Trump Media & Technology Group Corp. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations References in this report (this “ Quarterly Report ”) to “TMTG,” “we,” “us” or the “Company” refer to Trump Media & Technology Group Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. All amounts are in thousands, except per share data. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this report. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”) and Section 21E of the Exchange Act of 1934, as amended (the “ Exchange Act ”) that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “aim,” “plan,” “may,” “will,” “continue,” “should,” “seek” and variations and similar words and expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on February 14, 2025, and other documents filed with the SEC, which describe additional factors that could adversely affect our business, financial condition, or results of operations. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We ended June 30, 2025 with $3,085,566.5 of cash, cash equivalents, restricted cash, short-term investments, and trading securities, as well as $944,294.7 of debt (excluding lease liabilities). Our $1,000,000.0 of restricted cash serves as collateral to our debt which may be used to purchase bitcoin and bitcoin related securities. Truth Social TMTG started from scratch intending to open up the Internet and give the American people their voices back. At the time, with no accountability, unknown censors were squelching social media posts that contradicted the consensus of the corporate media—which, as always, was dutifully acting as a robotic mouthpiece for leftwing disinformation. This had already been going on, through shadow bans and other less overt forms of on-line policing, for some time. But Big Tech eventually lost all restraint, ruthlessly banning dissidents’ accounts for expressing any thought that fell within a rapidly expanding set of unauthorized and unutterable viewpoints. The victims, of course, included the then-sitting President of the United States, Donald Trump. TMTG thus developed and launched the Truth Social platform, restoring free speech to millions of Americans who had been suffocated by Big Tech. Anchored by Donald Trump’s restored social media account, Truth Social was stood up as we’d envisioned it—a free-speech haven where everyone, regardless of their political viewpoint, could speak their mind without some faceless tech bureaucrat judging the acceptability of their speech. Truth Social was generally made available in the first quarter of 2022. TMTG prides itself on operating its platform, to the best of its ability, without relying on Big Tech companies. Partnering with mission-aligned technology firms, we fully launched Truth Social for iOS in April 2022. We debuted the Truth Social web application in May 2022, and the Truth Social Android App became available in the Samsung Galaxy and Google Play stores in October 2022. In. July 2025, TMTG announced the launch of a Truth Social app for iPads. We introduced direct messaging to all versions of Truth Social in 2022, released a “Groups” feature for users in May 2023, and announced the general availability of Truth Social internationally in June 2023. In March 2025, TMTG announced updates and enhancements to the “Groups” feature. TMTG has also connected the Truth Social platform to its Truth+ streaming service, and added additional features including “for you” feed, a “discover” tab to find trending content, and a carousel to recommend other accounts. 31 Table of Contents To foster a flourishing digital public forum, TMTG seeks to prevent illegal and other prohibited content from contaminating its platform. In accordance with Truth Social’s terms of service, illegal and prohibited content includes, but is not limited to a) sexual content or language; b) content that includes sexual activity, sexual intercourse or any type of sexual act; c) any content that portrays or suggest explicit sexual acts or sexually suggestive positions or poses; d) sexually suggestive (explicit or vague) statements, texts or phrases; or e) content in which sexual acts are requested or offered, including pornography, prostitution, sugar babies, sex trafficking or sexual fetishes. Using human moderators and an artificial intelligence vendor known as HIVE, Truth Social has developed what TMTG believes is a robust, fair, and viewpoint-neutral moderation system and that our moderation practices are consistent with, and indeed help facilitate, TMTG’s objective of maintaining “a public, real-time platform where any user can create content, follow other users, and engage in an open and honest