TruGolf Holdings, Inc. Schedules Special Meeting of Stockholders for March 11, 2024
Ticker: TRUG · Form: DEF 14A · Filed: Feb 26, 2024 · CIK: 1857086
| Field | Detail |
|---|---|
| Company | Trugolf Holdings, Inc. (TRUG) |
| Form Type | DEF 14A |
| Filed Date | Feb 26, 2024 |
| Risk Level | |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $15,500,000, $4,650,000, $4,185,000, $6,200,000, $5,580,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: TruGolf Holdings, Special Meeting, Proxy Statement, Stockholder Vote, Corporate Governance
TL;DR
<b>TruGolf Holdings, Inc. invites stockholders to a virtual Special Meeting on March 11, 2024, with the Board recommending a 'FOR' vote on all proposals.</b>
AI Summary
TruGolf Holdings, Inc. (TRUG) filed a Proxy Statement (DEF 14A) with the SEC on February 26, 2024. TruGolf Holdings, Inc. is holding a Special Meeting of Stockholders online on March 11, 2024, at 10:00 a.m. Eastern Time. Stockholders can attend, vote electronically, and submit questions via https://www.cleartrustonline.com/trugolf. The meeting will address formal business as detailed in the Proxy Statement. The Board of Directors unanimously recommends voting 'FOR' all proposals. A majority of common stock must be represented for a quorum.
Why It Matters
For investors and stakeholders tracking TruGolf Holdings, Inc., this filing contains several important signals. This meeting is crucial for stockholders to participate in key corporate decisions and express their voting intentions. The online format allows for broad participation and direct engagement with company leadership regarding proposals.
Risk Assessment
Risk Level: — TruGolf Holdings, Inc. shows moderate risk based on this filing. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational risks indicated.
Analyst Insight
Stockholders should review the proxy statement carefully and vote on the proposals presented at the Special Meeting.
Key Numbers
- March 11, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders)
- 10:00 a.m. Eastern Time — Special Meeting Time (Time of the Special Meeting of Stockholders)
Key Players & Entities
- TruGolf Holdings, Inc. (company) — Registrant and Company Name
- March 11, 2024 (date) — Date of Special Meeting
- 10:00 a.m. Eastern Time (time) — Time of Special Meeting
- https://www.cleartrustonline.com/trugolf (url) — Link to attend the virtual meeting
- Deep Medicine Acquisition Corp. (company) — Former Company Name
- 20210414 (date) — Date of Name Change
FAQ
When did TruGolf Holdings, Inc. file this DEF 14A?
TruGolf Holdings, Inc. filed this Proxy Statement (DEF 14A) with the SEC on February 26, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TruGolf Holdings, Inc. (TRUG).
Where can I read the original DEF 14A filing from TruGolf Holdings, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TruGolf Holdings, Inc..
What are the key takeaways from TruGolf Holdings, Inc.'s DEF 14A?
TruGolf Holdings, Inc. filed this DEF 14A on February 26, 2024. Key takeaways: TruGolf Holdings, Inc. is holding a Special Meeting of Stockholders online on March 11, 2024, at 10:00 a.m. Eastern Time.. Stockholders can attend, vote electronically, and submit questions via https://www.cleartrustonline.com/trugolf.. The meeting will address formal business as detailed in the Proxy Statement..
Is TruGolf Holdings, Inc. a risky investment based on this filing?
Based on this DEF 14A, TruGolf Holdings, Inc. presents a moderate-risk profile. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational risks indicated.
What should investors do after reading TruGolf Holdings, Inc.'s DEF 14A?
Stockholders should review the proxy statement carefully and vote on the proposals presented at the Special Meeting. The overall sentiment from this filing is neutral.
How does TruGolf Holdings, Inc. compare to its industry peers?
TruGolf Holdings, Inc. operates in the golf industry, providing products and services related to golf simulation and play.
Are there regulatory concerns for TruGolf Holdings, Inc.?
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
Industry Context
TruGolf Holdings, Inc. operates in the golf industry, providing products and services related to golf simulation and play.
Regulatory Implications
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
What Investors Should Do
- Review the Proxy Statement for details on proposals.
- Attend the virtual Special Meeting on March 11, 2024.
