Trump Media (NASDAQ: DJT) plans $6B all-stock merger with fusion firm TAE
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
Trump Media & Technology Group plans an all-stock merger with TAE Technologies valued at more than $6 billion, with each company expected to own about 50% of the combined business on a fully diluted basis. The deal is targeted to close in mid-2026, subject to shareholder and regulatory approvals, and TMTG intends to register new common stock on Form S-4 for the transaction.
At the end of the third quarter of 2025, TMTG reported $3.1 billion of financial assets, and has already provided $200 million of cash to TAE, with another $100 million available upon filing the S-4. The combined company expects to fund and build TAE’s first utility-scale 50 MWe fusion power plant, Da Vinci, with target milestones of site selection and construction start in 2026, first plasma in 2029, net energy capability in 2030, and initial power operations in 2031, while continuing TMTG’s media and technology operations.
Positive
- Transformative $6B all-stock merger with TAE Technologies, giving each company approximately 50% ownership of the combined entity on a fully diluted basis.
- Large capital base, including $3.1 billion of financial assets as of Q3 2025 and $200 million already invested in TAE with an additional $100 million available upon Form S-4 filing, described as sufficient to fund the first 50 MWe fusion plant.
- Clear long-term project roadmap for the Da Vinci fusion power plant, with stated milestones from 2026 site selection and construction start through targeted fusion-generated electricity in 2031.
Negative
- Extended development timeline and execution risk, with key Da Vinci milestones spread from 2026 through 2031 and the company explicitly flagging risks around technology viability, construction delays and regulatory approvals.
- High dependence on forward-looking assumptions, as many benefits of the merger, fusion commercialization, and future power demand are contingent on factors the companies identify as uncertain, including financing conditions, regulatory outlook and market demand for nuclear energy.
Insights
DJT outlines a transformative $6B all-stock merger to pivot into fusion energy while leveraging a large cash balance.
The materials describe an all-stock merger between TMTG and TAE Technologies valued at over
TMTG reported
The filing highlights TAE’s long R&D history, five fusion reactors built, and more than 1,600 patents granted, but also lists extensive forward-looking risks, including technology viability, financing, regulatory approvals, construction delays and future market conditions. If completed, the merger would significantly change DJT’s business mix by pairing its media and technology assets with a capital-intensive, long-dated fusion energy program, so future SEC filings and milestone progress will be important for understanding how this strategy develops.
Filed by Trump Media & Technology Group Corp.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Trump Media & Technology Group Corp.
Commission File No.: 001-40779
Date: January 19, 2026
On January 19, 2026, TAE Technologies, Inc. created the following Q&A to facilitate discussions with analysts and investors.
Questions & Answers
On December 18, 2025, Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“TMTG”) and TAE Technologies, Inc. (“TAE”) announced the signing a of a definitive merger agreement to combine in an
all-stock transaction valued at more than $6 billion. Upon closing, each company will own approximately 50% of the combined entity on a fully diluted equity basis. The following Q&A was created to facilitate discussions with analysts and
investors. Additional information, including supplemental slides, can also be accessed at tmtgcorp.com and tae.com.
TRANSACTION
When is the transaction expected to close?
The transaction is expected to close in mid-2026, subject to customary closing conditions, including shareholder and regulatory approvals.
How much capital is available to advance TAE’s fusion development(s)?
At the end of the third quarter of 2025, TMTG had $3.1 B of financial assets on its balance sheet. Under the terms of the merger agreement and the convertible promissory note between TAE and TMTG, TMTG has now provided $200 M of cash to TAE
and an additional $100 M is available to TAE upon filing a Form S-4.
How does the pro forma company plan to allocate capital?
Our immediate focus is on getting the transaction closed in mid-2026. We will work with our board and management team on the right balance of capital across our valuable portfolio. We expect the pro forma company to dedicate significant
capital to advance fusion development. TMTG’s legacy businesses have been capital-lite, as disclosed in previous filings, which will allow for substantial resources to be allocated to the fusion business. Furthermore, TMTG’s board has taken
actions consistent with a commitment to supporting TAE in building one or more utility-scale fusion power plant.
