Trump Media (NYSE: DJT) unveils $6B all-stock merger with fusion leader TAE
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
Trump Media & Technology Group Corp. plans to merge with TAE Technologies in an all-stock deal valued at more than $6 billion. At closing, shareholders of each company are expected to own approximately 50% of the combined company on a fully diluted basis, creating a holding company for Truth Social, Truth+, Truth.Fi, TAE’s fusion power operations, TAE Power Solutions and TAE Life Sciences.
The boards of both companies have approved the merger, which is expected to close in mid-2026, subject to shareholder and regulatory approvals. TMTG has agreed to provide up to $200 million of cash to TAE, with an additional $100 million available upon initial filing of a Form S-4. TMTG reports total financial assets of $3.1 billion as of the third quarter of 2025, while TAE has raised $1.3 billion in private capital to date.
The combined company intends to site and begin construction of its first utility-scale fusion power plant in 2026, targeting initial facility power operations in 2031 and future commercial plants sized at 350–500 MWe. Leadership will be led by co-CEOs Devin Nunes and Dr. Michl Binderbauer, with a nine-member, majority-independent board chaired by Michael B. Schwab.
Positive
- Transformative all-stock merger valued at more than $6 billion combines TMTG and TAE, with each shareholder group expected to own about 50% of the combined company on a fully diluted basis.
- Significant available capital, including TMTG’s reported $3.1 billion of financial assets as of Q3 2025 and TAE’s $1.3 billion of private capital raised, is positioned to support fusion and media growth plans.
- Structured project funding with TMTG agreeing to provide up to $200 million of cash to TAE and an additional $100 million upon initial Form S-4 filing to advance near-term fusion milestones.
- Clear development roadmap targeting siting and construction of the first utility-scale fusion plant in 2026, net energy capability by 2030 and initial power operations in 2031, with future commercial plants sized at 350–500 MWe.
- Experienced leadership and governance featuring co-CEOs Devin Nunes and Dr. Michl Binderbauer and a majority-independent nine-member board chaired by Michael B. Schwab, combining capital markets and deep technical expertise.
Negative
- Extended execution timeline with key fusion milestones—first plasma in 2029, net energy capability in 2030 and initial power operations in 2031—pushing potential commercial benefits many years into the future.
- Substantial technology and commercialization risk explicitly flagged, including the need to demonstrate commercial viability of fusion reactors, manage development delays and achieve targeted generation capacities.
- Regulatory and approval uncertainty, as closing by mid-2026 depends on multiple customary conditions, including shareholder approvals for both companies and required regulatory clearances.
- Integration and strategic shift risk, as DJT transitions from a focused media/technology business into a diversified media-and-fusion conglomerate, introducing complexity in governance, capital allocation and operations.
- Legal, financing and market risks noted in the forward-looking statements, including potential legal proceedings, ability to obtain future financing on acceptable terms, competition, and changing market or regulatory conditions for nuclear and fusion energy.
Insights
All-stock DJT–TAE merger creates a 50/50 fusion-and-media conglomerate with substantial capital but long execution risk.
The transaction combines TMTG and TAE Technologies in an all-stock merger valued at more than $6 billion, with each shareholder base owning about 50% of the combined entity on a fully diluted basis. TMTG becomes holding company for its media/fintech brands plus TAE’s fusion, power solutions and life sciences businesses, shifting DJT from a pure-play media story toward a diversified tech and energy platform.
Funding is a key feature: TMTG cites $3.1 billion of financial assets as of Q3 2025, and TMTG has agreed to provide up to $200 million of cash to TAE, with another $100 million upon Form S-4 filing. TAE has already raised $1.3 billion privately, and the merger is framed as "derisking" early milestones and enabling construction of the first 50 MWe utility-scale fusion plant starting in 2026, targeting fusion-generated electricity in 2031.
For investors, this is a thesis-changing deal: DJT becomes heavily exposed to long-dated fusion development, with timelines that include first plasma in 2029, net energy capability by 2030 and initial power operations in 2031. The filing also highlights extensive forward-looking risks—regulatory approvals, technology viability, financing, legal proceedings and integration challenges—so ultimate value creation will depend on execution over many years and on shareholder approvals and regulatory clearances expected ahead of the mid-2026 closing target.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2025
Trump Media &
Technology Group Corp.
