What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-05 · 630 added, 879 removed, 308 unchanged (83% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Sheets as of September 30, 2024 and December 31, 2023 and Statements of Operations, Stockholders’ (Deficit)/Equity and Cash Flows for the three and nine months ending September 30 th , 2024 and September 30 th , 2023

Balance Sheets as of March 31, 2025 and December 31, 2024 and Statements of Operations, Stockholders’ Equity/(Deficit) and Cash Flows for the three months ending March 31, 2025 and March 31, 2024

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

6 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands except share data)

September 30, 2024

(in thousands except share and per share data)

March 31, 2025

December 31, 2024

6 unchanged sentences

Property and equipment, net

Intangible asset, net

Intangible assets, net

Right-of-use assets, net

Liabilities and Stockholders’ Equity/ (Deficit)

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable and accrued expenses

Convertible promissory notes

Related party payables

Derivative liability

Unearned revenue

4 unchanged sentences

Long-term debt - other

Convertible promissory notes

Derivative liability

Total liabilities

Commitments and contingencies (Note 16)

Stockholders’ Equity/(Deficit):

Stockholders’ Equity:

Preferred Stock $ 0.0001 par value – 1,000,000 shares authorized, 0

shares issued and outstanding at September 30 , 2024 and December 31 , 2023

shares issued and outstanding at March 31 , 2025 and December 31 , 2024

Common Stock $ 0.0001 par value – 999,000,000 shares authorized, 220,623,372

and 87,500,000 shares issued and outstanding at September 30 , 2024 and December 31 , 2023

and 220,657,014 shares issued and outstanding at March 31 , 2025 and December 31 , 2024

Paid in capital

Treasury Stock

Treasury stock, at cost ( 424,483 and 128,138 shares)

Accumulated deficit

( 2,976,912.3

Total stockholders’ equity/(deficit)

Total liabilities and stockholders’ equity/(deficit)

( 2,945,185.7

Total stockholders’ equity

Total liabilities and stockholders’ equity

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

2 unchanged sentences

(in thousands except share and per share data)

September 30,

Operating costs and expenses (1)

4 unchanged sentences

Depreciation and amortization

Total costs and operating expenses

Total operating costs and expenses

Loss from operations

7 unchanged sentences

Weighted Average Shares used to compute net loss per share attributable to common stockholders:

(1) Costs of operating expenses include stock-based compensation

expense as follows:

(1) Operating costs and expenses include stock-based compensation expense as follows:

Research and development

1 unchanged sentence

Total stock based compensation expense

* Loss per share attributable

to common stockholders for diluted calculation is based on the Basic weighted shares as these are not dilutive.

The Basic and diluted loss per share attributable to common stockholders are therefore the same.

* Loss per share attributable to common stockholders for diluted calculation is based on the basic weighted shares as these are not dilutive.

The basic and

diluted loss per share attributable to common stockholders are therefore the same.

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Condensed Consolidated Statements of Stockholders’

(Deficit)/Equity

Condensed Consolidated Statements of Stockholders’ Equity /(Deficit)

(in thousands, except share data)

6 unchanged sentences

Stockholders’

(Deficit)/ Equity

Retroactive application of recapitalization to January 1, 2023

Balance at March 31, 2023

Balance at June 30, 2023

Balance at September 30, 2023

Balance as December 31, 2023

Fair value of TMTG earnout shares

Equity/(Deficit)

Balance as of December 31, 2023

Fair value of earnout shares

( 2,477,550.2

2 unchanged sentences

Issuance of common stock upon reverse capitalization

Conversion of executive and vendor notes to common stock

Balance as of March 31, 2024

( 2,871,920.6

Exercise of warrants

Issuance of earnout shares

Conversion of convertible notes in common stock

Balance as of June 30, 2024

Balance as of December 31, 2024

( 2,945,185.7

Exercise of Warrants

Common stock issued for cash

Acquisition of WCT, net of offering costs

Issuance of common stock for services

Stock based compensation

Treasury stock

Common stock for ARC settlement

Balance at September 30, 2024

Vesting of restricted stock units

Balance as of March 31, 2025

( 2,976,912.3

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

Condensed Consolidated Statements of Cash Flows

Nine Month Periods Ended

Three Months Ended

(in thousands)

September 30,

Cash flows from operating activities

6 unchanged sentences

Operating lease amortization

Change in operating assets and liabilities

Prepaid expenses and other current assets

1 unchanged sentence

Unearned revenue

Accounts payable and operating lease liabilities

Operating lease liabilities

Accounts payable and accrued expenses

Net cash used in operating activities

1 unchanged sentence

Purchases of property and equipment

Purchase of intangible asset

Purchase of short-term investments

Purchases of short-term investments

Net cash used in investing activities

Cash flows provided by financing activities

Proceeds from convertible promissory notes

Proceeds of convertible promissory notes

Proceeds from merger

Repurchase of common stock

Proceeds from the issuance of Common Stock

Proceeds from the exercise of Warrants

Net cash provided by financing activities

Proceeds from the exercise of warrants, net

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents, end of period

Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets

Cash and cash equivalents

Restricted cash

Total cash and cash equivalents and restricted cash, end of period

Supplemental disclosure of cash flow information

3 unchanged sentences

Shares issued for conversion of convertible notes

Operating lease assets obtained in exchange for operating lease obligations

Common Stock issued for business combination

Common Stock Issued for underwriter fees

The Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data)

The Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

thousands, except share and per share data)

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.

The accompanying unaudited condensed consolidated financial

statements include the historical accounts of TMTG Sub Inc.

f/k/a Trump Media & Technology Group Corp.

(“Private TMTG” or “Predecessor TMTG” or, prior to the closing on March 25, 2024, “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.

operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations.

On March 25, 2024, TMTG consummated the Merger Agreement dated October 20, 2021, between Digital World Acquisition Corp.

(“Digital 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

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:

The pre-combination equity holders of TMTG hold the majority of voting rights in Digital World after giving effect to the Business Combination (“the Combined Entity”, also referred to herein as “New

Digital World” or “the Company”);

The pre-combination equity holders of TMTG have the right to appoint the majority of the directors on the Combined Entity Board;

TMTG senior management (executives) are the senior management (executives) of the Combined Entity;

Operations of TMTG will comprise the ongoing operations of Combined Entity.

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;

TMTG operates Truth Social, a social media

platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, Truth+, a streaming platform focusing on news, Christian content, and family friendly programming, and Truth.Fi, a

financial services and FinTech brand incorporating America First investment vehicles.

On March 25, 2024, TMTG consummated the transactions contemplated by the Agreement and Plan of Merger (collectively, the

“Business Combination”), dated October 20, 2021, between Digital World Acquisition Corp.

(the “Company,” “Digital World” or “DWAC” or, following the closing on March 25, 2024, “TMTG” or “New Digital World”), DWAC Merger Sub, Private TMTG, ARC

Global Investments II (“ARC”), LLC and TMTG’s Chief Legal Officer, as amended on May 11, 2022, August 9, 2023 and September 29, 2023 (the “Merger Agreement”).

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth

therein, upon the closing of the Business Combination (the “Closing” and, the date of the Closing, the “Closing Date”), DWAC Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World (the

TMTG’s stockholders received 87,500,000 shares of Digital World Class A common stock (excluding 40,000,000 Earnout Shares (defined herein)), subject to certain adjustments and earnout provisions, in exchange for TMTG common stock.

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 was

accounted for as a reverse recapitalization in accordance with U.S.

GAAP because TMTG was the operating company and was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification

Topic 805, Business Combinations (“ASC 805”), while Digital World was a blank check company.

The determination was primarily based on the evaluation of the following facts and circumstances:

The pre-combination equity holders of Private TMTG hold the majority of voting rights in TMTG;

The pre-combination equity holders of Private TMTG had the right to appoint the majority of the directors on TMTG’s Board;

Private TMTG senior management (executives) are the senior management (executives) of TMTG;

Operations of Private TMTG comprise the ongoing operations of TMTG.

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.

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

(iii) the assets and liabilities of Predecessor TMTG at their historical cost;

and (iv) the Company’s equity structure for all periods presented.

In connection with the consummation of the Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and TMTG was renamed “TMTG Sub Inc.”

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

In connection with the consummation of the Business Combination, Digital World was renamed

“Trump Media & Technology Group Corp.” and TMTG was renamed “TMTG Sub Inc.”

In accordance with the applicable guidance, the equity structure was 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

As such, the shares and corresponding capital amounts and earnings (loss) per share related to Predecessor TMTG convertible notes and Predecessor TMTG common stock prior to the Business Combination were retroactively restated as

shares reflecting the exchange ratio established in the Business Combination.

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.

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.

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, 2025.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2023.

Reclassifications

In the third quarter of 2024, we revised the presentation

of our statement of operations to reclassify cost of revenue as a component of operating cost and expenses, and resulted in our gross profit no longer being presented within the statement of operations.

