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Trump Media & Technology Group Corp.: Form 8-K

Trump Media & Technology Group Corp. sent a letter to Nasdaq, Inc. regarding suspected short selling activity.

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4K views5 pages

Trump Media & Technology Group Corp.: Form 8-K

Trump Media & Technology Group Corp. sent a letter to Nasdaq, Inc. regarding suspected short selling activity.

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FOX Business
Copyright
© © All Rights Reserved
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2024

Trump Media & Technology Group Corp.


(Exact name of registrant as specified in its charter)

Delaware 001-40779 85-4293042


(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

401 N. Cattlemen Rd., Ste. 200


Sarasota, Florida 34232
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (941) 735-7346

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Trading Name of Each Exchange
Title of Each Class Symbol(s) on Which Registered
Common stock, par value $0.0001 per share DJT The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share common DJTWW The Nasdaq Stock Market LLC
stock at an exercise price of $11.50

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company X

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.

On April 18, 2024, Trump Media & Technology Group Corp. (the "Company”) sent a letter to Nasdaq, Inc. regarding suspected short selling activity in the
shares of the Company. A copy of the letter is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed "filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specificreference
in such filing.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
No. Description of Exhibits
99.1 Trump Media & Technology Group Corp. Letter to Nasdaq, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Trump Media & Technology Group Corp.

Dated: April 18, 2024 By: /s/ Scott Glabe


Name: Scott Glabe
Title: General Counsel
Exhibit 99.1

Sarasota, FL 34232

April 18, 2024

Adena T. Friedman
Chair and Chief Executive Officer
Nasdaq, Inc.
Via Electronic Mail

Dear Ms. Friedman,

I write to bring your attention to potential market manipulation of the stock of Trump Media & Technology Group Corp. ("TMTG”), which operates the Truth Social platform and
has traded on the Nasdaq Stock Market under the ticker "DJT” since March 26, 2024.

As you know, "naked” short selling—selling shares of a stock without first borrowing the shares of stock deemed difficult to locate—is generally illegal pursuant to Securities and
Exchange Commission ("SEC”) Regulation SHO. As of April 17, 2024, DJT appears on Nasdaq’s "Reg SHO threshold list,”1 which is indicative of unlawful trading activity. This is
particularly troubling given that "naked” short selling often entails sophisticated market participants profiting at the expense of retail investors.

Reports indicate that, as of April 3, 2024, DJT was "by far” "the most expensive U.S. stock to short,” meaning that brokers have a significant financial incentive to lend non-existent
shares.2 Data made available to us indicate that just four market participants have been responsible for over 60% of the extraordinary volume of DJT shares traded: Citadel
Securities, VIRTU Americas, G1 Execution Services, and Jane Street Capital.

In light of the foregoing, and Nasdaq’s obligation and commitment to protect the interests of retail investors,3 please advise what steps you can take to foster transparency and
compliance by ensuring market makers are adhering to Reg SHO, requiring brokers to disclose their "Net Short” positions, and preventing the lending of shares that do not exist.

TMTG looks forward to assisting your efforts.

Sincerely,

Devin Nunes
Chief Executive Officer

1 https://www.nasdaqtrader.com/trader.aspx?id=regshothreshold
2 https://www.cnbc.com/2024/04/03/trump-media-is-the-most-expensive-us-stock-to-short-by-far.html
3 https://www.nasdaqtrader.com/content/productsservices/Trading/EquitiesRetailOfferingOverview.pdf

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