(Exact name of registrant as specified in its charter)
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Florida
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001-40779
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85-4293042
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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401 N.
Cattlemen Rd., Ste. 200
Sarasota,
Florida
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34232
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (941) 735-7346
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each
Exchange
on Which Registered
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Common stock, par value $0.0001 per share
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DJT
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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DJT
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New York Stock Exchange Texas
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Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
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DJTWW
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The Nasdaq Stock Market LLC
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Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50
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DJTWW
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New York Stock Exchange Texas
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure.
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On December 18, 2025, Trump Media & Technology Group Corp., a Florida corporation (“TMTG”), and TAE Technologies, Inc., a Delaware corporation (“TAE”), issued a joint press release announcing the
execution of an Agreement and Plan of Merger, dated December 18, 2025, by and among TMTG, TAE and T Media Sub, Inc., a Florida corporation and wholly owned subsidiary of TMTG (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into TAE (the “Merger”), with TAE surviving the Merger as a wholly owned subsidiary of TMTG. In addition, on December 18, 2025, the parties made available an investor presentation regarding the proposed
transaction.
Copies of the press release and investor presentation are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference
herein.
The information contained in Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing of the
registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit
hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, 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 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 (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 report, including the exhibits attached hereto, contains forward-looking statements. All statements, other than statements of present or historical fact
included in this report, 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 report 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 report 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.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release, dated December 18, 2025
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99.2
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Investor Presentation
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Trump Media & Technology Group Corp.
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Dated: December 18, 2025
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By:
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/s/ Scott Glabe
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Name:
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Scott Glabe
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Title:
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General Counsel and Secretary
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Exhibit 99.1
Trump Media & Technology Group to Merge with TAE Technologies, a Premier Fusion Power Company, in All-Stock Transaction Valued at More
Than $6 Billion
Combined company expects to site and commence construction of the first utility-scale fusion power plant in 2026
Fusion power to blaze path toward America’s A.I. dominance and energy security
Conference call scheduled for 9 a.m. ET, December 18, 2025
Sarasota, Fla. & Foothill Ranch, Calif. – December 18, 2025 – (GLOBE
NEWSWIRE) -- Trump Media & Technology Group Corp. (Nasdaq, NYSE Texas: DJT) (“TMTG”) and TAE Technologies, Inc. (“TAE”) today announced the signing of a definitive merger agreement to combine in
an all-stock transaction valued at more than $6 billion. Upon closing, shareholders of each company will own approximately 50% of the combined company on a fully diluted equity basis. The companies have posted supplemental slides to
their respective websites, all of which can be accessed at tmtgcorp.com and tae.com.
Highlights:
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Transaction to create one of the world’s first publicly traded
fusion companies. Deal to combine TMTG’s access to significant capital and TAE’s leading fusion technology. In 2026, the combined company plans to site and begin construction on the world’s
first utility-scale fusion power plant (50 MWe), subject to required approvals. Additional fusion power plants are planned and expected to be 350 – 500 MWe. Fusion power plants are expected to provide economic, abundant, and
dependable electricity that would help America win the A.I. revolution and maintain its global economic dominance.
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TMTG’s balance sheet to accelerate the path to power. The transaction will combine the strength of TMTG’s strong balance sheet with TAE’s leading technologies. As part of the transaction, TMTG has agreed to provide up to $200 million of cash to TAE at
signing and an additional $100 million is available upon initial filing of the Form S-4.
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TAE’s next-generation fusion technology is poised for commercial
application. After more than 25 years of research and development, TAE has significantly reduced fusion reactor size, cost and complexity. TAE has built and safely operated five fusion
reactors and raised more than $1.3 billion in private capital to date from Google, Chevron Technology Ventures, Goldman Sachs, Sumitomo Corporation of Americas, NEA, the visionary family offices of Addison Fischer, the Samberg
Family, Charles Schwab, and others.