global conversation without fear of being censored or cancelled due to their political viewpoints.” Truth+ Social media users were not the only casualties of the woke crackdown on free speech—dissident TV programming and news broadcasts were being suppressed by entertainment conglomerates and cable providers. Thus, after reopening the Internet to free speech, TMTG decided to create a TV streaming service to give Americans an alternative to woke Hollywood entertainment and biased news broadcasts, and to provide a safe home for content and newscasters that had been cancelled, were at risk of cancellation, or were being kept off the air for having the wrong perspectives. On April 16, 2024, TMTG announced that, after nine months of testing on its Web and iOS platforms, the Company had completed the research and development phase of a new live TV streaming platform and expects to begin scaling up its own content delivery network (“CDN”) branded as Truth+. We announced plans to roll out its streaming content in three phases: Phase 1: Introduce Truth Social’s CDN for streaming live TV to the Truth Social app for Android, iOS, and Web. On August 7, 2024, TMTG announced that TV streaming via Truth Social had become available via all three modalities. Phase 2: Release stand-alone Truth Social over-the-top streaming apps for phones, tablets, and other devices. As of October 21, 2024, TMTG had announced that Truth+ streaming had been released as a standalone product on Android, iOS, and Web. Phase 3: Release Truth Social streaming apps for connected TVs. As of October 23, 2024, TMTG had announced that Truth+ streaming had been released on Apple TV, Android TV, and Amazon Fire TV. On March 19, 2025 and May 22, 2025, respectively, TMTG announced the release of Truth+ streaming and on-demand content via Roku. On April 9, 2025, TMTG announced that the Truth+ mobile and streaming TV applications had been made available in Canada and Mexico, as well as the United States. On July 7, 2025, TMTG announced the successful launch of global streaming. Since the initial launch of Truth+, TMTG has steadily added both on-demand content and live 24-hour news streams. TMTG is actively developing various means of monetizing the Truth+ platform, including through advertising. On July 9, 2025, TMTG announced the public beta testing of a subscription plan with premium content, the Patriot Package—and that, in the future, Patriot Package subscribers will accumulate gems, which will eventually be tied to a utility token on both Truth Social and Truth+. Truth.Fi Truth.Fi is TMTG’s newest brand, incorporating financial services and financial technology. By expanding into this realm, we aim to serve millions of investors in America and around the world who believe in the greatness of the American economy and want to invest in superior companies while avoiding the giant, woke investment funds and politically motivated debanking problems. 32 Table of Contents On January 29, 2025, TMTG announced a financial technology strategy. In addition to traditional investment vehicles, these funds may be allocated to customized separately managed accounts (“SMAs”); customized exchange-traded funds and/or exchange-traded products (collectively, “ETFs”); and Bitcoin and similar cryptocurrencies or crypto-related securities. On April 15, 2024, TMTG and its partners announced the launch of SMAs. On April 22, 2025, TMTG and its partners announced an agreement to launch a series of ETFs, which are expected to comprise securities as well as digital assets. Registration statements for three cryptocurrency ETFs—consisting of (1) Bitcoin; (2) Bitcoin and Ethereum; and (3) Bitcoin, Ethereum, Solana, Cronos, and Ripple—were filed on June 5, 2025; June 15, 2025; and July 8, 2025, respectively. Bitcoin and Digital Asset Strategy TMTG is implementing a bitcoin treasury strategy to help ensure the Company’s financial freedom and protect against discrimination by financial institutions, and may also consider the acquisition of other, similar cryptocurrencies. TMTG’s bitcoin strategy generally involves, from time to time and subject to market conditions, (i) issuing debt or equity securities or engaging in other capital raising transactions and (ii) using the proceeds of such capital raises to acquire bitcoin. TMTG’s bitcoin strategy may also include purchasing bitcoin-related securities or, given certain market conditions, selling bitcoin and investing such proceeds in assets including cash, cash equivalents, or other interest bearing investments. On May 30, 2025, TMTG announced that it had closed a private placement offering with approximately 50 investors, previously