Trump Media explores spinning off Truth Social after $6 billion pivot

Trump Media & Technology Group said it is exploring a spinoff of its money-losing Truth Social app that would be distributed to shareholders after the company completes a reported roughly $6 billion all-stock merger with fusion energy firm TAE Technologies. Under the plan being discussed, the carved-out unit—referred to in filings as “SpinCo”—would be distributed to TMTG shareholders and then merge with Texas Ventures Acquisition III (Nasdaq: TVA), a special-purpose acquisition company formed in 2024.

The arrangement was announced in a Feb. 27 press release circulated by Stocktitan/Globe Newswire and picked up by multiple outlets. The release said TMTG, TAE and Texas Ventures III are “engaged in ongoing discussions” about a potential spin-off. DeepDive and Stocktitan also noted the parties cautioned that “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.”

The contemplated sequence is explicit in company statements: first, close the previously announced all-stock merger with TAE, a deal described publicly at about $6 billion; second, spin off businesses including Truth Social into SpinCo and distribute shares to TMTG shareholders of record prior to the TAE close; third, merge SpinCo with Texas Ventures III, de-SPAC-ing the social platform into a separate public company. DeepDive reported Texas Ventures III is structured as a Cayman Islands SPAC; CBS noted it was formed in 2024 to acquire or merge with other businesses.

The move would further separate TMTG’s media and financing plays from its strategic bet on fusion energy financing. Since its 2021 launch as a conservative-leaning social media company, TMTG has broadened its activities: the company debuted investment funds, launched products including Truth+ streaming and Truth.Fi financial services, and bought $2 billion in bitcoin to create a cryptocurrency reserve, according to CBS News and the company proxy.

Operationally, Truth Social has struggled to convert users into advertising revenue. CBS reported the platform is “money-losing,” had revenue dip 4% in the quarter ended Sept. 30, and “hasn't gained much traction with advertisers.” Those weaknesses—paired with TMTG’s pivot into fintech and fusion funding—help explain why executives are exploring a corporate split that would allow investors to value the pieces separately.

Ownership concentration and recent market moves complicate the calculus. TMTG’s most recent proxy shows President Trump owns 52 percent of outstanding shares and remains the platform’s largest asset with 11.8 million subscribers on Truth Social. Investors have already re-rated DJT shares this cycle: DeepDive noted DJT jumped about 35 percent on the December announcement of the TAE deal after plunging more than 70 percent over the prior 12 months.

Analysts and investors face a layered choice: evaluate the merits of the capital-intensive TAE fusion thesis alongside a secondary de-SPAC for a loss-making social network. As one industry summary put it, spinning out Truth Social “may clarify that story, but it may also expose how little operating overlap existed in the first place.”

For now the companies have offered only non-binding language about next steps. CBS summarized the distribution mechanics as shareholders “would be given stock in the newly separated business,” and added that “Truth Social would then merge with another company, Texas Ventures III, a special purpose acquisition company formed in 2024 to acquire or merge with other businesses.” Absent firm terms, timelines or regulatory disclosures, the proposal remains a strategic option that could reshape TMTG’s profile if executed.