | 273,729,200 | 273,729,200 | |||||
| Digital World Acquisition Corp [Member] | Cash [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Net cash proceeds from business combination | 233,017,500 | 233,017,500 | |||||
| Digital World Acquisition Corp [Member] | Restricted Cash [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Net cash proceeds from business combination | $ 40,000,000 | 40,000,000 | |||||
| Convertible Promissory Note [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Aggregate principal amount | $ 40,700,000 | $ 38,200,000 | $ 40,700,000 | ||||
| Convertible Promissory Note [Member] | Digital World Acquisition Corp [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Proceeds from issuance of notes | 48,155,000 | ||||||
| Maturity date | Mar. 31, 2025 | ||||||
| Business combination total outstanding debt | $ 50,157,800 | 50,157,800 | |||||
| Maximum [Member] | Convertible Promissory Note [Member] | Digital World Acquisition Corp [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Aggregate principal amount | $ 50,000,000 | ||||||
| Note Purchase Agreement [Member] | Convertible Promissory Note [Member] | Digital World Acquisition Corp [Member] | |||||||
| Liquidity and Going Concern [Abstract] | |||||||
| Net cash proceeds from business combination | 10,000,000 | 10,000,000 | |||||
| Business combination, remaining cash received | 40,000,000 | 40,000,000 | |||||
| Business combination cash received on post merger | $ 40,000,000 | $ 40,000,000 | |||||
| X | ||||||||||
- Definition The average annual 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. No definition available.
|
| X | ||||||||||
- Definition The amount of cash received on post merger held in restricted account. No definition available.
|
| X | ||||||||||
- Definition The remaining cash received after closing of business combination. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of net cash proceeds from business combination as of the acquisition date. No definition available.
|
| 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 | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. 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. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of long-term debt due within one year or within the normal operating cycle, if longer, assumed at the acquisition date. 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 | ||||||||||
- 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
|
| 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 | ||||||||||
- 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 cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Principles of Consolidation (Q1) (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
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Useful Lives for Property, Plant and Equipment (Q1) (Details) |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Furniture and computer equipment [Member] | Minimum [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 2 years | 2 years |
| Furniture and computer equipment [Member] | Maximum [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 5 years | 5 years |
| Computer Equipment [Member] | ||
| Property, Plant and Equipment [Abstract] | ||
| Estimated useful lives | 3 years | 3 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 | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Unearned Revenue (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended |
|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
| Accounting Policies [Abstract] | ||
| Unearned revenue recognized | $ 695,900 | $ 386,900 |
| Deferred revenue reorganization period | 12 months | 12 months |
| X | ||||||||||
- Definition The term of contract with customer asset deferred revenue recognized, 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 | ||||||||||
- Definition Amount of revenue recognized that was previously reported as deferred or unearned revenue. No definition available.
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Marketing and Sales (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|||||
| Accounting Policies [Abstract] | ||||||||
| Selling and Marketing Expense | $ 1,070,400 | [1] | $ 256,100 | [1] | $ 1,279,600 | $ 625,900 | ||
| ||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The aggregate total amount of expenses directly related to the marketing or selling of products or services. No definition available.
|
SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES, Commitments and Contingencies (Q1) (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|
| Accounting Policies [Abstract] | ||
| Loss contingencies | $ 0 | $ 0 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of loss contingency liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
RECAPITALIZATION, Reconciles Elements of Business Combination to Statements of Cash Flows and Statement of Changes in Stockholders' Equity (Q1) (Deficit) (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
| |
| Transaction Proceeds [Abstract] | |
| Cash-trust and cash, net of redemptions | $ 233,017,500 |
| Add: other assets | 0 |
| Less: accrued expenses | (3,292,900) |
| Less: notes payable | (10,103,000) |
| Reverse recapitalization, net | 219,621,600 |
| Business Combination, Description [Abstract] | |
| Bonus expenses triggered by Merger | 6,130,000 |
| General and Administration Expense [Member] | |
| Business Combination, Description [Abstract] | |
| Transaction costs | 1,640,200 |
| Bonus expenses triggered by Merger | 5,530,000 |
| Sales and Marketing Expense [Member] | |
| Business Combination, Description [Abstract] | |
| Bonus expenses triggered by Merger | $ 600,000 |
| X | ||||||||||
- Definition The amount of bonus expenses to employees and directors which were triggered by the Merger. No definition available.
