Trump Media & Technology Group and TAE Technologies File Form S-4 Registration Statement for Proposed Merger

The proposed combination would pair TMTG’s balance sheet with TAE’s applied research and technologies developed over nearly 30 years.

Rhea-AI Summary

Trump Media & Technology Group (DJT) and TAE Technologies filed a Form S-4 registration statement for their proposed all-stock merger. The companies entered into the merger agreement on December 18, 2025. Upon completion, TMTG shareholders and TAE stockholders would each own approximately 50% of the combined publicly traded enterprise on a fully diluted basis, accounting for potential additional shares.

TMTG says the combination would support TAE’s development of commercial fusion power and diversify its business into new technology sectors. TAE is commercializing technologies through its Fusion, Power Solutions and Life Sciences units. The registration statement includes a preliminary TMTG proxy statement, a prospectus and a TAE consent solicitation statement. It has not yet become effective; merger securities cannot be sold or purchase offers accepted before SEC effectiveness.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.The all-stock merger agreement signed December 18, 2025, would combine TMTG with TAE Technologies.
• Minor point. Forward-looking: it has not happened yet and may not happen.TMTG plans to diversify into new technology sectors and support TAE’s commercial fusion development through the merger.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.TMTG shareholders would own approximately 50% of the combined enterprise on a fully diluted basis, reducing their ownership share.
• Moderate pointThe registration statement is not yet effective; merger securities sales require SEC effectiveness.

Key Figures

Ownership split: Approximately 50% each

Ownership split

Approximately 50% each

TMTG shareholders and TAE stockholders, fully diluted basis

Previous Acquisition Reports

2 past events · Latest: Jun 10

Same Type 2 events

1. Jun 10

   Merger update

   24h Move

   -4.5%

   Reaffirmed the TAE merger target for Q4 2026 and ended spin-off discussions.

2. Dec 18

   Merger agreement

   24h Move

   +41.9%

   Agreed to an all-stock merger, with each company's holders allocated roughly half of combined ownership.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form s-4, proxy statement, prospectus, consent solicitation statement, +1 more

5 terms

form s-4 regulatory

"registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

proxy statement regulatory

"a preliminary proxy statement of TMTG"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

View in glossary

prospectus regulatory

"a prospectus of TMTG"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

consent solicitation statement regulatory

"a consent solicitation statement of TAE"

A consent solicitation statement is a formal communication from a company asking shareholders to sign and return written approval for a specific corporate action instead of voting at a meeting. Think of it like a petition dropped at your door asking you to agree to a change; for investors it signals an attempt to speed up decisions or change control, and it can directly affect the company’s governance, strategy and share value.

fully diluted basis financial

"each owning approximately 50% of the enterprise on a fully diluted basis"

A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filing Advances Previously Announced All-Stock Combination to Support TAE’s Continued Development and Commercialization of Advanced Technologies

Combined Company Would Be One of the World’s First Publicly Traded Companies Developing Commercial Fusion Energy

SARASOTA, Fla. and FOOTHILL RANCH, Calif., Sept. 30, 2026 (GLOBE NEWSWIRE) -- Trump Media & Technology Group Corp. (“TMTG”) (Nasdaq: “DJT”; NYSE Texas: “DJT”) and TAE Technologies, Inc. (“TAE”), an innovator in advanced technology across fusion energy, power management and cancer therapy, announced the filing today of a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the companies’ previously announced merger.

On December 18, 2025, TMTG and TAE entered into an Agreement and Plan of Merger (the “Merger”) providing for an all-stock business combination. Once completed, the combined company will be publicly traded, with TMTG shareholders and TAE stockholders each owning approximately 50% of the enterprise on a fully diluted basis.

The combination will pair TMTG’s balance sheet with TAE’s applied research and advantaged technologies, developed over nearly 30 years. TAE is now bringing these technologies to the marketplace, commercializing its portfolio through three distinct but synergistic business units, Fusion, Power Solutions, and Life Sciences, while maintaining its focus on developing new technology solutions.

Upon closing, TAE will continue to address growing demand for reliable, abundant, and affordable electricity, including the power and power management needed to support advancements in artificial intelligence. The combination is consistent with TMTG’s mission of diversifying into new, critically important sectors through transformative technology investments with the potential to create significant long-term value.

“With TAE, we see a differentiated, balanced risk profile with attractive growth opportunities,” said Kevin McGurn, Interim Chief Executive Officer of TMTG. “Today’s filing is a key step toward closing this merger and providing capital to fund TAE’s development of commercial fusion power.”

