What changed in this filing

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Item 4. Controls and Procedures

2025-05-09 compared with 2024-11-05 · 23 added, 32 removed, 6 unchanged (90% of the section changed)

Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is accumulated and communicated to management, upon the Closing, TMTG’s Chief Executive Officer and Chief Financial Officer (the “ Certifying Officers ”), to

allow timely decisions regarding required disclosure.

Under the supervision and with the participation of TMTG’s management, including its Certifying Officers, TMTG carried out an evaluation of the effectiveness of the design and operation of its disclosure controls

and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In connection with the preparation of our consolidated financial statements as of and for the years ended December 31, 2023 and 2022, TMTG’s management identified

a material weakness in its internal control over financial reporting.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a

material misstatement of an entity’s financial statements will not be prevented or detected on a timely basis.

TMTG’s management determined that the material weakness primarily related to its failure to design and maintain formal accounting

policies, processes, and controls to analyze, account for and properly disclose income recordation as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

TMTG is committed to

remediating the material weaknesses described above and continuing remediation efforts during 2024.

We have implemented several remediation measures including, but not limited to hiring additional accounting staff with the requisite background

and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant and complex transactions as well as adding personnel to assist with formalizing our business processes,

accounting policies and internal control documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control - Integrated

Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission.

While our efforts are ongoing, we plan to continue to take additional steps to remediate the material weaknesses, improve our financial reporting

systems, and implement new policies, procedures, and controls;

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, TMTG’s Chief Executive Officer, and Chief Financial Officer (the “Certifying Officers”), to allow timely decisions regarding required

Under the supervision and with the participation of TMTG’s management, including its Certifying Officers, TMTG carried out an evaluation of the effectiveness of the design and operation of its

disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report.

Based on this evaluation as of March 31, 2025, the Certifying Officers concluded

that our disclosure controls and procedures were not effective as of that date, due to the material weakness in our internal controls over financial reporting, including our failure to design and maintain formal accounting policies, processes, and

controls to analyze, and account for complex transactions as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of an

entity’s financial statements will not be prevented or detected on a timely basis.

TMTG’s management determined that the material weakness primarily related to its failure to design and maintain formal accounting policies, processes, and controls

to analyze, account for and properly disclose income recordation as well as a need for additional accounting personnel who have the requisite experience in SEC reporting regulation.

TMTG is committed to remediating the material weaknesses described

above and continuing remediation efforts during 2025.

We have implemented several remediation measures including, but not limited to hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in

complying with the accounting and financial reporting requirements related to significant and complex transactions as well as adding personnel to assist with formalizing our business processes, accounting policies and internal control

documentation, strengthening supervisory reviews by our management, and evaluating the effectiveness of our internal controls in accordance with the framework established by Internal Control - Integrated Framework (2013) published by the Committee

of Sponsoring Organizations of the Treadway Commission.

While our efforts are ongoing, we plan to continue to take additional steps to remediate the material weaknesses, improve our financial reporting systems, and implement new policies,

procedures, and controls;

however, we cannot guarantee those measures will prevent or detect material weaknesses in the future.

Although we intend to continue with our remediation efforts mentioned above, and we have designed and documented formal internal controls over financial reporting, all identified material weaknesses continue to

exist as of the date of this Quarterly Report and we cannot provide any assurance that we, or our independent registered public accounting firm, will not identify new material weaknesses in our internal controls over financial reporting in the

While we are undertaking efforts to remediate these material weaknesses, the material weaknesses will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for a sufficient

period of time, and we have concluded through testing, that the newly implemented and enhanced controls are designed and operating effectively.

We are working to remediate the material weaknesses as efficiently and effectively as possible but

expect that full remediation could potentially go beyond December 31, 2024.

At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan;

however, these remediation measures

will be time consuming, incur significant costs, and place significant demands on our financial and operational resources.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

2 unchanged sentences

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 4. Controls and Procedures