An April SEC filing for Trump Media & Technology Group lists shares that can be sold by early investors and reveals new details on key DJT stock owners

Donald Trump Trump Media S-1 Filing

In March 2024 Donald Trump’s social media company Trump Media & Technology Group, which owns Truth Social, merged with Digital World Acquisition Corp and started trading under the symbol DJT. Many Trump-watchers wanted to know who had invested in this deal which was set to add billions of dollars to Donald Trump’s net worth.

Trump is the majority owner of approximately 65% of Trump Media/DJT stock or 115 million shares, with additional ‘earnout’ shares awarded if the stock price stays above specific prices. Based on the recent price which rose above $40 Trump’s shares would be worth more than 4.6 million dollars. However Trump’s shares, like those of other Trump Media executives, is subject to a six month lock-up period which means he cannot sell the shares until the lock-up period ends, which will be a few months before the 2024 U.S. presidential election, and the price is likely to fluctuate a lot before that time.

A Trump Media & Technology Group filing in mid-April lists the names of many of the people and companies that had invested in, financed, or were granted shares or warrants for Trump Media or Digital World Acquisition Corp before they combined. This filing sheds new light on some of the early investors in the deal and includes some new names that were not previously reported.

An April 2024 Registration Statement reveals new details about Trump Media investors

On April 15, 2024 Trump Media & Technology Group filed a Form S-1 Registration Statement that listed tens of millions of shares of common stock that could be sold, and warrants that could be exercised by early investors of Trump’s media company. The New York Times reported that the April 15 S-1 caused the stock price to plunge as investors reacted to the potential that future share sales would flood the market and depress the stock price. The DJT price has fluctuated from a high of $66 in late March to $22 mid April, and has recently returned to above $40.

The Form S-1 Registration Statement listed over 146 million shares of common stock that could be sold, and almost 21.5 million shares of common stock issuable upon the exercise of warrants and 4 million warrants to purchase common stock. The New York Times noted that the filing was expected.

Trump Media was expected to register the potential sale of new shares after the completion of its merger last month with Digital World Acquisition Corp… Companies that merge with SPACs, or special purpose acquisition companies, typically file a registration statement a few weeks after the deal is completed for the sale of additional securities held by early investors.

The sale of shares by stockholders listed in the S-1 would not benefit the company, but Trump Media would receive money if the warrants are exercised.

The April Registration Statement for Trump Media & Technology Group includes the most current detailed list of people and companies that own shares or warrants in the company. Some of these people and companies were large early investors in the deal before the merger was finalized. However, others, like Trump himself, did not invest their own money but may have received shares and/or warrants because of other non-monetary contributions or work they did with Trump Media or Digital World before they combined.

The 2nd and 3rd largest owners of Trump Media have filed lawsuits against the company

Donald Trump is by far the largest stock owner with 65% of the shares. In addition to Trump, two companies are listed in the ‘Five Percent Holders’ section – ARC Global Investments II LLC and United Atlantic Ventures, LLC.

ARC Global Investments II LLC was set up by Digital World Acquisitions Corp. founder Patrick Orlando and was the sponsor for DWAC before it merged with Trump Media.

United Atlantic Ventures, LLC was formed by Wes Moss and Andy Litinsky, who met Trump when they were contestants on The Apprentice, and who originally pitched the idea of Truth Social to Trump and co-founded Trump Media.

Both ARC Global Investments and United Atlantic Ventures are in litigation with Trump Media over the amount and terms of their share ownership, and in response to their lawsuits have been counter-sued by TMTG.

The April filing and many prior filings have included updates on these lawsuits. Below are just a few of the section headers (this list does not include several other entities involved in litigation with TMTG):

  • Ongoing litigation over ownership of shares beneficially owned by ARC may negatively impact investor confidence and market perception and materially and adversely affect TMTG’s business, financial condition and stock price.
  • Litigation with United Atlantic Ventures (“UAV”) in Delaware
  • Lawsuit Against ARC and Patrick Orlando
  • Lawsuit Against Patrick Orlando in Delaware
  • Lawsuit Against ARC in New York
  • Lawsuit Against UAV, Litinksy, Moss, and Orlando in Florida
  • Lawsuit Against Orlando and Benessere in Miami, Florida

Who invested in and financed Trump Media & Technology Group?

Besides Donald Trump, ARC Global Investments II LLC and United Atlantic Ventures, LLC, who else invested in or was granted significant shares or warrants in Trump Media and Digital World before the business combination?

The Trump Media April Registration Statement describes 146,108,680 shares of common stock that may be offered or sold. This filing provides notice to the public that these shares or warrants may be sold in the future, but it does not mean that they will be sold.

The filing describes the shares in the following groups:

  • 1,133,484 Placement Shares
  • up to 14,316,050 Founder and Anchor Investors Shares
  • 744,020 Conversion Shares
  • 965,125 DWAC Compensation Shares
  • 690,000 TMTG Compensation Shares
  • 6,250,000 Alternative Financing Shares
  • 7,116,251 Private Warrant Shares
  • 143,750 Representative Shares
  • 114,750,000 President Trump Shares
  • 566,742 Placement Warrants
  • up to 369,509 Convertible Note Post IPO Warrants
  • 3,055,000 Digital World Alternative Warrants
  • up to 3,125,000 Alternative Financing Notes Post IPO Warrants

The filing includes a table of owners in the following categories:

  • Directors and Officers of the Company (D&O of the company) – 6 names
  • Other Securityholders – 51 names
  • Alternative Financing Shares – 3 names
  • Alternative Warrants – 6 names
  • Founder & Anchor Investor Shares – 16 names
  • Principal Securityholders – 2 names
  • Representative Shares – 2 names

Some of the information was released previously, including the shares owned by officers and directors in an April 1, 2024 filing:

Some notable owners of Trump Media Stock

There are some new names in the ‘Other Securityholders’ section which lists 51 people or companies.

