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): August 26, 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 1.01 |
Entry into a Definitive Material Agreement.
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On August 26, 2025, Trump Media & Technology Group Corp. (the “Company”) entered into a privately negotiated purchase agreement (the “Purchase
Agreement”) with Foris Holdings US, Inc. a Delaware corporation (the “Purchaser”). Pursuant to the Purchase Agreement, the Company has agreed to transfer to Purchaser 2,797,985 shares of the Company’s Common Stock (the “Subscribed Shares”) and $50
million in cash, in exchange for 684,427,004 CRO (the “CRO”), which is the native cryptocurrency of the Cronos blockchain, and which at the price of CRO as quoted on Crypto.com Exchange at 20:00 GMT on August 22, 2025 of $0.153413 per CRO, was
valued at approximately $105 million.
The Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Purchaser, and customary closing
conditions, indemnification rights, and other obligations of the parties. The sale of the Subscribed Shares and the transfer of the CRO closed on August 26, 2025. The Purchase Agreement is governed by the laws of the State of Florida.
The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated in this Current Report on Form 8-K by reference.
| Item 3.02 |
Unregistered Sales of Equity Securities.
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The information contained above in Item 1.01 related to the Securities is hereby incorporated by reference into this Item 3.02. The issuance of the
Subscribed Shares under the Purchase Agreement is being made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act.
On August 26, 2025, the Company issued a press release regarding the entry into the Purchase Agreement, and other matters (the “Purchase Agreement
Press Release”), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On August 26, 2025, the Company issued a joint press release (the “Business Combination Press Release”) announcing that it executed a Business
Combination Agreement, dated as of August 25, 2025, with Yorkville Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), YA S3 Inc., a Florida Corporation and an indirect wholly owned subsidiary of the SPAC, Foris Holdings KY Limited,
a Cayman Islands exempted company, Crypto.com Strategy Holdings, a Cayman Islands exempted company, and Yorkville Acquisition Sponsor, LLC, a Delaware limited liability company. The Business Combination Press Release is attached to this Current
Report as Exhibit 99.2 and incorporated by reference into this Current Report.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
No.
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Description of Exhibits
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10.1
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Purchase Agreement between Trump Media & Technology Group Corp. and Foris Holdings US, Inc., dated August 26, 2025.
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99.1
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Purchase Agreement Press Release, dated August 26, 2025.
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99.2
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Business Combination Press Release, dated August 26, 2025.
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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: August 26, 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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