We revised the presentation of the

statement of operations to reflect changes in the way we manage and evaluate our business due to our launch of content streaming on Truth+.

Reclassifications of certain prior period amounts have been made to conform to the current period

presentation.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with our audited consolidated

financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”).

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, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived assets, and the reported amounts of revenues and expenses during the reporting

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, the fair value of assets acquired and liabilities assumed in business acquisitions, the assessment of recoverability of our goodwill and long-lived assets, 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, derivative liabilities, recoverability of goodwill and intangibles, fair value of short-term investments, useful lives of property and equipment, earn-out shares and stock-based compensation.

Material estimates and assumptions reflected in the unaudited condensed consolidated financial statements relate to and include, but are not limited to, fair value of

intangible assets acquired in business acquisitions, recoverability of goodwill and intangibles, fair value of short-term investments, useful lives of intangibles and depreciable assets, and stock-based compensation.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

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

Statements of Operations.

Cash and cash equivalents

Cash and cash equivalents represents bank accounts and demand deposits held at financial institutions.

Cash and cash equivalents are 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.

Short-term investments

Our policy for short-term investments is to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations and

delivers an appropriate yield in relationship to our investment guidelines and market conditions.

We utilize a repurchase agreement, which is used to purchase United States Treasury Bills from a third party seller, which are accounted for as

secured borrowings under which the seller pledges its securities as collateral to secure a loan from us, which is equal in value to the estimated fair value of the pledged collateral.

The seller retains beneficial ownership of the pledged

At the maturity of the repurchase agreement, the seller is required to repay the loan plus accrued interest and concurrently receives back its pledged collateral from us.

We may renew the agreement at the then prevailing financing rate

for the same or other securities.

We may be required to transfer additional cash in the event the fair value of the collateral pledged exceeds the loan balance.

Our repurchase agreement is based the September 1996 version of the Bond Market

Association Master Repurchase Agreement, which generally provides that the lender, as buyer, is responsible for obtaining collateral valuations from a generally recognized source agreed to by both the Company and the seller, or, in an instance when

such source is not available, the value determination is made by the lender.

Our repurchase agreement is expected to range from 1 to

3 days in duration and the purchase price will be equal to the repurchase price, reducing our exposure to significant market fluctuations

and other variables that may result in decline of the fair value of the securities purchased.

We intend to renew our repurchase agreement immediately upon the termination of the preceding repurchase agreement to increase our potential to generate

interest income.

The repurchase agreement is reported at the unpaid balance, net of any allowance for expected losses.

No expected credit losses were recorded as of September 30, 2024.

Prepaid expenses and other current assets

Other current assets

consist of receivables for proceeds from warrant exercises, deferred cost associated with the issuance of our common stock, prepaid rent, insurance and prepaid data costs.

Prepaid and deferred costs are amortized proportionally to their

utilization in our operations.

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:

Furniture and equipment

Computer equipment

Expenditures which substantially increase value or extend useful lives are capitalized.

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 5 - 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 cost 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.

A dditionally, we acquired capitalized software through the business acquisition (see Note 4,

Business Acquisition) .

Goodwill and other intangible assets

We make estimates, assumptions and judgments when valuing goodwill and other intangible assets in connection with the initial purchase price allocation of business

acquisitions, as well as when evaluating the recoverability of our goodwill and other intangible assets on an ongoing basis.

We assess our goodwill and indefinite-lived intangible assets for impairment at least annually during the fourth

We will also perform an assessment at other times if and when events or changes in circumstances indicate the carrying value of these assets may not be recoverable.

We perform our impairment assessment based on qualitative analysis, which includes considering various factors including macroeconomic conditions and our historical

and projected operating results.

If, based on our qualitative analysis, we were to determine it is more-likely-than-not the fair value of one of our reporting units is less than its carrying amount, a quantitative impairment test would be performed

to determine if an impairment loss should be recorded.

As of September 30, 2024, we believe such assets are recoverable;

however, there can be no assurance these assets will not be impaired in future periods.

impairment charges could adversely impact our results of operations.

For the three and nine months ended September 30, 2024 we recognized $ 501.7 of

amortization expense on our intangible asset .

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

- 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

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 $ 2,453.5 was recognized as revenue for the nine months ended September 30, 2024, which

was included in the deferred revenue balance as of December 31, 2023.

As September 30, 2024, deferred revenue is expected to be recognized during the succeeding 12 -month period and is therefore presented as current liability on the unaudited condensed balance sheet.

Cost of revenue

primarily encompasses expenses associated with generating advertising revenue and direct costs associated with the acquisition and licensing of content, and streaming delivery cost of our content delivery network, excluding depreciation and

amortization expense.

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.

Selling, general and administration expenses

General and administration 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 administration employees.

In addition, general and administration 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 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 statements 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.

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 8 - Income Taxes.

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.

Business combinations

We include the results of operations of acquired businesses

as of the respective acquisition dates.

Purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill.

If applicable, we estimate the

fair value of contingent consideration payments in determining the purchase price.

Measurement period adjustments to provisional purchase price allocations are recognized in the period in which they are determined, with the effect on earnings of

changes in depreciation, amortization or other income resulting from such changes calculated as if the accounting had been completed at the acquisition date.

Contingent consideration is adjusted to fair value in subsequent periods as an increase or

decrease in general and administration expenses.

Acquisition-related costs are expensed as incurred.

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.

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 $ 764.0 was recognized as revenue for the three months ended March 31, 2025, which was included in the unearned revenue balance as of December 31,

As March 31, 2025, unearned revenue is expected to be recognized during the succeeding 12 -month period and is therefore

presented as a current liability on the consolidated balance sheets.

Concentrations of risks

Our financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and short-term

Although we deposit cash and cash equivalents with multiple banks, these deposits may exceed the amount of insurance provided on such deposits.

These deposits may generally be redeemed upon demand and bear minimal risk.

One customer accounted for 93.0 %

and 90.3 % of our total revenue for the three months ended March 31, 2025 and 2024, respectively.

In order to reduce the risk of downtime of the products we provide, we have established data centers in various geographic regions.

have internal procedures to restore products in the event of a service disruption or disaster at any of our data center facilities.

We serve our customers and users from data center facilities operated either by us or third parties.

with these procedures for disaster recovery in place, the availability of our products could be significantly interrupted during the implementation of restoration procedures.

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

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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements.

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.

The adoption of ASU 2023-09 did not have a material impact on our unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income

Statement (Subtopic 220-40):

Disaggregation of Income Statement Expenses ASU 2024-03 is effective prospectively to financial statements issued for reporting period after

the effective date or retrospectively to any or all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is

Adoption of this guidance will result in additional disclosures, but we do not expect the adoption of ASU 2024-03 will impact our consolidated financial position, results of operations or cash flows.

In November 2024, the FASB issued ASU 2024-04, Debt (Subtopic

Debt with Conversion and Other Options.

ASU 2024-04 clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features

as part of an offer to settle the instrument.

ASU 2024-04 is effective for reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

Early adoption is permitted for entities that have

adopted ASU 2020-06.

We do not expect the adoption of ASU 2024-04 to have a material impact on our unaudited condensed consolidated financial statements.

NOTE 3 – RECAPITALIZATION

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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 statements of changes in stockholders’ equity (deficit) for the period ended September 30, 2024:

Upon the Closing, we received gross proceeds of $ 233,017.5 .

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of changes

in stockholders’ equity/(deficit) for the year ended December 31, 2024:

Cash-trust and cash, net of redemptions

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Reverse recapitalization, net

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 and nine months ended September 30, 2024.

TMTG deems these to be non-recurring expenses that are not direct and incremental to the Merger.

In connection with the Business Combination, 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 our employees and a director of Private TMTG that were triggered by the Business Combination.

We recorded $ 5,530.0 and $ 600.0 in general and

administration expense and sales and marketing expense, respectively, for the year ended December 31, 2024.

TMTG deems these to be non-recurring expenses that are not direct and incremental to the Business Combination.

The number of shares of common stock issued immediately following the consummation of the Business Combination were:

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Common stock immediately after the Business Combination (1)

Includes 614,640 shares outstanding and held in escrow.

Excludes 1,024,517 additional shares issued to former Digital World Class B shareholders in connection with a court order in September 2024.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The number of Predecessor TMTG shares was determined as follows:

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Predecessor TMTG

Public and private placement warrants

Public and private placement

In connection with Digital World’s initial public offering in 2021, 14,374,976 public warrants were issued (the “Public Warrants”) and 566,742

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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 3,424,510 warran ts (“Convertible Note Post IPO Warrants and “Pos t-IPO Warrants”), each warrant entitling the holder thereof to purchase one share of the Company’s Class A common stock for $ 11.50

The Convertible Note Post IPO Warrants and 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.

