TruGolf Registers 2.78M Shares for Resale; CEO Holds 88.6% Voting Power

TL;DR

**TruGolf's S-1/A is a red flag for dilution and governance, as insiders are cashing out without new capital for the company, despite a growing market.**

AI Summary

TruGolf Holdings, Inc. (TRUG) filed an S-1/A on August 29, 2025, registering up to 2,777,500 shares of Class A Common Stock for resale by selling securityholders. These shares are issuable upon conversion of Series A Convertible Preferred Stock, which was acquired through the exercise of Warrants with an aggregate exercise price of $5.0 million on July 21, 2025. The Warrants were initially issued on April 22, 2025, in exchange for PIPE Warrants purchased in February 2024 for $1,890,000. TruGolf will not receive proceeds from the resale of Class A Common Stock, but will receive funds from cash exercises of Warrants. The company, an emerging growth company, is a 'controlled company' with Christopher Jones, Steven R. Johnson, and David Ashby holding approximately 88.6% of voting power. TruGolf Nevada, its subsidiary, has been developing indoor golf software for 40 years, with a 4.28% market share in the $1.4 billion golf products market in 2022, projected to reach $3.8 billion by 2031 with an 11.05% CAGR. The company has diversified its hardware sourcing and redesigned portable simulators to mitigate supply chain risks experienced in 2022.

Why It Matters

This S-1/A filing signals a potential increase in TRUG's public float as selling securityholders prepare to offload up to 2,777,500 shares, which could impact market liquidity and share price. For investors, the fact that TruGolf will not receive proceeds from these sales, except for warrant exercises, means no direct capital infusion for growth from this specific offering. The company's 'controlled company' status, with key executives holding 88.6% of voting power, raises corporate governance considerations, though they haven't yet used exemptions. In a competitive indoor golf market projected to grow to $3.8 billion by 2031, TruGolf's 4.28% market share and efforts to diversify supply chains are crucial for its long-term viability against larger players.

Risk Assessment

Risk Level: high — The risk level is high due to the significant potential for dilution from the resale of up to 2,777,500 shares of Class A Common Stock, representing a substantial portion of the company's equity. TruGolf will not receive any proceeds from these sales, except for cash exercises of Warrants, meaning no new capital for operations. Furthermore, the company's 'controlled company' status, with Christopher Jones, Steven R. Johnson, and David Ashby holding approximately 88.6% of voting power, concentrates control and could lead to decisions not always aligned with minority shareholders.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the potential for dilution and the implications of the 'controlled company' structure. Consider waiting for the shares to hit the market and assess the price action before making any investment decisions, as the lack of direct capital infusion from this offering limits its immediate growth potential.

Key Numbers

• 2,777,500 — Shares of Class A Common Stock (Issuable upon conversion of Series A Preferred Stock for resale by selling securityholders)
• $5.0 million — Aggregate exercise price (Paid by Selling Securityholder for Warrants to purchase 5,555 shares of Series A Preferred Stock on July 21, 2025)
• $1,890,000 — Aggregate purchase price (Paid by Selling Securityholders for PIPE Warrants and convertible notes in February 2024)
• $3.50 — Floor conversion price (Per share for Series A Preferred Stock into Class A Common Stock)
• $4.25 — Last quoted sale price (Per share for Class A Common Stock on Nasdaq as of August 27, 2025)
• 88.6% — Voting power (Held by Christopher Jones, Steven R. Johnson, and David Ashby for the election of directors)
• $1.4 billion — Total addressable market for golf products (In 2022, estimated to reach $3.8 billion by 2031)
• 11.05% — CAGR (Projected for the golf products market from 2022 to 2031)
• 4.28% — Market share (Maintained by TruGolf Nevada in the total golf products market in 2022)
• 15.5 million — Off-course golfers (Participated exclusively in off-course golf activities in 2022)

Key Players & Entities

• TruGolf Holdings, Inc. (company) — Registrant
• Christopher (Chris) Jones (person) — Chief Executive Officer, Interim Chief Financial Officer, President and Chairman, holds 100,888 shares of Class B Common Stock
• Steven R. Johnson (person) — Chief Hardware Officer, holds 48,513 shares of Class B Common Stock
• David Ashby (person) — Holds 50,598 shares of Class B Common Stock
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Capital Market (company) — Stock exchange where TRUG is listed
• TruGolf, Inc. (company) — Nevada subsidiary
• Access Software, Inc. (company) — Original parent company of TruGolf Nevada
• Microsoft Corp. (company) — Acquired Access Software in April 1999
• National Golf Foundation (company) — Source of market data for indoor golf

FAQ

Risk Factors

• Dependence on Key Personnel [high — market]: The company's success is heavily reliant on its key management personnel, including Christopher Jones, Steven R. Johnson, and David Ashby, who collectively hold approximately 88.6% of the voting power. Their departure or inability to perform their duties could significantly disrupt operations and strategic direction.
• Supply Chain Vulnerabilities [medium — operational]: Despite efforts to diversify hardware sourcing and redesign portable simulators, the company experienced supply chain risks in 2022. Future disruptions could impact production, delivery times, and costs, affecting revenue and customer satisfaction.
• Competition in Golf Market [medium — market]: TruGolf Nevada operates in the golf products market, which is projected to grow significantly. While the company held a 4.28% market share in 2022, increased competition from established and emerging players could challenge its market position and profitability.
• Reliance on Warrant Exercises for Proceeds [medium — financial]: The company will not receive proceeds from the resale of Class A Common Stock by selling securityholders. Proceeds will only be generated from cash exercises of Warrants, making the timing and volume of these exercises critical for funding operations.
• Emerging Growth Company Status [low — regulatory]: As an emerging growth company, TruGolf is subject to evolving regulatory requirements. Changes in SEC regulations or accounting standards could impose additional compliance burdens and costs.

