WHO PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 2024
Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50 Lock-Up Agreements
On the Closing Date, Public TMTG entered into Lock-up Agreements (the “Lock-Up Agreements”) with: Andrew Northwall, Daniel Scavino Jr., Devin G. Nunes, Donald J. Trump, Jr., President Donald J. Trump, Kashyap “Kash” Patel, Phillip Juhan, Scott Glabe and Vladimir Novachki (the “Holders”), pursuant to which they are contractually restricted from selling or transferring any of (i) their shares of Public TMTG’s Common Stock held immediately following the Closing and (ii) any of their shares of Public TMTG’s Common Stock that result from converting securities held immediately following the Closing (the “Lock-Up Shares”). Such restrictions became applicable commencing from the Closing Date and end the earliest of (i) the six-month anniversary of the Closing Date, (ii) on the date on which the closing stock price for Public TMTG Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date, and (iii) such date on which Public TMTG completes a liquidation, merger, stock exchange or other similar transaction that results in all of Public TMTG stockholders having the right to exchange their shares of Public TMTG Common Stock for cash, securities or other property (the “Lock-Up Trading Restrictions”). In addition, subject to certain customary exceptions, the Amended Charter also includes Lock-Up Trading Restrictions, which apply to holders who received Public TMTG Common Stock in exchange for their TMTG common stock, but excluding shares of Public TMTG Common Stock issued to holders of TMTG common stock prior to the Closing Date in exchange for their TMTG Convertible Notes.