What is required to site the first power plant location; specific state and federal approvals?
Key criteria include a minimum of 20 acres, with access to a primary distribution grid that can transport adequate electricity to and from the plant. We’re also looking for a close proximity to a metropolitan hub, airport and pool of local
talent, in addition to the presence of local and state governments that support energy production and fusion power and the ability to maintain sufficient security for infrastructure and personnel.
In regard to federal approvals, the commissioners of the U.S. Nuclear Regulatory Commission (“NRC”) voted unanimously in 2023 to establish fusion within Part 30 of the Atomic Energy Act (“byproduct
materials”), classifying fusion alongside particle accelerators and medical devices — and removing it from any potential classification under Part 50 (“utilization facilities”) that is used for fission.
This was a bipartisan vote for the approach, which is now in the rulemaking phase and is being drafted under the byproduct materials framework. The proposed regulation is expected to be published in coming months.
The U.S. Congress subsequently codified this overarching classification into law in the Accelerating Deployment of Versatile, Advanced Nuclear for Clean Energy (ADVANCE) Act of 2024 (Sec. 205), which should prevent any reclassification by
regulatory action (e.g. by NRC in the future) and also mitigates the risk of litigation challenges to the classification, such as under the Administrative Procedures Act.
FUSION TECHNOLOGY
What’s the difference between the most recent Norm fusion device and the commercial application/power plant?
Norm proved that TAE could develop a field-reversed configuration (“FRC”) plasma with just neutral beam injectors, simplifying the machine and providing a more economic path to commercialization. Norm Upgrade is expected to validate the 100 M
degrees Celsius milestone, which would demonstrate the “hot enough for long enough” paradigm needed to create continuous fusion conditions for net energy. Importantly, this temperature has been achieved at other facilities across the world, and
our data suggests that this milestone is readily achievable. Key design and operational features of Norm Upgrade are expected to be deployed in our first fusion power plant, Da Vinci.
How do you produce electricity from fusion? How will power be integrated into the grid?
We expect that in a TAE fusion power plant, hydrogen and boron atoms will fuse inside a stable, superhot plasma to produce energetic light that will warm the walls of the fusion machine’s plasma confinement vessel and a network of pipes
permeating this wall will help cool the machine’s interior by absorbing that heat into a working fluid and ushering it to a steam generator, leveraging conventional technology. The steam spins a turbine that then drives an electric generator,
similar to what happens in operating power plants today. TAE’s unique fusion core is expected to supply a superior and pollution-free heat source for future fusion power plants. In future fusion power plant designs, TAE could explore direct
energy conversion, bypassing the steam cycle. Current designs, using the steam cycle, could aid in adoption for operators.
It’s often repeated that “fusion is always 15 (or 30 or 50) years away.” Is that true?
No. There is a new confluence of factors that makes the entire pursuit of fusion different than it was even 10 years ago. In the early years, scientists didn’t understand the true magnitude of the challenge, and more importantly, they didn’t
have the proper tools to address it. Substantial progress in the science behind fusion, coupled with the emergence of critical support technologies, has now created the proper tool chest to provide a path to the commercialization of fusion. These
tools include expanded scientific knowledge about plasma behavior, artificial intelligence, machine learning, faster electronics, magnets, improved diagnostics, shorter latency feedback loops, materials science, vacuum technology, power
electronics – the list goes on. Whether discovered by TAE, our fusion colleagues, or a serendipitous development in an unrelated field, these advances are now cumulatively and critically enabling.
WHO IS TAE?
TAE Technologies.
TAE Technologies (pronounced T-A-E) was founded in 1998 to develop commercial fusion power with the cleanest environmental profile. The company’s pioneering work represents the fastest, most practical, and economically competitive solution to
bring abundant clean energy to the grid. With more than 2,500 patents filed globally and more than 1,600 granted, in excess of $1.3 billion in private capital raised, and five generations of National Laboratory-scale devices built along with its
first commercial plant in development, TAE believes that it is now on the cusp of delivering this transformational technology capable of providing energy abundance. TAE’s revolutionary technologies have contributed to a robust portfolio of
commercial applications in large adjacent markets such as power management, energy storage, electric mobility, fast charging, life sciences, and more. TAE is based in California, and maintains international offices in the UK, EU, and Switzerland.
