Trump Media files Form S-3 with SEC for $2.3B Bitcoin treasury

Trump Media & Technology Group, the parent company of Truth Social, has filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission following a $2.3 billion raise to build one of the largest Bitcoin treasuries.

The registration, announced in a June 5 press release, is tied to recent debt and equity agreements with around 50 investors. These deals include the sale of 55.8 million common shares at $25.72 each and the issuance of $1 billion in zero-coupon convertible notes due 2028, convertible at $34.72 per share. In total, the company raised approximately $2.32 billion.

According to the filing, the proceeds will be used to acquire Bitcoin (BTC) and support general corporate activities. Crypto.com and Anchorage Digital have been selected as custodians for the company’s Bitcoin holdings. In addition to registering roughly 56 million shares and 29 million convertible-note-linked shares for resale, the filing includes a universal shelf provision. 

As part of its larger growth strategy, this allows TMTG the flexibility to issue more securities in the future. The company stated it has no immediate plans to use the shelf but views it as a strategic tool for potential mergers, acquisitions, or other funding needs.

Chief executive officer Devin Nunes said the move aligns with Trump Media’s long-term vision. “We’re systematically putting in place the elements we need to grow the Company according to our plans, acquire crown jewel assets, and draw more customers and users into the patriot economy,” Nunes stated.

He also emphasized that the capital raise and Bitcoin strategy are part of the company’s efforts to maintain independence from traditional financial institutions.

Trump Media has positioned the move as a defense against what it sees as discriminatory practices by banks and financial platforms. Nunes previously described Bitcoin as the “apex instrument of financial freedom,” saying it supports the company’s “America First” mission.

The filing comes on the heels of Trump Media’s announced plans to collaborate with Crypto.com on new crypto exchange-traded funds and financial products. With this move, the company joins other public firms, such as Strategy and GameStop, that are leveraging capital markets to accumulate digital assets.