|
| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. No definition available.
|
| X | ||||||||||
- Definition The amount of reverse recapitalization net. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- 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
|
| X | ||||||||||
- Definition This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
RECAPITALIZATION, Number of Shares of Common Stock Issued (Q1) (Details) - shares |
3 Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 |
Jan. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
||||||
| Common Stock [Abstract] | ||||||||||||
| Predecessor TMTG Shares (in shares) | [1] | 87,500,000 | ||||||||||
| Shares Issued to convertible noteholders (in shares) | 7,854,534 | |||||||||||
| Common shares, shares outstanding (in shares) | 136,700,583 | [2] | 100,000,000 | 87,500,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||
| Escrow shares outstanding (in shares) | 614,640 | |||||||||||
| Escrow shares not outstanding (in shares) | 4,667,033 | |||||||||||
| Digital World Acquisition Corp [Member] | ||||||||||||
| Common Stock [Abstract] | ||||||||||||
| Shares Issued to convertible noteholders (in shares) | 1,709,145 | |||||||||||
| Common shares, shares outstanding (in shares) | 39,636,904 | |||||||||||
| ||||||||||||
| X | ||||||||||
- Definition Aggregate number of shares of Company Common Stock not issued and outstanding immediately prior to the Effective Time No definition available.
|
| X | ||||||||||
- Definition Aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time No definition available.
|
| X | ||||||||||
- References 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 Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| 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
|
| X | ||||||||||
- Details
|
RECAPITALIZATION, Number of Predecessor Shares Determined (Q1) (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2024
USD ($)
shares
| |
| Number of Predecessor Shares [Abstract] | |
| Predecessor TMTG Shares (in shares) | shares | 100,000,000 |
| Shares issued to shareholders of Predecessor TMTG | $ | $ 87,500,000 |
| Common Stock [Member] | |
| Number of Predecessor Shares [Abstract] | |
| Predecessor TMTG Shares (in shares) | shares | 100,000,000 |
| Shares issued to shareholders of Predecessor TMTG | $ | $ 87,500,000 |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| 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
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| X | ||||||||||
- Details
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RECAPITALIZATION, Public and Private Placement Warrants, TMTG Earnout Shares (Q1) (Details) - $ / shares |
3 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 26, 2024 |
Feb. 07, 2024 |
Sep. 08, 2021 |
Mar. 31, 2024 |
Mar. 25, 2024 |
|
| Earnout Shares [Abstract] | |||||
| Issuance of earnout shares (in shares) | 40,000,000 | 40,000,000 | |||
| Number of shares issued (in shares) | 100,000,000 | ||||
| Maximum [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Discounted risk-free rate | 4.70% | ||||
| Minimum [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Discounted risk-free rate | 4.31% | ||||
| Tranche One [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Number of shares issued (in shares) | 1,000,000 | ||||
| Stock price simulation period | 1 year 6 months | ||||
| Share price (in dollar per share) | $ 12.5 | ||||
| Number of shares issued per tranche (in shares) | 15,000,000 | ||||
| Tranche Two [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Stock price simulation period | 2 years | ||||
| Share price (in dollar per share) | $ 15 | ||||
| Number of shares issued per tranche (in shares) | 15,000,000 | ||||
| Tranche Three [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Stock price simulation period | 3 years | ||||
| Share price (in dollar per share) | $ 17.5 | ||||
| Number of shares issued per tranche (in shares) | 10,000,000 | ||||
| Common Stock [Member] | |||||
| Earnout Shares [Abstract] | |||||
| Number of shares issued (in shares) | 100,000,000 | ||||
| Digital World Acquisition Corp [Member] | Common Class A [Member] | |||||
| Public and Private Placement Warrants [Abstract] | |||||
| Number of units sold | 3,055,000 | ||||
| Number of Shares Purchase (in shares) | 1 | ||||
| Shares Issued, Price Per Share (in dollars per share) | $ 11.5 | ||||
| Earnout Shares [Abstract] | |||||
| Number of shares issued (in shares) | 87,500,000 | ||||
| Public Warrants [Member] | Digital World Acquisition Corp [Member] | Common Class A [Member] | |||||
| Public and Private Placement Warrants [Abstract] | |||||
| Number of units sold | 14,375,000 | ||||
| Private Warrants [Member] | Digital World Acquisition Corp [Member] | Common Class A [Member] | |||||
| Public and Private Placement Warrants [Abstract] | |||||
| Number of units sold | 566,742 |
| X | ||||||||||
- Definition Payoff is discounted to the present value using the interpolated risk-free rate ranging. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Total number of earnout shares of an entity to be issued. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued per tranche No definition available.