- Vote in advance via Internet, telephone, or by returning the proxy card.
Key Dates
- 2024-03-11: Special Meeting of Stockholders — Key date for stockholders to vote on company proposals.
Year-Over-Year Comparison
This is a DEF 14A filing, indicating a definitive proxy statement for a special meeting, distinct from regular periodic filings.
Filing Stats: 4,721 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2024-02-26 17:41:49
Key Financial Figures
- $15,500,000 — the aggregate principal amount of up to $15,500,000 (the “PIPE Convertible Notes&rdqu
- $4,650,000 — 2024, an aggregate principal amount of $4,650,000 of PIPE Convertible Notes were issued i
- $4,185,000 — xchange for aggregate gross proceeds of $4,185,000, representing an original issue discoun
- $6,200,000 — dditional aggregate principal amount of $6,200,000 of PIPE Convertible Notes, in exchange
- $5,580,000 — xchange for aggregate gross proceeds of $5,580,000, if (i) the Company’s shareholder
- $10,850,000 — a maximum aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (e
- $250,000 — al Optional Closing must equal at least $250,000. If a PIPE Investor has not elected to
- $1 — itial “Conversion Price” of $1
Filing Documents
- formdef14a.htm (DEF 14A) — 184KB
- formdef14a_001.jpg (GRAPHIC) — 4KB
- proxy_001.jpg (GRAPHIC) — 292KB
- proxy_002.jpg (GRAPHIC) — 195KB
- 0001493152-24-007817.txt ( ) — 860KB
From the Filing
DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 TruGolf Holdings, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 TRUGOLF HOLDINGS, INC. 60 North 1400 West Centerville, Utah 84014 February 26, 2024 Dear Fellow Stockholder: On behalf of the Board of Directors (the “Board”) and management of TruGolf Holdings, Inc. (the “Company”), you are cordially invited to attend the Special Meeting of Stockholders of the Company to be held online at https://www.cleartrustonline.com/trugolf, on March 11, 2024, at 10:00 a.m., Eastern Time (the “Special Meeting”). The attached Notice of the Special Meeting (the “Notice”) and proxy statement (“Proxy Statement”) describe in greater detail all of the formal business that will be transacted at the Special Meeting. There will not be a physical location for the Special Meeting. You will be able to attend the Special Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting https://www.cleartrustonline.com/trugolf. Directors and officers of the Company will be available at the Special Meeting to respond to any questions that you may have regarding the business to be transacted. The Company’s Board has determined that each of the proposals that will be presented to the stockholders for their consideration at the Special Meeting are in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote “FOR” the proposals set forth in this Proxy Statement. If any other business is properly presented at the Special Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board. We encourage you to attend the Special Meeting online, but if you are unable to attend, it is important that you vote in advance via the Internet, by telephone, or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your cooperation is appreciated since a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Special Meeting. On behalf of the Board and all of the employees of the Company, we thank you for your continued support. Sincerely, /s/ Christopher Jones Christopher Jones Chief Executive Officer TRUGOLF HOLDINGS, INC. 60 North 1400 West Centerville, Utah 84014 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 11, 2024 NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of TruGolf Holdings, Inc. (the “Company”) will be held online at https://www.cleartrustonline.com/trugolf, on March 11, 2024, at 10:00 a.m., Eastern Time, for the following purposes: Proposal 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), our issuance of all of the shares of our Class A common stock upon conversion of the PIPE Convertible Notes (defined herein) and upon exercise of the PIPE Warrants (defined herein), without regard to any limitations on conversion or exercise set forth in the PIPE Convertible Notes or PIPE Warrants, respectively, and assuming all Additional Notes (defined herein) have been issued and all adjustments with respect to such issuances shall have been made to the PIPE Convertible Notes and PIPE Warrants, as applicable (collectively, the “ Nasdaq Proposal ”). Proposal 2. To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal (the “ Adjournment Proposal ”). Please refer to the proxy statement for the Special Meeting (the “Proxy Statement”) for detailed information on the Nasdaq Proposal and Adjournment Proposal. The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Special Meeting. If any other matters should be properly presented at the Special Meeting or any adjournments or postponements of the Special Meeting for action by stockholders, the persons named in the for