Form 8-K

8-K — Trump Media & Technology Group Corp.

Accession: 0001437749-26-026597

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001849635

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — djt20260804_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_1001120.htm)

EX-99.1 — EXHIBIT 99.1 (ex_1000119.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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2026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2026

Trump Media & Technology Group Corp.

(Exact name of registrant as specified in its charter)

Florida

001-40779

85-4293042

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

401 N. Cattlemen Rd., Ste. 200

Sarasota, Florida

34232

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (941) 735-7346

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Name of Each

Trading

Exchange

Title of Each Class

Symbol(s)

on Which Registered

Common stock, par value $0.0001 per share

DJT

The Nasdaq Stock Market LLC

Common stock, par value $0.0001 per share

DJT

New York Stock Exchange Texas

Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50

DJTWW

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share common stock at an exercise price of $11.50

DJTWW

New York Stock Exchange Texas

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02

Termination of a Material Definitive Agreement.

Termination of Business Combination Agreement

As previously disclosed, on August 25, 2025, Trump Media & Technology Group Corp., a Florida corporation (“TMTG”) entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among (a) TMTG, (b) Yorkville Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (c) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“SPAC Sub”), (d) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (e) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), as amended by Amendment No.1 to the Business Combination Agreement on October 31, 2025. TMTG, SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, and Sponsor are referred to herein as the “Parties.”

On August 7, 2026, the Parties entered into a Mutual Termination and Release Agreement (the “Termination Agreement”), pursuant to which the Business Combination Agreement was terminated by the mutual consent of the Parties, effective as of August 7, 2026, due to market conditions.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement which is filed hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Description

10.1

Mutual Termination and Release Agreement, dated as of August 7, 2026, by and among TMTG, SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, and the Sponsor.

99.1

Press Release, dated August 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Trump Media & Technology Group Corp.

Dated: August 7, 2026

By:

/s/ Scott Glabe

Name:

Scott Glabe

Title:

General Counsel and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_1001120.htm · Sequence: 2

ex_1001120.htm

Exhibit 10.1

MUTUAL TERMINATION AGREEMENT AND RELEASE

This Mutual Termination and Release Agreement (this “Termination Agreement”) is made and entered into as of August 7, 2026, by and among (a) Yorkville Acquisition Corp., a Cayman Islands exempted Company (“SPAC”), (b) YA S3 Inc., a Florida corporation and an indirect wholly owned subsidiary of SPAC (“SPAC Sub”), (c) Foris Holdings KY Limited, a Cayman Islands exempted company (“Crypto.com”), (d) Crypto.com Strategy Holdings, a Cayman Islands exempted company and an indirect wholly owned subsidiary of Crypto.com (“Crypto.com Sub”), (e) Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), and (f) Yorkville Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). SPAC, SPAC Sub, Crypto.com, Crypto.com Sub, TMTG, and Sponsor are sometimes referred to herein individually as a “Party” and, collectively, the “Parties.”

RECITALS

WHEREAS, the Parties are party to that certain Business Combination Agreement, dated as of August 25, 2025, and as amended by Amendment No. 1 to the Business Combination Agreement, dated as of October 31, 2025 (as so amended, the “BCA”);

WHEREAS, pursuant to Section 9.1(a) of the BCA, the BCA may be terminated by the mutual written consent of the Parties; and

WHEREAS, the board of directors or equivalent governing body of each of SPAC, Crypto.com and TMTG has each determined that it is in the best interest of such Party and its respective shareholders or stockholders to terminate the BCA in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Termination Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Termination Agreement, and intending to be legally bound thereby, the Parties agree as follows:

Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA.

Termination. Pursuant to Section 9.1(a) of the BCA, the Parties hereby agree and acknowledge by mutual written consent that the BCA and all rights, obligations and liabilities of the Parties thereunder are hereby irrevocably terminated effective immediately and of no further force and effect (the “Termination”), and none of the Parties shall have any further rights, remedies, liabilities, duties or obligations under or in connection with the BCA. Notwithstanding the foregoing, the Parties hereby agree that Sections 7.15 and 10.1 and Article XI of the BCA shall survive the Termination. The Parties also acknowledge and agree that each other Ancillary Document (as defined in the BCA), including, without limitation, the Contribution Agreements, the Crypto.com License Agreement, the TMTG License Agreement, the Backstop Agreement, the Sponsor Support Agreement, and the Voting Agreement without limitation and each other document contemplated by or entered into in connection with the BCA, shall be automatically terminated, without further action on the part of the parties thereto, concurrent with the termination of the BCA pursuant hereto.

Waiver and Release. In consideration of the covenants, agreements and undertakings of the Parties set forth herein, effective as of the date of this Termination Agreement, each Party, on behalf of itself and its respective present and former Subsidiaries, Affiliates, officers, directors, stockholders, employees, agents, representatives, successors and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges the other Parties and their respective present and former Subsidiaries, Affiliates, officers, directors, stockholders, employees, agents, representatives, successors and assigns (collectively, “Releasees”) of and from any and all actions, causes of action, suits, losses, liabilities, damages, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in Law or in equity, which any of such Releasors ever had, now have, or hereafter may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising out of or relating to the BCA, the Ancillary Documents or in connection with the transactions contemplated by the BCA, or the Termination (collectively, “Claims”); provided that notwithstanding the foregoing, nothing herein shall release a Party from, and Claims shall not include, the obligations of such Party under (a) this Termination Agreement, or (b) any agreements or arrangements entered into following the date of this Termination Agreement. The Releasors irrevocably covenant not to assert any claim or demand, or commence, institute or voluntarily aid in any way, or cause to be commenced or instituted any proceeding of any kind against any Releasee based upon any Claim.

