What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-09 · 599 added, 595 removed, 343 unchanged (78% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Balance Sheets as of June 30, 2025 and December 31, 2024 and Statements of Operations, Stockholders’ (Deficit)/Equity and Cash Flows for the three and six months ending June 30, 2025

and June 30, 2024

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

7 unchanged sentences

(in thousands, except share and per share data)

March 31, 2025

June 30, 2025

(Unaudited) (1)

December 31, 2024

1 unchanged sentence

Cash and cash equivalents

Restricted cash

Short-term investments

Trading securities

Prepaid expenses and other current assets

12 unchanged sentences

Total current liabilities

Convertible notes

Long-term operating lease liability

Long-term debt - other

Deferred tax liability

Total liabilities

1 unchanged sentence

Stockholders’ Equity:

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

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

Preferred Stock $ 0.0001 par value – 1,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common Stock $ 0.0001 par value – 999,000,000 shares authorized, 277,310,193 and 220,657,014 shares issued and outstanding at June 30, 2025 and December 31, 2024

Paid in capital

4 unchanged sentences

Total stockholders’ equity

Total liabilities and stockholders’ equity

Noncontrolling interest

Total liabilities and equity

(1) Under certain provisions of Accounting Standards Codification (“ASC”) 810, Consolidations, (“ASC 810”) we are required to separately disclose on our condensed consolidated balance sheets the assets of the consolidated variable interest entity (“VIE”) that are owned by the consolidated VIE and liabilities of the consolidated VIE as to which there is no recourse against us.

As of June 30, 2025, the total assets include $ 2,303.8 related to the consolidated VIE of which $ 2,303.8 is included in cash and cash equivalents.

Total liabilities included related to the consolidated VIE were $ 0.0 .

As of December 31, 2024, we did not have a variable interest in the VIE, as a result no assets and liabilities of the VIE are included in our condensed consolidated balance sheet.

There is no recourse against us for the liabilities of the consolidated VIE.

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

12 unchanged sentences

Interest expense

Investment income

Change in fair value of derivative liabilities

2 unchanged sentences

Income tax expense

Less net loss attributable to noncontrolling interest

Net loss available to common stockholders

Loss per share attributable to common stockholders:

5 unchanged sentences

* 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 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’ Equity /(Deficit)

(in thousands, except share data)

Number of Shares

Treasury Stock

Number of Shares

Condensed Consolidated Statements of Stockholders’ (Deficit)/Equity

(in thousands, except share

Treasury Stock

Paid in Capital

Accumulated Deficit

Stockholders’

Equity/(Deficit)

Noncontrolling

Balance as of December 31, 2023

Fair value of earnout shares

Fair value of TMTG 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 into common stock

Balance as of June 30, 2024

( 2,888,288.6

Balance as of December 31, 2024

6 unchanged sentences

( 2,976,912.3

Exercise of warrants

Stock based compensation

Common stock issued in PIPE

Vesting of restricted stock units

Non-controlling interest contribution

Balance as of June 30, 2025

( 2,996,894.6

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in thousands)

6 unchanged sentences

Stock based compensation

Net unrealized gains on investments

Operating lease amortization

Deferred taxes

Change in operating assets and liabilities

8 unchanged sentences

Purchases of short-term investments

Purchases of trading securities

Sale of trading securities

Net cash used in investing activities

Cash flows provided by financing activities

Proceeds of convertible promissory notes

Proceeds of convertible notes

Proceeds from merger

Proceeds from PIPE

Payments of debt and equity offering costs

Repurchase of common stock

Proceeds from the exercise of warrants, net

Net cash (used in) provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

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

Contribution for non-controlling interest

Net cash provided by financing activities

Net change in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

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

Reconciliation of cash, 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

Total cash, 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

Debt and equity offering costs

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)

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

NOTE 1 - DESCRIPTION OF BUSINESS

The accompanying unaudited condensed consolidated financial

statements include the historical accounts of TMTG Sub Inc.

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.

(“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.

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 mission of TMTG is to end Big Tech’s assault on free speech by opening up the Internet and giving people

their voices back.

TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations, as well as Truth+, a streaming platform focusing on family friendly

live TV channels and on-demand content.

TMTG is also launchingTruth.Fi, a financial services and FinTech brand incorporating America First investment vehicles, and a digital asset strategy--including a Bitcoin treasury--to help ensure the Company’s

financial freedom and protect against discrimination by financial institutions.

On March 25, 2024, TMTG consummated the transactions contemplated by the Merger Agreement 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.

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, upon the Closing, DWAC Merger Sub merged with and into TMTG, with TMTG surviving as a wholly owned subsidiary of Digital World.