The four largest owners in that section with over 100,000 shares are Michael Melkerson (and Melkerson Law Group LLC), Renatus Advisors LLC, Pamela J. Bondi, and Alexander Cano.

Alexander Cano lists 157,980 shares and the footnote says Alex Cano was the President and Secretary of Digital World from April 2023 until the consummation of the Business Combination.

Renatus Advisors LLC has 143,043 shares. Renatus is run by Eric Swider who was the Chairman and CEO of Digital World Acquisition Corp from March 2023 until the combination with TMTG and he is now a director of Trump Media.

In yet another lawsuit, separate from the ones between ARC Global Investments and United Atlantic Ventures and Trump Media – Wired magazine recently reported that Patrick Orlando who founded Digital World filed a lawsuit against Eric Swider, who replaced him as CEO. In the lawsuit Orlando accused his prior assistant Alexander Cano of hacking his accounts as part of a coup d’état by Eric Swider.

Former Florida Attorney General Pam Bondi is an investor and her brother advised on the deal

One significant owner of Trump Media stock who has not been widely reported beyond this story is Trump ally Pam Bondi, who has 106,250 shares and 31,250 warrants to purchase common stock. Based on a recent price of $40, Bondi’s shares are worth $4.25 million and even more if she exercises the warrants.

Pam Bondi was Florida’s Attorney General from 2011 to 2019 and had received multiple complaints to investigate Trump University in Florida. In 2013 her re-election PAC received $25,000 from the Donald J. Trump Foundation and she later declined to join a lawsuit against Trump University. In 2016 Citizens for Responsibility and Ethics in Washington (CREW) filed various complaints with the DOJ, IRS and other organizations against the Trump Foundation related to the $25,000 donation to Bondi. At the end of 2016 as the scandal grew the Trump Foundation was shut down.

In another interesting twist related to Pam Bondi, the Trump Media Registration Statement filing notes that Digital World Acquisition Corp. is represented in a lawsuit by the law firm of Paul Hastings LLP and partner, Brad Bondi. Earlier this year Bloomberg reported that Brad Bondi was advising Digital World on the merger with Trump Media and that he is Pam Bondi’s sister.

Lawyer Michael Melkersen is a significant investor who was not previously reported

The largest owner in the ‘Other Securityholders’ category is Michael Melkersen who has 234,940 shares and 30,417 warrants. Melkersen Law Group, LLC has an additional 75,000 shares and 25,000 warrants. A footnote says “In addition, Mr. Melkersen claims beneficial ownership to 411,140 Founder Shares, 305,000 shares of Common Stock and 25,000 Warrants through separate contractual arrangements with ARC.”

Michael Melkersen’s name was not previously reported before the April 2024 filing and has not been reported by the media.

Michael Melkersen’s website says he specializes in personal injury, wrongful death and business litigation and his twitter bio describes him as “Attorney, Poker Player, Extreme Sports Enthusiast, Entrepreneur, Adventurer.” From 2016 until 2018 Melkersen was involved with several legal cases against Volkswagen for emissions fraud.

It is not known how Melkersen became a significant early investor in the deal.

Washington Muse Investments SPC has a significant stake in ‘Alternative Financing Shares’ and was not previously reported and it is not clear who is behind this company

There are three companies listed in the ‘Alternative Financing Shares’ section:

  • Entities Affiliated with Washington Muse Investments SPC have 4,166,666 shares and 1,388,888 warrants.
  • Entities Affiliated with Anson have 2,733,333 shares and 902,778 warrants.
  • The Mangrove Partners Master Fund, Ltd. has 2,500,000 shares and 833,333 warrants.

While Anson and Mangrove Partners were previously reported in a 2022 Form S-1 Registration Statement for Digital World Acquisition Corp, Washington Muse Investments SPC has not been listed before the April 15, 2024 filing.

There is a footnote for Washington Muse that provides this additional information:

Footnote (21) Consists 2,777,778 Alternative Financing Shares and 1,388,888 Alternative Financing Notes Post IPO Warrants issuable upon the conversion of Digital World Alternative Financing Notes held by Washington Muse Investments SPC for and on behalf of Special Sits Event Long/Short SP (“WM SSE”). Washington Muse Investments SPC is the manager of WM SSE. The business address c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.

Washington Muse Investments SPC has a business address in the Cayman Islands, like several other investors such as Anson and MMCAP International — however, the Cayman addresses are not the same and there is no indication that Washington Muse is related to any other prior known investors. While the Cayman Island registry does have a listing for Washington Muse Investments SPC, I have not been able to find any other public information on this company – which is one of the larger stakeholders in Trump Media.

List of security holders and warrant owners

Donald Trump and other early investors have significant stakes in Trump Media and stand to earn a lot of money, if the stock price does not collapse and they sell off their shares. As a publicly traded company there is much more transparency into Trump Media than there has been into Donald Trump’s hundreds of privately held businesses. It’s worth reviewing the current and future Trump Media filings to understand who is investing in, partnering with and supporting Trump’s social media business.

Following are the tables listing Trump Media & Technology Group owners and the number of shares and warrants owned and registered for sale. The full S-1 Registration Form includes more details, especially in the footnotes.

Subscribe

Subscribe to get notified of new posts. Your email is only used for automatic notifications and you can unsubscribe at any time

Donate

Please donate to support this site. All content is free and work is supported fully by reader donations. Thank you!

Leave a Reply

This site uses Akismet to reduce spam. Learn how your comment data is processed.