As
filed with the Securities and Exchange Commission on September 9, 2025
Registration
No. 333-288219
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
No. 3
TO
FORM
S-1
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
TRUGOLF
HOLDINGS, INC.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
6770 |
|
85-3269086 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
60
North 1400 West Centerville
Utah
84014
(801)
298-1997
(Address,
including zip code, and telephone number, including
area
code, of Registrant’s principal executive offices)
Christopher
(Chris) Jones
Chief
Executive Officer
TruGolf
Holdings, Inc.
60
North 1400 West Centerville
Utah
84014
(801)
298-1997
(Name,
address, including zip code, and telephone number, including
area
code, of agent for service)
Copies
of all communications, including communications sent to the agent for service, to:
Cavas
S. Pavri
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006
Telephone:
(202) 724-6847
Fax:
(202) 778-6460
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY
NOTE
TruGolf
Holdings, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-288219)
(the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page,
this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the
filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
Item
16. Exhibits and Financial Statement Schedules.
The
financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding
such financial statements, which index to the financial statements is incorporated herein by reference.
| |
|
|
|
Incorporated
by Reference |
| Exhibit
Number |
|
Exhibit
Description |
|
Form |
|
Exhibit |
|
Filing
Date |
| 2.1 |
|
Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023, by and among Deep Medicine Acquisition Corp., DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones and TruGolf, Inc. |
|
424B3 |
|
Annex
C |
|
12/29/23 |
| 2.2 |
|
First Amendment to Agreement and Plan of Merger, dated as of December 7, 2023, by and among Deep Medicine Acquisition Corp., DMAC Merger Sub Inc., Bright Vision Sponsor LLC, Christopher Jones and TruGolf, Inc. |
|
424B3 |
|
Annex
B-2 |
|
12/29/23 |
| 3.1 |
|
Third Amended and Restated Certificate of Incorporation of TruGolf Holdings |
|
S-8 |
|
3.1 |
|
10/24/24 |
| 3.2 |
|
Bylaws of New TruGolf Holdings, Inc. |
|
8-K |
|
3.2 |
|
2/6/24 |
| 3.3 |
|
Amended and Restated Bylaws of TruGolf Holdings, Inc. |
|
S-8 |
|
3.2 |
|
10/24/24 |
| 3.4 |
|
Certificate Of Amendment to The Third Amended and Restated Certificate Of Incorporation |
|
8-K |
|
3.1 |
|
6/3/25 |
| 4.1 |
|
Form of Series A Warrants |
|
8-K |
|
4.2 |
|
2/7/24 |
| 4.2 |
|
Form of Series B Warrants |
|
8-K |
|
4.2 |
|
2/7/24 |
| 4.3 |
|
Form of Senior Convertible Notes |
|
8-K |
|
4.1 |
|
2/7/24 |
| 4.4 |
|
TruGolf Holdings, Inc. 2024 Stock Incentive Plan |
|
10-K |
|
4.4 |
|
4/15/25 |
| 5.1+ |
|
Opinion of ArentFox Schiff LLP |
|
|
|
|
|
|
| 10.1 |
|
Securities Purchase Agreement |
|
8-K |
|
10.1 |
|
2/7/24 |
| 10.2 |
|
Registration Rights Agreement |
|
8-K |
|
10.2 |
|
2/7/24 |
| 10.3 |
|
Indemnity Agreement |
|
8-K |
|
10.5 |
|
2/6/24 |
| 10.4 |
|
Form of Waiver and Amended Agreement |
|
10-Q |
|
10.1 |
