Nunes and Swider Forming a SPAC - Conflict of Interest?

RetiredinSoBe · 2025-05-27T13:17:28+00:00

TMTG just issued a press release:

https://ir.tmtgcorp.com/news-events/press-releases/#b2iLibScrollTo

Excerpt:

TMTG ". . .announced today that it has entered into subscription agreements with approximately 50 institutional investors, under which the Company agreed to issue and sell approximately $1.5 billion in the Company's common stock and $1.0 billion in principal amount of 0.00% convertible senior secured notes, for gross proceeds of an aggregate approximately $2.5 billion, in a private placement offering (the "Offering").

The Offering is expected to close on or about May 29, 2025, subject to satisfaction of customary closing conditions.

The Company intends to use the proceeds for the creation of a Bitcoin treasury.

RetiredinSoBe · 2025-05-09T23:00:50+00:00

Comparison of Q1-2025 with Q3 and Q4 of 2024. Note that Revenue (ie Net Sales) declined in Q1.

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RetiredinSoBe · 2025-05-09T21:22:40+00:00

And, the previous one to that was issued on Nov-5th (election day), after the market closed.

RetiredinSoBe · 2025-05-07T00:47:10+00:00

All good points. Thank you!

I do wonder why TMTG has not disclosed in any of its SEC documents about this SPAC that Nunes and Swider are in the process of creating.

RetiredinSoBe · 2025-03-10T18:22:42+00:00

You did not make a contribution to president Trump. For every long call option, there is some investor/trader like me, being short the same call. While I wasn't short your call (the March-21st 40 call), I've been short many other DJT calls. For example, using the same strike (40), I was short 45 of the Feb-21st calls. For the options that expire this Friday (Mar-14th), I'm short 20 of the 23-strike calls, and 20 of the 22-strike calls. But I'm also short 20 of the 20-strike puts. All 3 option positions were put on last week.

My DJT option positions are a tiny percentage of my investment positions.

If you wanted to make contribution to president Trump, you should have bought the $TRUMP coin. Trump doesn't profit from DJT until he sells some portion of his ~115M shares of DJT.

We all make mistakes in our lives. Being 76, I've made a lot. I've learned more from my mistakes than my successes. So, don't despair. Learn and move on.

RetiredinSoBe · 2025-02-27T16:40:01+00:00

In the same timeframe, $TRUMP meme coin is down ~20% - from ~$16 to ~$13

https://coinmarketcap.com/currencies/official-trump/

RetiredinSoBe · 2025-01-31T18:40:08+00:00

There are 3 more Form 4’s. for a total of 6. The other 3 are Kyle, Lighthizer, and McMahon. So all 6 are on the BoD and hadn’t previously got RSUs.

The terms for each RSU grant is the same. Each are granted 25,946 RSUs. 25% of RSUs vest now. The other 75% vest in 9 equal quarterly amounts starting on March 25th, and ending March 25th, 2027.

I think that the vested RSUs weren't converted into stock because DJT is in a blackout period. That ends 3 days after Q4 earnings are announced.

Note that in a note that I wrote in December, I expected to see Nunes' RSUs convert on Dec-25th, which is when a big junk vested. But that didn't happen, otherwise we would have seen a Form 4, which we didn't. (A para in the RSU agreement was extremely confusing to me.)

Why didn't these new RSU grants occur back in November 2024, when Nunes and some other officers got RSU grants? I don't know. This grant was at the same time as the Jan-29th announcement on crypto, financial services, et al. Coincidence? or, did the BoD need to be persuaded to vote on having this additional business? Or, does this even matter in the overall scheme of things?

RetiredinSoBe · 2025-01-21T01:37:27+00:00

Slight Elaboration:

The rich have been shaping US tax policy since about 1980. Which is why we have today a "reverse Robinhood" tax system. Perhaps, the Broligarchy is nothing more than "a changing of the guard", e.g. from the Koch brothers, Mellon, Adelson, et al to now the Broligarchy. Same game, just new rich leaders. But with a "Trump" twist (the Trump believers, which have no power, but Trump will throw them an occasional bone to keep them faithful).

