Trump Media S-4: fusion partner TAE had $114 million in cash and a going-concern warning

Trump Media & Technology Group filed the Form S-4 registration statement for its all-stock merger with TAE Technologies, the private fusion energy developer, on Wednesday. It is the first time TAE's own audited numbers have been public. The key figure: TAE had $114.3 million in cash and equivalents at June 30, 2026, down from $151.9 million three months earlier. The filing states that TAE's recurring losses, negative operating cash flow and continuing capital needs "raise substantial doubt about its ability to continue as a going concern."

In a same-day 8-K, Trump Media also disclosed that it amended the unsecured convertible note it gave TAE when the deal was signed in December 2025. The note now gives Trump Media voting power inside TAE before it converts into any shares.

TAE's numbers, from the S-4

Item	Figure
Cash and equivalents, March 31, 2026	$151.9 million
Cash and equivalents, June 30, 2026	$114.3 million
Cash used in operations, April to June 2026	$31.6 million
Net loss attributable to TAE, year to March 31, 2026	$184.3 million
Net loss attributable to TAE, April to June 2026	$14.5 million
Accumulated deficit	$1.8 billion
Total stockholders' deficit, March 31, 2026	$364.9 million

The quarterly net loss understates the cash drain. TAE's total net loss for April to June was $19.7 million, but that figure was flattered by an $18.8 million non-cash gain on the fair value of its warrant liabilities. Strip that out and add back other non-cash items, and operations consumed $31.6 million. At that pace, on our arithmetic, the June cash balance covers a little under four quarters, before any rise in spending. TAE says in the filing that it expects operating expenses to increase in the year to March 2027 as it develops its planned Da Vinci power plant.

The S-4 also lays out the timeline TAE is working to: construction of Da Vinci starting in 2026, subject to approvals and closing the merger, first plasma in 2029 and a demonstration of fusion energy in 2031. The filing itself warns that the schedule "may result in a much longer timeline, if the aforementioned milestones are accomplished at all."

The loan, and the new voting rights

Trump Media has already lent TAE $200 million. Under the amended note, the loan pays 7% a year, added to the balance rather than paid in cash, and $10,969,863.01 of interest had built up by September 30. That figure squares with simple 7% interest on $200 million over the 286 days since December 18, 2025.

Filing the S-4 opened a 60-day window, running to November 29, 2026, in which TAE can draw up to another $100 million, in pieces of at least $50 million. The note is capped at $300 million plus accrued interest.

The change is the voting. Trump Media now holds "pre-conversion voting units" equal to 25% of the note's principal and accrued interest, divided by the original issue price of TAE's most senior preferred stock, and can vote them on any matter put to TAE stockholders. On today's balance of roughly $211 million, that is about $52.7 million of the note carrying votes, on our arithmetic; the filings do not state the resulting share count or percentage. The rights stay in force during a default and do not depend on conversion. TAE amended its charter to allow them.

What Trump Media holders end up with

Trump Media shareholders receive nothing in the merger; they keep their shares. The S-4 says they would own about 52.4% of the combined company's outstanding shares and TAE holders about 46.4%, or 49.5% each on a fully diluted basis. On top of that, Trump Media will issue 6,000,000 shares to adviser Yorkville Ives at closing as its fee. Either side can owe the other a $90 million termination fee in certain circumstances.

The deal valued TAE's shares at $53.89 each, implying an equity value of about $6.0 billion, according to the S-4. That was set when Trump Media stock closed at $10.47 on December 17, 2025, the day before the announcement. DJT closed Wednesday at $9.06, down 0.44% and about 13% below that level, and traded at $9.12 after hours, according to Nasdaq. Its market value is about $2.52 billion, with a 52-week range of $6.96 to $17.97.

What we're watching

• Whether TAE draws the second $100 million before November 29.
• The amended S-4. The current version leaves the latest DJT share price blank, and it is not yet effective, so no shareholder vote date is set.
• Any update to the going-concern language once the combined company's funding plan is filed.

Trump Media's full filing history is on SEC EDGAR.

Sources: filings via SEC EDGAR (Trump Media 8-K and Form S-4, both filed September 30, 2026); share prices via Nasdaq. Cash runway, interest check and voting-units dollar figure are our calculations from the filed numbers. Some data may be delayed. This is market information, not investment advice.