|
| X | ||||||||||
- Definition Number of shares Purchased No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Term of stock price, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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PROPERTY, PLANT AND EQUIPMENT (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Property, Plant and Equipment, Net [Abstract] | ||||
| Accumulated depreciation | $ (131,700) | $ (126,100) | $ (65,700) | |
| Property, plant and equipment, net | 23,700 | 29,200 | 87,400 | |
| Depreciation expense | 5,600 | $ 16,500 | 60,400 | 59,100 |
| Furniture and Fixtures [Member] | ||||
| Property, Plant and Equipment, Net [Abstract] | ||||
| Property, plant and equipment, gross | 34,500 | 34,500 | 34,500 | |
| Computer Equipment [Member] | ||||
| Property, Plant and Equipment, Net [Abstract] | ||||
| Property, plant and equipment, gross | $ 120,800 | $ 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 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 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 | ||||||||||
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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Q1) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES [Abstract] | |||
| Accounts payable | $ 1,147,700 | $ 1,600,700 | |
| Other accrued expenses | 5,526,100 | 0 | |
| Income tax payable | 2,522,700 | 0 | |
| Franchise tax payable | 508,200 | 0 | |
| Accounts payable and accrued expenses | $ 9,704,700 | $ 1,600,700 | $ 268,700 |
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable for franchise taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
|
| 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 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. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
LEASES (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Lease Assets [Abstract] | ||||
| Operating lease cost ROU assets, net | $ 313,800 | $ 353,200 | $ 353,200 | $ 507,100 |
| Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Assets | Assets | Assets | Assets |
| Total lease assets | $ 313,800 | $ 353,200 | $ 353,200 | $ 507,100 |
| Lease Liabilities [Abstract] | ||||
| Operating lease liabilities, current | $ 163,100 | $ 160,300 | $ 160,300 | $ 149,400 |
| Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current liabilities | Current liabilities | Current liabilities | Current liabilities |
| Operating lease liabilities, non-current | $ 159,800 | $ 201,600 | $ 201,600 | $ 362,100 |
| Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | Liabilities | Liabilities |
| Total lease liabilities | $ 322,900 | $ 361,900 | $ 361,900 | $ 511,500 |
| Lease Costs [Abstract] | ||||
| Operating lease costs | 44,800 | 44,800 | 179,500 | 104,700 |
| Total lease costs | 44,800 | 44,800 | 179,500 | 104,700 |
| Minimum Commitment Under Company leases [Abstract] | ||||
| 2024 (remainder of) | 136,100 | |||
| 2025 | 185,800 | 180,400 | 180,400 | |
| 2026 | 31,300 | 185,800 | 185,800 | |
| Total | 353,200 | 397,500 | 397,500 | |
| Amount representing interest | 30,300 | 35,600 | 35,600 | |
| Total lease liabilities | $ 322,900 | $ 361,900 | $ 361,900 | $ 511,500 |
| X | ||||||||||
- Definition Amount of lessee's right to use underlying under right of use asset. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of lease cost recognized by lessee for lease contract. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References 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 | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second 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 | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease having initial or remaining lease term in excess of one year to be paid in remainder of current fiscal year. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. 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 Indicates line item in statement of financial position that includes current operating lease liability. 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
|
| X | ||||||||||
- Definition Indicates line item in statement of financial position that includes noncurrent operating lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Indicates line item in statement of financial position that includes operating lease right-of-use asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
INCOME TAXES (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Income Tax Disclosure [Abstract] | ||||
| Effective tax rate | 0.00% | |||
| U.S. Federal statutory rate | 21.00% | 21.00% | 21.00% | |
| U.S. Federal net operating loss carryforwards | $ 9,400,000 | |||
| 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 | ||||||||||
- References No definition available.
