Form SC 13G - Statement of Beneficial Ownership by Certain Investors
26 Settembre 2024 - 10:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Trump
Media & Technology Group Corp.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
25400Q105
(CUSIP
Number)
March
25, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 25400Q105 |
|
Schedule
13G |
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Page
1 of 6 |
1 |
Names
of Reporting Persons
United
Atlantic Ventures LLC |
2 |
Check
the Appropriate Box if a Member of a Group
(a)
☐
(b)
☐ |
3 |
SEC
Use Only
|
4 |
Citizenship
or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
100 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
100 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
100 |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
11 |
Percent of Class Represented by Amount in Row 9
0.0% |
12 |
Type of Reporting Person
OO
(Limited Liability Company) |
CUSIP
No. 25400Q105 |
|
Schedule
13G |
|
Page
2 of 6 |
1 |
Names
of Reporting Persons
Andrew
Litinsky |
2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ |
3 |
SEC
Use Only
|
4 |
Citizenship
or Place of Organization
United
States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole
Voting Power
0 |
6 |
Shared
Voting Power
100 |
7 |
Sole
Dispositive Power
0 |
8 |
Shared
Dispositive Power
100 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
100 |
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable
|
11 |
Percent of Class Represented by Amount in Row 9
0.0% |
12 |
Type
of Reporting Person
IN |
CUSIP No. 25400Q105 |
|
Schedule 13G |
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Page 3 of
6 |
Explanatory
Note
This
Schedule 13G is being filed to report that, as of the date of this filing, the Reporting Persons (as defined below) own less than 5%
of the outstanding common stock, par value $0.0001 per share (“Common Stock”) of Trump Media & Technology Group Corp.
(the “Issuer”). Upon the closing of the Issuer’s business combination transaction on March 25, 2024, United Atlantic
Ventures LLC beneficially owned 7,525,000 shares of Common Stock, representing 5.5% of the then-outstanding Common Stock. As of the date
of this filing, United Atlantic Ventures LLC owns 100 shares. Andrew Litinsky is the managing member of United Atlantic Ventures LLC
and as a result, may be deemed to share beneficial ownership of the shares of Common Stock held directly by United Atlantic Ventures
LLC.
ITEM
1. |
(a) |
Name
of Issuer: |
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Trump
Media & Technology Group Corp. |
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(b) |
Address
of Issuer’s Principal Executive Offices: |
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401
N. Cattlemen Rd., Ste. 200, Sarasota, Florida 34232. |
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ITEM
2. |
(a) |
Name
of Person Filing: |
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Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of: |
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United
Atlantic Ventures LLC and
Andrew Litinsky |
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(b) |
Address
or Principal Business Office: |
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The
principal business address of each of the Reporting Persons is 900 SE 2nd St., Apt. 503, Fort Lauderdale, Florida 33301. |
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(c) |
Citizenship
of each Reporting Person is: |
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United
Atlantic Ventures LLC is organized under the laws of the state of Delaware. Mr. Litinsky is a citizen of the United States. |
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(d) |
Title
of Class of Securities: |
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|
|
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Common
stock, par value $0.0001 per share. |
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(e) |
CUSIP
Number: |
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|
|
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25400Q105. |
CUSIP
No. 25400Q105 |
|
Schedule
13G |
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Page
4 of 6 |
Not
applicable.
(a-c)
The
ownership information presented below represents beneficial ownership of shares of Common Stock as of the date of this filing based upon
200,158,196 shares of Common Stock outstanding as of August 15, 2024, as disclosed in the Issuer’s prospectus filed pursuant to
Rule 424(b)(3) with Securities and Exchange Commission on September 5, 2024.
Reporting Person | |
Amount beneficially owned | | |
Percent of class: | | |
Sole power to vote or to direct the vote: | | |
Shared power to vote or to direct the vote: | | |
Sole power to dispose or to direct the disposition of: | | |
Shared power to dispose or to direct the disposition of: | |
United Atlantic Ventures LLC | |
| 100 | | |
| 0.0% | | |
| 0 | | |
| 100 | | |
| 0 | | |
| 100 | |
Andrew Litinsky | |
| 100 | | |
| 0.0% | | |
| 0 | | |
| 100 | | |
| 0 | | |
| 100 | |
United
Atlantic Ventures LLC is the record holder of the shares of Common Stock reported herein. Andrew Litinsky is the managing member of United
Atlantic Ventures LLC and as a result, may be deemed to share beneficial ownership of the shares of Common Stock held directly by United
Atlantic Ventures LLC.
ITEM
5. | Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners
of more than five percent of the class of securities, check the following: ☒
ITEM
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
ITEM
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not
applicable.
ITEM
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
ITEM
9. | Notice
of Dissolution of Group. |
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
CUSIP
No. 25400Q105 |
|
Schedule
13G |
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Page
5 of 6 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: |
September
26, 2024 |
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United
Atlantic Ventures LLC |
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By: |
/s/
Andrew Litinsky |
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Name: |
Andrew
Litinsky |
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Title: |
Managing
Member |
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Andrew
Litinsky |
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/s/
Andrew Litinsky |
CUSIP
No. 25400Q105 |
|
Schedule
13G |
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Page
6 of 6 |
LIST
OF EXHIBITS
Exhibit
99
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that
they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments
thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible
for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason
to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of September 26, 2024.
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United
Atlantic Ventures LLC |
|
|
|
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By: |
/s/
Andrew Litinsky |
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Name: |
Andrew
Litinsky |
|
Title: |
Managing
Member |
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|
Andrew
Litinsky |
|
|
|
/s/
Andrew Litinsky |
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