What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-02-14 compared with 2024-04-01 · 18 added, 28 removed, 1 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

Our Common Stock and Public Warrants are each traded on The Nasdaq Global Market under the symbols DJT and DJTWW,

respectively.

Our Common Stock and Public Warrants commenced public trading on March 26, 2024.

On March 28, 2024, there were 289 holders of record of shares of our Common Stock and 61 holders of

record of our Public Warrants.

We have never declared or paid dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and

therefore, do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our Board after considering

our business prospects, results of operations, financial condition, cash requirements and availability debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and

future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board deems relevant.

(d) Performance Graph

Not Applicable.

(e) Recent Sales of Unregistered Securities

During the covered period, Digital World issued $2,832,000 in non-interest-bearing convertible promissory notes,

payable upon the stockholders’ approval of the Business Combination.

The payment could be made in either (i) units or (ii) cash or units, at the holder's election.

Any units issuable pursuant to the convertible promissory notes

were to consist of one share of Digital World common stock and one-half of a warrant, with an exercise price ranging between $8 and $10.

Upon the consummation of the Business Combination, the number of shares of TMTG Common

Stock issued to holders of such convertible promissory notes is equal to 303,200 and the number of private warrants issued is equal to 149,099.

The convertible promissory notes were issued pursuant to the exemption from

registration contained in Section 4(a)(2) of the Securities Act.

Further information about additional unregistered sales of our equity securities in connection with the Business Combination is set forth under Items 2.01 and 3.02 of our Current

Report on Form 8-K filed with the SEC on April 1, 2024.

(f) Recent Purchase of Unregistered Securities

Market Information

Our common stock and Public Warrants are currently listed on the Nasdaq Global Marker under the symbols “DJT” and “DJTWW,” respectively.

As of February 12, 2025, there were 527 holders of record of our common stock and 89 holders of record of our Public Warrants.

A substantially greater number

of holders are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.

We have not paid any cash dividends on our common stock to date.

It is the present intention of our Board to retain all earnings, if any, for use in our

business operations and, accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual

Report on Form 10-K.

Unregistered Sales of Equity Securities

During the year ended December 31, 2024, Yorkville purchased 20,330,365 shares of common stock for prices between $14.31

and $36.98 per share, pursuant to the terms of the SEPA.

Proceeds of these equity sales under the terms of the SEPA were approximately $449.9 million (net of approximately $0.5 million of offering costs).

Such issuances were in reliance

upon the exemption provided in Section 4(a)(2) of the Securities Act.

The proceeds from such sales were used for working capital and general corporate purposes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity