2024 Q1 Form 10-K Financial Statement

#000114036124017011 Filed on April 01, 2024

View on sec.gov

Income Statement

Balance Sheet

Cashflow Statement

Facts In Submission

Frame	Concept Type	Concept / XBRL Key	Value	Unit
CY2023	dei	Amendment Flag AmendmentFlag	false
CY2023	dei	Current Fiscal Year End Date CurrentFiscalYearEndDate	--12-31
CY2023	dei	Document Fiscal Year Focus DocumentFiscalYearFocus	2023
CY2023	dei	Document Fiscal Period Focus DocumentFiscalPeriodFocus	FY
CY2023	dei	Entity Central Index Key EntityCentralIndexKey	0001849635
CY2023Q4	us-gaap	Other Liability Current Related Party Type Extensible Enumeration OtherLiabilityCurrentRelatedPartyTypeExtensibleEnumeration	http://fasb.org/us-gaap/2023#RelatedPartyMember
CY2022Q4	us-gaap	Other Liability Current Related Party Type Extensible Enumeration OtherLiabilityCurrentRelatedPartyTypeExtensibleEnumeration	http://fasb.org/us-gaap/2023#RelatedPartyMember
CY2023	dei	Auditor Firm AuditorFirmId	3686
CY2023Q4	us-gaap	Commitments And Contingencies CommitmentsAndContingencies
CY2022Q4	us-gaap	Commitments And Contingencies CommitmentsAndContingencies
CY2023Q4	us-gaap	Preferred Stock Value PreferredStockValue
CY2022Q4	us-gaap	Preferred Stock Value PreferredStockValue
CY2023	dei	Document Type DocumentType	10-K
CY2023	dei	Document Annual Report DocumentAnnualReport	true
CY2023	dei	Document Period End Date DocumentPeriodEndDate	2023-12-31
CY2023	dei	Document Transition Report DocumentTransitionReport	false
CY2023	dei	Entity File Number EntityFileNumber	001-40779
CY2023	dei	Entity Registrant Name EntityRegistrantName	Trump Media & Technology Group Corp.
CY2023	dei	Entity Incorporation State Country Code EntityIncorporationStateCountryCode	DE
CY2023	dei	Entity Tax Identification Number EntityTaxIdentificationNumber	85-4293042
CY2023	dei	Entity Address Address Line1 EntityAddressAddressLine1	401 N. Cattlemen Rd.
CY2023	dei	Entity Address Address Line2 EntityAddressAddressLine2	Ste. 200
CY2023	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	34232
CY2023	dei	Entity Address City Or Town EntityAddressCityOrTown	Sarasota
CY2023	dei	Entity Address State Or Province EntityAddressStateOrProvince	FL
CY2023	dei	City Area Code CityAreaCode	941
CY2023	dei	Local Phone Number LocalPhoneNumber	735-7346
CY2023	dei	Entity Well Known Seasoned Issuer EntityWellKnownSeasonedIssuer	No
CY2023	dei	Entity Voluntary Filers EntityVoluntaryFilers	No
CY2023	dei	Entity Current Reporting Status EntityCurrentReportingStatus	Yes
CY2023	dei	Entity Interactive Data Current EntityInteractiveDataCurrent	Yes
CY2023	dei	Entity Filer Category EntityFilerCategory	Non-accelerated Filer
CY2023	dei	Entity Small Business EntitySmallBusiness	true
CY2023	dei	Entity Emerging Growth Company EntityEmergingGrowthCompany	true
CY2023	dei	Entity Ex Transition Period EntityExTransitionPeriod	false
CY2023	dei	Icfr Auditor Attestation Flag IcfrAuditorAttestationFlag	false
CY2023	dei	Document Fin Stmt Error Correction Flag DocumentFinStmtErrorCorrectionFlag	false
CY2023	dei	Entity Shell Company EntityShellCompany	false
CY2023Q2	dei	Entity Public Float EntityPublicFloat	361000000
CY2024Q1	dei	Entity Common Stock Shares Outstanding EntityCommonStockSharesOutstanding	136700583
CY2023Q4	ecd	Non Rule10b51 Arr Trmntd Flag NonRule10b51ArrTrmntdFlag	false
CY2023Q4	ecd	Rule10b51 Arr Trmntd Flag Rule10b51ArrTrmntdFlag	false
CY2023Q4	ecd	Non Rule10b51 Arr Adopted Flag NonRule10b51ArrAdoptedFlag	false
CY2023Q4	ecd	Rule10b51 Arr Adopted Flag Rule10b51ArrAdoptedFlag	false
CY2023	dei	Auditor Name AuditorName	Adeptus Partners, LLC
CY2023	dei	Auditor Location AuditorLocation	Ocean, New Jersey
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	395011
CY2022Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	989
CY2023Q4	us-gaap	Prepaid Expense Current PrepaidExpenseCurrent	0
CY2022Q4	us-gaap	Prepaid Expense Current PrepaidExpenseCurrent	168350
CY2023Q4	us-gaap	Assets Current AssetsCurrent	395011
CY2022Q4	us-gaap	Assets Current AssetsCurrent	169339
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	310623083
CY2022Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	300330651
CY2023Q4	us-gaap	Assets Assets	311018094
CY2022Q4	us-gaap	Assets Assets	300499990
CY2023Q4	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	47104743
CY2022Q4	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	18054912
CY2023Q4	us-gaap	Notes Payable Current NotesPayableCurrent	3883945
CY2022Q4	us-gaap	Notes Payable Current NotesPayableCurrent	2875000
CY2023Q4	us-gaap	Accrued Professional Fees Current AccruedProfessionalFeesCurrent	500000
CY2022Q4	us-gaap	Accrued Professional Fees Current AccruedProfessionalFeesCurrent	0
CY2023Q4	us-gaap	Accrued Income Taxes AccruedIncomeTaxes	1790081
CY2022Q4	us-gaap	Accrued Income Taxes AccruedIncomeTaxes	979475
CY2023Q4	djt	Franchise Tax Payable FranchiseTaxPayable	458226
CY2022Q4	djt	Franchise Tax Payable FranchiseTaxPayable	400000
CY2023Q4	us-gaap	Other Liabilities Current OtherLiabilitiesCurrent	2398700
CY2022Q4	us-gaap	Other Liabilities Current OtherLiabilitiesCurrent	625700
CY2023Q4	djt	Advances Due To Related Parties Current AdvancesDueToRelatedPartiesCurrent	41000
CY2022Q4	djt	Advances Due To Related Parties Current AdvancesDueToRelatedPartiesCurrent	525835
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	56176695
CY2022Q4	us-gaap	Liabilities Current LiabilitiesCurrent	23460922
CY2023Q4	djt	Deferred Offering Costs Noncurrent DeferredOfferingCostsNoncurrent	10062500
