S-1/A: TruGolf Amends S-1, Registers Shares for Offering
Registration Statement Amendment
TruGolf Holdings, Inc. filed an S-1/A amendment, registering 2,777,500 shares of Class A Common Stock for a proposed maximum aggregate offering price of $9.4 million.
Summary
- TruGolf Holdings, Inc. filed Amendment No. 3 to its Form S-1 Registration Statement (File No. 333-288219) as an exhibits-only filing on September 9, 2025.
- The amendment primarily updates the list of exhibits and includes a calculation of filing fees.
- The company is registering 2,777,500 shares of Class A Common Stock, with a $0.0001 par value per share, for sale by selling shareholders.
- The proposed maximum offering price per unit is $3.385, leading to a maximum aggregate offering price of $9,401,837.50.
- The effective date of the registration statement is being delayed until a further amendment is filed or the SEC determines effectiveness.
Sentiment
Score: 5
Explanation: This is an administrative filing primarily updating exhibits and delaying the effective date of a registration statement for a future offering. It contains both a procedural delay and progress towards a capital event, resulting in a neutral sentiment.
Positives
- The registration of shares provides a mechanism for selling shareholders to achieve liquidity for their Class A Common Stock.
Negatives
- The effective date of the registration statement is being delayed, indicating a procedural hold-up before the offering can commence.
Future Outlook
The filing indicates that the registration statement's effective date is delayed, requiring a further amendment or a determination by the Commission before the proposed sale to the public can commence.
Industry Context
This administrative filing does not provide specific details on industry trends or competitive positioning, focusing instead on the procedural aspects of a securities registration.
Stakeholder Impact
- Selling shareholders will gain a mechanism for liquidity for their Class A Common Stock once the registration statement becomes effective.
Next Steps
- File a further amendment to specifically state that the registration statement shall become effective.
- Await the Securities and Exchange Commission's determination of the registration statement's effective date.
Key Dates
| Date | Description |
|---|---|
| 2023-07-21 | Amended and Restated Agreement and Plan of Merger by and among Deep Medicine Acquisition Corp., DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones and TruGolf, Inc. |
| 2023-12-07 | First Amendment to Agreement and Plan of Merger by and among Deep Medicine Acquisition Corp., DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones and TruGolf, Inc. |
| 2023-12-29 | Filing date for 424B3 Annex C (Exhibit 2.1) and Annex B-2 (Exhibit 2.2) |
| 2024-01-18 | Employment Agreement between TruGolf, Inc. and Christopher Jones |
| 2024-01-18 | Offer Letter between TruGolf, Inc. and Nate Larsen |
| 2024-01-25 | Offer Letter between TruGolf, Inc. and Brenner Adams |
| 2024-02-02 | Securities Purchase Agreement and Registration Rights Agreement |
| 2024-02-06 | Bylaws of New TruGolf Holdings, Inc. and Indemnity Agreement |
| 2024-02-07 | Filing date for Form of Series A Warrants, Form of Series B Warrants, Form of Senior Convertible Notes, Securities Purchase Agreement, and Registration Rights Agreement |
| 2024-04-06 | Filing date for Form of Lock-Up Agreement |
| 2024-10-24 | Filing date for Third Amended and Restated Certificate of Incorporation of TruGolf Holdings and Amended and Restated Bylaws of TruGolf Holdings, Inc. |
| 2024-11-14 | Filing date for Form of Waiver and Amended Agreement and Form of Amendment to Waiver and Amendment Agreement |
| 2025-04-15 | Filing date for TruGolf Holdings, Inc. 2024 Stock Incentive Plan, Employment Agreement with Christopher Jones, Offer Letter with Brenner Adams, Offer Letter with Nate Larsen, and Subsidiaries of the Registrant |
| 2025-04-23 | Filing date for Amendment And Exchange Agreement, Certificate Of Designations Of Rights And Preferences Of Series A Convertible Preferred Stock, Warrant To Purchase Series A Convertible Preferred Stock, and Registration Rights Agreement |
| 2025-05-15 | Filing date for Equity Purchase Facility Agreement and Registration Rights Agreement |
| 2025-05-29 | Filing date for Amendment and Waiver Agreement |
| 2025-06-03 | Filing date for Certificate Of Amendment to The Third Amended and Restated Certificate Of Incorporation |
| 2025-09-08 | Date used for calculating the average of high and low prices for common stock on The NASDAQ Capital Market. |
| 2025-09-09 | Filing date of Amendment No. 3 to Form S-1 Registration Statement. |
Keywords
TruGolf Holdings, S-1/A, SEC filing, stock offering, Class A Common Stock, registration statement, golf simulation, public offering
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