announced on May 27, 2025, consisting of (i) the sale of the Company’s common stock, for gross proceeds of approximately $1.44 billion and (ii) 0.00% convertible senior secured notes due 2028 in the principal amount of $1.00 billion, for an aggregate purchase price of approximately $2.44 billion. On July 13, 2025, TMTG announced the effectiveness of a registrations statement in connection with such offering. TMTG will acquire its bitcoin and bitcoin-related holdings in the amounts and on the timeline it deems optimal. TMTG will continue to monitor market conditions in implementing its strategy and determining whether to engage in future financings to purchase additional bitcoin. Company Growth Strategy While continuing to develop, refine, and expand its existing products and services, TMTG is looking to further diversify into new sectors. A key part of its strategy is to form partnerships with great companies that align with TMTG’s mission, and to expand into new realms through mergers and acquisitions. We are strongly focusing on potential merger-and-acquisition opportunities with top-quality companies, and we hope to find “crown jewel” assets in the near future. TMTG envisions ultimately evolving into a larger holding company for numerous great products and services, compatible with America First principles, spanning multiple key sectors of the economy. Consolidated Results of Operations Comparison of the three months ended June 30, 2025 and 2024 33 Table of Contents The following table sets forth our consolidated financial results for the periods presented and the dollar and percentage changes between those periods. The period-to-period comparison of financial results is not necessarily indicative of future results. (in thousands) For the three months ended June 30, 2025 For the three months ended June 30, 2024 Variance, $ Variance, % Revenue $ 883.3 $ 836.9 46.4 6 % Cost of revenue 342.9 36.2 306.7 847 % Research and development 13,041.0 4,861.6 8,179.4 168 % Sales and marketing 556.0 1,175.3 (619.3 ) (53 %) General and administration 28,617.9 13,418.6 15,199.3 113 % Depreciation and amortization 1,833.5 3.7 1,829.8 49,454 % ​ Total operating costs and expenses 44,391.3 19,495.4 24,895.9 128 % Loss from operations (43,508.0 ) (18,658.5 ) (24,849.5 ) 133 % Other income/(expense): Interest income 16,836.5 2,132.7 14,703.8 689 % Interest expense (4,105.1 ) 157.8 (4,262.9 ) (2,701 %) Investment income 11,085.0 - 11,085.0 100 % Loss before income taxes $ (19,691.6 ) $ (16,368.0 ) (3,323.6 ) 20 % Revenues Revenues increased $46.4, or 6%, to $883.3 for the three months ended June 30, 2025 compared to revenue of $836.9 for the three months ended June 30, 2024. The increase was primarily attributable to an improvement in advertising economics between the relevant periods. Additionally, revenue has varied as we continue to selectively test an early-stage advertising initiative on our Truth Social platform. Cost of revenue Cost of revenue increased $306.7, or 847%, to $342.9 for the three months ended June 30, 2025 compared to $36.2 for the three months ended June 30, 2024. The increase was primarily due to content license and data center lease costs that support our burgeoning Truth+ platform. Research and development expense Research and development expense increased $8,179.4, or 168%, to $13,041.0 for the three months ended June 30, 2025 compared to $4,861.6 for the three months ended June 30, 2024. The increase was primarily driven by higher stock-based compensation expense of $8,048.2 in the second quarter of 2025 compared to $0.0 stock-based compensation expense recorded in the second quarter of 2024. The increase in stock-based compensation expense was augmented by moderately higher consulting and server costs, while marginally offset by lower software costs. Sales and marketing expense Sales and marketing expense decreased $619.3, or 53% to $556.0 for the three months ended June 30, 2025 compared to $1,175.3 for the three months ended June 30, 2024. The decrease was primarily driven by a decrease in marketing activity. 