CY2022Q4	djt	Deferred Offering Costs Noncurrent DeferredOfferingCostsNoncurrent	10062500
CY2023Q4	us-gaap	Liabilities Liabilities	66239195
CY2022Q4	us-gaap	Liabilities Liabilities	33523422
CY2023Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	308645005
CY2022Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	298951176
CY2022Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2022Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000
CY2023Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0
CY2022Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued	0
CY2022Q4	us-gaap	Preferred Stock Shares Outstanding PreferredStockSharesOutstanding	0
CY2023Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0
CY2022Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital	0
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-63866949
CY2022Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-31975454
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-63866106
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-31974608
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	311018094
CY2022Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	300499990
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-31974608
CY2023	us-gaap	Net Income Loss NetIncomeLoss	-21890641
CY2023	us-gaap	Stock Issued During Period Value Share Based Compensation Forfeited StockIssuedDuringPeriodValueShareBasedCompensationForfeited	0
CY2023	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	10000857
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-63866106
CY2021Q4	us-gaap	Stockholders Equity StockholdersEquity	-10571968
CY2022	us-gaap	Net Income Loss NetIncomeLoss	-15642548
CY2022	us-gaap	Temporary Equity Accretion To Redemption Value Adjustment TemporaryEquityAccretionToRedemptionValueAdjustment	5760092
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-31974608
CY2023	djt	Payments For Redemption Of Temporary Equity PaymentsForRedemptionOfTemporaryEquity	3
CY2022	djt	Payments For Redemption Of Temporary Equity PaymentsForRedemptionOfTemporaryEquity	0
CY2023	us-gaap	Nature Of Operations NatureOfOperations	<div style="color: rgb(35, 31, 32); font-weight: bold; font-family: 'Times New Roman'; font-size: 10pt;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Digital World Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector. </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">As of December 31, 2023, the Company had not yet commenced operations. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The registration statement for the Company’s Initial Public Offering was declared effective on September 2,  2021 (the “Registration Statement”). On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, and incurred offering costs of $23,566,497, consisting of deferred underwriting commissions of $10,062,500 (see Note 4), fair value of the representative shares (as defined in Note 8) of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other offering costs of $4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $11,334,840, which is described in Note 5.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Following the closing of the Initial Public Offering on September 8, 2021, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law).</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The Sponsor and the Company’s officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">In connection with the special meeting of stockholders, stockholders holding 5,658 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $58,916 (approximately $10.41 per share) was removed from the Company’s trust account to pay such holders.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 to March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023.</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on August 9, 2023 or the Company’s Amendment Number 1 to the Form S-4 Registration Statement filed with the SEC on November 13, 2023.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board (the “Extension Amendment Proposal”).</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, $307,028 (approximately $10.68 per share) was removed from the Company’s Trust Account to pay such holders.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The Company has until September 8, 2024, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than <span style="-sec-ix-hidden:Fact_b25797f16dec47d88f109a2e2a5a8422">five</span> business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.45.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Going Concern Consideration</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until September 8, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">the outcome of these uncertainties.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Proposed Business Combination</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, on August 9, 2023, and on September 29, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media &amp; Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and Private TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly- owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG Common Stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG Common Stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media &amp; Technology Group Corp.”