In March 2024, Digital World issued an aggregate of 3,424,510

warrants (“Convertible Note Post IPO Warrants and “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, 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.

The Convertible Note Post IPO Warrants and 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

TMTG Earnout Shares

As noted in Note 1, in connection with the Merger, TMTG shareholders were entitled to up to 40,000,000 shares if certain post merger per share market prices were 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:

As noted in Note 1, in connection with the Merger, TMTG shareholders were entitled to up to 40,000,000 shares if certain post-merger per share market prices were achieved (the “Earnout Shares”).

We 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 was the result of the average of 1,000,000 trial outcomes.

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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 were no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares were 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 was 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.

The 75th percentile of GPC volatilities was selected given our 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 were no service conditions nor any requirement of the participants to provide goods or services, we determined that the Earnout Shares were not within the scope of ASC

Next, we determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480 and

Based upon the analysis, we concluded that the Earnout Shares should not be classified as a liability under ASC 480.

We 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 was appropriately classified in equity.

As the Business Combination 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.

On April 26, 2024, the Earnout Shares had been earned and such shares were issued.

NOTE 4 – BUSINESS ACQUISITION

Acquisition of World Connect Technologies, LLC

On August 9, 2024, we completed the acquisition of substantially all of the assets and liabilities of WorldConnect Technologies, LLC (“WCT”), which included the source

code, an option agreement dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA FOrum RAčunalništva, d.o.o., as amended and restated (each of the parties

thereto other than WCT, collectively, “Perception”), as well as agreements related to the source code purchase and support and maintenance.

We incurred $ 942.6

in non-recurring transaction costs in connection with the acquisition, which were recogni zed within general and administration expense.

We believe the acquisition will allow us to provide ultra-fast streaming technology powered through

our custom-designed, multi-site CDN using our own servers, routers, and software stack, created with the goal of rendering the service uncancellable by Big Tech.

We funded the acquisition in exchange for an estimated aggregate consideration of up to $ 132,171.0 , consisting of:

2,600,000 newly-issued shares of our common stock, equal in

value to $ 68,146.0 at our common stock’s closing price on August 9, 2024.

Contingent consideration upon achieving operational milestones related to the opening of future data centers, as set forth in the Asset Acquisition Agreement, an estimated 2,442,770 newly-issued shares of our common stock, equal in value to $ 64,025.0 at our common stock’s closing price on August 9, 2024.

Each milestone is accounted for as a separate unit of account and the common stock to be issued meets

the criteria for equity classification pursuant to ASC 815.

Assumption of a $ 17,500.0 liability payable over three years to Perception for the exercise of the Source Code Purchase Agreement, with an estimated net present value of $ 16,313.2 .

$ 7,000.0 of the

assumed liability was paid upon closing.

We estimated 57,230 newly-issued

shares of our common stock will be issued to WCT pursuant to achieving operational milestones related to the opening of future data centers, which are compensatory in nature due to project management services WCT is providing related to opening our

future data centers outside the scope of our written agreement with them.

The estimated allocation of shares as compensation was based upon the estimated fair value of services to be provided divided by the closing price of our common stock on

August 9, 2024.

Compensation expense related to these shares will be recorded at the fair value of the common stock when the milestones are achieved.

The following table summarizes the preliminary estimated fair values of the WCT assets acquired and liabilities assumed:

Fair value of assets acquired:

Intangible asset, net

Amount attributable to assets acquired

Fair value of liability assumed:

Amount attributable to liability assumed

Total purchase price

The goodwill consists largely of the expected cash flows and future growth anticipated for the Company from acquiring the assets.

The goodwill is deductible for tax

Preliminary valuation of intangible assets was valued using the cost approach, which estimates value by determining the current cost of replacing an asset with another

of equivalent utility.

The cost to replace a given asset reflects the estimated reproduction or replacement cost for the acquired asset.

No preliminary fair value has been assigned to other intangible assets that may have been acquired through

the other agreements.

The entire preliminary valuation of intangible assets was assigned to purchased software and has an estimated amortization period of 5 years .

The determination of fair value requires considerable judgment and is sensitive to changes in the underlying assumptions.

Our estimates are preliminary and subject to

adjustment, which may result in material changes to the final valuation.

During the measurement period, which will not exceed one year from closing, we will continue to obtain information to assist us in finalizing the acquisition date fair

Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.

Pro forma financial information is not presented because the acquisition was not material to our financial statements pursuant to Rule 3-05 of Regulation S-X.

As of September 30, 2024, $ 9,433.5 of the assumed debt

remained outstanding and for the three and nine-months ended September 30, 2024, $ 120.2 of interest expense was accreted.

NOTE 4 – GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in our

goodwill balance:

Balance at December 31, 2024

Goodwill related to acquisitions

Balance at March 31, 2025

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Finite-lived intangible assets, net are summarized as follows:

March 31, 2025

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Finite-lived intangible asset

Source code and technology

Exclusivity rights

Intangible assets, net

Amortization expense was $ 1,364.4 for the three months

ended March 31, 2025 and $ 0.0 for March 31, 2024 as the intangibles were acquired in August 2024.

As of March 31, 2025, the

weighted-average remaining amortization period for amortizable intangible assets was 4.35 years.

Based on the balance of finite-lived intangible assets at March 31, 2025, expected future amortization expense is as follows:

Year Ending December 31:

Finite-lived intangible assets, net are summarized as follows:

December 31, 2024

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Finite-lived intangible asset

Source code and technology

Exclusivity rights

Intangible assets, net

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

(in thousands)

September 30, 2024

March 31, 2025

December 31, 2024

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Total depreciation expense was $ 414.8

and $ 14.7 for the three months ended September 30, 2024 and 2023, respectively.

Total depreciation expense was $ 269.8 and $ 48.3 for the nine months

ended September 30, 2024 and 2023, respectively.

and $ 5.6 for the three months ended March 31, 2025 and 2024, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

(in thousands)

September 30, 2024

March 31, 2025

December 31, 2024

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Accounts payable and accrued expenses

NOTE 8 – LONG-TERM DEBT

Our long-term debt consists of a term loan assumed from our business combination WorldConnect Technologies, LLC.

As of March 31, 2025, and December

31, 2024, the term loan had a carrying amount of $ 9,803.5 and $ 9,616.7 , respectively, with $ 4,873.3 and $ 4,780.5 of the term loan due within 12 months of March 31, 2025 and December 31, 2024, respectively.

For the three months ended March 31, 2025, we

accreted interest expense of $ 186.8 related to the term loan.

The term loan carries an effective interest rate of 7.72 %

and requires future payments of $ 5,000.0 in both August 2025 and August 2026, and $ 500.0 in August 2027.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9 – LEASES

Operating leases are included in the unaudited condensed consolidated Balance Sheets as follows:

(in thousands)

During the three months ended March 31, 2025, the Company entered no

additional leases with terms longer than 1 month.

We elected not to recognize ROU assets and lease liabilities arising from short-term office leases with initial terms of twelve months or less (deemed immaterial) on the consolidated balance

When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using its estimated incremental borrowing

The weighted average incremental borrowing rate applied was 7.86 %.

As of March 31, 2025, our leases had a remaining weighted

average term of 3.40 years.

Operating leases are included in the consolidated balance sheets as follows:

Classification

September 30, 2024

March 31, 2025

December 31, 2024

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Total lease liabilities

The components of lease costs, which are included in loss from operations in our unaudited condensed consolidated Statements of Operations were as follows:

Three Month Period Ended

(in thousands)

September 30, 2024

September 30, 2023

Operating lease costs

Short-term lease costs

Total lease costs

Nine Month Period Ended

(in thousands)

September 30, 2024

September 30, 2023

The components of lease costs, which are included in loss from operations in our consolidated statements of operations were as follows:

Three months period ended

March 31, 2025

March 31, 2024

Operating lease costs

Variable lease costs

Short-term lease costs

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Future minimum payments under

non-cancellable leases for operating leases for the remaining terms of the leases following September 30, 2024 were as follows:

(in thousands)

2024 (remainder of)

non-cancellable leases for operating leases for the remaining terms of the leases following the year ended March 31, 2025, are as follows:

Total future minimum lease payments

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NOTE 10 - INCOME TAXES

The estimated annual effective tax rate applied to the nine month period ended September 30, 2024 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 September 30, 2024, TMTG had US Federal net

operating loss carryforwards (“NOLs”) with a tax benefit of approximately $ 9,400.0 from December 31, 2023.

NOTE 9 - OTHER INCOME - RELATED PARTY, RELATED PARTY RECEIVABLE AND PAYABLE

The estimated annual effective tax rate applied to the three months ended March 31, 2025, is 0 % which differs from the US federal statutory rate of 21 %

principally due to the projection of U.S.

net operating loss for the fiscal 2025 with full application of a valuation allowance.

