MCGA merger with Trump Media Group CRO Strategy (Cronos/CRO digital-asset treasury contributed by Foris Holdings KY Limited d/b/a Crypto.com and Trump Media & Technology Group Corp.)
Trump Media Group CRO Strategy (Cronos/CRO digital-asset treasury contributed by Foris Holdings KY Limited d/b/a Crypto.com and Trump Media & Technology Group Corp.) — Media Group CRO Strategy Trump Media Group CRO Strategy is committed to strategically investing for the future by connecting traditional investment opportunities with digital asset ecosystems.
Announced 25 August 2025.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $200M
- Exchange ratio
Not a share-for-share merger. On the pre-Closing Conversion (Cayman -> Florida) each SPAC Class A and each Class B ordinary share converts 1-for-1 into SPAC Class A Common Stock. Seller consideration is fixed share counts, not a ratio: Crypto.com Sub 100,000,000 Class B shares (90M for 90% of the Cronos Assets sold to SPAC Sub, 10M for the 10% contributed) + a 10,000,000-share Forced Exercise Warrant; TMTG 10,000,000 Class A shares + a 10,000,000-share Forced Exercise Warrant + the three Earnout Warrants; Sponsor a 2,000,000-share Forced Exercise Warrant.more ▾less ▴
No PIPE at signing. Financing package per the BCA 8-K + Ex 99.1: (i) Backstop Agreement with YA II PN, Ltd. (Sponsor affiliate) to buy Class A shares submitted for redemption, capped at 9.9% beneficial ownership; (ii) Stock Purchase Agreement to be signed at Closing — a $5,000,000,000 equity line of credit, shares priced at 97.25% of market, commitment fee payable in cash or shares; (iii) $220M of cash-in Forced Exercise Warrants ($10.00 strike, forced exercise if the stock trades >= $20.00 for one day before the 3rd anniversary of Closing); (iv) $200M cash per the press release funding stack.more ▾less ▴
Three Earnout Warrants issued to TMTG, each exercisable for 7% of the Company's outstanding capital stock at Closing at $0.001 per share (21% in total if all trigger). Triggering Event I = Class A closes >= $11.00; II = >= $20.00; III = >= $40.00, each on any trading day before the 5th anniversary of Closing; each warrant must be exercised within 30 days of notice of the trigger.more ▾less ▴
during the 12-month period beginning on the Closing Date and ending on the first anniversary of the Closing Date [(the “ Initial Lock-Up Period ”) 2 / (the “ Lock-Up Period ”) 3more ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Trump Media Group CRO Strategy (Cronos/CRO digital-asset treasury contributed by Foris Holdings KY Limited d/b/a Crypto.com and Trump Media & Technology Group Corp.)
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Media Group CRO Strategy Trump Media Group CRO Strategy is committed to strategically investing for the future by connecting traditional investment opportunities with digital asset ecosystems. Our mission is to implement a forward-looking digital asset treasury strategy centered on the accumulation and active management of CRO.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Three Earnout Warrants issued to TMTG, each exercisable for 7% of the Company's outstanding capital stock at Closing at $0.001 per share (21% in total if all trigger). Triggering Event I = Class A closes >= $11.00; II = >= $20.00; III = >= $40.00, each on any trading day before the 5th anniversary of Closing; each warrant must be exercised within 30 days of notice of the trigger.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.