TMTG’s stockholders received 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.

This was, 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.

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

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

3 unchanged sentences

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;

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;

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 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 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.

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

In connection with the consummation of the Business Combination, Digital World was renamed “Trump Media & Technology Group Corp.” and our wholly owned subsidiary 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 Combination.

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.

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.

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 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”).

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

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.

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 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 period.

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, 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)

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 and trading securities, the fair value of our option liabilities, useful lives of

intangibles and depreciable assets, and stock-based compensation.

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.

All intercompany transactions have been eliminated.

The condensed consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and a VIE in which we are deemed the primary beneficiary, have been

prepared in accordance with U.S.

All intercompany transactions and balances have been eliminated.

Variable Interest Entity

GAAP requires the assessment of whether an entity is a VIE and, if so, if we are the primary beneficiary at the inception of the entity or at a reconsideration event.

Additionally, GAAP requires the consolidation of

VIEs in which a company has a controlling financial interest.

A controlling financial interest will have both of the following characteristics:

(a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic

performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

On April 2, 2025, we provided initial operational funding to Yorkville America, LLC, (“Yorkville America”), through a services agreement and licensing agreement.

Yorkville America, through its subsidiaries serves as the

Registered Investment Advisor for investment vehicles and financial products which focus on investments in American growth, manufacturing, energy companies, and digital assets, as well as investments that strengthen the Patriot Economy.

the terms of the services agreement, we will provide a majority of the operational funding for Yorkville America, in exchange for a majority of their net profit.

Additionally, through a licensing agreement, Yorkville America may utilize Truth.Fi

intellectual property to market their investment vehicles and financial products.

Substantially all of the business activity of Yorkville America is conducted on behalf of TMTG.

We determined this represented a variable interest in Yorkville

We do not maintain any equity ownership in Yorkville America.

We determined that TMTG has the power to direct the activities that most significantly impact Yorkville America’s economic performance through our disproportionate economic rights and obligations, and that

substantially all of Yorkville America’s activities are conducted on behalf of TMTG.

Through meeting the criterion of a controlling financial interest, we determined that TMTG is the primary beneficiary of Yorkville America.

As the primary

beneficiary of Yorkville America, we consolidate in our financial statements the balance sheets, results of operations, and cash flows of Yorkville America, and all intercompany balances and transactions between us and Yorkville America are

eliminated in the condensed consolidated financial statements.

Yorkville America did not have any material assets or liabilities upon initial consolidation.

We report a non-controlling interest representing the economic interest held by other

parties in Yorkville America.

We have not provided any guarantees related to Yorkville America and no creditors of Yorkville America have recourse to the general credit of TMTG.

As of June 30, 2025, we held a variable interest in two VIEs for which we are not the primary beneficiary.

Yorkville America sponsors certain investment products, including exchange-traded funds, for which it earns a Sponsor Fee in exchange for providing management and advisory services.

The Sponsor Fees represent the primary economic interest in the VIEs.

TMTG nor any of our consolidated entities hold equity investments or other financial interest in the VIEs as of June 30, 2025.

As a result, Yorkville America controls the power to direct the activities most significant to these VIEs performance, although the obligation to absorb losses and the right to receive benefits from the VIE is held by the shareholders of the sponsored investment products.

The Sponsor Fees do not represent a variable interest that could potentially be significant to the economic performance of the VIEs.

Our maximum exposure to loss as a result of our involvement with the unconsolidated VIEs is limited only to our loss of future Sponsor Fees and uncollected fee receivables in this VIE, which was $ 0 as of June 30, 2025 and December 31, 2024.

We may be subject to additional losses to the extent of any financial support that we voluntarily provide in the future.

The sponsored investment products of the unconsolidated VIEs did not have any assets or liabilities as of June 30, 2025 and December 31, 2024.

Restricted cash

Restricted cash consists of cash equivalents held as collateral with the Collateral Agent to our Notes (Note 8).

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.

Unearned revenue primarily consisted of billings or payments received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and was recognized as services were 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.

Unearned revenue of $ 246.7 and $ 1,010.7 was recognized as revenue for the three and six months ended June 30, 2025, respectively, which was included in the unearned revenue balance as of December 31, 2024.

As of June 30, 2025, we have fulfilled all services pursuant to previously unearned revenue and recognized all related revenue.

Investments in equity securities are classified by individual security as available-for-sale or trading securities.

Our trading securities consist primarily of equity exchange traded funds that invest in digital assets.

We had trading securities of $ 122,366.4 at June 30, 2025 and $ 0.0 at December 31, 2024, respectively, that are carried on our balance sheet at fair value.