As of March 31, 2025, we had U.S.

Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of

$ 31,456.6 from December 31, 2024.

NOLs are available for use indefinitely.

NOTE 11 – RELATED PARTY TRANSACTIONS

Administrative Services Arrangement

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per month for these services.

The agreement with the Sponsor was terminated on April 5, 2023, $ 221.0 was unpaid as of September 30,

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 September 30, 2024, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

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 September 30, 2024 and 2023, TMTG paid $ 0.0 and $ 31.1 , respectively, and during the nine months

ended September 30, 2024 and 2023 paid $ 38.3 and $ 101.7 , respectively, to Trishul.

As of September 30, 2024 and December 31, 2023, TMTG had an outstanding payable balance of zero to Trishul.

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 September 30, 2024 and 2023, we paid $ 60.0 and $ 60.0 , respectively, and for the nine months ended September 30, 2024 and 2023, we paid $ 780.0 and $ 180.0 , respectively, to Hudson Digital.

As of September 30,

2024 and December 31, 2023, TMTG had outstanding payable balances of zero to Hudson Digital.

Hudson Digital is owned by Daniel

Scavino, who served as a director of Private TMTG from February 16, 2023, until March 25, 2024.

Scavino has not served as an officer or director of TMTG.

In June 2024, in connection with a company event, TMTG paid $ 78.2

to Mar-a-Lago Club LLC, which is owned by the Donald J.

Trump Revocable Trust, dated April 7, 2014.

At the time of such transaction, Donald J.

Trump owned more than 5 % of TMTG’s common stock.

NOTE 10 - 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

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

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.

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 US$ 25 , US$ 21 or US$ 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 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 US$ 25 or US$ 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 SPAC merger agreement or 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 US$ 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.

On March 25, 2024, immediately before the Closing, Notes 1 to 23, and their accrued, but unpaid interest, automatically converted into an

aggregate 7,854,534 shares of TMTG common stock.

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”);

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;

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.

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 3,424,510 warrants (“Convertible Note Post IPO Warrants and “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 Convertible Note Post IPO Warrants and 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

was held in a restricted account and was released upon the registration of the underlying shares on June 18, 2024.

On June 18 and 20, the face value of the Note Purchase Agreement was converted into 6,250,000 shares of TMTG common stock and warrants to purchase up to 3,125,000

shares of TMTG common stock.

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 Statements 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.

Convertible Promissory Notes (debt host) are not subject to Subtopic 480-10.

(in thousands)

September 30, 2024

December 31, 2023

Convertible Promissory Notes

Notes 8 to 12

Notes 13 to 20

Notes 21 to 23

Digital World Convertible Notes

Debt Issuance costs

Carrying value of Convertible Promissory Notes

Derivative liability component

Liability component at date of issue

Interest charged

Loss on extinguishment of debt

Total liability component

Conversion to Paid in Capital

Short-term liability component

Liability component at September 30 , 2024 and December 31, 2023

Embedded feature component

Derivative liability component

Change in fair value of embedded derivative

Total Derivative Liability Component

Conversion to Paid in Capital

Short-term derivative liability component

Derivative Liability Component at September 30 , 2024 and December 31, 2023

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.

The agreement with the Sponsor was terminated on April 5, 2023, $ 221.0 was unpaid as of March 31, 2025.

During 2022, the Digital World sponsor, ARC (the “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, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

NOTE 12 - FAIR VALUE MEASUREMENT

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between market participants.

The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

We use a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

1 unchanged sentence

Significant unobservable inputs which are supported by little or no market activity.

As of September 30, 2024

(in thousands)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 31, 2025

Quoted prices in

active markets for

identical assets

other observable

active markets

for identical

Significant unobservable inputs

Repurchase agreement

Repurchase agreements

Total assets measured at fair value

As of December 31, 2024

(in thousands)

Quoted prices in

active markets for

identical assets

other observable

active markets

for identical

Significant unobservable inputs

Current Liabilities

Derivative liability

Total liabilities measured at fair value

fair value of the repurchase agreement is based on quoted market prices of the counter-party collateral.

Our repurchase agreement exposes us to credit risk and is collateralized by U.S.

Repurchase agreements

Total assets measured at fair value

fair value of the repurchase agreement is classified within Level 1, because we use quoted market prices of the counter-party collateral to determine their fair value.

Our repurchase agreement exposes us to credit risk and is

collateralized by U.S.

Treasury Bills.

We have not experienced any material

losses related to these securities.

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.

The derivative liability component of Convertible promissory notes are classified as Level 3 due to significant unobservable inputs.

We have not experienced any material losses related to these securities.

NOTE 13 – LOSS PER SHARE

Basic loss per share is calculated by dividing net loss by the weighted average number of shares of stock outstanding during the period.

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 the three and nine months ended September 30, 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:

September 30, 2024

December 31, 2023

computed diluted earnings per share of common stock based on the weighted average number of shares of stock outstanding plus potentially dilutive shares of stock outstanding during the period.

Potentially dilutive shares of stock from employee

incentive plans are determined by applying the treasury stock method to the assumed vesting of outstanding RSUs, convertible notes and warrants.

There were no dilutive potential common stock for the periods ended March 31, 2025 and 2024 because we incurred a net loss and the potential dilutive shares are anti-dilutive.

Total common stock equivalents excluded from dilutive earnings/loss per share are as follows:

March 31, 2025

March 31, 2024

Convertible notes

Total common stock equivalents excluded from dilutive loss per share

Total common stock equivalents excluded from dilutive income/loss per share

NOTE 14 – 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.

Among 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.

On July 3, 2024, the Company entered into the Standby Equity Purchase

Agreement (“ SEPA ”) with YA II PN, LTD., a Cayman Islands exempt limited

partnership (“ Yorkville ”).

Pursuant to the SEPA, the Company shall have the

right, but not the obligation, to sell to Yorkville up to $ 2,500,000.0 of its Common Stock, subject to certain limitations and

conditions set forth in the SEPA, from time to time during the term of the SEPA.

As consideration for Yorkville’s commitment to purchase shares at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA,

on July 3, 2024 the Company agreed to pay YA Global II SPV, LLC, a subsidiary of Yorkville, (i) a structuring fee in the amount of $ 25.0

and (ii) a commitment fee in the form of 200,000 shares of Common Stock (the “ Commitment Shares ”).

The Company also issued to EF Hutton LLC 125,000 shares of Common Stock as consideration for acting as placement agent (the “ Placement

Agent Shares ”).

During the quarter ended September 30, 2024, Yorkville purchased 17,330,365 shares of Common Stock for prices between $ 14.31 and $ 36.13 per share, pursuant to the terms of the SEPA.

Proceeds of these equity sales under the terms of the SEPA were approximately $ 339,463.1 for the nine months ended September 30, 2024.

On August 22, 2024, our Board authorized the repurchase of an aggregate of 128,138 shares of our common stock from certain executive officers at the prevailing market price of $ 22.70

per share, for an aggregate purchase price of $ 2,908.7 .

As consideration for the repurchase, we remitted $ 2,908.7 to the U.S.

Internal Revenue Service and certain state taxing authorities in connection with share-based compensation awards.

Warrant Activity Summary – Issued and Outstanding

The following table summarizes warrant activity:

Weighted Average

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Expired or cancelled

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Outstanding at March 31, 2025

Exercisable at March 31, 2025

NOTE 15 – 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.

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 nine months ended September 30, 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 nine months ended September, 2024.

Vendor Convertible Notes

In March 2024, we issued unsecured convertible notes to certain vendors in exchange for research and development services provided.

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 nine months ended September 30, 2024.

WCT Acquisition

We estimated 57,230 of the 2,600,000 newly-issued shares of our common stock that will be issued to WCT pursuant to achieving operational milestones related to the opening of future data centers, are compensatory in nature due to

project management services WCT is providing related to opening our future data centers outside the scope of our written agreement with them.

The estimated allocation of shares as compensation was based upon the estimated fair value of

services to be provided divided by the closing price of our common stock on August 9, 2024.

Compensation expense related to these shares will be recorded at the fair value of the common stock when the milestones are achieved.

our Annual Meeting of Stockholders on April 30, 2025 (the Annual Meeting), our stockholders approved our amended and restated 2024 Equity Incentive Plan to automatically increase the then available share pool each January 1 commencing 2026

through 2034 by an amount equal to 5 % of the total number of shares of common stock outstanding as of the prior December 31,

The name of the 2024 Plan has been updated to the Trump Media & Technology Group Corp.

2024 Equity Incentive Plan and the applicable governing law has been updated to the laws of the State of Florida.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes stock award activity:

Number of Shares of

Weighted Average

Grant-Date Fair

Outstanding at January 1, 2025

Outstanding at March 31, 2025

The aggregate fair value of awards that vested in the three months ended March 31, 2025 was $ 5,799.3 which represents the market value of our common stock on the date that the RSUs vested.

