Trump Media & Technology Group Corp.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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25400Q105
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(CUSIP Number)
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April 26, 2024
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(Date of Event which Requires Filing of this Statement)
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* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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CUSIP No. 25400Q105
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13D
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Page 2 of 6
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1
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NAMES OF REPORTING PERSONS
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Donald J. Trump
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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114,750,000
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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114,750,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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114,750,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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64.9%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(1) |
Calculated based on 176,700,583 shares of Common Stock outstanding on April 30, 2024.
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CUSIP No. 25400Q105
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13D
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Page 3 of 6
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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CUSIP No. 25400Q105
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13D
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Page 4 of 6
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• |
In the event that the dollar volume-weighted average price (“VWAP”) of the Common Stock equals or exceeds $12.50 per share for twenty (20) out of any thirty (30) trading
days during the period beginning on the Closing Date and ending on the 18-month anniversary of the Closing Date, the Reporting Person will be entitled to receive an additional 13,500,000 Earnout Shares (“Performance
Criterion I”).
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• |
In the event that the VWAP of the Common Stock equals or exceeds $15.00 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the second
anniversary of the Closing Date, the Reporting Person will be entitled to receive an additional 13,500,000 Earnout Shares (“Performance Criterion II”).
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• |
In the event that the VWAP of the Common Stock equals or exceeds $17.50 per share for twenty (20) out of any thirty (30) trading days during the period beginning on the Closing Date and ending on the third
anniversary of the Closing Date, the Reporting Person will be entitled to receive an additional 9,000,000 Earnout Shares (“Performance Criterion III,” and together with Performance Criterion I and
Performance Criterion II, the “Performance Criteria”)).
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Item 4. |
Purpose of the Transaction
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CUSIP No. 25400Q105
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13D
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Page 5 of 6
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, August 8, 2023, and September 29, 2023 by and among Digital World Acquisition Corp., DWAC Merger Sub
Inc. and Trump Media & Technology Group Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on April 1, 2024).
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Lock-Up Agreement, dated as of March 25, 2024, by and among Digital World Acquisition Corp., Eric Swider, and President Trump.
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CUSIP No. 25400Q105
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13D
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Page 6 of 6
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Dated: April 30, 2024 | |||
By:
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/s/ Donald J. Trump, by Jonathan Talcott
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pursuant to Power of Attorney
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Donald J. Trump
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If to the Purchaser CEO Representative, to:
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Eric Swider
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3109 Grand Ave #450
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Miami, FL 33133
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Attn: Eric Swider
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Telephone No.: (305) 735-1517
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Email: ericswider@dwacspac.com
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If to the Purchaser at or prior to the Closing, to:
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With a copy (which shall not constitute notice) to:
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Digital World Acquisition Corp.
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Paul Hastings LLP
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3109 Grand Ave., #450
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2050 M Street NW
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Miami, Florida 33133
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Washington, DC 20036
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Attn: Eric Swider, CEO
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Attn: Brandon J. Bortner, Esq.
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Telephone No.: (305) 735-1517
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Email: eswider@dwacspac.com
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Telephone No.: (202) 551-1840
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Email: brandonbortner@paulhastings.com
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If to the Purchaser after the Closing, to:
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With copies to (which shall not constitute notice):
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Trump Media & Technology Group Corp.
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Nelson Mullins Riley & Scarborough LLP
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401 N. Cattlemen Rd., Ste. 200
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101 Constitution Ave NW
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Sarasota, Florida 34232
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Ste 176
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Attn: General Counsel
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Washington, DC 20001
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Attn: Jonathan H. Talcott, Esq.
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Telephone No.: (202) 689-2806
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and
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Email: jon.talcott@nelsonmullins.com
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and
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the Purchaser CEO Representative
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Paul Hastings LLP
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2050 M Street NW
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Washington, DC 20036
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Attn: Brandon J. Bortner, Esq.
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Telephone No.: (202) 551-1840
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Email: brandonbortner@paulhastings.com
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Purchaser:
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DIGITAL WORLD ACQUISITION CORP.
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By: /s/ Eric Swider
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Name: Eric Swider
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Title: CEO
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The Purchaser CEO Representative:
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ERIC SWIDER, solely in the capacity as the Purchaser CEO Representative
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By: /s/ Eric Swider
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Name: Eric Swider
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Holder:
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Name of Holder: Donald J. Trump
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By: /s/ Donald J. Trump
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Name: Donald Trump
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Number of Shares and Type of Company Stock and/ Company Convertible Securities:
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Company Stock: 90,000,000
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Company Convertible Securities: 0
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Address for Notice:
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Address:
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1100 S. Ocean Blvd.
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Palm Beach, FL
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Attn: Alan Garten
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Alan.Garten@trumporg.com
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