Multidisciplinary and mission-driven by nature, TAE is leveraging proprietary science and engineering in pursuit of its goal to deliver fusion energy.
Why is TAE Technologies pursuing fusion energy?
TAE is on a mission to deliver clean fusion technology as fast as possible as a vital cost-competitive component of the future global energy supply. TAE is dedicated to developing a brand-new source of clean, abundant, sustainable, economic
and dependable electric power.
What differentiates TAE Technologies from other fusion efforts?
The essential requirement for capturing net energy across all approaches to fusion is high-quality plasma confinement. TAE has developed a proprietary approach we call an advanced beam-driven FRC, which combines accelerator physics and plasma
physics to address the challenge of confinement, both from a cost and performance perspective. TAE’s approach is the first known design in the world to successfully form an FRC plasma using only neutral particle beams.
Since TAE’s inception in 1998, we have been committed to pursuing a fuel cycle based on safe, plentiful hydrogen-boron, also known as proton-boron, p-B11, or p11B. The original name of the company was Tri Alpha Energy, in reference to the
three helium particles produced by the hydrogen-boron fusion reaction, which has minimal risk of pollution or toxic waste and no risk of meltdown or proliferation. In addition, this fuel cycle increases the durability and useful life of our
plants, lowers feedstock costs, and culminates in a cost competitive product. TAE’s configuration can uniquely accommodate hydrogen-boron, and also operate with other fusion fuel sources such as deuterium-helium-3 (D-He3) and conventional
deuterium-tritium (D-T). TAE has a high degree of flexibility to select from the most cost competitive fuel cycle, whereas many other fusion machines are able to operate only on the deuterium-tritium cycle; this provides TAE’s technology with
future flexibility, depending on how fuel markets change over the long-run.
How does p-B11 compare to other fuel cycles achievable on Earth?
D-T (Deuterium-Tritium)
Benefits: Lower burn temperature; faster reacting fuel cycle, with very large energy output per reaction.
Challenges: Tritium is a radioactive element – it does not occur in nature and must be bred; its associated neutrons will accelerate aging in power plant materials. D-T fuel is
extremely scarce and costly. Tritium costs remain extremely high—$30,000/g commercially (Canada, 2018) and $40,000–$60,000/g1 at Watts Bar—with
breeding in fusion reactors unproven at scale and requiring additional on-site plants for breeding and maintenance.
D-He3 (Deuterium-Helium-3)
Benefits: Substantially less radioactivity and production of neutrons compared to D-T fusion, leading to longer power plant life; most energy output per reaction, largely in the
form of energetic protons, which makes direct energy conversion possible.
Challenges: Residual radioactivity; no substantive terrestrial He3 resources – must be mined on the lunar surface. D-He3 fuel is extremely scarce and costly. Current price for
helium-3 is ~$20,000/g, with an estimated 10,000-year supply on the Moon.
p-B11 (Proton-Boron)
Benefits: Aneutronic (primary reaction yields no neutrons); abundant, non-radioactive, safe and sustainable fusion pathway; enables scalable, cost-competitive electricity. Boron is
commonly mined on earth. Boron is naturally 80% Boron-11 isotope. Enriched Boron of 99.99% purity is estimated to cost $80/g.
1 Coleman, Global Supply of Tritium for Fusion R&D from Heavy Water Reactors M. Coleman United Kingdom Atomic Energy Authority Abingdon, United Kingdom.
Challenges: Requires superior confinement and operational conditions to reach the considerably higher temperatures needed; reacts more slowly than other fuel cycles; less energy
output per reaction.
What advances has TAE Technologies made in hydrogen-boron fusion?
TAE Technologies has pioneered the pursuit of a clean and economic path to providing electricity with hydrogen-boron, an abundant, clean, non-radioactive, safe and sustainable fuel. In February 2023, we announced, in collaboration with Japan’s
National Institute for Fusion Science (NIFS), a noteworthy research advancement of hydrogen-boron fusion experiments in a magnetically confined fusion plasma.