The grant-date fair value of awards that vested in the three months ended March 31, 2025

was $ 8,101.2 .

The number of RSUs vested includes shares of common stock that we withheld from employees to satisfy the minimum

statutory tax withholding requirements.

As of March 31, 2025, unrecognized compensation expense related to non-vested equity grants was $ 84,051.6 with an expected remaining weighted-average recognition period of approximately 2.01

NOTE 16 - COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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.

facts and circumstances, we currently believe that any liabilities ultimately resulting from ordinary course claims, and proceedings will not individually or in aggregate, have a material adverse effect on our 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.

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.

Consistent with

12 unchanged sentences

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 (C.A.

2024-0184-MTZ).

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 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 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.

Neither Private TMTG nor Digital World was a party to such

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

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

On February 28, 2024, UAV filed a verified complaint against Private TMTG in the Court of Chancery seeking declaratory and injunctive relief relating to the authorization,

issuance, and ownership of stock in Private TMTG and filed a motion for expedited proceedings (C.A.

2024-0184-LWW).

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 9, 2024, the Court of Chancery 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 Court of Chancery entered an order consistent with the foregoing on March 15, 2024, and scheduled a status conference for April 1, 2024.

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.

On April 9, 2024, the Chancery Court granted the motion for leave to file a second amended complaint on April 9, 2024 and re-assigned the case to a new judge.

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.

On April 9, 2024, the Court of Chancery granted the motion for leave to file a second amended complaint and re-assigned the case

to a new judge.

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

On April 22, 2024, all of the Defendants moved to vacate the Court of Chancery’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, on April 30,

2024, the Chancery Court vacated the prior provisions of the March 15 order expediting the matter.

On May 6, 2024, UAV filed its Renewed Motion for Contempt of the March 15, 2024 Order against Private TMTG (“First Contempt Motion”) seeking,

among other things, to enjoin Private TMTG and related parties from prosecuting certain claims in Florida state court.

On May 8, 2024, the Chancery Court stayed discovery and granted a protective order with respect to all discovery served on

Defendants and all other persons from whom discovery was being sought.

Following briefing and oral

argument on the motion to vacate, on April 30, 2024, the Court of Chancery vacated the prior provisions of the March 15 order expediting the matter.

On May 6, 2024, UAV filed its Renewed Motion for Contempt of the March 15, 2024 Order against

Private TMTG (“First Contempt Motion”) seeking, among other things, to enjoin Private TMTG and related parties from prosecuting certain claims in Florida state court.

On May 8, 2024, the Court of

Chancery stayed discovery and granted a protective order with respect to all discovery served on Defendants and all other persons from whom discovery was being sought.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 5, 2024, UAV filed for leave to again amend its complaint.

The Chancery Court granted the motion for leave to amend on July 8, 2024, and UAV filed its Third Amended

Complaint on July 9, 2024.

The Court of Chancery granted the motion for leave to amend on

July 8, 2024, and UAV filed its Third Amended Complaint on July 9, 2024.

The Third Amended Complaint dismissed as defendants three current TMTG directors (W.

Kyle Green, Linda McMahon, and Robert Lighthizer) and added four former Digital World directors (Frank J.

Kyle Green, Linda McMahon, and Robert

Lighthizer) and added four former Digital World directors (Frank J.

Andrews, Patrick F.

2 unchanged sentences

On July 17, 2024, UAV filed a second contempt motion against Private TMTG and TMTG (“ Second Contempt Motion ”) alleging additional violations of the March 15 Order.

On August 27, 2024, the

Chancery Court denied both the First Contempt Motion and the Second Contempt Motion.

August 27, 2024, the Court of Chancery denied both the First Contempt Motion and the Second Contempt Motion.

On July 23, 2024, all of the defendants with the exception of Patrick F.

1 unchanged sentence

On September 17, 2024, Mr.

Orlando moved to dismiss the Third Amended Complaint.

Orlando moved to dismiss the Third

Amended Complaint.

On October 8, 2024, UAV voluntarily dismissed Mr.

Orlando with prejudice.

This matter remains pending.

Lawsuit Against ARC, Patrick Orlando, UAV, Andrew Litinsky, and Wesley Moss in Florida

The remaining defendants’ motions to dismiss are fully

The remaining defendants also filed a motion to dismiss or stay on the basis of temporary Presidential immunity, which has been fully briefed.

The Court has scheduled a hearing to address both motions on May 15, 2025.

Lawsuit against ARC, Patrick Orlando, UAV, Andrew Litinsky,

and Wesley Moss in Florida

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.

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.

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 in the Civil Division for the Twelfth Judicial Circuit

Court in Sarasota County, Florida, on February 27, 2024 (Docket No.

Digital World and Private TMTG initiated a lawsuit against ARC in the

Civil Division for the Twelfth Judicial Circuit Court in Sarasota County, Florida, on February 27, 2024 (Docket No.

2024-CA-001061-NC).

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.

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.

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.

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

Digital World further alleged breach of fiduciary duty of loyalty, breach of fiduciary duty of care, and conversion claims against Mr.

With respect to ARC, Digital World alleged aiding and abetting a breach of fiduciary duty.

On April 3, 2024,

Defendants ARC and Mr.

Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action.

April 3, 2024, Defendants ARC and Mr.

Orlando filed a joint motion to dismiss the amended complaint or, in the alternative, to stay the proceeding pending the Delaware Action (C.A.

2024-0184-LWW).

Defendants ARC and Mr.

Orlando also filed that same day a motion to stay discovery

in the action.

On May 29, 2024, Digital World moved to compel discovery from ARC and Mr.

On July 15, 2024, following a July 10 hearing, the Court entered an order denying the motion to stay discovery and motion to compel.

ARC and Orlando have appealed that order.

On July 29, 2024, the Court entered an order denying the motion to dismiss or, in the alternative, to stay the proceeding.

Orlando also filed

that same day a motion to stay discovery in the action.

On May 29, 2024, Digital

World moved to compel discovery from ARC and Mr.

On July 15, 2024, following a July 10 hearing, the

Court entered an order denying the motion to stay discovery and motion to compel.

On July 29, 2024, the Court entered an order denying the motion to

dismiss or, in the alternative, to stay the proceeding for improper venue.

Defendants ARC and Orlando appealed that order, which the Court dismissed on April 30, 2025.

On August 2, 2024, Defendants ARC and Mr.

Orlando filed a motion to stay

pending appeal.

On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add allegations against ARC and Orlando related to pre-targeting and other misconduct as set forth

in the SEC Complaint against Orlando, and naming UAV, Andrew Litinsky and Wesley Moss as additional defendants.

On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction seeking to enjoin the threatened sale of

Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint.

On August 28, 2024, Digital World and Private TMTG filed a renewed motion to compel,

seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr.

On August 30, 2024, the Court held a hearing to address several motions.

During the hearing, the Court granted Digital World and Private

TMTG’s motion for leave to amend and denied their motion for temporary injunction.

The Court also denied the motion to stay pending appeal filed by Defendants ARC and Mr.

On September 4, 2024, Digital World and Private TMTG filed an

expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the lock-up restriction.

September 5, 2024, Defendants ARC and Mr.

Orlando filed a motion to stay pending appeal in the Second District Court of Appeal (C.A.

Orlando filed a motion to stay pending appeal in the trial court.

On July 31, 2024, Digital World and Private TMTG filed a motion for leave to file a second amended complaint, which proposed to add

allegations against ARC and Orlando related to pre-targeting and other misconduct as set forth in the SEC Complaint against Orlando, and naming UAV, Andrew Litinsky, and Wesley Moss as additional defendants.

On August 15, 2024, Digital World and Private TMTG filed a motion for temporary injunction seeking to enjoin the threatened sale of Digital World stock by Defendant ARC and one of the new defendants proposed to be added through the motion for leave to file a second amended complaint.

On August 28, 2024, Digital World and Private TMTG filed a renewed motion to compel, seeking prior productions to the SEC and DOJ and other documents from Defendants ARC and Mr.

On August 30, 2024, the trial court held a hearing to address several motions.

During the hearing, the Court granted Digital World and Private TMTG’s motion for leave to amend and denied their

motion for temporary injunction.

The trial court also denied the motion to stay pending appeal filed by Defendants ARC and Mr.

On September 3, 2024, Digital World and Private TMTG filed the Second Amended Complaint.

On September 4, 2024, Digital World

and Private TMTG filed an expedited motion to compel, seeking production of ARC’s capitalization table, supporting documents, and an order requiring ARC to cooperate with Digital World and Private TMTG in advance of the expiration of the

lock-up restriction.

On September 5, 2024, Defendants ARC and Mr.