</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Common Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $875,000,000, subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes. The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">As part of the Merger Consideration, the Company will create a new class of common stock (the “High Vote Common Stock”) to be issued to former President Donald J. Trump (“Company Principal”) that will have the same voting, dividend, liquidation and other rights as one share of the Company’s Class A common stock, except that each share of High Vote Common Stock will entitle its holder to a number of votes equal to the greater of (i) one vote and (ii) the number of votes that would cause the aggregate number of shares issued to the Company Principal as consideration in the Merger (excluding any Earnout Shares) to represent 55% of the voting power (to the maximum extent permitted by the rules and regulations of Nasdaq and applicable law, following the reasonable best efforts of the Company to obtain any necessary approvals) of (A) all shares of the Company’s common stock entitled to vote on the election of directors as of immediately following the Closing plus (B) the maximum number of shares of the Company’s common stock issuable upon the conversion of all convertible preferred stock or other convertible securities of the Company (if any) outstanding or with respect to which purchase agreements are in effect at Closing. The shares of High Vote Common Stock will vote together with all other shares of the Company’s common stock on all matters put to a vote of the Company’s stockholders, entitled to vote on the election of directors as of immediately following closing of the merger and all other matters put to a vote of the Company’s stockholders. Each TMTG convertible note that is issued and outstanding immediately prior to the Effective Time will convert immediately prior to the Effective Time into a number of shares of TMTG Common Stock in accordance with the terms of each note.</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">In addition to the Merger Consideration set forth above, the TMTG Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of the Company’s common stock (the “Earnout Shares”) after the Closing based on the price performance of the Company’s common stock during the three (3) year period following the Closing (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows:</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 15pt; vertical-align: top; color: rgb(35, 31, 32);"><span style="font-family: Times New Roman">●</span></td> <td style="width: auto; vertical-align: top;"> <div style="color: rgb(35, 31, 32);">if the dollar volume-weighted average price (“VWAP”) of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares;</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 15pt; vertical-align: top; color: rgb(35, 31, 32);"><span style="font-family: Times New Roman">●</span></td> <td style="width: auto; vertical-align: top;"> <div style="color: rgb(35, 31, 32);">if the VWAP of the Company’s common stock equals or exceeds $15.00 per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 15,000,000 Earnout Shares; and</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <table cellpadding="0" cellspacing="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;"> <tr> <td style="width: 18pt;"><br/> </td> <td style="width: 15pt; vertical-align: top; color: rgb(35, 31, 32);"><span style="font-family: Times New Roman">●</span></td> <td style="width: auto; vertical-align: top;"> <div style="color: rgb(35, 31, 32);">if the VWAP of the Company’s common stock equals or exceeds $17.50 per share for any 20 trading days within any 30 trading day period, the Company shall issue to the TMTG Stockholders an aggregate of 10,000,000 Earnout Shares.</div> </td> </tr> </table> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">If there is a final determination that the TMTG Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the TMTG Stockholders. The number of shares of the Company’s common stock constituting any earnout payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing.</div> <div><br/></div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $1,000 per share of Preferred Stock, for an aggregate commitment of $1,000,000,000 in a private placement (the “PIPE”) that was originally intended to be consummated concurrently with the Transactions. The closing of the PIPE was conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPAs. Pursuant to the SPAs, each of the PIPE Investors had the right to terminate its respective SPA, among other things, if the closing of the PIPE had not occurred on or prior to September 20, 2022. The PIPE Investment was terminated in full as of January 10, 2024. See Note 9 – Subsequent Events.</div>
CY2023	us-gaap	Use Of Estimates UseOfEstimates	<div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Use of Estimates</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.</div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;"> <br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</div>
CY2023	us-gaap	Concentration Risk Credit Risk ConcentrationRiskCreditRisk	<div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Concentration of Credit Risk</div> <div style="font-family: 'Times New Roman'; font-size: 10pt;"><br/> </div> <div style="color: rgb(35, 31, 32); font-family: 'Times New Roman'; font-size: 10pt;">Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.</div>
CY2023Q4	djt	Loss Contingency Period Of Plaintiff Allegation LossContingencyPeriodOfPlaintiffAllegation	P6M