In a peer-reviewed paper published by Nature Communications (“First measurements of p11B fusion in a magnetically confined plasma”), we explain the experimental work of producing the conditions
necessary for hydrogen-boron fusion. The finding reflects years of collaborative international scientific fusion research and represents a milestone in TAE’s mission to develop commercial fusion power.
In 2025, TAE’s current fusion machine, Norm, was the first known fusion machine to successfully generate an FRC plasma using only neutral beam injection, which gives it a much smaller footprint than traditional FRC fusion devices and foregoes
the requirement for expensive FRC plasma formation sections and associated complex systems to form a stable, hot and dense plasma for fusion. This design, Norm, is equipped to support the higher temperature needs of hydrogen-boron fuel, reduce
complexity, and provide for a path to commercialization.
What scientific evidence does TAE Technologies have that its approach is sound?
For more than 25 years, TAE has demonstrated compelling evidence of viability, from fuel cycle to full-scale power management. Furthermore, TAE has adopted a commercial strategy that leverages existing technology and supply chains, scopes in
operational flexibility via the fuel cycle, and offers operators familiar systems at initial adoption. Our scientific accomplishments routinely appear in peer-reviewed journals, and our research is audited twice a year by an independent science
panel that includes Nobel laureates and Maxwell Prize winners (the highest honor in plasma physics). In 2015, our previous experimental machine called C-2U demonstrated the ability to confine and hold plasma for an extended period of time. This
is what’s known as the “Long Enough” requirement for fusion power generation. In 2019, we exemplified the second of two essential requirements for fusion by demonstrating stable plasma at 50M+ degrees Celsius. Our current device, Norm, generates
FRC plasmas using neutral beam injection, and it has exceeded the necessary temperature requirements that we believe are necessary to scale our proprietary compact linear configuration to cost-competitive utility-scale commercial fusion.
What is TAE Life Sciences?
TAE Life Sciences, our minority-owned subsidiary, was established by TAE Technologies in 2017 to commercialize a biologically targeted radiation treatment based on Boron Neutron Capture Therapy (BNCT) for complex and often inoperable cancers.
Leveraging 20 years of accelerator R&D performed by TAE for its pioneering work in fusion, TAE Life Sciences is developing both targeted boron drugs and a game-changing Alphabeam™ neutron system optimized for installation in a hospital
setting to bring new hope to cancer patients.
What is TAE Power Solutions?
TAE Power Solutions, our majority-owned subsidiary, had to solve a power problem for fusion. The local grid provides 2 megawatts of power; TAE’s current fusion device, Norm, operates at 750 megawatts. To bridge this gap, we needed an extremely
scalable energy storage and power delivery system. With no sufficient solution available, TAE developed a proprietary integrated energy storage module that combines an energy storage component (such as a battery) with a dedicated controller and
switch, which can be assembled into a modular energy storage and power delivery systems for a wide-ranging applications such as fusion research, electric vehicle powertrains, peak shaving, and more.
The TAE Power Solutions platform works across various battery chemistries and other storage elements like supercapacitors, as well as hybrid systems like hydrogen fuel cells. TAE Power Solutions’ power management and e-mobility technology
improves performance, extends useful life, and reduces system cost.
Are there additional applications for TAE’s power management technology?
TAE’s transformational power management solution for Norm delivers up to 750 megawatts of electricity with highly flexible, efficient and accurate bi-directional, sub-millisecond scale control. TAE Power Solutions, publicly announced in 2023,
is now developing partnerships to leverage this breakthrough innovation for commercialization in both the e-mobility and stationary energy storage markets to extend range, efficiency, and faster charging of electric vehicles, as well as for
deployment in residential, commercial, industrial and utility-scale electrical grid applications.
DISCLAIMER
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Trump Media & Technology Group Corp. (“TMTG”) intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 to register the common stock of
TMTG (“TMTG Shares”) to be issued in connection with the proposed transaction. The registration statement will include a document that serves as a proxy statement and prospectus of TMTG and consent solicitation statement of TAE Technologies, Inc.
