TMTG in talks with TAE and Texas Ventures III about spinning Truth Social and related businesses into SpinCo

Truth Social sits at the center of a corporate plan that could separate Truth Media from the rest of Trump Media & Technology Group Corp.

Trump Media & Technology Group Corp., which trades as DJT on Nasdaq and NYSE Texas, said today it is in ongoing discussions with TAE Technologies, Inc. and Texas Ventures Acquisition III Corp., the SPAC that trades as TVA on Nasdaq.

The talks cover a potential spin-off by TMTG of Truth businesses, including Truth Social, into a publicly traded company called SpinCo.

The timing is tied to the pending merger between TMTG and TAE. TMTG said the spin-off is being discussed to happen after that merger closes. In the structure described, shares of SpinCo would be distributed to shareholders of record of TMTG from before the merger closing with TAE. After the distribution, SpinCo would merge with Texas Ventures III.

TMTG plans Truth SpinCo split after TAE merger

TMTG said the TAE businesses would stay inside the public company after the spin-off, along with certain of TMTG’s existing businesses and assets.

The companies said the merger would combine TMTG’s “robust balance sheet” with TAE’s “leading technologies.” They said the goal is to form “pure play companies,” each with “distinct strategies.”

The companies also issued a cautionary statement. TMTG, TAE, and Texas Ventures III said “no definitive agreement has been reached” and discussions are still ongoing. They said there is “no assurance” any deal will come out of these talks, what terms it might carry, or when it might happen, if it happens at all, at present.

They said any definitive agreement would be subject to approvals from each company’s board, plus regulatory approvals, shareholder approvals, and other customary closing conditions. For Truth shareholders, it is still not final.

American Bitcoin posts loss as Bitcoin drops 23%

American Bitcoin swung to a fourth-quarter loss on Thursday as digital assets stayed weak. The company is backed by two of U.S. President Donald Trump’s sons.

American Bitcoin was co-founded by Eric Trump, and Trump is a stockholder. American Bitcoin mines bitcoin and either sells it at a premium or holds it for a price surge.

Concerns over stretched valuations in artificial-intelligence stocks and uncertainty around the timing and scale of U.S. Federal Reserve rate cuts pressured risk assets.

Bitcoin fell to quarterly lows. Many so-called digital asset treasury companies faced stress, since their stock prices often move with the token because token swings change the value of reserves.

In the quarter, the sector saw a selloff, and bitcoin tumbled nearly 23% over the three months. American Bitcoin runs industrial-scale mining operations. It relies largely on infrastructure provided by Hut 8 to produce bitcoin at costs below prevailing market prices.

Shares of American Bitcoin have lost nearly 22% in the past twelve months. Sustained pressure on crypto treasury stocks could complicate raising additional capital to mine more tokens at an industrial scale, which is the core of the model.

Eric said the company holds over 6,000 bitcoin presently, up from 5,401 at the 2025 year-end. American Bitcoin posted a net loss of $59.45 million in the fourth quarter, compared with a $3.48 million profit in the year-ago period.

The company also reported a profit in the previous quarter. Revenue was $78.3 million for the three months ended Dec. 31, up from $64.2 million in the prior-year period. Analysts expected $79.6 million. Truth-linked traders will track the reserve and the cash flow next.

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