34 Table of Contents General and administration expense General and administration expense increased $15,199.3, or 113%, to $28,617.9 for the three months ended June 30, 2025 compared to $13,418.6 for the three months ended June 30, 2024. The increase was primarily due to higher stock-based compensation awards of $9,696.4 during the quarter ended June 30, 2025, compared to $0.0 of stock-based compensation awards in the quarter ended June 30, 2024. In addition, legal fees increased $6,601.1, or 79%, to $14,994.8 in the current quarter versus $8,343.7 in the prior-year period. Depreciation and amortization Depreciation and amortization expense increased $1,829.8, or 49,454%, to $1,833.5 for the three months ended June 30, 2025 compared to $3.7 for the three months ended June 30, 2024. The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+. Interest income Interest income increased $14,703.8, or 689%, to $16,836.5 for the three months ended June 30, 2025 compared to $2,132.7 for the three months ended June 30, 2024. The increase was due to higher cash, cash equivalents, restricted cash, and short-term investment balances and interest earned for the quarter in 2025 on cash holdings in money market accounts and interest earned through repurchase agreements secured by U.S. treasury securities. Interest expense Interest expense increased $4,262.9, or 2,701%, to $4,105.1 for the three months ended June 30, 2025 compared to a $157.8 expense reversal for the three months ended June 30, 2024. The increase was primarily due to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility. Investment income Investment income increased $11,085.0, or 100%, to $11,085.0 for the three months ended June 30, 2025 compared to $0.0 for the three months ended June 30, 2024. The increase was primarily due to $3,616.0 of unrealized gains on our trading securities and $7,578.2 of realized income from premiums received through the sale of written option contracts, partially offset by the change in fair value of our outstanding option contracts. Comparison of the six months ended June 30, 2025 and 2024 35 Table of Contents The following table sets forth our consolidated financial results for the periods presented and the dollar and percentage changes between those periods. The period-to-period comparison of financial results is not necessarily indicative of future results. (in thousands) For the six months ended June 30, 2025 For the six months ended June 30, 2024 Variance, $ Variance, % Revenue $ 1,704.5 $ 1,607.4 97.1 6 % Cost of revenue 679.6 129.6 550.0 424 % Research and development 25,605.9 38,020.2 (12,414.3 ) (33 %) Sales and marketing 1,053.4 2,245.7 (1,192.3 ) (53 %) General and administration 53,795.9 78,213.7 (24,417.8 ) (31 %) Depreciation and amortization 3,612.7 9.3 3,603.4 38,746 % ​ Total operating costs and expenses 84,747.5 118,618.5 (33,871.0 ) (29 %) Loss from operations (83,043.0 ) (117,011.1 ) 33,968.1 (29 %) Other income/(expense): Interest income 24,831.7 2,161.5 22,670.2 1,049 % Interest expense (4,291.9 ) (2,659.8 ) (1,632.1 ) 61 % Investment income 11,085.0 - 11,085.0 100 % Loss on the extinguishment of debt - (542.3 ) 542.3 (100 %) Change in fair value of derivative liabilities - (225,916.0 ) 225,916.0 (100 %) Loss before income taxes $ (51,418.2 ) $ (343,967.7 ) 292,549.5 (85 %) Revenues Revenues increased $97.1, or 6%, to $1,704.5 for the six months ended June 30, 2025 compared to revenue of $1,607.4 for the six months ended June 30, 2024. The increase was primarily attributable to an improvement in advertising economics between the relevant periods. Additionally, revenue has varied as we continue to selectively test an early-stage advertising initiative on our Truth Social platform. Cost of revenue Cost of revenue increased $550.0, or 424%, to $679.6 for the six months ended June 30, 2025 compared to $129.6 for the six months ended June 30, 2024. The increase was primarily due to content license and data center lease costs that support our burgeoning Truth+ platform. Research and development expense Research and development expense decreased $12,414.3, or 33%, to $25,605.9 for the six months ended June 30, 2025 compared to $38,020.2 for the six months ended June 30, 2024. The decrease was primarily driven by lower stock-based compensation expense of $15,609.1 in the six months ended June 30, 2025 compared to $30,142.5 of stock-based compensation expense recorded in the six months ended June 30, 2024. The 2024 charge related to the issuance of convertible notes to certain vendors engaged in the development of our live TV streaming platform, Truth+. The decrease in stock-based compensation expense was marginally offset by higher year-over-year consulting and server costs related to the launch of Truth+. Sales and marketing expense Sales and marketing expense decreased $1,192.3, or 53%, to $1,053.4 for the six months ended June 30, 2025 compared to $2,245.7 for the six months ended June 30, 2024. The decrease was primarily driven by a $600.0 bonus paid to an entity owned by a former director of and consultant to Private TMTG during the six months ended June 30, 2024, and a decrease in marketing activity. 