(“TAE”) (the “proxy statement/prospectus and consent solicitation statement”), and TMTG will file other documents regarding the proposed transaction with the SEC. This document is not a substitute for the registration statement, the proxy
statement/prospectus and consent solicitation statement, or any other document that TMTG may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY
STATEMENT/PROSPECTUS AND CONSENT SOLICITATION STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TMTG AND TAE, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive proxy statement will be mailed to the shareholders of TMTG (the “TMTG Shareholders”) and a prospectus and consent solicitation statement will be sent to the
stockholders of TAE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and consent solicitation statement, as each may be amended or supplemented from time to time,
and other relevant documents filed by TMTG with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by TMTG, including the proxy statement/prospectus and
consent solicitation statement (when available), will be available free of charge from TMTG’s website at tmtgcorp.com under the “Investors” tab.
Participants in the Solicitation
TMTG and certain of its directors and executive officers and TAE and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the TMTG Shareholders with respect to the proposed
transaction under the rules of the SEC. Information regarding the names, affiliations and interests of certain of TMTG’s directors and executive officers in the solicitation by reading TMTG’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 filed with the SEC on February 14, 2025, TMTG’s subsequent Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2025, August 1, 2025 and November 7, 2025, respectively, TMTG’s definitive proxy statement for the 2025
annual meeting of shareholders filed with the SEC on March 18, 2025 and the proxy statement/prospectus and consent solicitation statement and other relevant materials filed with the SEC in connection with the proposed transaction when they become
available. Free copies of these documents may be obtained as described in the paragraphs above. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the TMTG Shareholders in
connection with the proposed transaction, including a description of their direct and indirect interests, by security holdings or otherwise, will also be set forth in the proxy statement/prospectus and consent solicitation statement and other
relevant materials when filed with the SEC.
Forward-Looking Statements
This communication contains forward-looking statements. All statements, other than statements of present or historical fact included in this communication, regarding TMTG’s proposed merger with TAE, TMTG’s ability to consummate the
transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying
words, and the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements regarding TMTG’s and TAE’s expectations, hopes, beliefs, intentions or
strategies regarding the future including, without limitation, statements regarding: the anticipated timing and terms of the proposed transaction; plans for deployment of capital and the uses thereof; governance of the combined company;
development and construction timelines; cost competitiveness of fusion-generated electricity; timing of commercialization of TAE’s fusion technology; expectations regarding the time period over which the combined company’s capital resources will
be sufficient to fund its anticipated operations; plans for research and development programs; and future demand for power. These forward-looking statements are based largely on TMTG’s and TAE’s current expectations. These forward-looking
statements involve known and unknown risks, uncertainties and other important factors that may cause TMTG’s or TAE’s actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including, but not limited to, risks related to TMTG’s or TAE’s ability to demonstrate and execute on commercial viability of its technology; legal proceedings; ability to obtain financing
on acceptable terms or at all; changes in digital asset valuations; disruption to TMTG’s or TAE’s operations; TMTG’s or TAE’s ability to develop and maintain key strategic relationships; competition in TMTG’s or TAE’s industry; ability to access
required materials at acceptable costs; delays in the development and manufacturing of fusion power plants and related technology; ability to manage growth effectively; possibility of incurring losses in the future and not being able to achieve
or maintain profitability; potential generation capacities of specific reactor designs; regulatory outlook; future market conditions; success of strategic partnerships; developments in the capital and credit markets; future financial, operational
and cost performance; revenue generation; demand for nuclear energy; economic outlook and public perception of the nuclear energy industry; changes in laws or regulations; ability to obtain required regulatory approvals on a timely basis or at
all; ability to protect intellectual property; adverse economic or competitive conditions; and other risks and uncertainties. In addition, TMTG and TAE caution you that the forward-looking statements contained in this communication are subject to
the following factors: (i) the occurrence of any event, change or other circumstances that could delay the proposed transaction or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may
be instituted against TMTG or TAE following announcement of the proposed transaction; (iii) the inability to complete the proposed transaction due to the failure to obtain approval of the shareholders of TMTG or TAE, or other conditions to
closing in the merger agreement; (iv) the risk that the proposed transaction disrupts TMTG’s or TAE’s current plans and operations as a result of the announcement of the proposed transaction; (v) TMTG’s and TAE’s ability to realize the
anticipated benefits of the proposed transaction, which may be affected by, among other things, competition and the ability of TMTG and TAE to grow and manage growth profitably following the proposed transaction; and (vi) costs related to the
proposed transaction. The forward-looking statements in this press release are based upon information available to TMTG and TAE as of the date of this press release and, while TMTG and TAE believe such information forms a reasonable basis for
such statements, these statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Except as required by applicable law, TMTG and TAE do not plan to publicly update or revise any forward-looking statements
contained in this press release, whether as a result of any new information, future events or otherwise. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in
TMTG’s periodic filings with the SEC, including TMTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, TMTG’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. TMTG’s SEC filings are available
publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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 any such 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.
