• Since Trump owns more than 50 percent, the filing notes that “a company of which more than 50 percent of the voting power for the election of directors is held by an individual, group or other company is a ‘controlled company’ and may elect not to comply with certain corporate governance standards.” The filing helpfully explains what this means: “Accordingly, investors may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.” Who wants to invest in a company that has fewer stockholder protections, and is owned by Trump? Oh, and seated on that not-independent board? Donald Trump Jr. and Linda McMahon, who ran for Senate in Connecticut twice (and lost).
• Conservative former Congressman Devin Nunes is paid $750,000 as CEO, despite having zero experience running a tech or media company, and that will go up to $1 million next year. Prior to serving in Congress, he was a farmer. Now, I’m sure you’re thinking, “Gosh, that’s not a lot of money, and there’s no one more qualified at licking Trump’s boots than Nunes. What if he bolts?” Oh ye of little faith, you underestimate Trump’s grifting negotiating prowess! Nunes is also getting a $600,000 “retention bonus”! Keep that number in mind.
• The company’s chief financial officer Phillip Juhan and chief operating officer Andrew Northwall are getting $337,500 and $365,000, respectively. And you’ll be happy to learn that both of them are also getting $600,000 retention bonuses.
• So just to be clear, TMTG’s top three officers are making $3.252 million this year. Therefore, we can assume that the company’s revenues are commensurate with such compensation, right?

• Kash Patel gets $120,000 annually in “consulting” fees, as does Dan Scavino. You might remember Patel as the insurrectionist who Trump attempted to install at the CIA at the last minute. These days, he’s threatening to jail the media if Trump wins in November. Scavino was the longest-tenured member of the Trump administration, ending as Trump’s director of social media, which tells you how effective he was at sucking up to Trump—and how tolerant he was of Trump’s fascism. In fact, former Trump lawyer Jenna Ellis testified that when she told Scavino that Trump had to leave office, he told her, “We don’t care [...] The boss is not going to leave under any circumstances. We are just going to stay in power.” So why do you think two of Trump’s top insurrectionist lieutenants are collecting cushy “consulting” fees from the company?
• Upon the IPO’s closing, the company took out a $50 million loan at eight percent interest, payable in one year. I’m no expert on this, so I could be wrong, but what I always see post-IPO is that a company will sell a certain percentage of shares to fund whatever expansion/operations are needed. Elon Musk did this effectively at Tesla: Every time the stock price spiked, the company would sell extra shares to raise the money the company needed for its next expansion. The only reasons I can see for TMTG to take out a loan is that 1) it doesn’t dilute Trump’s equity stake, keeping him above 50 percent and that magical “we don’t need to follow the rules” level, and 2) they can declare bankruptcy and never pay it back.
• Trump Media reported losing $58.2 million on just $4.1 million in revenue in 2023. The bulk of that massive loss comes from $39.4 million in interest expenses. In 2022, the company had a $50.5-million profit on revenue of $1.47 million. And no, I don’t know how you claim a $50 million profit with revenues below $2 million. Maybe they’re counting loans as profit? The 8-K report states, “To date, TMTG has relied primarily on bridge financing, in the form of convertible promissory notes, to build the Truth Social platform.” I count 20 loans totaling $41.7 million, which the company is now paying off (again, rather than using proceeds from the IPO to raise money for the company).

• Remember, TMTG paid its top three executives $3.252 million for their amazing ability to generate … $4.1 million in revenue. Thank God they granted those generous retention bonuses to keep them around!
• Uh oh, Elon Musk—they’re coming for your schtick: “TMTG has conducted extensive technological due diligence regarding, and has begun testing, a particular, state-of-the-art technology that supports video streaming and provides a ‘home’ for cancelled content creators, and which TMTG aims to acquire and incorporate into its product offerings and/or services as soon as practicable.”
• This is just delicious: “TMTG’s success depends in part on the popularity of our brand and the reputation and popularity of President Trump. The value of TMTG’s brand may diminish if the popularity of President Trump were to suffer [...] President Trump is involved in numerous lawsuits and other matters that could damage his reputation. Additionally, TMTG’s business plan relies on President Trump bringing his former social media followers to TMTG’s platform. In the event any of these, or other events, cause his followers to lose interest in his messages, the number of users of our platform could decline or not grow as we have assumed.” The company is literally admitting that its entire business revolves around Donald Trump and his “reputation.” Anyone who puts a dime into this dumpster fire deserves to lose all their money.
• The filing doesn’t sound all that optimistic: “TMTG expects to continue to incur operating losses and negative cash flows from operating activities for the foreseeable future, as it works to expand its user base, attracting more platform partners and advertisers.” So what is the company doing to attract more users and advertisers? “This growth is expected to come from the overall appeal of the Truth Social Platform.” Ahh, the “vibes” approach to company-building. There is nothing wrong with losing money in order to grow. Most growing businesses do that at some point. But they also don’t go public with a measly $4.1 million in revenue. The norm for Wall Street IPOs is $100 million in revenue and significant year-over-year growth. The idea that a company that has one-third of the revenue of Daily Kos is worth nearly $9 billion is the height of absurdity. And most people know this, which is why this is destined to be a penny stock.

• This is hilarious: “Since its inception, TMTG has focused on developing Truth Social by enhancing features and user interface rather than relying on traditional performance metrics like average revenue per user, ad impressions and pricing, or active user accounts, including monthly and daily active users.” They don’t report those numbers because they are laughable. They add, “TMTG believes that focusing on these KPIs [key performance indicators] might not align with the best interests of TMTG or its shareholders.” Exactly! If people knew just how pathetic their metrics were, the company’s shareholders would be wiped out overnight.

Now remember, the bulk of TMTG’s expenses are those loans, and it didn’t sell any extra shares to pay them off. So to close this recap, let me quote one more line that perfectly encapsulates the inevitable fate of this company:

[M]anagement had substantial doubt that TMTG will have sufficient funds to meet its liabilities as they fall due.

“Truth,” indeed.