Trump Media Sets Dec. 14 Vote On TAE Fusion Deal, With A 4.82 Exchange Ratio And No Price Collar
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.
Trump Media & Technology Group, 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. 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% 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.
Sources
- S-4/A — Trump Media & Technology Group Corp. re: Trump Media & Technology Group Corp. (DJT) — SEC EDGAR
- Trump Media & Technology Group Corp. (DJT) stock price, news, quote and history - Yahoo Finance — Yahoo Finance
- Trump Media Investor Says Firm Reaped $18M On Inside Info - Law360 — law360.com
- Bloomberg Among Firms Paying Up to $100K a Month for Donald Trump's Posts — Yahoo Finance
- Bloomberg, Wall Street firms buy fast access to Truth Social posts, report says | Seeking Alpha — seekingalpha.com
- 彭博社及兩家交易公司訂閱川普貼文快速存取服務 — Yahoo Finance