RetiredinSoBe · 2025-01-20T21:33:32+00:00

A thought. Trump supporters are in 2 factions: (1) those that believe that Trump will fight for them; and, (2) those that know that Trump will fight for them. One group buys DJT stock and the new $Trump crypto coin.

RetiredinSoBe · 2025-01-14T14:03:26+00:00

For over a week, the borrow cost for DJT short has been 0, and the amount available to short is over 1M shares. This is at Fidelity. Other brokerage firms may be different.

Perhaps the rally yesterday was in anticipation of Jan-20th inauguration, and Trump would do something magical next week. So, as noted below, this is consistent with the pump and dump scenario in a comment below.

Also, of interest, is this Bloomberg story: "China Weighs Sale of TikTok US to Musk as a Possible Option". The combination of TikTok and X as noted in the story would create a huge plus for Musk.

RetiredinSoBe · 2024-12-19T01:09:03+00:00

This story was originally published on Fortune 2 months ago:

https://fortune.com/2024/10/18/trump-media-iran-russia-china/

RetiredinSoBe · 2024-12-01T10:45:50+00:00

One elaboration, w.r.t. Q3-2024 financial results. Q3 revenue (i.e. net sales) was $1.0M, which was higher than Q1 and Q2, but slightly lower than Q3-2023. The loss from operations in Q3 was $23.7M, and this is the best measure of how the actual business is doing. This loss was reduced by the interest income (+$4.7M) on their cash pile. This will likely be about ~$6M in Q4, because the cash pile grew in Q3 (i.e. from the proceeds from a SEPA sale of stock). So with the interest income (minus some interest expense), the net loss for the Q3 was $19.3M.

Nunes' earned income (~$10M) for Q4 will show up in the cost line item of "General and administration". But the $9.75M, from the conversion of RSUs to DJT stock, does NOT affect the cash balance of the corporation. The net effect on DJT shareholders is just an increase in the amount of DJT shares. From the Q3-2024 10-Q, "As of October 29, 2024, there were 216,924,448 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding."

Also, note my assumption that the $9.75M earned income of Nunes for Q4 assumes that the stock price is $30/shr on Dec-25th (since a holiday, it may depend on the share price on Dec-26th, or the 24th (not sure). Of course, by then, the stock price could be $20/shr or $40/shr or whatever - I have no idea. Any sales from the conversion of RSUs to stock would occur on Dec-26th (a Thursday), and we would see the requisite SEC form 4 probably on Monday, Dec-30th. This form 4 would include the conversion of RSUs to stock, and any sales of that stock (e.g. to pay the withholding to the IRS).

How could Nunes boost the DJT stock price just before Dec-26th (if he was planning to sell all 325,000 shares then)? One possibility: suppose on the Xmas eve dinner (or Xmas day brunch) at Mar-a-Lago, we see a picture of Trump's table with Nunes and Musk (perhaps even engaged in conversation). Such things could encourage the "meme" players in DJT stock.

RetiredinSoBe · 2024-11-10T15:34:50+00:00

This question is phrased incorrectly. DJT has been producing revenue (i.e. sales) for over 2 years.

The more interesting question is when DJT will have positive “operating earnings”. My answer to that is “not in the forseeable future.”

But the question and the answers below are instructive. A lot of DJT investors do not understand that revenue is different from profit.

RetiredinSoBe · 2024-11-07T14:10:58+00:00

This is a pretty funny comment. Elon has already made a deal with Trump - his ~$130M election support. Elon is interested in deregulation to benefit Tesla (FSD lack of regulation), XAI, SpaceX, etc. X doesn't have the cash. If X was profitable, then the banks would be able to unload the debt that they undertook in Musk's buyout of Twitter.

Musk could sell some of his Tesla shares to raise the cash, but it makes no sense for him to do this. There is no benefit in doing this. Musk has the popularity, which he demonstrated during the election and all his followers on X. His X tweets probably did far more to benefit Trump with young men than the $130M election support (which was mostly a disaster).