|
11/14/24 |
| 10.5 |
|
Form of Amendment to Waiver and Amendment Agreement |
|
10-Q |
|
10.2 |
|
11/14/24 |
| 10.6 |
|
Employment Agreement between TruGolf, Inc. and Christopher Jones, dated as of January 18, 2024 |
|
10-K |
|
10.6 |
|
4/15/25 |
| 10.7 |
|
Offer Letter, dated as of January 25, 2024, by and between TruGolf, Inc. and Brenner Adams |
|
10-K |
|
10.7 |
|
4/15/25 |
| 10.8 |
|
Offer Letter, dated as of January 18, 2024, by and between TruGolf, Inc. and Nate Larsen |
|
10-K |
|
10.8 |
|
4/15/25 |
| 10.9 |
|
Securities Purchase Agreement, dated February 2, 2024 |
|
8-K |
|
10.1 |
|
2/7/24 |
| 10.10 |
|
Registration Rights Agreement, dated February 2, 2024 |
|
8-K |
|
10.2 |
|
2/7/24 |
| 10.11 |
|
Form of Lock-Up Agreement |
|
8-K |
|
10.2 |
|
4/6/23 |
| 10.12 |
|
Amendment And Exchange Agreement |
|
8-K |
|
10.1 |
|
4/23/25 |
| 10.13 |
|
Certificate Of Designations Of Rights And Preferences Of Series A Convertible Preferred Stock Of |
|
8-K |
|
10.2 |
|
4/23/25 |
| 10.14 |
|
Warrant To Purchase Series A Convertible Preferred Stock |
|
8-K |
|
10.3 |
|
4/23/25 |
| 10.15 |
|
Registration Rights Agreement |
|
8-K |
|
10.4 |
|
4/23/25 |
| 10.16 |
|
Equity Purchase Facility Agreement |
|
8-K |
|
10.1 |
|
5/15/25 |
| 10.17 |
|
Registration Rights Agreement |
|
8-K |
|
10.2 |
|
5/15/25 |
| 10.18 |
|
Amendment and Waiver Agreement |
|
8-K |
|
10.1 |
|
5/29/25 |
| 21.1 |
|
Subsidiaries of the Registrant |
|
10-K |
|
21.1 |
|
4/15/25 |
| 23.1+ |
|
Consent of Haynie & Company, independent registered public accounting firm of TruGolf |
|
|
|
|
|
|
| 23.2 |
|
Consent of ArentFox Schiff LLP (included in Exhibit 5.1) |
|
|
|
|
|
|
| 24.1+ |
|
Power of Attorney (included on the signature page hereto) |
|
|
|
|
|
|
| 101.INS |
|
Inline
XBRL Instance Document* |
|
|
|
|
|
|
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema* |
|
|
|
|
|
|
| 101.CAL |
|
Inline
XBRL Taxonomy Calculation Linkbase* |
|
|
|
|
|
|
| 101.LAB |
|
Inline
XBRL Taxonomy Label Linkbase* |
|
|
|
|
|
|
| 101.PRE |
|
Inline
XBRL Taxonomy Linkbase Document* |
|
|
|
|
|
|
| 101.DEF |
|
Inline
XBRL Taxonomy Definition Linkbase Document* |
|
|
|
|
|
|
| 107* |
|
Filing Fee Table |
|
|
|
|
|
|
| * |
Filed
herewith. |
| + |
Previously
filed. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Centerville, Utah, on September 9, 2025.
| TRUGOLF
HOLDINGS, INC. |
|
| |
|
|
| By: |
/s/
Christopher (Chris) Jones |
|
| Name: |
Christopher
(Chris) Jones |
|
| Title: |
Chief
Executive Officer |
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Christopher (Chris) Jones |
|
Chief
Executive Officer Director and Interim Chief Financial Officer |
|
September
9, 2025 |
| Christopher
(Chris) Jones |
|
(Principal
Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer) |
|
|
| |
|
|
|
|
| *
|
|
Director |
|
September
9, 2025 |
| B.
Shaun Limbers |
|
|
|
|
| |
|
|
|
|
| *
|
|
Director |
|
September
9, 2025 |
| Humphrey
P. Polanen |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
9, 2025 |
| Riley
Russell |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
September
9, 2025 |
| AJ
Redmer |
|
|
|
|
| *
By: |
/s/
Christopher (Chris) Jones |
|
| |
Attorney-in-fact |
|