Unrealized gains and losses associated with trading securities are reflected in the condensed consolidated statement of operations.

We did not have any investments classified as available-for-sale as of June 30, 2025.

From time to time, we may write covered put and call options on digital asset related securities, as part of our digital asset treasury strategy to generate premium income and purchase digital assets

and related securities at lower effective prices.

These options are covered by cash collateral to cover potential purchases.

In exchange for this commitment, we receive premiums immediately paid in cash.

The difference between the premium and the

amount paid while affecting a closing purchase transaction, including brokerage commission, is also treated as a realized investment gain or loss.

This premium acts as income, increasing our investment yield.

If the option expires worthless, we

keep the full premium as profit with no obligation to purchase.

If a put option is exercised, we buy the security at the strike price using the cash collateral, and the premium received reduces the effective cost basis, allowing us to acquire the

securities at a discount compared to direct market purchases.

If a call option is exercised, we sell the security at the strike price using our existing holdings of the security, and the premium received reduces any loss or increases any gain we may

The writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

The aggregate fair value of unexpired options written are included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

Cash held as collateral for written options is classified as restricted cash on the condensed consolidated balance sheet.

Securities held as collateral for outstanding call options are presented within trading securities on the condensed consolidated balance sheet.

As of June 30, 2025, we did not have any outstanding put options restricting use of our cash balance.

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.

Our financial instruments are exposed to concentrations of credit risk consisting primarily of cash and cash equivalents and short-term investments.

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 in our opinion bear minimal risk.

One advertising platform accounted for 91 % and 93 % of our total revenue for the six months ended June 30, 2025 and 2024, respectively.

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

We 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.

Even 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 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.

In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60):

Accounting for

and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires digital assets to be measured at fair value as of the end of each reporting period in the balance sheet, with gains and losses from changes in fair value of the digital assets

recognized in net income for each reporting period.

We determine the fair value of bitcoin in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted) prices on its principal market.

This update also requires certain interim and annual disclosures for digital assets within the scope of the standard.

This ASU is effective for fiscal years beginning after December 15, 2024.

This adoption of this standard will have a prospective

material impact on the presentation of our condensed consolidated financial statements, due to our addition of digital assets to our balance sheet subsequent to June 30, 2025.

In December 2023, the FASB issued 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 2024-03, 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 permitted.

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 470-20):

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.

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

As discussed in Note 1, following the Closing of the Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a

reverse recapitalization.

As discussed in Note 1, following the Closing of the Business Combination, TMTG was deemed the accounting acquirer and the transaction was accounted for as a reverse recapitalization.

Transaction Proceeds

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:

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

2 unchanged sentences

Reverse recapitalization, net

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.

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 our employees and a director of Private TMTG that were triggered by the Merger.

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 Merger.

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

5 unchanged sentences

(1) 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:

Predecessor TMTG

Shares issued to

shareholders of

Shares issued

to shareholders of

Predecessor TMTG

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

warrants were issued in a private placement (the “Private Placement Warrants”;

and the Private Placement Warrants together with the Public Warrants, collectively the “Warrants”) all of which warrants remained outstanding and became warrants

for the Common Stock in the Company.

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

Public and private placement warrants

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

and the Private Placement Warrants together with the Public Warrants, collectively the “Warrants”) all of which warrants remained outstanding and became warrants 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 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.

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 “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:

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.

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.

Within each trial of the simulation:

The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years)

after the Merger date.

The stock price was simulated for the defined term ( 1.5 years, 2 years, and 3 years) after the Merger date.

The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $ 12.50 , $ 15.00 , and $ 17.50 .

The payoff was calculated as the number of shares issued per tranche ( 15

million, 15 million, and 10

million) multiplied by the simulated stock price at the vest date, which varied with each simulation.

The payoff was calculated as the number of shares issued per tranche ( 15 million, 15 million, and 10 million) multiplied by the simulated stock price at the vest date, which varied with each simulation.

The payoff was discounted to the present value using the interpolated risk-free rate ranging from 4.31 % to 4.70 %.

Volatility was calculated as the annualized standard deviation of daily returns from a set of Guideline Public Companies (GPC) over the

expected term for each tranche.

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.

Volatility was calculated as the annualized standard deviation of daily returns from a set of Guideline Public Companies (GPC) over the expected term for each tranche.

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 718.

Next, we 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, 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.

Therefore, the Earnout Share arrangement was appropriately classified in

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.

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

NOTE 4 - FAIR VALUE MEASUREMENT

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

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.

Significant other inputs that are directly or indirectly observable in the marketplace.