36 Table of Contents General and administration expense General and administration expense decreased $24,417.8, or 31%, to $53,795.9 for the six months ended June 30, 2025 compared to $78,213.7 for the six months ended June 30, 2024. The decrease was primarily due to lower stock-based compensation awards of $19,987.2 during the six months ended June 30, 2025, down $36,917.1 (62%) from $59,975.5 of cash and stock-based compensation awards to employees and vendors in connection with the merger transaction recorded in the six months ended June 30, 2024. These savings were partially offset by higher legal fees, which increased $15,623.1, or 153%, to $25,846.7 in the first half of 2025 versus $10,223.6 in the prior-year period. Depreciation and amortization Depreciation and amortization expense increased $3,603.4, or 38,746%, to $3,612.7 for the six months ended June 30, 2025 compared to $9.3 for the six months ended June 30, 2024. The increase in depreciation and amortization expense was due to the acquisition of software and hardware utilized to place our CDN into service as part of our launch of streaming video through Truth+. Interest income Interest income increased $22,670.2, or 1,049%, to $24,831.7 for the six months ended June 30, 2025 compared to $2,161.5 for the six months ended June 30, 2024. The increase was due to higher cash, cash equivalents, restricted cash, and short-term investment balances and interest earned for the six months ended June 30, 2025 on cash holdings in money market accounts and interest earned through repurchase agreements secured by U.S. treasury securities. Interest earned during the six months ended June 30, 2024 only relates to the period from March 25, 2024 (the merger date) to June 30, 2024, prior to our completion of our SEPA, PIPE and convertible note financings, providing surplus cash available for investments. Interest expense Interest expense increased $1,632.1, or 61%, to $4,291.9 for the six months ended June 30, 2025 compared to $2,659.8 for the six months ended June 30, 2024. The increase in interest expense for the six months ended June 30, 2025 is attributable to the accreted interest on the loan assumed as a result of the WCT acquisition and our $1,000,000.0 convertible notes facility. Investment income Investment income increased $11,085.0, or 100%, to $11,085.0 for the six months ended June 30, 2025 compared to $0.0 for the six months ended June 30, 2024. The increase was primarily due to $3,616.0 of unrealized gains on our trading securities and $7,578.2 of realized income from premiums received through the sale of written option contracts, partially offset by the change in fair value of our outstanding option contracts. Loss on the extinguishment of debt The loss from the extinguishment of debt of certain Private TMTG Convertible Notes decreased by $542.3, or 100%, to $0.0 for the six months ended June 30, 2025, compared to $542.3 for the six months ended June 30, 2024. Upon extinguishment of certain Private TMTG Convertible Notes in March 2024, we recorded a loss equal to the difference between the net carrying value of the applicable Private TMTG Convertible Notes and the fair value of our assets. 37 Table of Contents Change in the fair value of derivative liabilities The loss from the change in the fair value of the derivative liabilities of the Private TMTG Convertible Notes decreased $225,916.0, or 100%, to $0.0 for the six months ended June 30, 2025, compared to $225,916.0 for the six months ended June 30, 2024. All Private TMTG Convertible Notes were automatically converted into shares of our common stock immediately prior to Closing of the Merger, and pursuant to ASC 815, the derivative liabilities were revalued immediately prior to the conversion of the Private TMTG Convertible Notes on March 25, 2024, when our closing share price was $49.95 per share. The substantial increase in the value of our common stock when combined with the certainty of our execution of the Merger were primarily responsible for the increase in the change in fair value of the derivative liabilities. The increase in the fair value of the derivative liabilities was a non-cash expense and the issuance of Private TMTG common stock upon conversion of the Private TMTG Convertible Notes extinguished the derivative liabilities immediately prior to the Closing. Therefore, there was no derivative liability recorded as of June 30, 2025, and there will no longer be future earnings adjustments pertaining to the Private TMTG Convertible Notes derivative liabilities. Liquidity and Capital Resources Overview Historically, as a private company, we financed operations primarily through cash proceeds from the issuance of Private TMTG Convertible Notes. During 