特朗普媒体科技集团美股招股说明书(2025-03-18版)

TRUMP MEDIA & TECHNOLOGY GROUP CORP. This prospectus supplement supplements the prospectus dated September 5, 2024 (the “Prospectus”), which forms a part of our registrationstatement on Form S-1 (No. 333-281761). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meaningsspecified in the Prospectus. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourDefinitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2025 (the “DefinitiveProxy Statement”). Accordingly, we have attached the Definitive Proxy Statement to this prospectus supplement. Our shares of Common Stock and Public Warrants are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbols “DJT” and“DJTWW,” respectively. On March 17, 2025, the closing price of our Common Stock was $20.56 per share and the closing price of our Public Warrantswas $12.62 per Public Warrant. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered orutilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read inconjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you shouldrely on the information in this prospectus supplement. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the sectiontitled “Risk Factors” beginning on page 18 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issuedunder the Prospectus and this prospectus supplement or determined if the Prospectus and this prospectus supplement is truthful or complete.Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 18, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section14(a) ofthe Securities Exchange Act of 1934(Amendment No.) Filed by the Registrant☒ Filed by a Party other than the Registrant☐ Check the appropriate box: ☐Preliminary Proxy Statement☐Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))☒Definitive Proxy Statement☐Definitive Additional Materials☐Soliciting Material Pursuant to §240.14a-12 Trump Media & Technology Group Corp.(Name of Registrant as Specified In Its Charter) N/A(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒No fee required.☐Fee paid previously with preliminary materials.☐Fee computed on table in exhibit required by Item25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. March 18, 2025 Dear Fellow Stockholders: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of TrumpMedia & Technology Group Corp. (the “Company”), which will be held virtually on April 30, 2025, at 9:00 A.M.Eastern Time. We are holding the Annual Meeting virtually this year as doing so fosters greater stockholderattendance and participation from any location around the world, and reduces the cost and environmental impact ofthe Annual Meeting. You will be able to join the Annual Meeting, as well as vote and submit your questions onlineduring the Annual Meeting, by visitinghttps://www.proxydocs.com/DJT. We have designed the virtual AnnualMeeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. References to “inperson” attendance or voting in our proxy materials refer, therefore, to attending or voting at the Annual Meetingvirtually. At the Annual Meeting, our stockholders will vote on the following matters: (1)the election of the director nominees named in the accompanying proxy statement;(2)the reincorporation by conversion of the Company from the State of Delaware to the State of Florida;(3)an amendment and restatement of the Company's 2024 Equity Incentive Plan to increase the number of sharesauthorized for issuance thereunder by including an evergreen provision to allow for annual increases to theshare pool in the future and to make other administrative changes;(4)an advisory vote on a resolution to approve the compensation of our named executive officers;(5)an advisory vote on the frequency of future advisory resolutions to approve the compensation of our namedexecutive officers; and(6)the ratification of the appointment of Semple, Marchal & Cooper, LLP as our independent r