On January 19, 2026, TAE Technologies, Inc. created the following one-pager to facilitate discussions with analysts and investors.
On January 19, 2026, TAE Technologies, Inc. created the following PowerPoint presentation to facilitate discussions with analysts and investors.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Trump Media & Technology Group Corp. (“TMTG”) intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 to register the common stock of TMTG (“TMTG Shares”) to be issued in connection with the proposed transaction. The registration statement will include a document that serves as a proxy statement and prospectus of TMTG
and consent solicitation statement of TAE Technologies, Inc. (“TAE”) (the “proxy statement/prospectus and consent solicitation statement”), and TMTG will file other documents regarding the proposed transaction with the SEC. This document is
not a substitute for the registration statement, the proxy statement/prospectus and consent solicitation statement, or any other document that TMTG may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND CONSENT SOLICITATION STATEMENT, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TMTG AND TAE, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
After the registration statement has been declared effective, a definitive proxy statement will be mailed to the shareholders of TMTG (the “TMTG Shareholders”) and a prospectus and consent
solicitation statement will be sent to the stockholders of TAE. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus and consent solicitation statement, as each
may be amended or supplemented from time to time, and other relevant documents filed by TMTG with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC
by TMTG, including the proxy statement/prospectus and consent solicitation statement (when available), will be available free of charge from TMTG’s website at tmtgcorp.com under the “Investors” tab.
Participants in the Solicitation
TMTG and certain of its directors and executive officers and TAE and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the
TMTG Shareholders with respect to the proposed transaction under the rules of the SEC. Information regarding the names, affiliations and interests of certain of TMTG’s directors and executive officers in the solicitation by reading TMTG’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 14, 2025, TMTG’s subsequent Quarterly Reports on Form 10-Q filed with the SEC on May 9, 2025, August 1, 2025 and November 7, 2025,
respectively, TMTG’s definitive proxy statement for the 2025 annual meeting of shareholders filed with the SEC on March 18, 2025 and the proxy statement/prospectus and consent solicitation statement and other relevant materials filed with
the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the paragraphs above. Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the TMTG Shareholders in connection with the proposed transaction, including a description of their direct and indirect interests, by security holdings or otherwise, will also be set forth in the
proxy statement/prospectus and consent solicitation statement and other relevant materials when filed with the SEC.