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

As of June 30, 2025

Quoted prices

identical assets

Significant unobservable

Money market funds (1)

Repurchase agreements

Trading securities

Total assets measured at fair value

Options premium liability (2)

Convertible notes

Total liabilities measured at fair value

As of December 31, 2024

Quoted prices in

active markets for

identical assets

Significant unobservable inputs

Money market funds (1)

Repurchase agreements

Total assets measured at fair value

(1) Money market funds are reflected in cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets.

(2) Options premium liability is reflected in accounts payable and accrued expenses in the condensed consolidated balance sheets.

The fair value of our money market funds, repurchase agreements, trading securities, and option premium liability are classified within Level 1, because we use quoted market prices to determine their

Options and exchange traded funds are valued based on the last trade price on the primary exchange on which they are traded.

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

NOTE 5 – GOODWILL AND INTANGIBLE ASSETS

The following table summarizes changes in our

goodwill balance:

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)

Balance at June 30, 2025

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

March 31, 2025

Gross Carrying Amount

Accumulated Amortization

June 30, 2025

Gross Carrying

Net Carrying Amount

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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:

Amortization expense was $ 1,379.6 and $ 0.0 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,744.0 and $ 0.0 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the weighted-average remaining amortization period for amortizable intangible assets was 4.10 years.

December 31, 2024

6 unchanged sentences

Intangible assets, net

Based on the balance of finite-lived intangible assets at June 30, 2025, expected future amortization expense is as follows:

Year Ending December 31:

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

March 31, 2025

June 30, 2025

December 31, 2024

4 unchanged sentences

Property and equipment, net

Total depreciation expense was $ 414.8

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

Total depreciation expense was $ 453.9 and $ 3.7 for the three months ended June 30, 2025 and 2024, respectively, and was $ 868.7 and $ 9.3 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Other accrued expenses

Options premium liability

Income tax payable

2 unchanged sentences

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)

Convertible Notes

On May 29, 2025, we entered into an Indenture, providing $ 1,000,000.0 in 0.00 % convertible senior secured notes due on May 29, 2028 (the “Notes”), unless earlier repurchased or converted.

The Notes carry a 4.00 % original issuance discount.

Each Note holder has the right at its option, to require us to repurchase its Notes for cash on November 30, 2026, at a repurchase price equal to 100 % of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, subject to the terms and conditions in the Indenture.

Each holder of the Notes may at their option convert such holder’s Notes into shares of our common stock at a conversion rate of 28.8 shares per $ 1.0 of Notes.

We retain the right to force conversion if, at any time after November 29, 2025, the last reported sale price of our common stock exceeds 130 % of the conversion rate for any 20 consecutive trading days during a 30 -day trading period.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Within 45 days of closing, we were required to have a Loan-to-Collateral Ratio of less than or equal to 1.0 to 1.0, with the Loan-to-Collateral Ratio calculated as the aggregate outstanding principal balance of all Notes divided by the sum of (i) the aggregate market value of Bitcoin collateral multiplied by 0.5263157895 , plus (ii) the aggregate value of all of cash and cash equivalents collateral.

Required collateral of $ 1,000,000.0 was delivered to the Collateral Agent subsequent to June 30, 2025, and within 45 days of closing.

We recorded the $ 1,000,000.0 earmarked for delivery to the Collateral Agent as restricted cash in our condensed consolidated balance sheet.

We may utilize the restricted cash to purchase Bitcoin to serve as collateral in order to meet our Loan-to-Collateral Ratio.

Portions of the collateral will be released when the outstanding aggregate principal balance of all Notes is at $ 500,000.0 or less, and an additional portion will be released when the outstanding aggregate principal of all Notes is $ 250,000.0 or less.

Collateral will be automatically released upon payment in full of the principal, together with accrued and unpaid interest on the Notes.

We are also subject to other customary covenants under the terms of the Indenture.

For the three and six months ended June 30, 2025, we accreted $ 3,914.7 of interest expense on the Notes.

The effective interest rate of the Notes is 4.80 % per annum.

The estimated fair value of the Notes as of June 30, 2025 was $ 1,124,246.6 , and is based on unobservable inputs in which there is little or no market data and therefore is classified as a Level 3 fair value measurement.

We assumed a loan from our business combination with WorldConnect Technologies, LLC.

As of June 30, 2025, and December 31, 2024, the term loan had a carrying amount of $ 9,994.0 and $ 9,616.7 , respectively, with $ 4,968.0 and $ 4,780.5 of the term loan due within 12 months of June 30, 2025 and December 31, 2024, respectively.

For the three and six months ended June 30, 2025, we accreted interest expense of $ 190.5 and $ 377.3 related to the term loan.