2024, our capitalization was significantly enhanced through receipt of proceeds from the Business Combination, the conversion of warrants, and the issuance of common stock described in detail in the section below titled, “Standby Equity Purchase Agreement.” As a result, we ended June 30, 2025 with $3,085,566.5 of cash, cash equivalents, restricted cash, short-term investments, and trading securities, and $944,294.7 of debt (excluding lease liabilities). Cash and cash equivalents consist of interest-bearing deposits and money market funds held at financial institutions. Cash deposits are held at major financial institutions and are subject to credit risk to the extent those balances exceed applicable Federal Deposit Insurance Corporation (FDIC) limitations. Short-term investments consist of repurchase agreements in which we loan our cash over 1 to 3 days to a seller in exchange for interest earned on debt securities collateralizing the loan. The seller retains a beneficial interest in the securities serving as collateral. Our $1,000,000.0 restricted cash balance, held in a money market fund, serves as collateral to our convertible notes, although the collateral may be used to purchase Bitcoin and Bitcoin related securities. The collateral will be released to us upon payment in full of the principal, together with accrued and unpaid interest, on the Notes (defined below), or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less. 38 Table of Contents Our primary short-term requirements for liquidity and capital are to fund general working capital and to invest in our strategic growth initiatives. We currently seek to (1) grow our initial product, Truth Social; (2) increase additional product offerings and services, including through further development of our streaming technology platform, Truth+; and (3) pursue strategic acquisitions and/or partnerships. We intend to fund these activities through a combination of deploying cash on hand, generating advertising, subscription, and fee-based revenues, issuing equity, issuing debt, and/or selling stock pursuant to that certain Standby Equity Purchase Agreement dated July 3, 2024. We anticipate that the current cash and cash equivalents on hand will be sufficient to fund current operations for the at least the next 12 months; however, we cannot guarantee that we will not be required to obtain additional financing, or that additional financing, if needed, will be available on terms acceptable to us, or at all. In addition, although there are no other present binding understandings, commitments, or agreements with respect to any acquisition of other businesses, products, or technologies, we will, from time to time, evaluate acquisitions of other businesses, products, and technologies. If we are unable to raise additional equity or debt financing, as and when needed, we could be forced to forego such acquisitions or significantly curtail our operations. Standby Equity Purchase Agreement On July 3, 2024, we entered into the Standby Equity Purchase Agreement (the “SEPA”), pursuant to which we shall have the right, but not the obligation to sell up to $2,500,000.0 of our common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The per share subscription price is 97.25% of the Market Price during a one or three-day pricing period elected by us. The “Market Price” is defined in the SEPA as the lowest daily volume weighted average price (“VWAP”) during the one trading day, in the case of a one-day pricing period or of the three consecutive trading days, in the case of a three-day pricing period. There is no upper limit on the subscription price per share that could be paid for the shares. No shares of common stock were sold pursuant to the terms of the SEPA during the six months ended June 30, 2025. As of June 30, 2025, we have sold a cumulative total of 20,330,365 shares of our common stock for prices between $14.31 and $36.98 per share, pursuant to the terms of the SEPA. Proceeds of these equity sales under the terms of the SEPA were $449,874.6 (net of $513.5 of deferred offering costs). PIPE & 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 carried a 4.00% original issuance discount. Concurrently with the issuance of the Notes, 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 Notes and PIPE Financing are intended to be used to purchase Bitcoin, Bitcoin related securities, and for the PIPE proceeds, working capital and general corporate purposes. We are 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. We delivered to the Collateral Agent the $1,000,000.0 collateral of restricted cash. 