Trump Media & Technology Group said Friday it is in discussions to spin off its social media and related businesses — including Truth Social — into a separate publicly traded company in a complex restructuring that would involve merging the new entity with a special purpose acquisition company.
The company announced it is evaluating a plan to separate businesses including Truth Social into a new firm referred to as “SpinCo.” Shares of the new company would be distributed to existing Trump Media shareholders of record before the closing of the company’s previously announced merger with nuclear fusion technology firm TAE Technologies.
Under the proposed structure, SpinCo would then merge with Texas Ventures Acquisition III Corp., a publicly traded special purpose acquisition company, or SPAC, effectively creating a standalone public company focused on Trump Media’s social media and related platforms.
Trump Media said the remaining public company would retain the businesses associated with TAE Technologies, along with certain existing Trump Media assets, after the spin-off is completed.
The companies said the contemplated transactions are intended to create distinct companies with separate strategies, which they argue could increase shareholder value.
No definitive agreement has been reached, and the companies cautioned there is no assurance any transaction will occur or what the final terms might be. Any deal would require approvals from company boards, regulators and shareholders, along with other customary closing conditions.
How the structure would work
If completed as described, the sequence would involve multiple steps:
Trump Media would spin off Truth Social and certain related operations into a new company. Existing Trump Media shareholders would receive shares in the new entity. The newly created company would merge with Texas Ventures Acquisition III, using the SPAC as a public listing vehicle. Trump Media would proceed with its planned merger with TAE Technologies, focused on energy and technology businesses.
Such multi-step transactions are uncommon but not unprecedented. Companies sometimes use spin-offs to separate business lines with different financial profiles or strategic goals.
However, deals involving SPAC mergers and corporate restructurings often attract scrutiny from investors because they can involve complex valuation assumptions, execution risks and uncertain timelines.
Truth Social’s scale compared with major platforms
Truth Social operates at a much smaller scale than mainstream social media companies, with usage concentrated primarily in the United States.
Estimates suggest the platform has roughly several million monthly active users, with a large majority of users located domestically. By comparison, major platforms operate at vastly larger scale — Meta’s Facebook has about 3 billion monthly users globally, Instagram roughly 2 billion, TikTok about 1 billion, and X hundreds of millions.
That gap means Truth Social functions more like a niche or politically oriented platform than a broad global social network.
The geographic concentration also differs significantly from competitors. Major social media companies generate substantial growth and revenue internationally across dozens of markets and languages, while Truth Social’s audience is primarily tied to U.S. political engagement and the public profile of former President Donald Trump.
Valuation questions and investor scrutiny
Trump Media’s market valuation has drawn attention from analysts because it has at times reached levels comparable to far larger technology companies despite significantly smaller user numbers and limited revenue.
The company has also stated in regulatory filings that it does not rely on some traditional performance metrics commonly used by social media firms, such as average revenue per user, making comparisons with competitors more difficult.
Separating Truth Social into its own public company could allow investors to evaluate the business independently from the company’s other ventures, including the proposed merger with TAE Technologies, which focuses on nuclear fusion energy and related technologies.
Texas Ventures Acquisition III is a Cayman Islands-incorporated SPAC formed to pursue a merger or acquisition with one or more operating businesses.
The companies did not disclose a timeline for any potential transactions.