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Combined company to be governed by experienced management and
board. Devin Nunes, TMTG Chairman and CEO, and Dr. Michl Binderbauer, TAE CEO and Director, plan to serve as Co-CEOs of the combined company; Michael B. Schwab, Founder and Managing
Director of Big Sky Partners, is expected to be named Chairman of a planned nine-member board of directors.
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Nunes said, “Trump Media & Technology Group built uncancellable infrastructure to secure free expression online for Americans, and now we’re taking a big
step forward toward a revolutionary technology that will cement America’s global energy dominance for generations. Fusion power will be the most dramatic energy breakthrough since the onset of commercial nuclear energy in the 1950s—an
innovation that will lower energy prices, boost supply, ensure America’s A.I.-supremacy, revive our manufacturing base and bolster national defense. TMTG brings the capital and public market access to quickly move TAE’s proven technology
to commercial viability.”
Binderbauer said, “Our talented team, through its commitment and dedication to science, is poised to solve the immense global challenge of energy scarcity.
At TAE, recent breakthroughs have prepared us to accelerate capital deployment to commercialize our fusion technology. We’re excited to identify our first site and begin deploying this revolutionary technology that we expect to
fundamentally transform America’s energy supply.”
Transaction Details
Under the terms of the merger agreement, TAE and TMTG shareholders will each own approximately 50% of the combined company at closing, stated on a fully
diluted equity basis.
Based on TMTG’s trailing 30-day VWAP share price as of market close on December 17, 2025, the transaction values each share of TAE
common stock (on a fully diluted basis) at $53.89 per share.
Upon closing, Trump Media & Technology Group will be the holding
company for Truth Social, Truth+, Truth.Fi, TAE, TAE Power Solutions and TAE Life Sciences, among others.
The transaction, which was approved by the boards of directors of both companies, is expected to close in mid-2026, subject to customary closing conditions,
including shareholder and regulatory approvals.
TAE Technologies, a Leading American Innovator
Founded in 1998, TAE’s next phase focuses on deploying commercial, utility scale fusion energy. Planned power plants would provide reliable, affordable,
carbon-free electricity and industrial heat without the risks of nuclear meltdown, radioactive waste, or proliferation. These advancements position TAE to offer dispatchable, affordable energy at a time of surging power demand.
In addition to its fusion business, TAE has two partially-owned subsidiaries -- TAE Power Solutions and TAE Life Sciences. The power business has developed
innovative energy storage and power delivery systems to serve multiple industries, including A.I. data centers, industrial users, and electric vehicles. TAE Life Sciences has developed a biologically targeted radiotherapy to treat
cancer patients.
The TAE team consists of more than 400 employees, including 62 Ph.D. holders. The company holds over 1,600 patents, reflecting its leadership in fusion
innovation. Binderbauer is globally recognized as a pioneering scientific mind, credited with more than 100 technology patents and numerous awards.
Leadership and Governance
Schwab said, “Through my involvement with TAE over the two decades, I’ve watched first-hand their commitment to science and the promise of applying fusion
power to help solve the world’s demand for clean, abundant, affordable energy. With the infusion of TMTG’s significant capital, TAE is on the precipice of scaling its leading technology to usher in a new era of energy abundance. The world
needs energy, and fusion is the clear answer.”
Nunes and Binderbauer will serve as co-CEOs of the combined company.
Nunes will continue to lead all Trump Media brand operations. Binderbauer will manage TAE Technologies.
The combined company will be managed by a nine-member board of directors, comprised of two directors from TMTG—includes Nunes and Donald
J. Trump Jr.—two directors from TAE—including Binderbauer and Schwab—and five other independent directors to be selected and named later. As noted above, Schwab is expected to be named board chair.
Advisors
For TMTG, Yorkville Securities is serving as lead financial and M&A advisor, Clear Street is serving as financial advisor, and DLA Piper (U.S.) LLP is
serving as a legal advisor. For TAE, Barclays is serving as financial advisor and Baker Botts LLP is serving as legal advisor.