Files In Submission

Name	View Source	Status
0001140361-24-017011-index-headers.html	Edgar Link	pending
0001140361-24-017011-index.html	Edgar Link	pending
0001140361-24-017011.txt	Edgar Link	pending
0001140361-24-017011-xbrl.zip	Edgar Link	pending
djt-20231231.xsd	Edgar Link	pending
djt-20231231_cal.xml	Edgar Link	unprocessable
djt-20231231_def.xml	Edgar Link	unprocessable
djt-20231231_lab.xml	Edgar Link	unprocessable
djt-20231231_pre.xml	Edgar Link	unprocessable
ef20025355_10k.htm	Edgar Link	pending
ef20025355_ex31-1.htm	Edgar Link	pending
ef20025355_ex31-2.htm	Edgar Link	pending
ef20025355_ex32-1.htm	Edgar Link	pending
ef20025355_ex32-2.htm	Edgar Link	pending
ef20025355_ex4-4.htm	Edgar Link	pending
ef20025355_ex97.htm	Edgar Link	pending
Financial_Report.xlsx	Edgar Link	pending
MetaLinks.json	Edgar Link	pending
R1.htm	Edgar Link	pending
R10.htm	Edgar Link	pending
R11.htm	Edgar Link	pending
R12.htm	Edgar Link	pending
R13.htm	Edgar Link	pending
R14.htm	Edgar Link	pending
R15.htm	Edgar Link	pending
R16.htm	Edgar Link	pending
R17.htm	Edgar Link	pending
R18.htm	Edgar Link	pending
R19.htm	Edgar Link	pending
R2.htm	Edgar Link	pending
R20.htm	Edgar Link	pending
R21.htm	Edgar Link	pending
R22.htm	Edgar Link	pending
R23.htm	Edgar Link	pending
R24.htm	Edgar Link	pending
R25.htm	Edgar Link	pending
R26.htm	Edgar Link	pending
R27.htm	Edgar Link	pending
R28.htm	Edgar Link	pending
R29.htm	Edgar Link	pending
R3.htm	Edgar Link	pending
R30.htm	Edgar Link	pending
R31.htm	Edgar Link	pending
R32.htm	Edgar Link	pending
R33.htm	Edgar Link	pending
R34.htm	Edgar Link	pending
R35.htm	Edgar Link	pending
R36.htm	Edgar Link	pending
R4.htm	Edgar Link	pending
R5.htm	Edgar Link	pending
R6.htm	Edgar Link	pending
R7.htm	Edgar Link	pending
R8.htm	Edgar Link	pending
R9.htm	Edgar Link	pending
report.css	Edgar Link	pending
Show.js	Edgar Link	pending
ef20025355_10k_htm.xml	Edgar Link	completed
FilingSummary.xml	Edgar Link	unprocessable