0001474506-24-000118.txt : 20240328 0001474506-24-000118.hdr.sgml : 20240328 20240328185616 ACCESSION NUMBER: 0001474506-24-000118 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240325 FILED AS OF DATE: 20240328 DATE AS OF CHANGE: 20240328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRUMP DONALD J CENTRAL INDEX KEY: 0000947033 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40779 FILM NUMBER: 24801256 MAIL ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Trump Media & Technology Group Corp. CENTRAL INDEX KEY: 0001849635 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology IRS NUMBER: 854293042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 N. CATTLEMEN RD. STREET 2: STE. 200 CITY: SARASOTA STATE: FL ZIP: 34232 BUSINESS PHONE: (941) 735-7346 MAIL ADDRESS: STREET 1: 401 N. CATTLEMEN RD. STREET 2: STE. 200 CITY: SARASOTA STATE: FL ZIP: 34232 FORMER COMPANY: FORMER CONFORMED NAME: Digital World Acquisition Corp. DATE OF NAME CHANGE: 20210305 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2024-03-25 0 0001849635 Trump Media & Technology Group Corp. DJT 0000947033 TRUMP DONALD J 401 N. CATTLEMEN RD. SUITE 200 SARASOTA FL 34232 0 0 1 0 Common Stock, par value $0.0001 per share 78750000 D Right to receive Earnout Shares Common Stock, par value $0.0001 per share 36000000 D Reflects the issuance by Trump Media & Technology Group Corp. (f/k/a Digital World Acquisition Corp.) (the "Issuer") on March 25, 2024, of 78,750,000 shares of Common Stock pursuant to an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, the Second Amendment to Agreement and Plan of Merger, dated August 9, 2023, the Third Amendment to Agreement and Plan of Merger, dated September 29, 2023, the "Merger Agreement"), among the Issuer, DWAC Merger Sub Inc., a Delaware corporation, Trump Media & Technology Group Corp., a Delaware corporation, and the representative parties thereto. On March 25, 2024, the Reporting Person became entitled to receive 36,000,000 shares of Issuer's Common Stock (the "Earnout Shares") pursuant to an "earnout" provision in the Merger Agreement, in the event that the metrics described in the following footnotes are satisfied during the three-year period following the closing (the "Closing Date") contemplated in the Merger Agreement. 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 13,500,000 Earnout Shares. 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. 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. By: /s/ Nelson Mullins Riley & Scarborough LLP, Attorney-in-Fact 2024-03-28 EX-24 2 dtrumppoa.txt POWER OF ATTORNEY POWER OF ATTORNEY Know all by these present, that the undersigned, Donald J. Trump, having a business address of 400 N. Cattlemen Rd. Suite 200, Sarasota, Florida 34232, and a business telephone number of +1 (941) 735-7346, hereby constitutes and appoints Michael D. Bryan, Esq., Ethan Rosenfeld, Esq., and Ana Garcia Bodan, Esq., or either of them singly, and any other employee of Nelson Mullins Riley & Scarborough LLP ("NMRS"), as the undersigned's true and lawful attorney-in-fact for the following limited purposes: (1) to file for and on behalf of the undersigned the U.S. Securities and Exchange Commission (the "SEC") Form ID Application in order to obtain EDGAR filing codes and to file Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and any and all amendments thereto and other documents in connection therewith; (2) to do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form ID, Form 3, Form 4, or Form 5, any and all amendments thereto and any other documents in connection therewith; and (3) to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in- fact, in serving in such capacity at the request of the undersigned, is not assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1933, as amended (the "1933 Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act"). This Power of Attorney will remain in full force and effect until the undersigned is no longer required by the 1933 Act or the 1934 Act to file ongoing disclosures with the SEC. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22 day of March, 2024. ____/s/ Donald J. Trump__________ Donald J. Trump