The term loan carries an effective interest rate of 7.72 % per annum and requires future payments of $ 5,000.0 in both August 2025 and August 2026, and $ 500.0 in August 2027.

Future minimum payments of the long-term debt as of June 30, 2025 is as follows:

Year Ending December 31:

2025 (remainder of)

Total future minimum payments

unamortized original issue discount and debt issuance costs

NOTE 9 – LEASES

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

During the six months ended June 30, 2025, the Company did no t enter into additional leases with terms longer than 1 year.

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

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

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.

As of June 30, 2025, our leases had a remaining weighted average term of 3.17 years.

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

Classification

March 31, 2025

June 30, 2025

December 31, 2024

7 unchanged sentences

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

Three months ended

June 30, 2025

June 30, 2024

Operating lease costs

2 unchanged sentences

Total lease costs

Future minimum payments under

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

Six months ended

June 30, 2025

June 30, 2024

Operating lease costs

Variable lease costs

Short-term lease costs

Total lease costs

Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the year ended June 30, 2025, are as follows:

Total future minimum lease payments

2 unchanged sentences

NOTE 10 - INCOME TAXES

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.

The estimated annual effective tax rate applied to the six months ended June 30, 2025, is 0.8 % 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 and the change in the net deferred tax liability remaining after application of the valuation allowance (“naked credit” or “hanging credit”).

As of June 30, 2025, we had US Federal and state net operating loss carryforwards (“NOLs”) with a tax benefit of $ 39,582.1 .

NOLs are available for use indefinitely.

1 unchanged sentence

Administrative Services Arrangement

An affiliate of the Digital World Sponsor ARC agreed, commencing from the date when Digital World’s Registration Statement was declared

effective through the earlier of Digital World’s consummation of a Business Combination and its liquidation, to make available to the Digital World certain general and administrative services, including office space, utilities and

administrative services, as Digital World required from time to time.

Digital World agreed to pay the affiliate of the Sponsor $ 15.0

per month for these services.

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

Fair value is defined as an exit price, representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction

between market participants.

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.

Significant other inputs that are directly or indirectly observable in the marketplace.

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of March 31, 2025

Quoted prices in

active markets

for identical

Significant unobservable inputs

Repurchase agreements

Total assets measured at fair value

As of December 31, 2024

Quoted prices in

active markets

for identical

Significant unobservable inputs

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.

An affiliate of the Digital World Sponsor ARC agreed, to make available to the Digital World certain general and administrative services, including office space, utilities and administrative services, as Digital World required from time to time.

The agreement with the Sponsor was terminated on April 5, 2023, and $ 221.0 was unpaid as of June 30, 2025.

During 2022, 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 June 30, 2025, our obligation to the Sponsor for such payments was outstanding in the amount of $ 41.0 .

Placement Agent Fee

We paid a placement agent fee to Yorkville Securities, LLC (“Yorkville Securities”), an entity under common ownership with our consolidated VIE, Yorkville America, in the amount of $ 71,899.4 for acting as the Placement Agent to our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement which closed on May 29, 2025.

Of the consideration paid, $ 41,328.4 was netted against proceeds due from Yorkville Securities for the purchase of shares of our common stock and $ 30,571.0 was paid in cash.

As of June 30, 2025, we did not have any amount payable due to Yorkville Securities.

In connection with the Equity PIPE Subscription Agreement, Yorkville Advisors Global LP, an affiliate of Yorkville America, purchased shares of our common stock for aggregate proceeds equal to $ 208,671.6 .

NOTE 12 – 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.

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.

We 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 shares for the periods ended June 30, 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

June 30, 2025

June 30, 2024

Convertible notes

1 unchanged sentence

NOTE 13 – STOCKHOLDERS’ EQUITY

On May 29, 2025, we executed subscription agreements (the “Equity PIPE Subscription Agreements”) with accredited investors (the “Equity PIPE Subscribers”) pursuant to which we sold an aggregate of 55,857,181 shares of our common stock, par value $ 0.0001 per share, for gross proceeds of $ 1,395,318.3 in a private placement (the “PIPE Financing”).

The PIPE Financing was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The proceeds from the PIPE Financing are intended to be used to purchase bitcoin, bitcoin related securities, and for working capital and general corporate purposes.

We paid a placement agent fee and offering costs, in the amount of $ 75,727.6 for our Equity PIPE Subscription Agreement and Convertible Senior Secured Notes Subscription Agreement.

Of the consideration paid, $ 41,328.4 was netted against proceeds due for the purchase of shares of our common stock and $ 34,399.2 was paid in cash.

