S-1/A: TruGolf Holdings Seeks to Register Shares for Resale, Including Those Underlying Warrants and Notes

TruGolf Holdings files an amendment to its registration statement for the offer and sale of Class A common stock by selling securityholders, including shares issuable upon conversion of notes and exercise of warrants.

Summary

• TruGolf Holdings, Inc. has filed an amendment to its registration statement on Form S-1 to register the offer and sale of up to 4,596,435 shares of Class A common stock by the selling securityholders.
• The registration also includes up to 40,185,185 shares of Class A Common Stock issuable upon the conversion of convertible promissory notes and up to 29,245,684 shares of Class A Common Stock issuable upon the exercise of Series A and Series B Warrants and Representative Warrants.
• The selling securityholders may offer, sell, or distribute these securities publicly or through private transactions at prevailing market prices or negotiated prices.
• TruGolf will not receive any proceeds from the sale of these shares, except with respect to amounts received upon the exercise of the Warrants for cash.
• The company has granted certain registration rights to satisfy certain registration rights it has granted.
• The Common Stock being registered for resale was issued to, purchased by or will be purchased by the Selling Securityholders for various consideration, including shares held by founders, shares issued to directors and officers, shares issuable upon conversion of the Notes, shares issuable upon the exercise of the Series A Warrants, shares issuable upon the exercise of the Series B Warrants, and shares issuable upon the exercise of the Representative Warrants.
• The company may receive up to an aggregate of $39,482,736 from the exercise of the Series A Warrants issued and outstanding, assuming the exercise in full of all the warrants for cash.
• The company may receive up to an aggregate of $77,500,000 from the exercise of the Series B Warrants issued and outstanding, assuming the exercise in full of all the warrants for cash.
• The likelihood that warrant holders exercise their warrants depends on the market price of the common stock.
• The company completed a business combination with Deep Medicine Acquisition Corp. on January 31, 2024.
• The company is an emerging growth company and may elect to comply with certain reduced public company reporting requirements.

Sentiment

Score: 5

Explanation: The document is primarily factual and descriptive, outlining the terms of a securities offering. The sentiment is neutral, with both positive aspects (potential for capital raising) and negative aspects (dependence on market conditions, potential dilution).

Positives

• The registration allows selling securityholders to monetize their investments in TruGolf.
• The potential exercise of warrants could provide TruGolf with significant cash proceeds.
• The company has completed its business combination, marking a significant milestone.
• The company has access to capital through convertible notes.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling securityholders, except from warrant exercises.
• The likelihood of warrant exercises depends on the market price of the common stock, which may be below the exercise price.
• The company is an emerging growth company and may utilize reduced reporting requirements.

Risks

• The market price of TruGolf's securities could be volatile.
• The company may not be able to accurately predict its future capital needs, and may not be able to obtain additional financing to fund its operations on the terms and in the manner previously obtained.
• If the Business Combinations benefits do not meet the expectations of financial analysts, the market price of TruGolf Common Stock may decline.
• TruGolf may be required to take actions that could have a significant negative effect on TruGolfs financial condition, results of operations and the price of TruGolfs securities, which could cause you to lose some or all of your investment.
• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
• The unaudited pro forma condensed combined financial information included in this prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.
• TruGolf Nevada has a limited operating history and has been growing rapidly over the last several years, which makes it difficult to forecast our future results of operations and increases the risk of your investment.
• We may be unable to successfully close potential acquisitions, or successfully integrate the operations of such target businesses, if acquired, which could have an adverse impact on our business.
• TruGolf Nevada relies heavily on the services of our senior management team, and if we are not successful in attracting or retaining senior management personnel, we may not be able to successfully implement our business strategy.
• Adverse or weakened general economic and market conditions may reduce spending on technology and information, which could harm our revenue, results of operations, and cash flows.
• Given the current market price of the Companys Common Stock, certain of the Selling Securityholders who paid less for their shares than such current market price will receive a higher rate of return on any such sales than the public securityholders who purchased Common Stock in the SPAC IPO or any Selling Securityholder who paid more for their shares than the current market price.

Future Outlook

The company expects to use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes.

Industry Context

The document references the growing market for indoor golf, citing statistics from the National Golf Foundation indicating increased participation in off-course golf activities.

Stakeholder Impact

• Existing shareholders may experience dilution if warrants are exercised and new shares are issued.
• Selling securityholders may benefit from the sale of their shares.
• The company may benefit from the cash proceeds of warrant exercises.

Next Steps

• The selling securityholders will determine when and how they will dispose of the shares of Class A Common Stock registered under this prospectus for resale.
• The company may seek to have the Registration Statement declared effective by the SEC.
• The company may require the PIPE Investors to purchase additional Notes at up to two additional closings.
• The company may use the net proceeds from the exercise of the Warrants, if any, for general corporate purposes.

Key Dates

Keywords

Class A Common Stock, Warrants, Notes, Registration Statement, Selling Securityholders, Business Combination, TruGolf Holdings, Deep Medicine Acquisition Corp., Exercise Price, Conversion, Securities Act