Correspondence 0001140361-24-030408 from Trump Media & Technology Group Corp. (DJT)
Trump Media & Technology Group Corp.
Date: June 17, 2024 · CIK: 0001849635 · Accession: 0001140361-24-030408
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278678
Referenced dates: June 17, 2024
Letter
Office of Technology Division of Corporation Finance Trump Media & Technology Group Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed June 14, 2024 File No. 333-278678
Dear Lauren Pierce and Jeffrey Kauten:
On behalf of Trump Media & Technology Group Corp., a Delaware corporation (“we” or “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 17, 2024, regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on June 14, 2024 (the “Amendment No. 2”). For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are filing Amendment No. 3 to the Company’s Registration Statement on Form S-1 with the Commission through EDGAR (the “Amendment No. 3”), which reflects the Company’s responses to the comments received by the Staff. All page references in the responses set forth below refer to page numbers in the Amendment No. 3.
Amendment No. 2 to the Registration Statement on Form S-1 filed June 14, 2024
Risk Factors
The terms of a license agreement..., page 47
1.
We note your response to prior comment 5. Please revise the header of this risk factor to clarify that the license agreement provides sole discretion to President Donald J. Trump regarding whether he must post on Truth Social before other social media platforms, and that the Company lacks any meaningful remedy if it disagrees. Please also revise the body of your risk factor to provide, as an example, the June 2024 video posts to a Company competitor platform.
Response:
The Company acknowledges the Staff’s comment and has updated its disclosure on pages 11 and 47 to Amendment No. 3.
* * * *
If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.
Thank you for your time and attention.
Sincerely,
/s/ Jonathan H. Talcott
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NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW
Jonathan H. Talcott
T 202.689.2806
jon.talcott@nelsonmullins.com
101 Constitution Avenue, NW | Suite 900
Washington, DC 20001
T 202.689.2800 F 202.689.2860
nelsonmullins.com
June 17, 2024
Via Electronic Transmission
Lauren Pierce
Jeffrey Kauten
Office of Technology
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Trump Media & Technology Group Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 14, 2024
File No. 333-278678
Dear Lauren Pierce and Jeffrey Kauten:
On behalf of Trump Media & Technology Group Corp., a Delaware corporation (“we” or “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
June 17, 2024, regarding the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on June 14, 2024 (the “Amendment No. 2”). For the Staff’s convenience, we have
repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response. Concurrently with the transmission of this letter, we are filing Amendment No. 3 to the Company’s Registration Statement on Form S-1
with the Commission through EDGAR (the “Amendment No. 3”), which reflects the Company’s responses to the comments received by the Staff. All page references in the responses set forth below refer to page
numbers in the Amendment No. 3.
Amendment No. 2 to the Registration Statement on Form S-1 filed June 14, 2024
Risk Factors
The terms of a license agreement..., page 47
1.
We note your response to prior comment 5. Please revise the header of this risk factor to clarify that the license agreement provides sole discretion to President Donald J. Trump regarding whether he must post
on Truth Social before other social media platforms, and that the Company lacks any meaningful remedy if it disagrees. Please also revise the body of your risk factor to provide, as an example, the June 2024 video posts to a Company
competitor platform.
Response:
The Company acknowledges the Staff’s comment and has updated its disclosure on pages 11 and 47 to Amendment No. 3.
* * * *
If you have any questions regarding this submission, please contact Jonathan Talcott at (202) 689-2806.
Thank you for your time and attention.
Sincerely,
/s/ Jonathan H. Talcott
Jonathan H. Talcott
Nelson Mullins Riley & Scarborough LLP
cc:
Scott Glabe, General Counsel