On June 23, 2025, our Board of Directors authorized the repurchase of up to $ 400,000.0 of our common stock (the “Share Repurchase Program”).

We may repurchase share or warrants from time to time on the open market, including in block trades, in accordance with applicable federal securities rules and regulations.

The Share Repurchase Program has no time limit, does not obligate us to make any repurchases and may be modified, suspended or terminated by us at any time without prior notice.

The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements, and will be funded by available cash and cash equivalents.

As of June 30, 2025, no shares have been repurchased.

The following table summarizes warrant activity:

Weighted Average

Contractual Life

Average Exercise Price

Average Remaining Contractual

Outstanding at January 1, 2025

Expired or cancelled

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Outstanding at June 30, 2025

Exercisable at June 30, 2025

NOTE 14 – STOCK BASED COMPENSATION

2024 Equity Incentive Plan

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,

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

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:

2 unchanged sentences

Grant-Date Fair

Aggregate 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

Outstanding at June 30, 2025

The aggregate fair value of awards that vested in the three and six months ended June 30, 2025 was $ 19,560.6 and $ 25,359.9 , respectively, which represents the market value of our common stock on the date that the RSUs vested.

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 June 30, 2025, unrecognized compensation expense related to non-vested equity grants was $ 66,265.0 with an expected remaining weighted-average recognition period of approximately 1.78 years.

NOTE 15 – INVESTMENT INCOME

Investment income consists of the following:

Three months ended

Six months ended

Option premium income

Realized gain on sale of trading securities

Unrealized gain on trading securities

Change in fair value of premium liability

NOTE 16 - COMMITMENTS AND CONTINGENCIES

From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in

the ordinary course of business, and other unasserted claims.

From time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigations, other proceedings and consent decrees in the ordinary course of business, and

other unasserted claims.

We investigate claims as they arise and accrue estimates for resolution of legal and other contingencies when losses are probable and reasonably estimable.

Based on current known

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.

Consistent with

the practice of many companies, we have entered into, and continue to enter into indemnity agreements with our executive officers and certain members of our board of directors.

These indemnity agreements broadly provide for us to advance

expenses (including attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for any and all expenses, actually and reasonably incurred, in connection with the investigation, defense, settlement or appeal

of such a proceeding, in connection with matters related to their position.

These indemnity agreements provide that the indemnitee shall repay all amounts so advanced if it shall ultimately be determined by final judicial decision from where

there is no further right of appeal that the indemnitee is not entitled to be indemnified.

Except as indicated below, to the knowledge of our Management Team, there is no litigation currently pending or contemplated against us, or

against any of our property.

Litigation with United Atlantic

Ventures (“UAV”) in Delaware

On July 30, 2021, an attorney for the Trump Organization, on behalf of

President Trump, declared void ab initio a services agreement that had granted Private TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes of commercializing the various

Private TMTG initiatives (the “Services Agreement” ).

Neither Private TMTG nor Digital World was a party to such

Based on current known 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.

Consistent with the practice of many companies, we have entered into, and continue to enter into indemnity agreements with our executive officers and certain members of our board of directors.

indemnity agreements broadly provide for us to advance expenses (including attorneys’ fees) incurred in connection with any legal proceeding, as well as indemnification for any and all expenses, actually and reasonably incurred, in connection with

the investigation, defense, settlement or appeal of such a proceeding, in connection with matters related to their position.

These indemnity agreements provide that the indemnitee shall repay all amounts so advanced if it shall ultimately be

determined by final judicial decision from where there is no further right of appeal that the indemnitee is not entitled to be indemnified.

Except as indicated below, to the knowledge of our Management Team, there is no litigation currently pending or contemplated against us, or against any of our property.

Litigation with United Atlantic Ventures (“UAV”) in Delaware

On July 30, 2021, an attorney for the Trump Organization, on behalf of President Trump, declared void ab initio a services agreement that had granted Private TMTG, among other things, extensive intellectual property and digital media rights related to President Trump for purposes of commercializing the various 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

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.

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.

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 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 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.

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.

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.

Private TMTG maintains that the contempt claims are meritless.

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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.

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 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)

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.

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

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 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.

Orlando, Edward J.

Preble, and Jeffrey A.

Preble, and Jeffrey

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.

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.

Orlando moved to dismiss the Third Amended Complaint.

On September 17, 2024, Mr.

Orlando moved to dismiss the Third

Amended Complaint.

On August 27, 2024, the Court of Chancery denied both the First Contempt

Motion and the Second Contempt Motion.

On October 8, 2024, UAV voluntarily dismissed Mr.

Orlando with prejudice.

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.

World’s board of directors viewed these claims as an attempt by Mr.