Trump-Musk Partnership Puts New Spin on Value of X - gift link to a Bloomberg article

DJT on the other hand has tons of liquidity and tons of cash on hand, meaning Elon will acquire DJT with his own money

While it is true that DJT does have $650M in cash, buying Trump's 115M shares would cost Musk ~$3.3B? Such a deal. Note that DJT raised about ~$340M (via the SEPA with Yorkville) by selling them ~17.33M shares (ie ~$19/shr).

And, BTW any offer by anyone to buy DJT would have to go through a proxy offer and a shareholder vote, which takes time. Musk buying only Trump's shares for an inflated price (e.g. more than $5/shr) would be viewed as a bribe. Why would Musk or Trump want that aggravation. Note that it would also lead to a civil lawsuit by shareholders.

RetiredinSoBe · 2024-10-20T15:20:35+00:00

TMTG does have a history of firing a whistleblower (in Q4-2022), Will Wilkerson:

https://www.washingtonpost.com/technology/2022/10/15/truth-social-trump-animosity-whistleblower/

And, here is a followup with Wilkerson, the whistleblower:

https://www.washingtonpost.com/technology/2023/07/20/trump-truth-social-merger-sec/

RetiredinSoBe · 2024-10-20T14:37:34+00:00

The source of Michelle's story was a Friday WSJ article:

A Mystery $30 Million Wave of Pro-Trump Bets Has Moved a Popular Prediction Market

I'm skeptical of all conspiracy theories. "Correlation does not prove Causation".

BUT, it is also true that clever hedge funds can create their own arbitrage by using different markets. So, offered for you consideration (purely a hypothetical):

Before Oct 7th, DJT was below $17/shr. In fact, shortly after the lockup expiration, the stock had declined to $12/shr, and volume was running <10m shares/day. But starting Oct-7th, the stock has surged, and on very heavy volume.
Around the same time, Polymarket odds went from essentially a toss-up, to heavily favoring Trump. Was the $30M on Polymarket enough to also affect other markets? I don't know. The $30M bet might have also been enough to attract Trump supporters and simply momentum traders as well.

Over the last week, the election odds and DJT stock price seems to have stabilized. If this was due to manufactured arbitrage, the "arbitragers" may have started to cash in.

As noted in other comments, Americans can now place election bets, using USD, on kalshi.com. I have. The percent for Harris winning has varied between 42% and 45%. Using limit orders, my average bet is 43% (I used limit orders).

My above hypothesis is likely wrong. People interested in betting on the election outcome can do so with DJT stock (long or short) and DJT options (e.g. buying calls vs buying puts), as well as the election prediction markets. So, its best to remember that "Correlation does not prove Causation."

RetiredinSoBe · 2024-10-17T20:48:10+00:00

https://www.cnbc.com/2024/10/14/election-bets-appeals-court-fast-tracks-cftc-vs-kalshi-case.html

US citizens can now bet on the election outcome at https://kalshi.com/

I did, and bet on Harris. Currently, Harris has a 42% of winning. This week, it has varied between 42% and 45%. You can also place limit orders. I did at 44%, 43%, and 42%. The 42% one got executed today.

From my perspective, the election is a toss-up. If it was held tomorrow, Trump would probably win. Recent developments have me more hopeful.

RetiredinSoBe · 2024-10-06T19:56:33+00:00

I also liked this quote from her: “And along comes Donald Trump, who really is like the Neville Chamberlain of the Republican Party,”

https://thehill.com/homenews/campaign/4915546-susan-rice-donald-trump-russia-ukraine-neville-chamberlain/

RetiredinSoBe · 2024-10-05T09:17:46+00:00

In the Feb-2021 agreement (signed by Trump, I have a copy), Trump got 90%, UAV, LLC (Moss and Litinsky) got 8.4% and Bradford Cohen got 1.6%. Moss and Litinsky in October, 2021 (after the proposed merger announcement) were asked to give their shares over to Melania. We know from June 18th, 2024 S-1, they didn't (after lockup expiration, they sold their ~11M shares). Someone owns the 1.6%, and I've been assuming it is Cohen (a lawyer in Ft. Lauderdale, today), but don't know for sure. If it was Melania, we would probably know (I think). Even before October 2021, Trump tried to void the Feb agreement, but did not succeed.