Joint Investor Call and Additional Information
Management of TMTG and TAE plan to host an investor call at 9 a.m. ET on December 18, 2025, to discuss the transaction. The call can be accessed here.
A webcast of the call, along with this press release and the supplemental slides, are available in the “investor” sections of the TMTG IR website at https://ir.tmtgcorp.com/ and TAE’s website at tae.com.
In addition, TMTG plans to file the investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be
available on the SEC’s website at www.sec.gov.
About TMTG
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, as well as Truth +, a TV streaming platform focusing on family-friendly live TV channels
and on-demand content. Trump Media is also launching Truth.Fi, a financial service and FinTech brand incorporating America First investment vehicles.
Since going public in March 2024, TMTG has amassed total financial assets of $3.1 billion (as of third quarter 2025), including cash, restricted cash,
short-term investments, trading securities, and digital assets.
About TAE
TAE Technologies is the world’s leading fusion power company, developing the most sustainable and economically competitive solution to bring abundant clean
energy to the grid and carbon-intensive industrial processes. In addition, it operates subsidiaries TAE Power Solutions, which provides technology for energy storage and power delivery systems for batteries and electric vehicles, as well
as TAE Life Sciences, which develops technologies and drugs for treating cancer patients.
Important Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, 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 (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.
Contacts
TMTG – Contact Shannon Devine (MZ Group | Managing Director - MZ North America)
Email: shannon.devine@mzgroup.us Media Contact press@tmtgcorp.com
TAE – press@tae.com
##
Exhibit 99.2
FAQ
What did Trump Media & Technology Group (DJT) announce with TAE Technologies?
TMTG announced a definitive agreement to merge with TAE Technologies in an all-stock transaction valued at more than $6 billion. At closing, TMTG and TAE shareholders are expected to own approximately 50% each of the combined company on a fully diluted equity basis, creating a holding company for TMTG’s media and fintech brands alongside TAE’s fusion, power solutions and life sciences businesses.
How will ownership of the combined DJT and TAE company be structured?
Under the merger agreement, TMTG and TAE shareholders will each own about 50% of the combined company at closing, stated on a fully diluted equity basis. Trump Media & Technology Group will serve as the holding company for Truth Social, Truth+, Truth.Fi, TAE, TAE Power Solutions and TAE Life Sciences, among others.
When is the Trump Media–TAE merger expected to close?
The transaction has been approved by both boards of directors and is expected to close in mid-2026, subject to customary closing conditions. These include approvals from the shareholders of both TMTG and TAE, as well as required regulatory approvals and satisfaction of other conditions set forth in the merger agreement.
How much capital is being committed to TAE as part of the DJT merger?
TMTG has agreed to provide up to $200 million of cash to TAE, with an additional $100 million available upon initial filing of the Form S-4. The combined company highlights that TMTG held $3.1 billion of financial assets as of the third quarter of 2025, and TAE has raised $1.3 billion in private capital to date.
What are the key fusion development milestones described for the combined company?
The combined company plans to site and commence construction of its first utility-scale fusion power plant in 2026. The roadmap targets first plasma in 2029, net energy capability in 2030 to validate economic viability, and initial facility power operations in 2031. Future commercial plants are expected to be sized at 350–500 MWe per plant.
Who will lead the combined Trump Media and TAE organization after the merger?
After closing, the combined company will be led by co-CEOs Devin Nunes and Dr. Michl Binderbauer. Nunes will continue to lead Trump Media brand operations, while Binderbauer will manage TAE Technologies. Governance will be provided by a nine-member, majority-independent board, including Nunes, Binderbauer, Donald J. Trump Jr. and Michael B. Schwab, with Schwab expected to serve as board chair.
What regulatory filings will be made for the DJT–TAE merger and how can investors get information?
TMTG intends to file a registration statement on Form S-4 with the SEC to register TMTG common stock to be issued in the transaction. The Form S-4 will contain a proxy statement/prospectus and consent solicitation statement. Investors and security holders are urged to read the registration statement and related materials when available, which can be obtained for free from the SEC’s website at www.sec.gov and from TMTG’s website at tmtgcorp.com under the “Investors” tab.