Trump Media & Technology Group Amends Convertible Note; Files S‑4

What Happened

• On September 30, 2026, Trump Media & Technology Group Corp. (TMTG) and TAE Technologies, Inc. (TAE) executed an Amended and Restated Unsecured Convertible Promissory Note (the Amended Note) that replaces the prior note dated December 18, 2025. The Amended Note reflects an initial principal (First Tranche) of $200,000,000 and preserves TMTG’s existing economic and voting rights tied to that debt. TMTG and TAE also jointly announced the filing of a Form S‑4 registration statement with the SEC related to their merger on the same date.

Key Details

• Amended Note principal: $200,000,000 initially funded; TAE may request an additional $100,000,000 (Second Tranche) during the Second Tranche Draw Period (commenced on S‑4 filing and ends 60 days later or upon merger termination; deadline Nov 29, 2026, if not earlier). Minimum drawdown: $50,000,000 unless agreed otherwise.
• Total maximum outstanding principal: $300,000,000 plus PIK interest. Interest rate: 7% per year, paid-in-kind (PIK) by increasing principal on quarterly interest dates (Mar 31, Jun 30, Sep 30, Dec 31); outstanding accrued interest as of the Amended Note date: $10,969,863.01.
• Maturity and conversion: principal and accrued interest are due on the second anniversary of each tranche’s funding or earlier if the note terminates; conversion triggers include a qualified financing of at least $300,000,000, certain other financings if elected by TMTG, termination of the merger (in some cases automatically), or TMTG election at maturity.
• Governance/power: TMTG receives pre-conversion voting rights equal to the number of whole shares equal to 25% of (outstanding principal + accrued interest) divided by the Original Issuance Price of TAE’s most senior equity, counted for quorum and votes and remaining through defaults. Events of default include failure to pay (10‑day cure), insolvency, material breaches, and illegality.

Why It Matters

• For investors, the amendment formalizes and expands TAE’s indebtedness to TMTG while preserving TMTG’s ability to convert debt into equity or exercise voting influence before conversion. The 7% PIK structure increases the loan balance over time (raising potential future conversion/dilution) but interest does not compound on prior PIK additions. The S‑4 filing marks formal progress toward the proposed merger, and the Second Tranche availability (up to $100M) and TMTG’s pre‑conversion voting rights are important items to watch for their potential impact on ownership, voting control, and dilution.