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, or following the times upon our request that the outstanding principal balance of the Notes is $500,000.0 or less and $250,000.0 or less, so long as, immediately after such release the Loan-to-Collateral Ratio as of the date of release is 1.0 to 1.0 or less. 39 Table of Contents 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. Holders 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 $1,000 of Notes. We retain the right to force conversion if, at any time after November 29, 2025, (A) 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. Share Repurchase Program 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. Cash Flows The following table shows our cash flows for the stated periods: (in thousands) For the six months ended June 30, 2025 For the six months ended June 30, 2024 Variance Net cash used in operating activities $ (7,434.7 ) $ (30,754.3 ) $ 23,319.6 Net cash used in investing activities (132,056.6 ) (2,141.9 ) (129,914.7 ) Net cash provided by financing activities 2,313,156.9 374,277.9 1,938,879.0 Net Cash Used in Operating Activities Net cash used in operating activities for the six months ended June 30, 2025 was $7,434.7, $23,319.6 less than $30,754.3 used in operating activities during the six months ended June 30, 2024. The decrease in cash used in operating activities was primarily driven by an increase of $22,670.2 in income from investments in repurchase agreements, money market funds, and option premiums, partially offset by higher payments for legal fees and other professional services. 40 Table of Contents Net Cash Used in Investing Activities Net cash used in investing activities for the six months ended June 30, 2025 was $132,056.6 compared to $2,141.9 used in investing activities during the six months ended June 30, 2024. The increase was primarily due to outflows in the second quarter of 2025 of $118,768.1 for the purchase of trading securities as we began our digital asset treasury strategy. Net Cash Provided by Financing Activities Net cash provided by financing activities for the six months ended June 30, 2025 was $2,313,156.9 compared to $374,277.9 provided by financing activities for the six months ended June 30, 2024. Cash provided during the six months ended June 30, 2025 is mainly comprised of $960,000.0 of proceeds from the issuance of convertible notes and $1,395,318.3 from common stock sold through a PIPE financing, partially offset by $34,399.3 of debt and equity offering costs and $8,250.2 of common stock repurchases. During the six months ended June 30, 2024, cash provided from financing activities comprised cash proceeds of $233,017.5 from the merger, $47,455.0 from the issuance of convertible notes, and $93,805.4 from warrant exercises. Off-Balance Sheet Arrangements There have been no material changes in our off-balance sheet arrangements as discussed in our Annual Report. Critical Accounting Policies and Significant Management Estimates We prepare our financial statements in accordance with GAAP. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, as well as the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management team. We refer to estimates, assumptions and judgments of this type as our critical accounting policies and estimates, which we discussed in our Annual Report. We review our critical accounting policies and estimates with the audit committee of our board of directors on an annual basis. There have been no material changes in our critical accounting policies from those disclosed in our 2024 From 10-K, except as described below: 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. Pursuant to 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. Substanially all of the business activity of Yorkville America is conducted on behalf of TMTG. We determined this represented a variable interest in Yorkville America. We do not maintain any equity ownership in Yorkville America. 41 Table of Contents 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 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. We have not provided any guarantees related to Yorkville America and no creditors of Yorkville America have recourse to the general credit of TMTG. Restricted cash Restricted cash consists of cash equivalents held as collateral with the Collateral Agent to our Notes. Investments 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. 42 Table of Contents Options 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 incur. 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. Recent Accounting Pronouncements For information regarding recent accounting pronouncements, see Note 2 to our condensed consolidated financial statements.