|
| 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
|
OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Aug. 31, 2021 |
|
| Administrative Services Arrangement [Abstract] | |||||
| Related party payables | $ 262,000 | $ 0 | |||
| Advances - Related Party [Abstract] | |||||
| Aggregate principal amount | 98,258,000 | 40,700,000 | |||
| Convertible Promissory Note [Member] | |||||
| Advances - Related Party [Abstract] | |||||
| Aggregate principal amount | 40,700,000 | $ 38,200,000 | |||
| Related Party [Member] | Consulting Services Agreement [Member] | Trishul, LLC [Member] | |||||
| Administrative Services Arrangement [Abstract] | |||||
| Related party payables | 0 | $ 10,000 | 0 | 20,000 | |
| Advances - Related Party [Abstract] | |||||
| Payment to related party | 30,000 | 40,000 | 131,700 | 50,000 | |
| Related Party [Member] | Consulting Services Agreement [Member] | Hudson Digital, LLC [Member] | |||||
| Administrative Services Arrangement [Abstract] | |||||
| Related party payables | 600,000 | 0 | 0 | 0 | |
| Advances - Related Party [Abstract] | |||||
| Payment to related party | 60,000 | $ 60,000 | 240,000 | 240,000 | |
| Retention bonus | $ 600,000 | ||||
| Related Party [Member] | Consulting Services Agreement [Member] | Convertible Promissory Note [Member] | Hudson Digital, LLC [Member] | |||||
| Advances - Related Party [Abstract] | |||||
| Aggregate principal amount | $ 4,000,000 | ||||
| Digital World Acquisition Corp [Member] | Administrative Services Arrangement [Member] | |||||
| Administrative Services Arrangement [Abstract] | |||||
| Expenses per month | 15,000 | ||||
| Digital World Acquisition Corp [Member] | Related Party [Member] | Administrative Services Arrangement [Member] | |||||
| Administrative Services Arrangement [Abstract] | |||||
| Related party payables | 221,000 | ||||
| Digital World Acquisition Corp [Member] | Sponsor [Member] | |||||
| Administrative Services Arrangement [Abstract] | |||||
| Related party payables | $ 41,000 | ||||
| Advances - Related Party [Abstract] | |||||
| Payments to vendor | 470,800 | 470,800 | |||
| Proceeds from related party | $ 41,000 | $ 41,000 | |||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash outflow for the payment of services availed 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. No definition available.
|
| X | ||||||||||
- Definition Amount of cash outflows to a vendor for costs incurred. No definition available.
|
| X | ||||||||||
- Definition The contractual monthly amount to be paid for support services. No definition available.
|
| X | ||||||||||
- Definition The amount of retention bonus offered to related party for a consulting services agreement. No definition available.