Michl Binderbauer, Chief Executive Officer and Chief Technology Officer of TAE Technologies, said “TMTG has been a strong supporter in our effort to commercialize our technologies. Over three decades, we’ve relentlessly pursued some of the most challenging scientific and engineering problems known to humankind, which has produced cutting-edge technology that we are commercializing today.”

The Registration Statement includes a preliminary proxy statement of TMTG, a prospectus of TMTG, and a consent solicitation statement of TAE. It has not yet become effective, and the securities to be issued in the Merger may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.

About Trump Media & Technology Group Corp.

The mission of Trump Media is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. Trump Media operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations; Truth+, a TV streaming platform focusing on family friendly live TV channels and on-demand content; and Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.

About TAE Technologies, Inc.

Founded in 1998, TAE Technologies’ mission is to develop and commercialize advanced technologies that solve the world’s most difficult scientific and engineering challenges. TAE’s north star is to deliver reliable, abundant, and clean fusion technology as a cost-competitive component of the future global energy supply. Fusion development serves as a forcing function, requiring TAE to develop technologies across a broad and deep spectrum of highly technical fields, with various commercial applications, including power solutions and life sciences. TAE’s Power Solutions (“TPS”) business unit applies fusion-derived, microsecond-scale power control to the challenges created by highly dynamic AI compute loads, through its flagship offering, TAE PowerFabric™. TAE’s Life Sciences (“TLS”) business unit set out to leverage TAE Technologies’ proprietary fusion-derived particle accelerator technology to achieve a step change in radiation therapy, improve the lives of patients and combat difficult-to-treat cancers using biologically-targeted boron neutron capture therapy (“BNCT”). For more information, visit tae.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the proposed Merger between TMTG and TAE, the anticipated timing and benefits of the transaction, TMTG’s and TAE’s future business plans, and TAE’s development and commercialization of fusion energy technology, including the Da Vinci prototype power plant. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the Merger may not be completed on the anticipated timeline or at all, including as a result of a failure to obtain required shareholder, stockholder or regulatory approvals or satisfy other closing conditions; the possibility that anticipated benefits of the Merger may not be realized; the significant capital required to develop and commercialize TAE’s fusion technology; the risk that TAE may be unable to successfully develop or commercialize a viable fusion reactor on its expected timeline or at all; and other risks and uncertainties described in TMTG’s filings with the SEC, including the Registration Statement and the risk factors described therein. TMTG and TAE undertake no obligation to update any forward-looking statements, except as required by law.

Important Information for Shareholders and Where to Find It

In connection with the proposed Merger, TMTG has filed the Registration Statement with the SEC, which includes a document that serves as a proxy statement of TMTG, a prospectus of TMTG and a consent solicitation statement of TAE (the “proxy statement/prospectus/consent solicitation statement”). The Registration Statement has not yet become effective. This press release is not a substitute for the Registration Statement, the definitive proxy statement/prospectus/consent solicitation statement or any other document that TMTG may file with the SEC in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS OF TMTG AND TAE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TMTG, TAE, THE PROPOSED MERGER AND RELATED MATTERS. Shareholders will be able to obtain, free of charge, copies of the Registration Statement and, once available, the definitive proxy statement/prospectus/consent solicitation statement and other documents filed with the SEC by TMTG through the website maintained by the SEC at www.sec.gov, or from TMTG’s investor relations website at ir.tmtgcorp.com.

Participants in the Solicitation

TMTG, TAE and their respective executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from TMTG’s shareholders with respect to the proposed transaction. Information regarding the respective executive officers and directors of TMTG and TAE is set forth in the Registration Statement and the proxy statement/prospectus/consent solicitation statement contained therein filed with the SEC on September 30, 2026. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the effective Registration Statement and other relevant materials to be filed with the SEC regarding the proposed transaction when they become available.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger and is not a substitute for the proxy statement/prospectus/consent solicitation statement or any other document that TMTG may file with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Investor Relations Contact

Shannon Devine (MZ Group | Partner - MZ North America)

Email: shannon.devine@mzgroup.us

Media Contact

press@tmtgcorp.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What would DJT shareholders own after the TAE Technologies merger?

TMTG shareholders and TAE stockholders would each own approximately 50% of the combined enterprise on a fully diluted basis if the merger is completed. The proposed transaction is an all-stock business combination under the agreement entered into on December 18, 2025.

Does the DJT and TAE Form S-4 filing mean the merger is complete?

No. The merger remains proposed, and the registration statement has not yet become effective. Securities to be issued in the merger cannot be sold, and offers to buy cannot be accepted, before the SEC declares the registration statement effective.