Industry Context

TruGolf operates within the golf products market, which is experiencing significant projected growth, with an estimated CAGR of 11.05% from 2022 to 2031, reaching $3.8 billion. The market includes both traditional golf products and emerging off-course golf activities, where TruGolf Nevada has focused its software development. The company faces competition within this expanding market, necessitating innovation and strategic positioning.

Regulatory Implications

As an emerging growth company, TruGolf may benefit from certain scaled disclosure requirements. However, the company is subject to SEC regulations governing the registration and resale of securities, as well as ongoing reporting obligations. The 'controlled company' status also has implications for corporate governance and board composition requirements.

What Investors Should Do

1. Monitor warrant exercise activity
2. Evaluate market share trends
3. Assess supply chain resilience

Key Dates

• 2024-02-01: Purchase of PIPE Warrants and convertible notes — This event represents the initial investment by selling securityholders, leading to the current registration of shares for resale.
• 2025-07-21: Exercise of Warrants for Series A Preferred Stock — Selling securityholders paid $5.0 million to exercise warrants, converting them into Series A Preferred Stock, which is now eligible for conversion into Class A Common Stock for resale.
• 2025-08-29: Filing of S-1/A Registration Statement — TruGolf registered up to 2,777,500 shares of Class A Common Stock for resale by selling securityholders, initiating the current offering.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC on Form S-1, used by companies to register securities for public sale. (This is the document through which the selling securityholders are registering their shares for resale.)

Selling Securityholder

An entity or individual that owns securities and is registering them for sale to the public. (These are the parties who will be selling the Class A Common Stock registered in the S-1/A.)

PIPE Warrants

Warrants issued as part of a Private Investment in Public Equity (PIPE) transaction, often used to raise capital for public companies. (These were acquired by selling securityholders in February 2024, leading to the current resale registration.)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares. (The shares being registered for resale are issuable upon the conversion of this preferred stock.)

Emerging Growth Company

A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. (TruGolf's status as an EGC may allow for certain regulatory accommodations, but also implies a potentially less established financial history.)

Controlled Company

A company where more than 50% of the voting power is held by an individual, group, or another company. (TruGolf is a controlled company, with key individuals holding 88.6% of voting power, impacting corporate governance and decision-making.)

CAGR

Compound Annual Growth Rate, a measure of the average annual growth rate of an investment over a specified period of time. (Indicates the projected growth rate of the golf products market, providing context for TruGolf's market opportunity.)

Year-Over-Year Comparison

This S-1/A filing focuses on the resale of shares by existing securityholders, rather than a primary offering where the company receives proceeds. The key financial events highlighted are the exercise of warrants for $5.0 million and the prior purchase of PIPE warrants for $1,890,000. No direct comparison to prior year financial metrics like revenue or net income is available in this filing, as it primarily concerns the registration of shares for resale and not the company's current operational financial performance.

Key Financial Figures

• $0.0001 — of our Class A common stock, par value $0.0001 per share ("Class A Common Stock") issu
• $900 — e "Warrants") with an exercise price of $900 per share, which Warrants were issued t
• $1,890,000 — otes for an aggregate purchase price of $1,890,000. The Selling Securityholder originally
• $3.50 — s A Preferred Stock, which is currently $3.50 per share. Of the foregoing Warrants, t
• $5.0 m — 2025 for an aggregate exercise price of $5.0 million, and we have agreed to register t
• $4.25 — Common Stock as reported on Nasdaq was $4.25 per share. Chief Executive Officer, I
• $27.9 million — -course market in 2022 of approximately $27.9 million has for the first time eclipsed on-cour
• $1.4 — golf products in 2022 was an estimated $1.4 USD Billion, and with a CAGR of 11.05%
• $3.8 — h a CAGR of 11.05% is forecast to reach $3.8 USD Billion by 2031. Econ Market Resear

Filing Documents

• forms-1a.htm (S-1/A) — 3149KB
• ex5-1.htm (EX-5.1) — 17KB
• ex23-1.htm (EX-23.1) — 4KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 40KB
• forms-1_001.jpg (GRAPHIC) — 13KB
• forms_001.jpg (GRAPHIC) — 25KB
• forms_002.jpg (GRAPHIC) — 47KB
• forms_003.jpg (GRAPHIC) — 17KB
• forms_004.jpg (GRAPHIC) — 20KB
• 0001641172-25-025998.txt ( ) — 14841KB
• trug-20250630.xsd (EX-101.SCH) — 110KB
• trug-20250630_cal.xml (EX-101.CAL) — 128KB
• trug-20250630_def.xml (EX-101.DEF) — 511KB
• trug-20250630_lab.xml (EX-101.LAB) — 740KB
• trug-20250630_pre.xml (EX-101.PRE) — 652KB
• forms-1a_htm.xml (XML) — 2639KB

USE OF PROCEEDS

USE OF PROCEEDS 27 MARKET PRICE OF OUR CLASS A COMMON STOCK AND DIVIDEND INFORMATION 28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42 MANAGEMENT 51 EXECUTIVE AND DIRECTOR COMPENSATION 54 BENEFICIAL OWNERSHIP OF SECURITIES 57 SELLING SECURITYHOLDERS 58 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 59 DESCRIPTION OF OUR SECURITIES 60 PLAN OF DISTRIBUTION 67 LEGAL MATTERS 69 EXPERTS 69 WHERE YOU CAN FIND MORE INFORMATION 69 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities Exchange Commission (the "SEC"), under which the Selling Securityholder may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholder of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of shares of Class A Common Stock issuable upon the conversion of the Preferred Stock. We will receive proceeds to the extent there are any cash exercises of the Warrants. Neither we nor the Selling Securityholder have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement, or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholder take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor th

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