Orlando filed a motion to stay pending appeal in the Second District Court of Appeal, which the Second District denied on October 18, 2024 (C.A.

2 D 2024 - 1780) .

On September 12, 2024, the Court granted in part and denied in part the expedited motion to

compel, ordering production of the capitalization table and supporting documents by September 13, 2024, at 12 p.m.

On September 12, 2024, the

Court granted in part and denied in part the expedited motion to compel, ordering production of the capitalization table and supporting documents by September 13, 2024, at 12 p.m.

On that same day, Defendants ARC and Mr.

1 unchanged sentence

24 -cv- 02161) .

On September 13, 2024, Digital World and Private TMTG filed an emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024.

On September 18, 2024, Digital

World and Private TMTG filed an emergency motion for temporary injunction and contempt against ARC and Mr.

On September 13, 2024, Digital World and Private TMTG filed an

emergency motion to remand to state court in the Middle District of Florida, which the Middle District granted on September 17, 2024.

On September 18, 2024, Digital World and Private TMTG filed an emergency motion for temporary injunction and contempt against ARC and Mr.

Orlando in the state court action.

On that same day, the Court held a hearing during which it granted Digital World and Private TMTG’s

motion for contempt, imposed a coercive sanction against ARC and Mr.

Orlando of $ 5,000 per day until they complied with the court’s

September 12 discovery order, and denied their motion for temporary injunction.

Defendants ARC and Orlando have appealed that order (C.A.

same day, the Court held a hearing during which it granted Digital World and Private TMTG’s motion for contempt, imposed a coercive sanction against ARC and Mr.

Orlando of $ 5,000 per day until they complied with the Court’s September 12 discovery order, and denied their motion

for temporary injunction.

Defendants ARC and Orlando have filed an appeal of that order, which is scheduled for oral argument on June 4, 2025.

2 D 2024 - 2364) .

On October 1, 2024, Digital World and Private TMTG filed a motion for an order to show

cause why ARC and Mr.

Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the Court’s September 18 contempt order.

On October 18, 2024, the Second District Court of Appeal denied

Orlando’s motion to stay pending appeal.

At a June 17, 2024, status hearing, the court agreed to schedule a trial for August 2025.

On September 20, 2024, ARC filed its answer, defenses, and affirmative defenses to the Second Amended

On September 26, 2024, Defendants ARC and Orlando filed a motion to compel.

On October 1, 2024, Digital World and Private TMTG filed a motion for an order to show cause why ARC and Mr.

Orlando should not be held in further contempt and subject to increased sanctions for their failure to comply with the

Court’s September 18 contempt order.

On October 3, 2024, Mr.

Orlando filed an amended motion to dismiss the Second Amended Complaint or, alternatively, to stay the action.

On October 15, 2024, ARC filed an amended answer, defenses, and

affirmative defenses to the Second Amended Complaint, counterclaim, and third -party complaint, naming 9

additional defendants:

Luis Orleans-Braganza, Lee Jacobson, Bruce J.

Garelick, Justin Shaner, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith.

On October 21, 2024, UAV, Wesley Moss, and Andrew Litinsky jointly filed 3 motions:

a motion to dismiss the Second Amended Complaint for

failure to state a cause of action, motion to stay pending resolution of the Delaware Action, and motion to dismiss for improper venue.

On November 1, 2024, Digital World and Private TMTG filed a supplemental brief in support of the October motion for order to show cause and a fee petition to recover attorneys’ fees pursuant to the September 18

contempt order.

On November 18, 2024, the Court granted in part the October motion for order to show cause, ordering, inter alia , the appointment of a third -party vendor to re-collect all devices and files from ARC and Orlando and run search terms and a

sanction against ARC and Orlando of $ 5,000 per day from September 18 to November 8, 2024.

Defendants ARC and Orlando have filed a motion for leave to amend their petition to appeal the

September 18 order to include an appeal of the November 18 order, which the Court denied on February 5, 2025 (C.A.

2 D 2024 - 2364) .

On November 21, 2024, Third -Party Defendant Shaner filed a motion to dismiss ARC’s third -party complaint, which the Court denied on December 13, 2024.

On December 6, 2024, the Court granted in part the September 26 motion to compel filed by Defendants ARC and Orlando.

On December 16, 2024, Digital World and Private TMTG filed a fee

petition to recover attorneys’ fees pursuant to the November 18 contempt order.

On December 27, 2024,

Defendants ARC and Orlando filed a motion for order to show cause for failure to comply with the December 6 order.

On January 3, 2025, Digital World and Private TMTG and Third -Party Defendants Swider, Preble, Andrews, and Smith jointly filed a motion to dismiss ARC’s counterclaims and third -party complaint.

On January 8, 2025, Third -Party Defendant Garelick filed a

motion to dismiss ARC’s counterclaims and third -party complaint.

On January 10, 2025, Defendants ARC and

Orlando filed a motion to compel production of documents, which the Court denied for failure to confer on January 22, 2025.

On January 10, 2025, Third -Party Defendant Veloso filed a motion to dismiss ARC’s counterclaims and third -party complaint.

On January 17, 2025, Defendants ARC and Orlando filed a motion to strike, which the Court denied for failure to confer on

January 22, 2025.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On January 22, 2025, the Court held a hearing during which it heard the motion to stay pending resolution of the Delaware Action – taking the motion

under advisement and scheduled an omnibus hearing to hear outstanding motions on March 7, 2025.

At the January 22, 2025 hearing, the Court entered a temporary administrative stay of discovery as to Defendants Litinsky, Moss, and UAV pending its resolution of their motion to stay.

On January 23, 2025, Defendants ARC and Orlando filed a motion to compel production of documents and a motion to strike.

On that same day, Third -Party Defendant Jacobson filed a motion to dismiss ARC’s counterclaims and third -party complaint.

On February 10, 2025, Mr.

Orlando and ARC filed an appeal of the Court’s November 18 order, which the Second District denied on April 24, 2025 (2 D 2025 - 0314) .

On February 19, 2025, the Court denied the October 3 motion to stay filed by Mr.

Orlando and the October 21 motion to stay filed by UAV, Wesley Moss, and Andrew Litinsky, finding that this action and the Delaware Action (2024 - 0184 -LWW)

do not “involve substantially similar issues.” On February 21, 2025, Mr.

Orlando and ARC filed a motion to compel, which the Court granted in part during

an April 28, 2025 hearing.

On March 7, 2025, the Court held an

omnibus hearing to address outstanding motions.

Following the March 7 hearing, the Court entered several orders.

It denied the motions to dismiss for improper venue filed by Mr.

Orlando on October 3 and UAV, Moss, and Litinsky on October 21.

The Court also denied the motions to dismiss for failure to state a claim filed by Mr.

Orlando on October 3 and UAV, Moss, and Litinsky on October 21.

The Court granted the

motions to dismiss the third-party complaint filed on behalf of Lee Jacobson, Bruce J.

Garelick, Eric Swider, Rodrigo Veloso, Ed Preble, Frank Andrews, and Jeffrey Smith but provided leave to amend.

The Court granted in part the January

23 motion to compel filed by Mr.

Orlando and ARC.

The Court also granted in part the motion to dismiss ARC’s counterclaims, dismissing Count V of the counterclaims.

On March 21, 2025, UAV, Wesley Moss, and Andrew Litinsky appealed Court’s February 19, 2025 order denying a stay.

On April 2, 2025, Justin Shaner filed a motion for protective order against ARC’s first set of requests

for production.

Orlando filed his Answer, Affirmative Defenses, and Additional Defenses and his Third -Party Complaint, naming Eric Swider, Justin Shaner, Rodrigo Veloso, Lee Jacobson, Bruce J.

and Luis Orleans-Braganza.

On that same day, UAV, Moss, and Litinsky filed their Answer and Affirmative Defenses, Counterclaims, and Third -Party Complaint, naming President Donald J.

Trump, Donald

Trump Jr., Devin Nunes, Kashyap “Kash” Patel, and Daniel Scavino Jr.

Also on April 7, 2025, ARC filed its Amended Answer, Defenses, and Affirmative

Defenses and its Amended Counterclaims and Amended Third -Party Complaint.

The next day, ARC filed a motion seeking leave to file a Second Amended Answer,

Defenses, and Affirmative Defenses.

On April 11, 2025, Mr.

Orlando and ARC filed a motion to determine confidentiality of court records.

On April 17, 2025, ARC filed a motion to compel TMTG Sub Inc.

and Trump Media & Technology Group Corp.

to revise their responses to ARC’s first

set of interrogatories.

On April 21, 2025, Trump Media & Technology Group Corp.;

TMTG Sub Inc.;

and Third -Party Defendants

Eric Swider, Justin Shaner, Rodrigo Veloso, Bruce J.

Garelick, and Lee Jacobson filed a motion to stay discovery and for protective order pertaining to ARC’s and Mr.