Forward-Looking Statements
This communication contains forward-looking statements. All statements, other than statements of present or historical fact included in this communication, regarding TMTG’s proposed merger
with TAE, TMTG’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position,
estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that
could cause actual results to differ materially. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, though not
all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements regarding
TMTG’s and TAE’s expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the anticipated timing and terms of the proposed transaction; plans for deployment of capital
and the uses thereof; governance of the combined company; development and construction timelines; cost competitiveness of fusion-generated electricity; timing of commercialization of TAE’s fusion technology; expectations regarding the time
period over which the combined company’s capital resources will be sufficient to fund its anticipated operations; plans for research and development programs; and future demand for power. These forward-looking statements are based largely
on TMTG’s and TAE’s current expectations. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause TMTG’s or TAE’s actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks related to TMTG’s or TAE’s ability to demonstrate and execute on
commercial viability of its technology; legal proceedings; ability to obtain financing on acceptable terms or at all; changes in digital asset valuations; disruption to TMTG’s or TAE’s operations; TMTG’s or TAE’s ability to develop and
maintain key strategic relationships; competition in TMTG’s or TAE’s industry; ability to access required materials at acceptable costs; delays in the development and manufacturing of fusion power plants and related technology; ability to
manage growth effectively; possibility of incurring losses in the future and not being able to achieve or maintain profitability; potential generation capacities of specific reactor designs; regulatory outlook; future market conditions;
success of strategic partnerships; developments in the capital and credit markets; future financial, operational and cost performance; revenue generation; demand for nuclear energy; economic outlook and public perception of the nuclear
energy industry; changes in laws or regulations; ability to obtain required regulatory approvals on a timely basis or at all; ability to protect intellectual property; adverse economic or competitive conditions; and other risks and
uncertainties. In addition, TMTG and TAE caution you that the forward-looking statements contained in this communication are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay
the proposed transaction or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against TMTG or TAE following announcement of the proposed transaction; (iii) the
inability to complete the proposed transaction due to the failure to obtain approval of the shareholders of TMTG or TAE, or other conditions to closing in the merger agreement; (iv) the risk that the proposed transaction disrupts TMTG’s or
TAE’s current plans and operations as a result of the announcement of the proposed transaction; (v) TMTG’s and TAE’s ability to realize the anticipated benefits of the proposed transaction, which may be affected by, among other things,
competition and the ability of TMTG and TAE to grow and manage growth profitably following the proposed transaction; and (vi) costs related to the proposed transaction. The forward-looking statements in this press release are based upon
information available to TMTG and TAE as of the date of this press release and, while TMTG and TAE believe such information forms a reasonable basis for such statements, these statements are inherently uncertain, and you are cautioned not
to unduly rely upon these statements. Except as required by applicable law, TMTG and TAE do not plan to publicly update or revise any forward-looking statements contained in this press release, whether as a result of any new information,
future events or otherwise. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in TMTG’s periodic filings with the SEC, including TMTG’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2024, TMTG’s subsequent Quarterly Reports on Form 10-Q and in the Form S-4, when filed. TMTG’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval,
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 any such 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.
FAQ
What transaction involving DJT and TAE Technologies is described in this Form 425?
The materials describe an all-stock merger between Trump Media & Technology Group Corp. and TAE Technologies, Inc. valued at more than $6 billion, in which each company is expected to own about 50% of the combined entity on a fully diluted basis.
When is the Trump Media (DJT) and TAE Technologies merger expected to close?
The companies state that the merger is expected to close in mid-2026, subject to customary closing conditions, including shareholder approvals at both companies and required regulatory approvals.
How much capital does Trump Media have and how much has it committed to TAE Technologies?
Trump Media reports having $3.1 billion of financial assets on its balance sheet as of the third quarter of 2025. Under the merger agreement and a convertible promissory note, it has provided $200 million of cash to TAE, with an additional $100 million available to TAE upon the initial filing of the Form S-4.
What are the key milestones for TAE’s Da Vinci fusion power plant after the DJT merger?
The combined company plans to select a site and begin construction in 2026, target first plasma in 2029, achieve net energy capability in 2030, and reach initial facility power operations in 2031 for the 50 MWe Da Vinci fusion plant.
How does TAE Technologies plan to generate electricity from fusion after combining with Trump Media?
TAE expects to fuse hydrogen and boron in a superhot plasma, producing energetic light that heats the confinement vessel walls. A network of pipes transfers this heat to a steam generator, which drives turbines and electric generators, using technology similar to existing power plants.
What regulatory process is involved in the DJT–TAE merger?
Trump Media intends to file a registration statement on Form S-4 with the SEC to register the TMTG common stock to be issued in the merger. That filing will include a proxy statement/prospectus and consent solicitation statement, and shareholders are urged to read those documents and any amendments when available.
What are the main risks highlighted around the proposed DJT and TAE Technologies merger?
The companies cite risks including the ability to demonstrate commercial viability of fusion technology, obtaining financing, potential legal proceedings, securing regulatory approvals, possible delays in developing and manufacturing fusion power plants, competition, and the need to achieve and maintain profitability.
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