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- 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
|
| 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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CONVERTIBLE PROMISSORY NOTES AND WARRANTS, Summary of Convertible Promissory Notes (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Face amount | $ 98,258,000 | $ 40,700,000 | |
| Convertible Promissory Notes 1-7 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Face amount | $ 5,340,000 | $ 5,340,000 | $ 5,340,000 |
| Debt maturity term | 24 months | 24 months | |
| Accrued interest rate | 5.00% | 5.00% | |
| Debt instrument, convertible, conversion price (in dollars per share) | $ 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] | |||
| 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 (in dollars per share) | $ 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 (in dollars per share) | 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 (in dollars per share) | 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 (in dollars per share) | 50 | 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 (in dollars per share) | 42 | 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 (in dollars per share) | $ 40 | $ 40 | |
| Convertible Promissory Notes 8-12 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 18 months | 18 months | |
| Accrued 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 (in dollars per share) | $ 10 | $ 10 | |
| Convertible Promissory Notes 8-12 [Member] | Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Debt maturity term | 36 months | 36 months | |
| Accrued interest rate | 10.00% | 10.00% | |
| Convertible Promissory Notes 13-19 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Face amount | $ 18,360,000 | $ 18,360,000 | |
| Debt maturity term | 18 months | 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 (in dollars per share) | $ 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 (in dollars per share) | $ 21 | ||
| Convertible Promissory Notes 13-19 [Member] | Minimum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Accrued interest rate | 5.00% | 5.00% | |
| Debt instrument, convertible, conversion price (in dollars per share) | $ 21 | ||
| Convertible Promissory Notes 13-19 [Member] | Maximum [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Accrued interest rate | 10.00% | 10.00% | |
| Debt instrument, convertible, conversion price (in dollars per share) | $ 25 | ||
| Convertible Promissory Notes 20-23 [Member] | |||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | |||
| Face amount | $ 7,955,000 | ||
| Debt maturity term | 18 months | ||
| Accrued interest rate | 10.00% | ||
| Debt instrument, convertible, conversion price (in dollars per share) | $ 10 | ||
| Debt instrument convertible price minimum percentage of stock price applied | 50.00% |
| 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
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| 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.
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- Details
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CONVERTIBLE PROMISSORY NOTES AND WARRANTS, Convertible notes and warrants (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | 35 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mar. 26, 2024 |
Mar. 25, 2024 |
Mar. 24, 2024 |
Feb. 08, 2024 |
Feb. 07, 2024 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2023 |
|
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Aggregate principal amount | $ 98,258,000 | $ 40,700,000 | $ 40,700,000 | |||||||
| Proceeds from debt under note purchase agreement | $ 47,455,000 | $ 0 | 3,500,000 | $ 15,360,000 | 40,460,000 | |||||
| Digital World Convertible Notes [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Conversion of convertible notes in to common stock | $ 8,228,600 | |||||||||
| TMTG Convertible Notes [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Conversion of convertible notes in to common stock | $ 300,426,000 | |||||||||
| Warrant Subscription Agreement [Member] | IPO [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Warrants issued (in shares) | 3,055,000 | |||||||||
| Common Class A [Member] | Warrant Subscription Agreement [Member] | IPO [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Number of shares issuable per warrant (in shares) | 1 | |||||||||
| Exercise price of warrant (in dollars per share) | $ 11.5 | |||||||||
| Convertible Promissory Notes and Warrants [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Debt instrument interest rate | 8.00% | |||||||||
| Number of warrants in a unit | 0.5 | |||||||||
| Debt instrument, convertible, conversion price (in dollars per share) | $ 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% | |||||||||
| Convertible Promissory Notes and Warrants [Member] | Maximum [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Aggregate principal amount | $ 50,000,000 | |||||||||
| Convertible Promissory Notes and Warrants [Member] | Common Class A [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Number of shares in a unit | 1 | |||||||||
| Convertible Promissory Note [Member] | ||||||||||
| Convertible Notes and Warrants [Abstract] | ||||||||||
| Aggregate principal amount | $ 40,700,000 | $ 38,200,000 | $ 40,700,000 | |||||||
| Proceeds from debt under note purchase agreement | $ 40,000,000 | $ 10,000,000 | ||||||||
| Debt proceeds held in restricted account | $ 40,000,000 | |||||||||
| X | ||||||||||
- Definition Number of warrants or rights issued during the period. No definition available.