Orlando’s Third -Party

Complaint pending resolution of their motions to dismiss ARC’s Third -Party Complaint.

On April 24, 2025, Mr.

Orlando filed his Amended Answer, Affirmative Defenses, and Additional Defenses.

On April 28, 2025, Trump Media & Technology Group Corp., TMTG Sub Inc., and Third -Party Defendant Eric Swider filed a motion to dismiss ARC’s Counterclaims and ARC’s and Orlando’s

Third -Party Complaint, and Third -Party Defendants Rodrigo Veloso and Bruce Garelick joined the motion.

On that same day, Trump Media & Technology

and TMTG Sub Inc.

filed their motion to dismiss UAV’s, Andrew Litinsky’s, and Wesley Moss’s Counterclaims.

Also on April 28, 2025, Third -Party Defendant Lee Jacobson filed a motion to dismiss ARC’s and Orlando’s Amended Third -Party Complaints.

The following day, Third -Party Defendant Justin Shaner filed a motion to dismiss ARC’s Amended Third -Party Complaint.

A three-week jury trial has been scheduled to begin on March 23, 2026.

Litigation with ARC in Delaware

5 unchanged sentences

ARC claimed a conversion ratio of 1.81 :1 and sought 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.

TMTG vigorously defended Digital World’s calculation of the conversion ratio and related rights.

addition to its complaint, 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.

2024, the Chancery Court denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024.

Consequently, the Chancery Court also denied ARC’s request to postpone the Business Combination 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 Chancery 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

breach of the 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.

TMTG defended Digital World’s calculation of the conversion ratio and related rights.

In addition to its complaint,

ARC also filed a motion with the Court of Chancery requesting that the case schedule be expedited to enable the Court of Chancery to conduct an injunction hearing prior to the March 22, 2024, shareholder vote.

On March 5, 2024, the Court of

Chancery denied ARC’s motion, stating that it would not conduct a merits or injunction hearing before March 22, 2024.

Consequently, the Court of Chancery also denied ARC’s request to postpone the Business Combination vote until after a merits

The Court of Chancery 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

The Court of Chancery 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.

As a result, on March 21, 2024, Digital World entered into two escrow agreements with Odyssey, as

(i) an escrow agreement for the benefit of ARC (the “ARC Escrow Agreement”), pursuant to which DWAC deposited into escrow 3,579,480

shares of TMTG shares of common stock (“Common Stock”), and (ii) an escrow agreement for the benefit of the Non-ARC Class B Shareholders (the “Non-ARC Class B Shareholders Escrow Agreement,” and together with the ARC Escrow Agreement, the

“Disputed Shares Escrow Agreements”), pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which

amounts represent 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 .

16, 2024, the Chancery Court issued its order in this matter setting the conversion ratio at 1.4911 :1.

The Chancery Court ruled

against ARC on a substantial majority of its claims, reducing ARC’s proposed calculation of the conversion ratio of 1.81 :1 by

approximately 70 % and holding that the former board members of Digital World did not breach any fiduciary duties in setting the

conversion ratio calculation or in their public disclosures of the same.

As a result of the Chancery Court’s order, a portion of the disputed conversion Common Stock held in escrow were released to ARC.

The release of Common Stock is

subject to the terms and conditions of the ARC Escrow Agreement with the Escrow Agent and TMTG.

Accordingly, 785,825 shares of

TMTG Common Stock, which represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were released from escrow (the “Court Ratio”).

Both parties still retain the option to file an appeal within 30 days after the Chancery Court’s final order.

In connection with the Chancery Court’s final order, 238,692 Common Shares deposited in the Non-ARC Class B Shareholders Escrow Agreement, representing the Court Ratio, were released to the applicable holders, subject to

the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended.

On October 23, 2024, ARC filed a motion for a $ 1,000.0 fee award.

As a result, on March

21, 2024, Digital World entered into two escrow agreements with Odyssey, as follows:

(i) an escrow agreement for the benefit of

ARC (the “ARC Escrow Agreement”) , pursuant to which DWAC deposited into escrow 3,579,480

together with the ARC Escrow Agreement, the “Disputed Shares Escrow Agreements”) , pursuant to which TMTG deposited into escrow 1,087,553 shares of TMTG Common Stock, which amounts represent 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 :1.

On September 16, 2024, the Court of Chancery issued its order in this matter setting the conversion ratio at 1.4911 :1.

The Court of Chancery ruled against ARC on a substantial majority of its

claims, reducing ARC’s proposed calculation of the conversion ratio of 1.81 :1 by approximately 70 % and holding that the former board members of Digital World did not breach any fiduciary duties in setting the conversion ratio calculation

or in their public disclosures of the same.

As a result of the Court of Chancery’s order, a portion of the disputed shares of Common Stock held in escrow were released to ARC.

The release of Common Stock is subject to the terms and

conditions of the ARC Escrow Agreement with the Escrow Agent and TMTG.

Accordingly, 785,825 shares of TMTG Common Stock, which

represents the Court’s calculation for the difference between a ratio of 1.348 :1 and 1.4911 :1, were released from escrow (the “Court Ratio”).

Both parties still retain the option to file an appeal within 30 days after the Court of Chancery’s final order.

In connection with the Court of Chancery’s final order, 238,692 Common Shares deposited in the Non-ARC Class B Shareholders Escrow Agreement, representing the Court Ratio, were released to the

applicable holders, subject to the terms and conditions of the Non-ARC Class B Shareholders Escrow Agreement and the Securities Act of 1933, as amended.

On October 23, 2024, ARC filed a motion for a $ 1,000,000 fee award , which has since been fully briefed and will be decided by the Court without oral argument.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Lawsuit against UAV,

Litinsky, 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 (Docket 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.

On March 24, 2024,

Private TMTG filed a lawsuit in the Circuit Court of the Twelfth Judicial Circuit for Sarasota County, Florida (Docket 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.

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

Litinsky and Mr.

1 unchanged sentence

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.

Orlando based on the same events, and (c) breach of the fiduciary duty of care against

Litinsky and Mr.

1 unchanged sentence

On April 25, 2024, Private TMTG filed a motion to consolidate this lawsuit with Docket No.

2024-CA-001061-NC (described above) for

purposes of discovery and pretrial proceedings, which was denied without prejudice on August 2, 2024.

2024-CA-001061-NC (described above) for purposes of discovery and

pretrial proceedings, which was denied without prejudice on August 2, 2024.

On June 27, 2024, the court granted Mr.

Litinsky, and UAV’s motion to stay proceedings pending resolution of the Delaware

litigation involving UAV.

The court also denied Private TMTG’s motion for an anti-suit injunction.

Litinsky, and UAV’s motion to stay proceedings pending resolution of the Delaware Action involving UAV.

court also denied Private TMTG’s motion for an anti-suit injunction.

On July 3, 2024, Mr.

Orlando filed a motion to dismiss.

On July 17, 2024, Private TMTG sought review of the court’s order granting UAV’s

motion to stay in Florida’s Second District Court of Appeal by filing a petition for a writ of certiorari with that court (Case No.

On July 17, 2024, Private TMTG sought review of the court’s order granting UAV’s motion to stay in Florida’s Second District Court of Appeal by filing a petition for a writ of certiorari with

that court (Case No.

2D2024-1642).

The court subsequently denied UAV’s motion to enforce the stay and Private TMTG’s motion to

stay the stay pending certiorari review on September 2, 2024, and September 23, 2024, respectively.

The court subsequently denied UAV’s motion to enforce the stay and Private TMTG’s motion to stay the stay pending certiorari review on September 2, 2024, and September 23, 2024, respectively .

On December 11, 2024, the Second

District Court of Appeal heard argument on Private TMTG’s appeal of the trial court’s order granting UAV’s motion to stay, which the Second District denied on February 14, 2025.

Litigation with 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”) (C.A.

2024-0264-LWW).

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

Plaintiff Patrick Orlando brought a lawsuit against Digital World in the Court of Chancery 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”) (C.A.

2024-0264-CDW).

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.

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.

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.

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.

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.

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.

On April 3, 2024, the Court of Chancery 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 October 28, 2024, TMTG had paid or agreed to pay more than $ 1.9 M to Mr.

Orlando’s attorneys pursuant to such Stipulation and TMTG’s other advancement obligations to 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 5, 2025, TMTG had paid or agreed to

pay approximately $ 6.0 million to Mr.

Orlando’s attorneys pursuant to such Stipulation and TMTG’s other advancement obligations to

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 had incurred and would 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 (the “ARC Removal Action”).

Orlando also sought reimbursement for the legal fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment

interest on the amounts he claimed were owed to him.

On August 1, 2024, plaintiffs in the ARC Removal Action dismissed their complaint without prejudice.

Orlando filed a motion for leave to supplement the Advancement Lawsuit to add a claim for advancement of legal fees and expenses Mr.

