TrueGolf

TruGolf Capital Structure & Disclosure Practices

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TruGolf Holdings, Inc. (NASDAQ: TRUG) is under research review regarding floating-conversion preferred stock, Schedule 13G passive-investor disclosures, reverse-split sequencing, and ATW-affiliated multi-issuer patterns.

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TruGolf Capital Structure & Disclosure Practices

TruGolf Holdings, Inc. (NASDAQ: TRUG) is under research review regarding floating-conversion preferred stock, Schedule 13G passive-investor disclosures, reverse-split sequencing, and ATW-affiliated multi-issuer patterns.

company & product

TruGolf Holdings, Inc.

TruGolf develops golf simulation software and hardware for residential and commercial use.

  • Core products include E6 APEX, LaunchBox, TruGolf Range, and Apogee Launch Monitor.
  • Public on the Nasdaq Capital Market under ticker TRUG after a Deep Medicine Acquisition Corp. SPAC combination.
  • Headquartered in Centerville, Utah, led by CEO Christopher Jones.
  • Latest 10-Q reports 1,093,687 Class A shares and 19,999 Class B shares outstanding as of May 15, 2026.

Executive Intelligence summary

TruGolf presents a severe capital-structure deterioration signal. The record now combines two reverse splits in less than a year, a 2025 Series A Preferred exchange, VWAP-linked conversion and reset mechanics, a $2.76 reset, post-quarter preferred conversions, a 9.99% blocker 13G posture, and a June 15, 2026 equity value below $1 million.

Signal’s review is assessing whether:

  • Preferred conversion, floor-price, reset, and dividend make-whole terms were clearly understood.
  • Schedule 13G passive-intent certifications fit the economic substance of the financing conduct.
  • Reverse-split, note-exchange, conversion, and Nasdaq compliance sequencing affected investor understanding.
  • The ATW multi-issuer pattern supports broader review of repeated 13G and blocker structures.

Issues Under Review

Floating-Conversion Mechanics

90% lowest-VWAP formulas, reset provisions, floor-price terms, and dividend make-whole features.

Schedule 13G Passive Intent

9.9% reported ownership through Series A Preferred subject to a 9.99% contractual blocker.

Reverse Split Sequencing

2025 1-for-50 and 2026 1-for-10 reverse splits amid Nasdaq compliance pressure.

ATW Multi-Issuer Pattern

Repeat adviser, control persons, SPVs, 9.9% positions, blockers, debt, preferred, and warrants.

Potential Legal Exposure

TruGolf may face exposure under:

  • Federal securities disclosure standards.
  • Beneficial-ownership reporting rules.
  • State investor protection and blue sky laws.
  • Fiduciary duty and derivative theories.
  • Contract and equitable relief claims.

Exposure analysis remains ongoing.

Potential Defendants

  • TruGolf Holdings, Inc.
  • Related officers, directors, entities, or subsidiaries.
  • ATW-affiliated entities, subject to factual development.
  • Selling securityholders, financing counterparties, or other parties subject to discovery.

Research Status & Methodology

  • Review SEC filings, including 10-Q, 8-K, S-1/A, Forms 3/4/5, and Schedules 13G or 13D.
  • Analyze conversion math, floor-price terms, reset mechanics, dividend make-whole features, and dilution capacity.
  • Compare ATW-affiliated 13G filings across reported small-cap issuers.
  • Model investor-impact scenarios, market deterioration, and litigation-readiness thresholds.
  • No lawsuit has been filed at this time. Research only, no liability finding.

Potential legal Exposure

TruGolf may face exposure under:

  • Federal securities disclosure standards.
  • Beneficial-ownership reporting rules.
  • State investor protection and blue sky laws.
  • Fiduciary duty and derivative theories.
  • Contract and equitable relief claims.

Exposure analysis remains ongoing.

Research status & Methodology

  • Review SEC filings, including 10-Q, 8-K, S-1/A, Forms 3/4/5, and Schedules 13G or 13D.
  • Analyze conversion math, floor-price terms, reset mechanics, dividend make-whole features, and dilution capacity.
  • Compare ATW-affiliated 13G filings across reported small-cap issuers.
  • Model investor-impact scenarios, market deterioration, and litigation-readiness thresholds.
  • No lawsuit has been filed at this time. Research only, no liability finding.

EVIDENCE AND SOURCE LINKS

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=TRUG&type=10-Q&dateb=&owner=include&count=10

Q1 2026 10-Q, July 2025 8-K, S-1/A materials, and company disclosures.

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=TRUG&type=SC+13G&dateb=&owner=include&count=10

Feb. 4, 2026 Schedule 13G and comparator ATW-affiliated 13G filings.

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=TRUG&type=8-K&dateb=&owner=include&count=10

Nasdaq notices, 2025 and 2026 reverse splits, and share-price deterioration.

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=TRUG&type=S-1&dateb=&owner=include&count=10

Preferred exchange agreements, warrants, blocker terms, and authorized-share data.

Contribute Information

TruGolf Holdings, Inc. (NASDAQ: TRUG) is under research review regarding floating-conversion preferred stock, Schedule 13G passive-investor disclosures, reverse-split sequencing, and ATW-affiliated multi-issuer patterns.

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