Trump Media Sets December 14 Vote On TAE Merger, Fixing Ratio At 4.8327 Shares Per TAE Share
The amended filing shows a 2025 pro forma net loss of $945.6 million and a November 30 right to demand cash on $1.0 billion of notes.
Trump Media & Technology Group, which runs the Truth Social platform, will put its pending all-stock merger with fusion developer TAE Technologies to a December 14 shareholder vote, according to an amended registration statement filed Monday. The Trump Trust has committed to vote its 114,750,000 shares, about 41% of the company.
A fixed ratio and a 49.49% split
The filing sets the current exchange ratio at 4.8327 Trump Media shares for each TAE share, based on October 30, 2026 share counts. The ratio is fixed: there is no price collar, and neither side can walk away because of stock-price moves alone.
About 292,793,640 new Trump Media shares would go to TAE holders. On a fully diluted basis, Trump Media holders and TAE holders would each own 49.49%, with a further 6,000,000 shares going to Yorkville Ives as an advisory fee.
Trump Media's closing price fell from $10.47 on December 17, 2025 to $5.59 on October 30, 2026. Because the ratio floats with no collar, the value TAE holders receive moves with that price.
Losses and a November 30 cash demand
On a pro forma combined basis, the 2025 net loss comes to $945.6 million, or $1.71 a share, on net sales of $4.9 million. Trump Media alone lost $712.3 million on revenue of $3.7 million that year. The filing presents no synergies.
The bigger near-term pressure is Trump Media's $1.0 billion of 0.00% convertible senior secured notes. Holders can demand cash repayment at face value on November 30, 2026, and the filing lists as a risk that the company may lack the cash, forcing a refinancing, an equity raise or bitcoin sales.
TAE carries going-concern doubt, the auditor-style warning that it may not be able to keep operating. Trump Media has funded a $300 million convertible note to TAE in two tranches, the second of $100 million on October 7, 2026.
What Trump Media is buying
Trump Media also runs the Truth+ streaming service and Truth.Fi, its financial technology brand. Its board cites TAE's fusion technology, a faster path to a commercial-scale prototype plant, and fusion power's potential to serve AI and data-center electricity demand.
The merger agreement runs to December 18, 2026, with a $90 million termination fee on each side and expense reimbursement of up to $30 million. Trump Media's authorized common shares would double to 1,998 million from 999 million under a charter amendment on the ballot.
The meeting is at 9:15 a.m. ET, with a November 2 record date. Proxy materials are slated to go out around November 6.
Holders vote December 14, two weeks after the November 30 date when noteholders can demand their cash.
Sources
- S-4/A — Trump Media & Technology Group Corp. re: Trump Media & Technology Group Corp. (DJT) — SEC EDGAR
- DJT Stock Slumps Overnight: Trump Cancels Iowa, Kansas Weekend Rallies, Pivots To Tele-Appearance Just 4 Days Before Midterms — Yahoo Finance
