SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

On July 3, 2024, TMTG; WorldConnect Technologies, L.L.C. (“WCT”); WorldConnect IPTV Solutions, LLC (“Solutions”); and JedTec, L.L.C. (“JedTec”) entered into an asset acquisition agreement, pursuant to which TMTG is to acquire substantially all of the assets of WCT or its affiliate, which mainly included certain agreements, including an option agreement, dated February 5, 2024, by and between WCT, Perception Group, Inc., Perception TVCDN Ltd., and FORA, FOrum RAčunalništva, d.o.o., as amended and restated (each of the parties thereto other than WCT, collectively, “Perception”), as well as ancillary agreements related to the source code purchase and support and maintenance.  The transaction closed on August 9, 2024.  Pursuant to the asset acquisition agreement, TMTG agreed to issue to Solutions and JedTec as consideration up to 5,100,000 shares of TMTG common stock, 2,600,000 shares of which were issuable on such closing date, and 2,500,000 shares of which will be issuable upon the satisfaction of certain Milestones (as that term is defined in the asset acquisition agreement).  

On July 3, 2024, TMTG entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the SEPA, TMTG shall have the right, but not the obligation, to sell to Yorkville up to $2.5 billion of its Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of shares to Yorkville under the SEPA, and the timing of any such sales, are at TMTG’s option, and TMTG is under no obligation to sell any securities to Yorkville under the SEPA. A registration statement filed in accordance with the SEPA was declared effective by the SEC on July 15, 2024.