SCHEDULE: Sandtrap Opportunities Discloses 9.9% Stake in TruGolf

Sandtrap Opportunities LLC and affiliated entities, including ATW Opportunities Master Fund II, LP, have disclosed a 9.9% beneficial ownership stake in TruGolf Holdings, Inc. Class A Common Stock.

Summary

• Sandtrap Opportunities LLC, ATW Opportunities Master Fund II, LP, ATW Partners Opportunities Management, LLC, Kerry Propper, and Antonio Ruiz-Gimenez collectively reported beneficial ownership of 539,133 shares of TruGolf Holdings, Inc. Class A Common Stock.
• This represents 9.9% of the Class A Common Stock outstanding.
• The reported shares are the approximate number that Sandtrap Opportunities LLC has the right to acquire within 60 days through the exercise of Series A Preferred Stock.
• A 'blocker' provision prevents the conversion of Preferred Stock into Class A Common Stock if it would result in beneficial ownership exceeding 9.99% of the outstanding shares.
• The percentage of class is calculated based on 4,857,445 Class A Common Shares outstanding as of January 20, 2026, plus the shares convertible subject to the blocker.
• The reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
• The securities were not acquired for the purpose of changing or influencing control of TruGolf Holdings, Inc.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as a significant institutional investor group has taken a substantial stake, suggesting confidence in TruGolf Holdings, Inc. The blocker provision, however, limits potential influence.

Positives

• A significant institutional investment group, including Sandtrap Opportunities LLC and ATW Opportunities Master Fund II, LP, has taken a substantial position in TruGolf Holdings, Inc., indicating confidence in the company.
• The investment group holds Series A Preferred Stock, which provides a right to acquire common shares, potentially signaling a long-term interest.

Negatives

• The 'blocker' provision limits the reporting persons' ability to convert their preferred stock into common shares beyond 9.99%, which could cap their influence or potential upside from direct common share ownership.

Risks

• The beneficial ownership is based on the right to acquire shares through preferred stock conversion, which is subject to a 'blocker' provision limiting ownership to 9.99% of outstanding Class A Common Stock.
• The reporting persons disclaim beneficial ownership of the reported shares except to the extent of their pecuniary interest, which could imply a nuanced or indirect control structure.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that significant disclosures of beneficial ownership, particularly by investment funds, often signal increased institutional interest in a company. While this filing does not detail the investment thesis, it indicates that sophisticated investors see value in TruGolf Holdings, Inc., a company operating in the golf simulation and technology sector.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake could be viewed positively, potentially increasing investor confidence and liquidity. The 'blocker' provision limits the extent of this group's direct common share ownership and potential influence.

Key Dates

Recommendation

The filing indicates a significant institutional investor group has taken a substantial stake in TruGolf Holdings, Inc., which could be seen as a positive signal of confidence. However, the 'blocker' provision limiting ownership to 9.99% suggests a passive investment intent, not aimed at control or significant operational influence. Without further information on the company's financial performance or strategic direction, a 'hold' recommendation is appropriate, acknowledging the institutional interest while awaiting more comprehensive data to assess long-term value.

Keywords

TruGolf Holdings, Sandtrap Opportunities, ATW Opportunities Master Fund II, ATW Partners Opportunities Management, Kerry Propper, Antonio Ruiz-Gimenez, Schedule 13G, Beneficial Ownership, Class A Common Stock, Preferred Stock, SEC Filing, Investment, Shareholder