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Trump Media & Technology Group (TMTG) says it is in active discussions about a potential spin-off that would place Truth Social and potentially other businesses into a new publicly traded company. The contemplated move would happen after the closing of TMTG’s previously announced merger with fusion company TAE Technologies.
If pursued, the spin-off entity (“SpinCo”) would then merge with Texas Ventures Acquisition III, a Nasdaq-listed SPAC, in a second step.
A two-step plan: spin-off, then SPAC merger
According to the announcement, the transaction under discussion would work like this: TMTG would distribute SpinCo shares to TMTG shareholders of record from before the TAE merger closes, and SpinCo would then combine with Texas Ventures Acquisition III. The talks also come as TMTG is highlighting a stronger financial base — including a larger pool of financial assets and positive 2025 operating cash flow — which could shape how aggressively it pursues restructuring and expansion options
TMTG says the TAE businesses, along with certain TMTG businesses and assets, would remain inside the current public company after the spin-off is completed.
Why TMTG says it’s doing this
TMTG, TAE, and Texas Ventures III say the concept is intended to create “pure play” companies with distinct strategies, with the goal of increasing shareholder value. The companies also reiterate that the pending TMTG-TAE merger is meant to combine TMTG’s balance sheet strength with TAE’s technologies.
No deal yet — this is still a discussion
The companies emphasize that no definitive agreement has been reached and there is no assurance a transaction will happen, on what terms, or on what timeline. Any definitive deal would require board approvals, regulatory and shareholder approvals, and other customary closing conditions.
What TMTG and the partners are
The release describes TMTG as operating Truth Social, the Truth+ streaming platform, and Truth.Fi, its financial services/FinTech brand. TAE is described as a fusion power company with additional subsidiaries in power solutions and life sciences. Texas Ventures Acquisition III is a SPAC formed to pursue a business combination.
Why it matters for crypto
- A Truth Social spin-off could reshape where any future digital-asset initiatives or fintech efforts sit inside TMTG’s corporate structure.
- SPAC-style combinations remain a common route for taking new entities public, which can accelerate timelines but also adds deal complexity.
- Corporate restructurings like this can change risk disclosures and capital allocation, which matters for firms that have mentioned crypto strategies in adjacent communications.
What to watch next
- Whether TMTG, TAE, and Texas Ventures III announce a definitive agreement (or confirm talks ended).
- Any SEC filings tied to the proposed transactions (S-4/Form 10 materials are referenced as potential future filings).
- Clarification on which specific businesses/assets would be included in SpinCo beyond “including Truth Social.”
- Timing and status updates on the TMTG–TAE merger closing, which the spin-off concept depends on.
Source: Trump Media & Technology Group