|
| X | ||||||||||
- References 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 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 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 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 amount of the original debt being converted in a noncash (or part noncash) transaction. "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 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 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 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 Amount of cash restricted as to withdrawal or usage. 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. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Details
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CONVERTIBLE PROMISSORY NOTES AND WARRANTS, Convertible promissory notes (Q1) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|---|---|
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | $ 98,258,000 | $ 40,700,000 | ||
| Debt Issuance costs | (240,000) | (240,000) | ||
| Nominal value of Convertible Promissory Notes | 98,018,000 | 40,460,000 | ||
| Less: Derivative liability component | (37,234,800) | (37,234,800) | ||
| Liability component at date of issue | 60,783,200 | 3,225,200 | ||
| Interest charged | 44,939,400 | 42,121,800 | ||
| Loss on extinguishment of debt | 542,300 | 0 | ||
| Total Liability component | 106,264,900 | 45,347,000 | ||
| Less: Conversion to Paid in Capital | (56,107,100) | 0 | ||
| Less: Short-term liability component | (50,157,800) | (41,818,800) | $ (4,123,900) | |
| Liability component | 0 | 3,528,200 | 0 | |
| Embedded feature Component [Abstract] | ||||
| Derivative liability Component | 37,234,800 | 37,234,800 | ||
| Change in fair value of embedded derivative | 207,084,100 | (18,832,000) | ||
| Total Derivative Liability Component | 244,318,900 | 18,402,800 | 14,905,300 | $ 75,355,200 |
| Less: Conversion to Paid in Capital | (244,318,900) | 0 | ||
| Less: Short-term derivative liability component | 0 | (17,282,500) | (14,905,300) | |
| Derivative Liability Component | 0 | 1,120,300 | 0 | |
| Future Minimum payment of note payable year 2025 | $ 50,157,800 | |||
| Minimum [Member] | ||||
| Embedded feature Component [Abstract] | ||||
| Debt instrument effective rate percentage | 16.30% | |||
| Maximum [Member] | ||||
| Embedded feature Component [Abstract] | ||||
| Debt instrument effective rate percentage | 100.00% | |||
| Convertible Promissory Notes 1-7 [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | $ 5,340,000 | 5,340,000 | 5,340,000 | |
| Convertible Promissory Notes 8 -12 [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | 17,500,000 | 17,500,000 | 17,500,000 | |
| Convertible Promissory Notes 13 -20 [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | 17,860,000 | 17,860,000 | $ 15,360,000 | |
| Convertible Promissory Notes 21 - 23 [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | 7,455,000 | 0 | ||
| Digital World Convertible Notes [Member] | ||||
| Debt, Long-Term and Short-Term, Combined Amount [Abstract] | ||||
| Face amount | $ 50,103,000 | $ 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 Conversion of debt into paid in capital. No definition available.
|
| X | ||||||||||
- Definition Amount of the cost of instrument liability component for debt. No definition available.
|
| X | ||||||||||
- Definition Conversion paid in capital in derivative liability. No definition available.