On May 15, 2025, the Court held a hearing on the remaining defendants’ motion to dismiss on the Third Amended Complaint and an

additional motion to dismiss or stay on the basis of temporary presidential immunity.

Litigation with 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.

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.

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.

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.

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

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.

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

April 3, 2024, Defendants ARC and Mr.

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 (C.A.

1 unchanged sentence

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.

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.

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 Mr.

Orlando appealed that order (C.A.

2D2024-1780), which the Court dismissed on April 30, 2025.

On August 2, 2024, Defendants ARC and Mr.

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 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 Mr.

Orlando related to pre-targeting and other misconduct as set forth in the SEC Complaint against Mr.

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.

1 unchanged sentence

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.

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 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.

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2D2024-1780).

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

8:24-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 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.

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.

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 Mr.

Orlando have filed an appeal of that order, which the Court denied on June 13, 2025 (C.A.

2D2024-2364).

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

On September 26, 2024, Defendants ARC and Mr.

Orlando filed a motion to compel.

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:

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.

October 21, 2024, UAV, Mr.

Moss, and Mr.

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 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 Mr.

Orlando and run search terms and a sanction against ARC and Mr.

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

Defendants ARC and Mr.

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.

2D2024-2364).

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 January 22, 2025, the Court held a hearing during which it heard the motion to stay pending resolution of the Delaware Action and scheduled an omnibus hearing to hear outstanding motions on March

At the January 22, 2025 hearing, the Court entered a temporary administrative stay of discovery as to Mr.

Litinsky, Mr.

Moss, and UAV pending its resolution of their motion to stay.

On January 23, 2025, Defendants ARC and Mr.

Orlando filed

a motion to compel production of documents and a motion to strike.

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) .

Orlando and ARC filed an appeal of the Court’s November 18 order, which the Second District denied on April 24, 2025 (C.A.

2D2025-0314).

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.

Orlando and the October 21 motion to stay filed by UAV, Mr.

Moss, and Mr.

Litinsky, finding that this action and the

Delaware Action do not “involve substantially similar issues.”

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.

It denied the motions to dismiss for improper

venue filed by Mr.

Orlando on October 3 and UAV, Mr.

Moss, and Mr.

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.

Orlando on October 3 and UAV, Mr.

Moss, and Mr.

Litinsky on October

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.

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.

On March 21, 2025, UAV, Mr.

Moss, and Mr.

Litinsky appealed

Court’s February 19, 2025 order denying a stay.

On March 24, 2025, UAV, Mr.

Moss, and Mr.

Litinsky filed an appeal of the Court’s February 19, 2025 order (C.A.

2D2025-0735) in Florida’s Second District Court of Appeal.

On March 26, 2025, UAV, Mr.

Moss, and Mr.

Litinsky filed an unopposed motion to amend their March 24 petition, which the Second District granted on April 17, 2025.

On July 15, 2025, the Court entered an order granting in part outstanding motions to dismiss Counterclaims and Third-Party Claims brought by UAV, Mr.

Litinsky, Mr.

Moss, ARC, and Mr.

dismissing all Third-Party Defendants including President Trump.

Specifically, the Court dismissed Counts 1 and 7-8 of UAV, Mr.

Litinsky, and Mr.

Moss’s Counterclaims with prejudice, dismissed Counts 2-6 and 9 of UAV, Mr.

Litinsky, and Mr.

Counterclaims without prejudice with no leave to replead, dismissed Counts 5-11 of ARC’s Counterclaims without prejudice, and dismissed ARC and Mr.

Orlando’s Third-Party Claims with prejudice.

The Court conducted half-day hearing on July 30, 2025 to address certain outstanding motions.

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

1 unchanged sentence

On February 29, 2024, ARC filed a lawsuit in the Court of Chancery of the State of Delaware (C.A.

2024-0186-LWW) against Digital World

and its directors, alleging an impending violation of the Digital World Charter.

ARC alleged that Digital World failed to commit to issue conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination

pursuant to the Charter.

ARC claimed a conversion ratio of 1.81 :1 and sought specific performance and damages for the alleged

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.

2024-0186-LWW) against Digital World and its directors, alleging an impending violation of the Digital World Charter.

ARC alleged that Digital World failed to commit to issue conversion shares to ARC that ARC claims it is owed upon the consummation of the Business Combination pursuant to the Charter.

ARC claimed a conversion ratio of 1.81 :1 and sought specific performance and damages for the alleged 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 follows:

(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 :1.

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 hearing.

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 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 :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.

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”).

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.

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.

Moss based on their dealings with Mr.

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

Litinsky and Mr.