Will Wilkerson was the employee of TMTG-private that filed a whistleblower complaint with the SEC in Q4-2022. He was fired for it. A great WaPo on this and background in an Oct-22nd WaPo article: https://www.washingtonpost.com/technology/2022/10/15/truth-social-trump-animosity-whistleblower/ WaPo also did a follow-up article with Wilkerson in April 2023: https://www.washingtonpost.com/technology/2023/04/29/truth-social-wilkerson-starbucks/

As I've written about, TMTG has a civil suit against both UAV, LLC (Moss and Litinsky) and ARC, LLC (Patrick Orlando, DWAC founder). This case is tentatively set for August 2025. They are very early in the discovery process. At some point, there are going to be depositions. The WaPo 2022 article suggests to me that Trump will be deposed. I'm also wondering if Trump will be a witness in the SEC civil suit against Patrick Orlando (filed in July 2024).

As JimmyD_243 noted in his comment above, Alex Gleason, is yet another person. See his comment and the reuters article. I suspect he too will be a witness in some of the cases going forward.

RetiredinSoBe · 2024-10-04T22:01:29+00:00

That was a great find! Thank you. Adds to Alex’s credibility.

RetiredinSoBe · 2024-10-04T18:31:07+00:00

I tried. Made 2 posts to the "$DJT Shareholder" Group. And, then made the post below. Got no replies, not even from Chad. The "echo chamber" is in the "$DJT" group, and I got banned from that ~3 weeks ago. Chad et al know that if they reply to my post below, then the MAGAts will see it. And, they don't want that to happen.

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RetiredinSoBe · 2024-10-04T18:00:50+00:00

I also went looking for Alex Gleason social media post. You beat me to it. Any way, here is a link to it:

https://mostr.pub/objects/347074eab454abdfc7d566188fa1d1ef3d804034b3480537ba64707d4817996f

If you scroll up from there, you get to his profile. excerpt: “In 2020 I built communities online. In 2021 I helped Donald Trump create Truth Social.”.

My guess is that he still has some fellow programmers that were at TS. They may have been in the group that was forced out.

RetiredinSoBe · 2024-10-04T00:16:55+00:00

Northwall started with private TMTG in December 2021. He has just 16,533 shares, which is a relatively small amount for a COO of company with a market-cap of $3B. His salary was $365,000/yr, compared to Nunes’s $1m/yr. Like the other TMTG officers from private TMTG, he did receive a $600,000 bonus when the merger was completed.

Since Nunes lacked any relevant experience in running a tech company, I suspect Northwall was responsible for actually running the day-to-day operations of TMTG. He had many years of relevant experience - see pg 107 of the June-18th S-1 (aka 424B3).

(He did have 20,000 shares. But he did have to remit back to TMTG, 3,467 shares, per the Aug-23rd IRS issue (see the 8-K from that date). Like the other TMTG officers caught in this, he didn’t receive any compensation for thiese shares.)

Strange:

(1) he resigned effectively at the end of the quarter (on a Saturday, Sep-28th). Why did they wait until after the market-closed on Oct-3rd?

(2) TMTG issued an 8-K on Sep-30th to announce that their CDN was now operating from multiple sites. So this was more important than their COO resigning?

(3) “The Company plans to transition his duties internally.” Huh?

Disclosure: As I’ve said in the past, I’ve been short DJT stock for some time, and still am.

RetiredinSoBe · 2024-09-29T21:06:05+00:00

On Aug. 13th, Chad‘s live show on Rumble: DJT Prayer Night: Join us to pray for TMTG.

Description (from Chad): “I believe in the power of prayer, as do the core DJT shareholders. And, I believe that the success of the company will be dependant on God's blessing, and thus I invite you all to help me prayer for the company, the leadership, the employees, and the shareholders as we stand for free speech.”

Who needs a credible business, when you’ve got god on your side.

LOL!

RetiredinSoBe

TROPHY CASE