Orlando had incurred and would 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 ( the “ARC Removal Action”).

Orlando also sought reimbursement for the legal

fees and expenses incurred in connection with his supplement to the Advancement Lawsuit, and he sought pre-judgment and post-judgment interest on the amounts he claimed were owed to him.

On August 1, 2024, plaintiffs in the ARC Removal Action

dismissed their complaint without prejudice.

On August 8, 2024, Mr.

Orlando dismissed his supplemental claims in the Advancement

Lawsuit without prejudice.

The Advancement Lawsuit remains open on the Chancery Court’s docket.

Orlando dismissed his supplemental claims in the Advancement Lawsuit without prejudice.

On February 10, 2025, Mr.

Orlando filed a motion to modify the advancement order, seeking to modify the advancement order to allow him to not submit invoices for experts.

On March 12, 2025, the Court denied the motion in part, stating that “TMTG is entitled to have some concrete information allowing it to assess whether Orlando’s expenses are reasonable and related to DWAC/TMTG before making a

payment” and ordering Mr.

Orlando to “provide TMTG with invoices with sufficient unredacted information that allows it to make that assessment.”

On March 31, 2025, Mr.

Orlando filed a motion seeking advancement of certain disputed fees, which has been fully briefed.

On April 8, 2025, Mr.

Orlando filed a motion for sanctions, which he subsequently withdrew.

This matter remains open on the Court’s docket.

Litigation with Orlando and Benessere in Miami, Florida

On April 2, 2024,

Patrick Orlando and Benessere Investment Group, LLC (“Benessere”) filed suit against TMTG in the Circuit Court of the Eleventh Judicial District in Miami-Dade County Florida (Docket No.

On April 2, 2024, Patrick Orlando and Benessere Investment Group, LLC (“Benessere”) filed suit against TMTG in the Circuit Court of the

Eleventh Judicial District in Miami-Dade County Florida (Docket No.

2024-005894-CA-01).

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 August 22, 2024, the motion for preliminary injunction had not been set for

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 3, 2024, Orlando and Benessere filed a motion for preliminary injunction for

enforcement of the joint defense agreement.

As of May 5, 2025, the motion for preliminary injunction had not been set for hearing .

On Februrary 3, 2025, Orlando and Benessere filed an Amended Complaint.

This matter has

been scheduled a three-day trial beginning September 3, 2025.

Litigation with

Odyssey Transfer & Trust Company in Delaware

On June 20, 2024, TMTG’s transfer agent, Odyssey filed an interpleader action in the U.S.

June 20, 2024, TMTG’s transfer agent, Odyssey filed an interpleader action in the U.S.

District Court of the District of Delaware (C.A.

24-CV-00729).

The complaint pertains to the ongoing

dispute regarding share ownership between Michael Melkersen and ARC and includes TMTG as a nominal defendant.

Odyssey is seeking an order from the Court discharging Odyssey of further liability and requiring ARC and TMTG to resolve their

competing claims as to 716,140 Class A shares of TMTG and 25,000 TMTG warrants.

The complaint pertains to the ongoing dispute regarding share ownership between

Michael Melkersen and ARC and includes TMTG as a nominal defendant.

Odyssey is seeking an order from the Court discharging Odyssey of further liability and requiring ARC and TMTG to resolve their competing claims as to 716,140 Class A shares of TMTG and 25,000

TMTG warrants.

On July 17, 2024, Odyssey filed a motion to dismiss for discharge and dismissal.

On July 18, 2024, ARC filed a motion to dismiss for improper venue.

On July 22, 2024, TMTG filed a motion for discharge and dismissal.

On August 13, 2024, TMTG

filed its answer and crossclaims against Mr.

13, 2024, TMTG filed its answer and crossclaims against Mr.

Melkersen and ARC.

On August 21, 2024, ARC filed a motion to dismiss for lack of subject matter jurisdiction.

On August 21, 2024, ARC filed a motion to dismiss for l ack of subject matter jurisdiction.

On September 3, 2024, ARC filed a motion to dismiss TMTG’s crossclaims on the grounds of forum non conveniens.

On October 14, 2024, Mr.

Melkersen filed his answer to the complaint for interpleader.

This matter remains pending.

Litigation with

RejuveTotal LLC in New York

On October 21, 2024, RejuveTotal LLC (“Rejuve”) filed suit against TMTG and its Chief Financial Officer in the Supreme Court of the State of New York, New York County (Index No.

RejuveTotal in New York

October 21, 2024, RejuveTotal LLC (“Rejuve”) filed suit against TMTG and its Chief Financial Officer in the Supreme Court of the State of New York, New York County (Index No.

655551/2024).

The complaint alleged breach of contract, and sought equitable relief as well as indemnification and reimbursement of costs and expenses, in connection with Rejuve’s role as Purchaser Representative under the Merger Agreement.

October 29, 2024, defendants in this matter had not yet been served.

complaint alleged breach of contract, and sought equitable relief as well as indemnification and reimbursement of costs and expenses, in connection with Rejuve’s role as Purchaser Representative under the Merger Agreement.

18, 2025, Rejuve discontinued this action without prejudice.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On December 23, 2024, TMTG filed suit against Rejuve in the Supreme Court of the State of New York, New York County (Index No.

659834 / 2024) .

In the complaint, TMTG seeks declaratory and injunctive relief against Rejuve arising out of Rejuve’s alleged conduct as Purchaser Representative under an Agreement and

Plan of Merger dated as of October 20, 2021.

On January 13, 2025,

TMTG filed an application, by way of a proposed order to show cause, for a preliminary injunction prohibiting Rejuve from taking any further action in its alleged capacity as Purchaser Representative under the Merger Agreement.

January 23, 2025, the Court approved a stipulation to stay the action pending resolution of the arbitration before the American Arbitration Association

seeking to recover its fees and expenses from TMTG that Rejuve allegedly incurred as Purchaser Representative, and to enjoin Rejuve from acting as Purchaser Representative except with respect to its participation in the arbitration.

The arbitration occurred on April 29, 2025 .

NOTE 17 – SEGMENT INFORMATION

We report our operating results through one

reportable segment:

social media and streaming.

Our Chief Operating Decision Maker (CODM), as of March 31, 2025, was our Chief Executive Officer.

Our CODM evaluates the performance of and

allocates resources to our segment based on our consolidated net loss and earnings before interest, taxes, depreciation and amortization (Segment EBITDA).

Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding

depreciation and amortization, interest income or expense (net), provision or benefit for income taxes, change in fair value of derivative liabilities, loss on extinguishment of debt and stock-based compensation expense.

We believe Segment EBITDA

serves as a measure that assists our CODM and our investors in comparing our segment performance on a consistent basis.

To date, we have generated limited advertising revenue through Truth Social and no advertising revenue through our newly launched streaming

operations, Truth+.

We expect to incur significant expenses and operating losses for the foreseeable future as we build and grow our streaming and infrastructure operations.

As of March 31, 2025, we have not yet allocated resources, incurred

expenses or generated revenue from Truth.Fi.

Our CODM does not use assets by segment to evaluate performance or allocate resources;

therefore, we do not provide disclosure of assets by segment.

Review of cash forecast models is used to assess the entity-wide result and performance, and inform investment decisions by our CODM.

and Segment EBITDA are used to monitor budgeted versus actual results.

Additionally, review of budgeted versus actual results is used in assessing performance of the segment.

The following table presents our segment information for the periods indicated and, because we currently only have one segment, net loss is identical to the information presented in the “Consolidated Statement of Operations” above:

(in thousands)

Three months ended March 31,

Interest (income)/expense, net

Depreciation and amortization

Stock-based compensation

Change in fair value of derivative liabilities

Loss on extinguishment of debt

Segment EBITDA

NOTE 18 - SUBSEQUENT EVENTS

On each of October 1, October 7, October 14, and October 29, 2024, TMTG issued contingent

consideration to WCT upon the achievement of operational milestones related to the opening of data centers, in accordance with the terms of the Asset Acquisition Agreement.

On October 3, 2024, the Company and its former Chief Operating Officer (“Former COO”) entered into a separation and release of claims agreement (the “Separation Agreement”) following the Former COO’s

resignation effective September 28, 2024 (“Separation Date”).

Pursuant to the Separation Agreement, the Former COO is entitled to certain payments over fourteen months following the Separation Date, subject to his compliance with the terms of the Separation

On April 15, 2025, the Company announced the launch of Separately Managed Accounts in

partnership with Yorkville America Equities and Index Technologies Group.

On April 22, 2025, the Company announced an agreement to partner with Crypto.com and Yorkville America Digital to launch a series of

exchange-traded funds and exchange-traded products.

On April 30, 2025, the Company reincorporated from Delaware to Florida after receiving shareholder approval to do so .

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-Q

Item 1. Financial Statements