|
| X | ||||||||||
- Definition Aggregate difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. 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 | ||||||||||
- 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 | ||||||||||
- 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 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 | ||||||||||
- Definition Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing 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
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FAIR VALUE MEASUREMENT (Q1) (Details) - USD ($) |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|---|
| Current Liabilities [Abstract] | |||
| Derivative liability | $ 0 | $ 17,282,500 | $ 14,905,300 |
| Liabilities [Abstract] | |||
| Derivative liability | 0 | 1,120,300 | 0 |
| Level 1 [Member] | |||
| Current Liabilities [Abstract] | |||
| Derivative liability | |||
| Liabilities [Abstract] | |||
| Derivative liability | |||
| Level 2 [Member] | |||
| Current Liabilities [Abstract] | |||
| Derivative liability | |||
| Liabilities [Abstract] | |||
| Derivative liability | |||
| Level 3 [Member] | |||
| Current Liabilities [Abstract] | |||
| Derivative liability | 0 | 17,282,500 | |
| Liabilities [Abstract] | |||
| Derivative liability | $ 0 | $ 1,120,300 | $ 14,905,300 |
| X | ||||||||||
- References 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
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| X | ||||||||||
- Details
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| X | ||||||||||
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|
LOSS PER SHARE (Q1) (Details) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
| Loss Per Share [Abstract] | ||
| Total common stock equivalents excluded from dilutive loss per share (in shares) | 27,741,229 | 0 |
| Potential common shares diluted (in shares) | 0 | 0 |
| Escrow shares (in shares) | 4,667,033 | |
| Convertible Notes [Member] | ||
| Loss Per Share [Abstract] | ||
| Total common stock equivalents excluded from dilutive loss per share (in shares) | 6,250,000 | 0 |
| Warrants [Member] | ||
| Loss Per Share [Abstract] | ||
| Total common stock equivalents excluded from dilutive loss per share (in shares) | 21,491,229 | 0 |
| X | ||||||||||
- Definition Number of shares deposited into escrow account. No definition available.
|
| X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
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STOCKHOLDERS' EQUITY (Q1) (Details) - $ / shares |
Mar. 31, 2024 |
Mar. 25, 2024 |
Jan. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Jan. 31, 2022 |
Oct. 31, 2021 |
Feb. 08, 2021 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stockholders' Equity [Abstract] | |||||||||||
| Common shares, shares authorized (in shares) | 999,000,000 | 1,000,000,000 | 999,000,000 | 120,000,000 | 120,000,000 | 110,000,000 | 11,000 | ||||
| Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.000001 | $ 0.0001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
| Common shares, shares issued (in shares) | 136,700,583 | 100,000,000 | 87,500,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | ||||
| Common shares, shares outstanding (in shares) | 136,700,583 | [1] | 100,000,000 | 87,500,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000 | |||
| Common stock, shares reclassified (in shares) | 10,000 | ||||||||||
| Capital stock authorized (in shares) | 1,000,000,000 | 11,000 | |||||||||
| Capital shares, par value (in dollars per share) | $ 0.0001 | ||||||||||
| Common Stock [Member] | |||||||||||
| Stockholders' Equity [Abstract] | |||||||||||
| Capital stock authorized (in shares) | 999,000,000 | ||||||||||
| Preferred Stock [Member] | |||||||||||
| Stockholders' Equity [Abstract] | |||||||||||
| Capital stock authorized (in shares) | 1,000,000 | ||||||||||
| Equity Incentive Plan [Member] | |||||||||||
| Stockholders' Equity [Abstract] | |||||||||||
| Common shares, shares authorized (in shares) | 100,000,000 | 7,500,000 | 7,500,000 | 1,000 | |||||||
| |||||||||||
| X | ||||||||||
- Definition Face amount or stated value per share of capital stock. No definition available.
|
| 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 | ||||||||||
- 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 | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
STOCK BASED COMPENSATION (Q1) (Details) - USD ($) |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 25, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
|
| Stock Based Compensations [Abstract] | ||||
| Number of shares issued under share-based payment arrangement (in shares) | 0 | 0 | ||
| Aggregate principal amount | $ 98,258,000 | $ 40,700,000 | ||
| Vendor Convertible Notes [Member] | ||||
| Stock Based Compensations [Abstract] | ||||
| Aggregate principal amount | $ 7,500,000 | |||
| Maturity date | Mar. 31, 2027 | |||
| Interest rate | 0.00% | |||
| Convertible notes converted into shares of common stock (in shares) | 10 | |||
| Vendor Convertible Notes [Member] | Research and Development Expense [Member] | ||||
| Stock Based Compensations [Abstract] | ||||
| Share based compensation expense | $ 30,142,500 | |||
| Executive Promissory Notes [Member] | ||||
| Stock Based Compensations [Abstract] | ||||
| Aggregate principal amount | $ 10,900,000 | |||
| Maturity date | Sep. 30, 2024 | |||
| Interest rate | 0.00% | |||
| Debt instrument, convertible, conversion price (in dollars per share) | $ 10 | |||
| Convertible notes converted into shares of common stock (in shares) | 1,090,000 | |||
| Executive Promissory Notes [Member] | General and Administration Expense [Member] | ||||
| Stock Based Compensations [Abstract] | ||||
| Share based compensation expense | $ 54,445,500 | |||
| 2024 Equity Incentive Plan [Member] | Digital World Acquisition Corp [Member] | ||||
| Stock Based Compensations [Abstract] | ||||
| Common stock, available for issuance (in shares) | 13,252,544 | |||
| Number of shares issued under share-based payment arrangement (in shares) | 0 | |||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of expense for award under share-based payment arrangement. Excludes amount capitalized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate number of common shares reserved for future issuance. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. 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 Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- 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
|
| X | ||||||||||
- Definition Number, after forfeiture, of shares or units issued under share-based payment arrangement. Excludes shares or units issued under employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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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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COMMITMENTS AND CONTINGENCIES (Q1) (Details) |
3 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
May 10, 2024
USD ($)
|
Mar. 25, 2024
USD ($)
|
Mar. 21, 2024 |
Mar. 08, 2024 |
Feb. 28, 2024 |
Feb. 27, 2024
USD ($)
|
Feb. 26, 2024 |
Oct. 20, 2023 |
Jul. 20, 2023
USD ($)
|
Mar. 31, 2024
shares
|
Jan. 18, 2024
USD ($)
|
|
| Commitment and Contingencies [Abstract] | |||||||||||
| Escrow shares (in shares) | shares | 4,667,033 | ||||||||||
| Settlement in principle amount | $ 18,000,000 | $ 18,000,000 | |||||||||
| Term of plaintiff allegation | 6 months | ||||||||||
| ARC and Patrick Orlando [Member] | |||||||||||
| Commitment and Contingencies [Abstract] | |||||||||||
| Conversion rate | 2 | 1.34 | 1.8 | ||||||||
| Claimed conversion rate | 1.348 | 1.78 | 1.68 | ||||||||
| Penalty amount | $ 18,000,000 | ||||||||||
| Period for court to resolve action | 150 days | ||||||||||
| Subsequent Event [Member] | |||||||||||
| Commitment and Contingencies [Abstract] | |||||||||||
| Litigation settlement payable amount | $ 235,100 | ||||||||||
| Services Agreement [Member] | |||||||||||
| Commitment and Contingencies [Abstract] | |||||||||||
| Expense reimbursement claim | $ 1,000,000 |
| X | ||||||||||
- Definition The amount breach of fiduciary duty penalty. No definition available.
|
| X | ||||||||||
- References 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 Number of shares deposited into escrow account. No definition available.
|
| X | ||||||||||
- Definition Period in which court can resolve action. No definition available.
|
| 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 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 Amount awarded to other party in judgment or settlement of litigation. No definition available.
|
| X | ||||||||||
- Definition Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees. No definition available.
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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SUBSEQUENT EVENTS (Q1) (Details) - shares |
Apr. 26, 2024 |
Mar. 31, 2024 |
Mar. 25, 2024 |
|---|---|---|---|
| Subsequent Events [Abstract] | |||
| Earnout shares had been earned and issued (in shares) | 40,000,000 | 40,000,000 | |
| Subsequent Event [Member] | |||
| Subsequent Events [Abstract] | |||
| Earnout shares had been earned and issued (in shares) | 40,000,000 | 40,000,000 |
| X | ||||||||||
- Definition Total number of earnout shares of an entity to be issued. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Details
|