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Most people aren’t going to read an S1 filing. This is what’s most relevant. ”” Primary Issuance of Common Stock
Shares of Common Stock offered by us
Up to 14,375,000 shares of Common Stock that are issuable upon the exercise of the Public Warrants.
Resale of Common Stock and Warrants
Shares of Common Stock offered by the Selling Securityholders
We are registering the resale by the Selling Securityholders named in this prospectus, or their permitted transferees, an aggregate of 146,108,680 shares of Common Stock, consisting of:
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1,133,484 Placement Shares;
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Up to 14,316,050 Founder and Anchor Investors Shares;
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744,020 Conversion Shares;
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965,125 DWAC Compensation Shares;
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690,000 TMTG Compensation Shares;
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6,250,000 Alternative Financing Shares;
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7,116,251 Private Warrant Shares;
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143,750 Representative Shares; and
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114,750,000 President Trump Shares.
In addition, we are registering 14,375,000 shares of Common Stock issuable upon exercise of the Public Warrants that were previously registered.
Warrants offered by the Selling Warrant Holders
Up to 4,061,251 Warrants, consisting of:
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566,742 Placement Warrants;
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Up to 369,509 Convertible Note Post IPO Warrants; and
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Up to 3,125,000 Alternative Financing Notes Post IPO Warrants.
Exercise price of Warrants
$11.50 per share, subject to adjustment as described herein.
Redemption
The Warrants are redeemable in certain circumstances. See "Description of Securities — Warrants” for further discussion.
Shares of Common Stock outstanding assuming exercise of all Warrants and the issuance of the Alternative Financing Shares
204,441,834 shares of Common Stock (based on total shares outstanding as of June 10, 2024), consisting of 176,700,583 shares of Common Stock outstanding (excluding shares of Common Stock being held in escrow pending a resolution of a dispute with certain stockholders that may result in the release of up to 4,667,033 shares of Common Stock), 6,250,000
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TABLE OF CONTENTS
Alternative Financing Shares, 7,116,251 Private Warrant Shares and 14,375,000 shares of Common Stock offered by us.
Terms of the Offering
The Selling Securityholders will determine when and how they will dispose of the shares of Common Stock registered for resale under this prospectus.
Use of Proceeds
We will not receive any of the proceeds from such sales of the shares of Common Stock or Warrants, except with respect to amounts received by us upon exercise of the Warrants for cash. We will receive up to an aggregate of approximately $247.1 million from the exercise of the Warrants. We believe the likelihood that warrant holders will exercise their Warrants and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our shares of Common Stock. If the trading price for our shares of Common Stock continues to be over $11.50 per share, we believe holders of Warrants will likely exercise these Warrants. We expect to use the net proceeds from the exercise of the Warrants to execute our business plan, including for working capital, possible acquisitions and other general corporate purposes. Notwithstanding the foregoing, the Warrants may be exercised on a "cashless basis” rather than for cash. To the extent the Warrants are exercised on a "cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease. See "Description of Securities — Warrants” for further discussion.
Lock-Up Restrictions
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable Lock-up Periods. See "Relationships and Related Party Transactions” for further discussion.
Market for Common Stock and Warrants
Our shares of Common Stock and Warrants are currently traded on Nasdaq under the symbols "DJT” and "DJTWW”, respectively. On June 4, 2024, the closing price of our Common Stock was $45.49 per share and the closing price of our Warrants was $26.35 per Public Warrant.
Risk Factors
Before investing in our securities, you should carefully read and consider the information set forth in "Risk Factors” beginning on page 15.
