Welcome to our dedicated page for TruGolf Holdings SEC filings (Ticker: TRUG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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TruGolf Holdings, Inc. (Nasdaq: TRUG) has executed a 1-for-50 reverse stock split of its common stock. Stockholders granted the Board discretionary authority at a May 30, 2025 special meeting to implement a split within a 1-for-5 to 1-for-75 range. The Board selected a 1-for-50 ratio, filed an amendment to the certificate of incorporation with the Delaware Secretary of State, and made the split effective at 12:01 a.m. ET on June 23, 2025.
Every fifty issued and outstanding shares automatically combined into one share with no change to the $0.0001 par value. Class A shares outstanding decline from roughly 40.5 million to 0.81 million, and Class B shares drop from about 10 million to 0.2 million. The authorized share count remains 660 million (650 million Class A, 10 million Class B).
Outstanding stock options and plan reserves are being proportionally adjusted. Fractional shares will not be issued; holders will receive cash equal to the average closing price of TRUG for the five trading days before the split multiplied by the fractional entitlement.
Post-split shares began trading on a split-adjusted basis on June 23, 2025 under the unchanged ticker "TRUG" and a new CUSIP 243733409. A summary of the amendment is attached as Exhibit 3.1; a related press release dated June 18, 2025 is filed as Exhibit 99.1.
TruGolf Holdings has filed an S-1 registration statement for its Initial Public Offering under the symbol TRUG. The company operates in the golf simulation and entertainment technology sector, with multiple revenue streams including:
- Golf simulators sales and installations
- Content and software subscription services
- Franchise revenue
The company's capital structure includes Series A and Series B Common Stock, along with PIPE convertible notes and warrants. Key financing activities include multiple warrant agreements and convertible note transactions throughout 2024, including a significant PIPE financing arrangement.
Notable stakeholders include ARJ Trust, McKettrick, Carver, and Chris Jones as major debt holders. The company has various credit facilities including agreements with Mercedes-Benz and Ethos Management. Management has executed multiple waiver and amendment agreements related to PIPE convertible notes during 2024-2025, indicating active liability management.
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