Trump Media & Technology Group (NASDAQ: DJT) is trying to repackage its pending TAE Technologies merger into a second, more complex corporate restructuring, with ongoing talks to spin off businesses including Truth Social into a separate public company and then merge that entity with Texas Ventures Acquisition III Corp.
Under the contemplated sequence, TMTG would first complete its previously announced merger with TAE, the all-stock transaction previously disclosed at more than $6.0 billion. After that closing, TMTG would spin off businesses including Truth Social into a new public entity called SpinCo.
Shares of SpinCo would be distributed to TMTG shareholders of record from before the TAE merger closes, and SpinCo would then merge with Texas Ventures III, a Cayman Islands SPAC.
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That means investors are being asked to evaluate two linked but still unfinished transactions at once. The first is the pending TAE merger. The second is a possible carve-out and de-SPAC transaction for Truth Social and potentially other assets. TMTG, TAE, and Texas Ventures III explicitly said no definitive agreement has been reached, discussions remain ongoing, and there is no assurance a transaction will occur, on what terms, or on what timeline.
Prior disclosures said legacy Trump Media and TAE shareholders would each own roughly 50% of the combined company on a fully diluted basis after closing, with President Donald Trump’s 114.0 million DJT shares, reported by Reuters as about 40% pre-deal, dropping to roughly 20% post-merger.
TAE is a long-duration fusion bet that has raised about $1.3 billion over 25 years and is pursuing a first 50 MWe utility-scale fusion power plant, with construction targeted to begin in 2026 and broader 350–500 MWe ambitions after that. TMTG, by contrast, disclosed $3.1 billion of total financial assets as of Q3 2025, but also posted a $54.8 million loss in the September-ended quarter.
The merger thesis has been that DJT’s balance sheet can fund TAE’s capital-intensive roadmap. Spinning out Truth Social may clarify that story, but it may also expose how little operating overlap existed in the first place.
In December 2025, DJT shares rose about 35% on the TAE merger announcement after losing more than 70% over the prior 12 months, as the market shifted from valuing Truth Social as a struggling social platform to treating DJT as a capital vehicle tied to fusion and power demand.
Information for this briefing was found via the sources mentioned. The author has no securities or affiliations related to this organization. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
