Truth Social Spin-Off Discussed by Trump Media
Trump Media is discussing a Truth Social Spin-Off distributed to pre-merger shareholders and merged with Texas Ventures III, reshaping investor exposure.
KEY TAKEAWAYS
- Companies discussed spinning Truth Social into a SpinCo distributed to pre-merger TMTG shareholders.
- SpinCo would merge with Texas Ventures III SPAC and requires regulatory, shareholder and board approvals.
- The sequence would separate media and fusion assets, reconfiguring investor exposure to distinct businesses.
HIGH POTENTIAL TRADES SENT DIRECTLY TO YOUR INBOX
Add your email to receive our free daily newsletter. No spam, unsubscribe anytime.
Trump Media & Technology Group said in a GlobeNewsWire press release on Feb. 27, 2026, that it is discussing a Truth Social spin-off to be distributed to pre-merger TMTG shareholders and merged with a special purpose acquisition company (SPAC) after the pending TMTG-TAE merger.
SpinCo Transaction and Ownership Structure
The companies outlined a three-step process following the close of the pending TMTG-TAE merger. First, the merger would close. Second, Truth Social and related businesses would be separated into a new publicly traded entity, SpinCo. Third, SpinCo would merge with Texas Ventures Acquisition III Corp. (Nasdaq: TVA), a Cayman Islands SPAC formed in 2024. The companies said no definitive agreement has been reached, and any spin-off would require regulatory, shareholder, and board approvals.
The all-stock TMTG-TAE transaction announced in December 2025 was valued at more than $6 billion. On a fully diluted basis, legacy TMTG and TAE shareholders would each hold roughly half of the combined company. Donald Trump’s stake would decline from about 52% (114 million shares) to roughly 20% under the proposed terms.
TMTG’s latest quarterly results, for the three months ended Sept. 30, 2025, showed a net loss of $54.8 million and a roughly 4% revenue decline. The company reported about $3.1 billion in total financial assets, including roughly $2 billion in bitcoin.
TAE Technologies, founded in 1998, is a privately held fusion-energy company that has raised about $1.3 billion. It targets a 2026 start for constructing a 50-megawatt electric utility-scale plant, with later projects planned in the 350–500-megawatt range. Under the proposed structure, TAE’s fusion operations and certain TMTG assets would remain with the parent company, while the social-media business would operate through SpinCo. The companies said this split would create two distinct public vehicles pursuing different commercial objectives and reconfigure how investors hold exposure to the technology and media businesses.
"Any definitive agreement to spin off Truth Social would be subject to certain regulatory, shareholder and board approvals," the press release said.