Moss for their gross negligence in managing the company.

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.

On June 27, 2024, the court granted Mr.

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.

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 .

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.

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.

On July 14, 2025, the Court adjusted the fee award downward, awarding ARC $ 75,000 —less than 10 % of the amount initially sought.

As of July 24, 2025, a final order and judgment has not yet been entered in this action.

Litigation with Orlando in Delaware

On March 15, 2024,

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.

On March 15, 2024, 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’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.

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.

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 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

As of July 24, 2025, TMTG had paid or agreed to pay approximately $ 8.3 million to Mr.

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

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 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 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.

2 unchanged sentences

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 12, 2025, the Court

denied the motion in part, stating that “TMTG is entitled to have some concrete information allowing it to assess whether Mr.

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.

Orlando filed a motion seeking advancement of certain disputed fees, which has been fully briefed and is scheduled for oral argument on August 4, 2025.

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.

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 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

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

On June 23, 2025, Mr.

Orlando filed another motion seeking advancement of certain disputed fees.

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.

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.

1 unchanged sentence

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

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

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

Melkersen and ARC.

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

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

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

2 unchanged sentences

This matter remains pending.

Litigation with

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.

Litigation with RejuveTotal 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.

655551/2024).

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.

On February 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.

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.

On 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.

On July 22, 2025, the arbitrator issued his Final Award in favor of TMTG, awarding a net sum of $ 22,868 .

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.

In the second quarter of 2025, our internal reporting and segments changed.

We dividend our consolidated segment into two operating segments to enable enhanced focus on the different strategies required for each long-term strategic plan.

We report our operating results through two reportable segments:

Media and Truth.Fi:

Media, previously social media & streaming, includes products and services such as advertisement through our Truth Social platform.

Truth+ began unpaid streaming subscriptions to our Patriot Package during

the period ended June 30, 2025, and paid subscriptions are expected to launch in the third quarter of 2025.

Truth.Fi, through our consolidated VIE will provide separately managed accounts (“SMAs”);

customized exchange-traded funds and/or exchange-traded products

(collectively, “ETFs”) invested in America First principles, and bitcoin and similar cryptocurrencies or crypto-related securities.

The “Corporate & Other” category presented in the following tables is not considered an operating segment.

It consists primarily of costs and expenses related to executing our digital asset treasury

strategy and includes the realized and unrealized gains and losses from our digital asset treasury strategy, third-party costs associated with our digital asset holding strategy, net interest expense primarily related to long-term debt obligations

(used to fund our digital asset treasury strategy), and income tax effects generated from our digital asset treasury strategy and related debt issuance.

We have not dedicated certain corporate resources to our digital asset treasury strategy.

Our Chief Operating Decision Maker (CODM), as of June 30, 2025, is our Chief Executive Officer.

Our CODM evaluates the performance of and allocates resources to our segment’s

based on each segment’s 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.

Our CODM uses cash, cash equivalents, restricted cash, short-term investments, and trading securities as part of the evaluation of performance and allocation of resources within our corporate &

other category.

Total assets is not used to evaluate the performance of our segments.

For the three and six months ended June 30, 2025 and 2024, all revenues were earned from our Media segment.

Review of cash forecast models is used to assess the segment’s results and performance, and inform investment decisions by our CODM.

Consolidated net loss 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,

As part of the segment reorganization, we reallocated our Segment EBITDA to each reporting unit and corporate & other.

We have reflected this reallocation in all historical periods presented.

The following table presents our segment information for the periods indicated:

Three months ended June 30,

Six months ended June 30,

Total Segment EBITDA

Corporate & other

Interest income/(expense), net

Depreciation and amortization

Depreciation & amortization

Stock-based compensation

1 unchanged sentence

Loss on extinguishment of debt

Segment EBITDA

The following table provides information related to our cash, cash equivalents, restricted cash, short-term investments, and trading securities:

June 30, 2025

December 31, 2024

Corporate & other

Cash, cash equivalents, and restricted cash

Short-term investments

Trading securities

NOTE 18 – SUBSEQUENT EVENTS

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 .

On July 8, 2025, a subsidiary of our consolidated VIE filed an S-1 Registration statement to launch an exchange-traded fund.

We hold a variable interest in the exchange-traded fund, although we

are not the primary beneficiary of the VIE.

On July 14, 2025, we repurchased 242,800 shares of our common stock on the open market pursuant to our Share Repurchase Program, which were held in treasury upon repurchase for an aggregate purchase price of $ 4,410.4 .

In July 2025, we accumulated bitcoin and bitcoin-related securities costing approximately $ 2 billion as part of our previously announced bitcoin treasury strategy.

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