TruGolf Holdings, Inc. received a Schedule 13G reporting that a group of related investment entities and individuals hold beneficial ownership of TruGolf Class A common stock primarily through preferred shares that can convert into common stock.
Sandtrap Opportunities LLC, wholly owned by ATW Opportunities Master Fund II, LP and managed by ATW Partners Opportunities Management, LLC, along with Kerry Propper and Antonio Ruiz‑Gimenez, report beneficial ownership of approximately 539,133 TruGolf Class A shares. This represents 9.9% of the class, calculated under SEC rules.
The position comes from Series A Preferred Stock that is convertible into common shares within sixty days, but is subject to a 9.99% ownership blocker that limits how much can be converted at any time. The reporting persons state the holdings are not for the purpose of changing or influencing control of TruGolf.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TruGolf Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
243733409
(CUSIP Number)
01/29/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
243733409
1
Names of Reporting Persons
Sandtrap Opportunities LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
539,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
539,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,133.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
243733409
1
Names of Reporting Persons
ATW Opportunities Master Fund II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
539,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
539,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,133.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
243733409
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
539,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
539,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,133.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
243733409
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
539,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
539,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,133.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP No.
243733409
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
539,133.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
539,133.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
539,133.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TruGolf Holdings, Inc.
(b)
Address of issuer's principal executive offices:
60 North 1400 West
Centerville, Utah 84014
Item 2.
(a)
Name of person filing:
Sandtrap Opportunities LLC*
ATW Opportunities Master Fund II, LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
Sandtrap Opportunities LLC - Delaware
ATW Opportunities Master Fund II, LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Class A Common Stock, $0.0001 par value
(e)
CUSIP No.:
243733409
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Sandtrap Opportunities LLC - 539,133*
ATW Opportunities Master Fund II, LP - 539,133*
ATW Partners Opportunities Management, LLC - 539,133*
Kerry Propper - 539,133*
Antonio Ruiz-Gimenez - 539,133*
*The Class A Common Stock (the "Shares") reported herein represents the approximate number of Shares which Sandtrap Opportunities LLC (the "Holding Company") has the right to acquire within sixty (60) days through the exercise of Series A Preferred Stock (the "Preferred Stock") issued by TruGolf Holdings, Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, LP (the "Fund"). ATW Partners Opportunities Management, LLC (the "Adviser") serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, the Fund, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
The Holding Company's Preferred Stock is subject to a blocker which prevents the Holding Company from exercising and/or converting its Preferred Stock into Shares to the extent that, upon such exercise or conversion, the Holding Company, together with its affiliates would beneficially own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the "Blocker").
As such, the percent of class reported herein gives effect to the Blocker and is based upon a statement in the Issuer's DEF 14A filed on January 26, 2026 that there were 4,857,445 Shares outstanding as of January 20, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion of its Preferred Stock subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This Schedule 13G shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
Sandtrap Opportunities LLC - 9.9%
ATW Opportunities Master Fund II, LP - 9.9%
ATW Partners Opportunities Management, LLC - 9.9%
Kerry Propper - 9.9%
Antonio Ruiz-Gimenez - 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Sandtrap Opportunities LLC - 0
ATW Opportunities Master Fund II, LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(ii) Shared power to vote or to direct the vote:
Sandtrap Opportunities LLC - 539,133*
ATW Opportunities Master Fund II, LP - 539,133*
ATW Partners Opportunities Management, LLC - 539,133*
Kerry Propper - 539,133*
Antonio Ruiz-Gimenez - 539,133*
(iii) Sole power to dispose or to direct the disposition of:
Sandtrap Opportunities LLC - 0
ATW Opportunities Master Fund II, LP - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
(iv) Shared power to dispose or to direct the disposition of:
Sandtrap Opportunities LLC - 539,133*
ATW Opportunities Master Fund II, LP - 539,133*
ATW Partners Opportunities Management, LLC - 539,133*
Kerry Propper - 539,133*
Antonio Ruiz-Gimenez - 539,133*
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Sandtrap Opportunities LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
02/04/2026
ATW Opportunities Master Fund II, LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
What stake in TruGolf Holdings (TRUG) is reported in this Schedule 13G?
The filing reports beneficial ownership of approximately 539,133 TruGolf Class A common shares, representing 9.9% of the class. This percentage is calculated under SEC rules based on the company’s reported shares outstanding and the convertible preferred shares.
Who are the reporting persons in the TruGolf (TRUG) Schedule 13G filing?
The reporting persons are Sandtrap Opportunities LLC, ATW Opportunities Master Fund II, LP, ATW Partners Opportunities Management, LLC, and individuals Kerry Propper and Antonio Ruiz‑Gimenez. They are related through fund, manager, and control person relationships described in the ownership section.
How is the TruGolf (TRUG) 9.9% ownership position held?
The 9.9% position is held through Series A Preferred Stock issued by TruGolf. Sandtrap Opportunities LLC has the right to acquire approximately 539,133 common shares within sixty days by converting this preferred stock, subject to an ownership blocker limitation.
What is the 9.99% ownership blocker mentioned for TruGolf (TRUG)?
The preferred stock includes a 9.99% blocker that prevents Sandtrap Opportunities LLC and its affiliates from converting preferred shares if doing so would push their beneficial ownership above 9.99% of TruGolf’s outstanding Class A common stock at the time of conversion.
Do the TruGolf (TRUG) reporting persons seek to influence control of the company?
The certifying parties state the securities were not acquired and are not held for the purpose of changing or influencing control of TruGolf. They also indicate the holdings are not part of a control‑oriented transaction, other than certain nomination‑related activities allowed by SEC rules.
How is beneficial ownership treated for the TruGolf (TRUG) reporting group?
The filing notes that each reporting person may be deemed to share voting and dispositive power over the shares held by Sandtrap Opportunities LLC, but each disclaims beneficial ownership except to the extent of any pecuniary interest. This is a standard SEC disclosure approach for related entities.
