TruGolf Inc-A美股招股说明书(2025-09-10版)

2,777,500Shares of Class A Common Stock Underlying Series A Preferred Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “SellingSecurityholder”) of an aggregate of up to 2,777,500 shares of our Class A common stock, par value $0.0001 per share (“Class ACommon Stock”) issuable upon the conversion of our Series A Convertible Preferred Stock, par value $0.0001 per shares (“Series APreferred Stock”) issued on July 21, 2025 upon the exercise of Warrants to purchase Series A Preferred Stock (the “Warrants”) with anexercise price of $900 per share, which Warrants were issued to the Selling Securityholders on April 22, 2025 in partial exchange forcertain Series A warrants and Series B warrants to purchase shares of the Company’s Class A common stock (collectively, the “PIPEWarrants”) issued in a private placement completed in February 2024 pursuant to which the Selling Securityholders purchased thePIPE Warrants and certain convertible notes for an aggregate purchase price of $1,890,000. The Selling Securityholder originally held an aggregate of Warrants to purchase 18,333 shares of Series A Preferred Stock. Each shareof Series A Preferred Stock is convertible into a maximum of 500 shares of Class A Common Stock at the floor conversion price of theSeries A Preferred Stock, which is currently $3.50 per share. Of the foregoing Warrants, the Selling Securityholder exercised Warrantsto purchase 5,555 shares of Series A Preferred Stock on July 21, 2025 for an aggregate exercise price of $5.0 million, and we haveagreed to register the resale of the Class A Common Stock underlying the 5,555 shares of Series A Preferred Stock held by the SellingSecurityholders. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The SellingSecurityholder may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactionsat prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Class ACommon Stock, except with respect to amounts received by us upon the exercise of the Warrants for cash. We will bear all costs,expenses, and fees in connection with the registration of these securities, including with regard to compliance with state securities or“blue sky” laws. The Selling Securityholder will bear all commissions and discounts, if any, attributable to their sale of shares of ourClass A Common Stock or Warrants. See the section entitled “Plan of Distribution” of this prospectus for additional information. Our Class A Common Stock are listed on The Nasdaq Capital Market, of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol“TRUG”. On August 27, 2025, the last quoted sale price for our Class A Common Stock as reported on Nasdaq was $4.25 per share. Chief Executive Officer, Interim Chief Financial Officer, President and Chairman, Christopher Jones, together with our ChiefHardware Officer, Steven R. Johnson, and David Ashby, hold 100,888; 48,513; and 50,598 shares of our Class B Common Stock,respectively, representing approximately 88.6% of the voting power of TruGolf’s voting securities for the election of directors. As aresult, TruGolf is a controlled company within the meaning of the Nasdaq rules, and, as a result, although we have not chosen to availourselves of any controlled company exemptions, we may in the future chose to avail ourselves of the exemptions from certaincorporate governance requirements for controlled companies. See the section entitled “Management – Controlled Company” of thisprospectus for additional information. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply withcertain reduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in the section entitled “Risk Factors” beginning on page 12 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. Wehave not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 10, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1TRADEMARKS2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS12USE OF PROCEEDS27MARKET PRICE OF OUR CLASS A COMMON STOCK AND DIVIDEND INFORMATION28BUSINESS28MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF O