特朗普媒体科技集团美股招股说明书(2025-06-13版)

From time to time, Trump Media & Technology Group Corp., a Florida corporation (“TMTG,” “Company,” “we”, “our” or“us”), may offer and sell our securities listed above in one or more offerings in amounts, at prices and on terms that we willdetermine at the time of the offering. The aggregate initial offering price of all securities sold by us under this prospectus will notexceed $12.0 billion. This prospectus also relates to the offer and resale from time to time in one or more offerings, by the selling securityholdersnamed in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the“Selling Securityholders”), of up to an aggregate of 84,657,181 shares (the “Shares”) of common stock, par value $0.0001 pershare (the “Common Stock”) of TMTG, consisting of (i) 55,857,181 shares of Common Stock purchased pursuant to subscriptionagreements (collectively, the “Equity PIPE Subscription Agreements”) with certain institutional investors (the “Equity PIPESubscribers”) in an aggregate amount of approximately $1.44 billion at a purchase price of $25.72 per share, in a private placement(the “PIPE Financing”) and (ii) up to 28,800,000 shares of Common Stock issuable upon conversion of our 0.00% convertiblesenior secured notes due 2028 (the “Convertible Notes”) in the aggregate principal amount of $1.0billion, purchased pursuant tosubscription agreements (the “Convertible NoteSubscription Agreements,” and, together with the Equity PIPE SubscriptionAgreements, the “Subscription Agreements”) with certain investors (the “Debt Financing,” and, together with the PIPE Financing,the “Financing”). Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders willissue, offer or sell, as applicable, any of the securities. See the section entitled “Selling Securityholders” for additional information.We and the Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and atvarying prices. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents,underwriters or dealers are used to sell the securities, we will name them in a prospectus supplement. We provide more informationabout how we and the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.” We will receive proceeds from the issuance and sale of our common stock, preferred stock, debt securities, warrants, rights orunits. We will not receive any proceeds from the sale of Shares by the Selling Securityholders pursuant to this prospectus.However, we will pay certain expenses associated with the sale of securities pursuant to this prospectus, as described in the sectiontitled “Plan of Distribution.” Specific terms of the securities to be offered will be provided in one or more supplements to this prospectus. The specific planof distribution for any securities to be offered will also be provided in a prospectus supplement. Prospectus supplements may alsoadd, update or change information in this prospectus. You should read this prospectus and any prospectus supplement oramendment carefully before you invest in our securities. The Shares offered by the Selling Securityholders represent approximately 52.8% of our public float and approximately30.55% of our outstanding shares of Common Stock as of June4, 2025. Our shares of Common Stock and Public Warrants are currently listed on the Nasdaq Global Market (“Nasdaq”) and theNYSE Texas, Inc. (“NYSE Texas”) under the symbols “DJT” and “DJTWW,” respectively. On June4, 2025, the closing price ofour Common Stock was $21.88 per share and the closing price of our Public Warrants was $13.39 per Public Warrant. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesdescribed in the section titled “Risk Factors” beginning on page10of this prospectus and under similar headings in anyamendments or supplements to this prospectus, and beginning on page 20 of our Annual Report on Form10-K for the yearended December31, 2024, which is incorporated herein by reference, as amended and supplemented from time to time byany risk factors we include in subsequent Annual or Quarterly Reports on Form10-K or 10-Q, respectively, andincorporated herein by reference. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the accuracy or adequacy of this prospectus or any prospectus supplement. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus is June 13, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5PROSPECTUS SUMMARY7RISK FACTORS10USE OF PROCEEDS26DESCRIPTION OF CAPITAL SECURITIES27DESCRIPTION OF DEBT SECURITIES36DESCRIPTION OF WARRANTS48DESCRIPTION