-Filing-
This prospectus relates to the resale of 37,969,380 shares of common stock of Trump Media & Technology Group Corp. ("TMTG," "Company," "we" or "our") consisting of (i) 37,644,380 shares of the common stock, par value $.0001 per share (the "Shares"), by YA II PN, LTD., a Cayman Islands exempt limited partnership ("Yorkville"), (ii) 200,000 shares of Common Stock to be issued to Yorkville concurrently or within one business day of the filing of this registration statement as consideration for entering into the SEPA (as hereinafter defined) (the "Commitment Shares") and (iii) 125,000 shares of Common Stock (the "Placement Agent Shares") issuable to EF Hutton LLC ("EF Hutton") concurrently or within one business day of the filing of this registration statement, as exclusive placement agent in connection with the transactions contemplated by the SEPA (as defined below). The shares of common stock included in this prospectus consist of Shares that we may, in our discretion, elect to issue and sell to Yorkville, from time to time after the date of this prospectus, pursuant to a standby equity purchase agreement we entered into with Yorkville on July 3, 2024 (the "SEPA"), in which Yorkville has committed to purchase from us, at our direction, up to $2,500,000,000 of Shares, subject to terms and conditions specified in the SEPA. As of the date of this prospectus, we have not issued any Shares to Yorkville.