Public Announcements. Each Party shall consult with the other Parties before issuing any press release or making any public announcement or statement with respect to this Termination Agreement, the BCA or any other transactions contemplated by the BCA, and shall not issue any such press release or make any such public announcement or statement without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that (a) each Party may, without the prior consent of the other Parties, issue any such press release or make any such public announcement, statement or filing as may be required by Law, SEC regulation, or by obligations pursuant to any listing agreement with or rules of Nasdaq in which case, each Party shall provide drafts as soon as reasonably practicable and in any case no later than one business day in advance of any such public announcement, statement or filing; and (b) each Party may, without consultation or consent of the other Parties, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in filings and other communications by such Party with the SEC and Nasdaq, so long as such statements are consistent with previous press releases, public disclosures or public statements made by such Party in compliance with this Termination Agreement.

Representations and Warranties. Each Party represents and warrants to the other Parties that: (a) such Party has all requisite power and authority to enter into this Termination Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Termination Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Termination Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution and delivery by the other Parties, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.

Expenses. All fees, costs and expenses incurred in connection with this Termination Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses. The Parties acknowledge that no termination fee is due or shall otherwise be payable by any Party in connection with the Termination.

Entire Agreement. This Termination Agreement is the entire agreement and understanding between and among the Parties with respect to the Termination.

Non-Disparagement. Each Party agrees that it will refrain from making negative or disparaging remarks about the other Party or such other Party’s affiliates or otherwise take any action which could reasonably be expected to adversely affect such Party or such Party’s affiliate’s personal or professional reputation.

Miscellaneous. Sections 11.1 through 11.3, 11.6 through 11.12 and 11.14 (except with respect to the release provided by Section 3 of this Termination Agreement) of the BCA are hereby incorporated by reference and shall apply mutatis mutandis as if set forth at length herein. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Termination Agreement.

[signature page follows]

IN WITNESS WHEREOF, each Party has executed and delivered this Termination Agreement as of the date and year first written above.

SPAC:

YORKVILLE ACQUISITION CORP.

By: /s/ Troy Rillo

Name: Troy Rillo

Title: Chief Executive Officer

SPAC Sub:

YA S3 INC.

By: /s/ Troy Rillo

Name: Troy Rillo

Title: President

Sponsor:

YORKVILLE ACQUISITION SPONSOR LLC

By: Yorkville Advisors Global, LP, its Manager

By: Yorkville Advisors Global II, LLC, its General Partner

By: /s/ Troy Rillo

Name: Troy Rillo

Title: Partner

IN WITNESS WHEREOF, each Party has executed and delivered this Termination Agreement as of the date and year first written above.

Crypto.com:

FORIS HOLDINGS KY LIMITED

By: /s/ Kris Marszalek

Name: Kris Marszalek

Title: Chief Executive Officer

Crypto.com Sub:

CRYPTO.COM STRATEGY HOLDINGS

By: /s/ Kris Marszalek

Name: Kris Marszalek

Title: Chief Executive Officer

TMTG:

TRUMP MEDIA & TECHNOLOGY GROUP CORP.

By: /s/ Kevin McGurn

Name: Kevin McGurn

Title: Interim Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1000119.htm · Sequence: 3

ex_1000119.htm

Exhibit 99.1

Crypto.com, Trump Media and Technology Group, and Yorkville Provide Update on

CRO Digital Asset Treasury and ETF Partnership

August 7, 2026 – Crypto.com, Trump Media & Technology Group Corp. (NASDAQ, NYSE Texas: DJT) (“Trump Media”), Yorkville Acquisition Corp. (NASDAQ: MCGA) today jointly announced an update to mutually terminate their previously announced proposed business combination to establish Trump Media Group CRO Strategy, Inc., citing prevailing market conditions, and shifting business and stakeholder priorities.

All initial discussions and development efforts regarding the proposed business combination and digital asset treasury structure will be formally concluded.

Separately, Crypto.com, Trump Media, and Yorkville America have mutually agreed not to pursue their previously announced partnership to have Crypto.com service certain of Yorkville America’s anticipated ETF offerings. Other than the discontinuation of this proposed, limited servicing partnership, Yorkville America’s business and plans for its existing and future ETF offerings remain unchanged.

About Crypto.com

Founded in 2016, Crypto.com is trusted by millions of users worldwide and is the industry leader in regulatory compliance, security and privacy. Our vision is simple: Cryptocurrency in Every Wallet™. Crypto.com is committed to accelerating the adoption of cryptocurrency through innovation and development of new use cases including prediction markets and tokenized RWAs.

Learn more at https://crypto.com.

About Trump Media

The mission of TMTG is to end Big Tech's assault on free speech by opening up the Internet and giving people their voices back. TMTG operates Truth Social, a social media platform established as a safe harbor for free expression amid increasingly harsh censorship by Big Tech corporations; Truth+, a TV streaming platform focusing on family friendly live TV channels and on-demand content; and Truth.Fi, a financial services and FinTech brand incorporating America First investment vehicles.

About Yorkville Acquisition Corp.

Yorkville Acquisition Corp. is a blank check company newly incorporated as a Cayman Islands exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The company may pursue an initial business combination target in any business or industry or at any stage of its corporate evolution. The company’s primary focus will be on completing a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. The board of Yorkville Acquisition Corp. is pursuing this business combination, subject to customary closing conditions. For more information, please visit www.yorkvilleac.com.

Yorkville Acquisition Corp. is sponsored by Yorkville Acquisition Sponsor LLC. Yorkville Securities, LLC has acted as an advisor to Yorkville Acquisition Sponsor LLC.

Media Contact

Crypto.com

press@crypto.com

Trump Media & Technology Group

press@tmtgcorp.com

Yorkville Acquisition Corp.

YORK@mzgroup.us

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