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# Trump Media Sets Dec. 14 Vote On TAE Fusion Deal, With A 4.82 Exchange Ratio And No Price Collar
- URL: https://www.bullished.co/trump-media-sets-dec-14-vote-on-tae-fusion-deal-with-a-4-82-exchange-ratio-and-no-price-a95bedbd/
- Published: 2026-10-29T10:41:13.000Z
- Updated: 2026-11-05T19:42:30.000Z
- Description: The amended registration puts a 4.82 exchange ratio on the all-stock deal and gives TAE holders about 49.49% of Trump Media on a diluted basis.
- Author: Matteo Parrino
- Tags: Deals, DJT, Industry: Communication Services

[Trump Media & Technology Group](https://www.bullished.co/tag/djt/), which operates the Truth Social platform, set a Dec. 14 shareholder vote on its all-stock merger with fusion company TAE Technologies, according to an [amended S-4 registration](https://www.sec.gov/Archives/edgar/data/0001849635/000143774926033844/djt20261026%5Fs4a.htm?ref=bullished.co). The filing puts the exchange ratio at 4.82 with no price collar, so TAE holders would receive about 292,555,942 Trump Media shares whatever the stock does before closing.

## Half the company, no price protection

Assuming the convertible notes are not converted, Trump Media holders and TAE holders would each [own 49.49%](https://www.sec.gov/Archives/edgar/data/0001849635/000143774926033844/djt20261026%5Fs4a.htm?ref=bullished.co) of the combined company on a fully diluted basis. Yorkville Ives would hold 1.01% through 6,000,000 compensation shares issued at closing.

The exchange ratio, 4.8248 as of Sept. 30, 2026, is fixed and does not move with Trump Media's share price. A collar that TAE proposed in early drafts was removed from the Dec. 5, 2025 Trump Media draft, and neither side can walk away over a stock-price change alone.

The merger agreement is dated Dec. 18, 2025, and the filing lists an outside date of Dec. 18, 2026\. Either side owes a $90,000,000 reciprocal termination fee in certain cases, such as a change in board recommendation or a superior proposal.

## Who runs the combined company

Trump Media would stay the public holding company, with TAE a wholly owned subsidiary and the DJT ticker unchanged. The nine-member board would be chaired by Michael B. Schwab, with Kevin McGurn, Trump Media's interim CEO, and Dr. Michl Binderbauer as co-CEOs.

Trump Media's designees are McGurn and Donald J. Trump, Jr.; TAE's are Binderbauer and Schwab. Boris Epshteyn, Meredith O'Rourke, Michael Metcalf and Robert Goodof are named as independent designees, and one seat is still vacant.

## Votes, the Trump trust and the cash squeeze

The Donald J. Trump Revocable Trust, which holds 114,750,000 shares or about 41%, has agreed to vote for the share issuance. Directors and officers hold about 42%. Holders of record on Nov. 2 can vote at the virtual meeting on Dec. 14.

Trump Media has funded the full $300 million convertible note to TAE, including a $100 million second tranche on Oct. 7, 2026\. The filing says TAE has going-concern doubt and an accumulated deficit of about $1.8 billion.

Separately, holders of Trump Media's $1.0 billion convertible notes can demand repayment on Nov. 30, 2026, a cash exposure of up to about $1.0 billion. Pro forma, the combined company would have $329,812K in cash.

## Pro forma numbers

Combining Trump Media's 2025 results with TAE's 12 months to March 31, 2026 gives revenue of $4,897K and a net loss of $945,629K. Trump Media elected to show no synergies.

The pro forma balance sheet carries new goodwill of $1,632,400K and $1,511,515K of in-process research and development, on total assets of $5,190,720K.

Trump Media shareholders vote Dec. 14, four days before the Dec. 18 outside date, and the Nov. 30 put on its convertible notes comes first.

Learn

- [What a Reverse Termination Fee Means: Who Pays When a Merger Collapses →](https://www.bullished.co/learn/reverse-termination-fee-meaning/)  
A reverse termination fee is paid by the buyer to the target if a merger fails on agreed terms. See how it differs from a break-up fee, with live deal examples.
- [How To Read A Merger Proxy: A Checklist For Shareholders Facing A Vote →](https://www.bullished.co/learn/merger-proxy-statement-how-to-read/)  
Facing a merger vote? Read the proxy in this order: price and payment, vote date and threshold, board background, synergy claims, then closing conditions.

### Sources

- [S-4/A — Trump Media & Technology Group Corp. re: Trump Media & Technology Group Corp. (DJT)](https://www.sec.gov/Archives/edgar/data/0001849635/000143774926033844/djt20261026%5Fs4a.htm?ref=bullished.co) — SEC EDGAR
- [Trump Media & Technology Group Corp. (DJT) stock price, news, quote and history - Yahoo Finance](https://uk.finance.yahoo.com/quote/DJT/?ref=bullished.co) — Yahoo Finance
- [Trump Media Investor Says Firm Reaped $18M On Inside Info - Law360](https://www.law360.com/articles/2453492/trump-media-investor-says-firm-reaped-18m-on-inside-info?ref=bullished.co) — law360.com
- [Bloomberg Among Firms Paying Up to $100K a Month for Donald Trump's Posts](https://finance.yahoo.com/markets/crypto/articles/bloomberg-among-firms-paying-100k-021347308.html?ref=bullished.co) — Yahoo Finance
- [Bloomberg, Wall Street firms buy fast access to Truth Social posts, report says | Seeking Alpha](https://seekingalpha.com/news/4659853-bloomberg-wall-street-firms-buy-fast-access-to-truth-social-posts-report-says?ref=bullished.co) — seekingalpha.com
- [彭博社及兩家交易公司訂閱川普貼文快速存取服務](https://hk.finance.yahoo.com/news/%E5%BD%AD%E5%8D%9A%E7%A4%BE%E5%8F%8A%E5%85%A9%E5%AE%B6%E4%BA%A4%E6%98%93%E5%85%AC%E5%8F%B8%E8%A8%82%E9%96%B1%E5%B7%9D%E6%99%AE%E8%B2%BC%E6%96%87%E5%BF%AB%E9%80%9F%E5%AD%98%E5%8F%96%E6%9C%8D%E5%8B%99-014345559.html?ref=bullished.co) — Yahoo Finance

### More on Trump Media

- [Trump Media Sets December 14 Vote On TAE Merger, Fixing Ratio At 4.8327 Shares Per TAE Share](https://www.bullished.co/trump-media-sets-december-14-vote-on-tae-merger-fixing-ratio-at-4-8327-shares-per-tae-efedee07/)
- [Trump Media CEO Targets Year-End Close For TAE Merger And Says Shares Are 'A Buy'](https://www.bullished.co/trump-media-ceo-targets-year-end-close-for-tae-merger-and-says-shares-are-a-buy-3395d3b3/)

[All Trump Media (DJT) coverage →](https://www.bullished.co/tag/djt/)