TruGolf Holdings Inc

As filed with the Securities and Exchange Commission on February 14, 2024

Registration No. 333-[ ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

TRUGOLF HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

60 North 1400 West Centerville

Utah 84014

(801) 298-1997

****(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Christopher (Chris) Jones

Chief Executive Officer

TruGolf Holdings, Inc.

60 North 1400 West Centerville

Utah 84014

(801) 298-1997

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies of all communications, including communications sent to the agent for service, to:

Arthur S. Marcus, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

New York, NY 10036

(212) 930-9700

**Approximate date of commencement of proposed sale to the public:**From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer for sale is not permitted.

TRUGOLF HOLDINGS, INC.

4,246,702 Shares of Class A Common Stock

29,245,684****Shares of Class A Common Stock Underlying Series A Warrants and Series B Warrants

40,185,185****Shares of Class A Common Stock Underlying Notes

632,500 Shares of Class A Common Stock Underlying Representative Warrants

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of an aggregate of: (a) up to 4,246,702 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”); (b) up to 40,185,185 shares of Class A Common Stock (the “Note Shares”) issuable upon the conversion of the convertible promissory note (the “Notes”); (c) up to 9,870,684 shares of Class A Common Stock (the “Series A Warrant Shares”) issuable upon the exercise of Series A Warrants to purchase Class A Common Stock (the “Series A Warrant”); (d) up to 19,375,000 shares of Class A Common Stock (the “Series B Warrant Shares”) issuable upon the exercise of Series B Warrants to purchase Class A Common Stock (the “Series B Warrant”); and (e) up to 632,500 shares of Class A Common Stock the “Representative Warrant Shares,” together with the Series A Warrant Shares and the Series B Warrant Shares as the “Warrant Shares”) issuable upon the exercise of Representative Warrants to purchase Class A Common Stock (the “Representative Warrant,” together with the Series A Warrant and the Series B Warrant as the “Warrant”).

The Common Stock being registered for resale was issued to, purchased by or will be purchased by the Selling Securityholders for the following consideration: (i) 3,162,500 shares of Class A Common Stock held by the founders of the Company, and which were issued to them prior to the Business Combination; (ii) 280,000 shares of Class A Common Stock issued to the directors and officers of the Company; (iii) 40,185,185 shares of Class A Common Stock issuable upon the conversion of the Notes, issued to the holders under a securities purchase agreement dated February 2, 2024 (the “Purchase Agreement”); (iv) 9,870,684 shares of Class A Common Stock issuable upon the exercise of the Series A Warrants, issued to the holders under the Purchase Agreement, pursuant which the Company shall issue the Series A Warrants Shares; (v) 19,375,000 shares of Class A Common Stock issuable upon the exercise of the Series B Warrants, issued to the holders under the Purchase Agreement, pursuant which the Company shall issue the Series B Warrants Shares, including; and (vi) 632,500 shares of Class A Common Stock issuable upon the exercise of the Representative Warrants, issued to I-Bankers (the “Representative”) in connection with the initial public offering of the Company; (v) up to 519,500 shares of Class A Common Stock issuable under the private placement units (the “Private Units”) with each unit comprising of one share of Class A Common Stock and one-tenth of one share of Class A Common Stock; (vi) up to 51,950 shares of Class A Common Stock issuable upon the conversion of rights issued under the Private Units; (vii) up to 20,000 shares of Class A Common Stock issued to Ellenoff Grossman & Schole LLP as fees for their services; and (viii) up to 212,752 shares of Class A Common Stock issued to the Representative as marketing fees in relation to the Business Combination. Please see the section entitled “Private Placement of Notes and Warrants” on page 75 and the “Selling Shareholders” of prospectus for more information.

On January 31, 2024, we completed the business combination and transactions contemplated thereby (the “Business Combination”) as set forth in that certain Amended and Restated Agreement and Plan of Merger (as amended), dated July 21, 2023, as amended (the “Merger Agreement”), by and among Deep Medicine Acquisition Corp. , a Delaware corporation (“DMA”), DMAC Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of Deep Medicine our predecessor company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the representative for the stockholders of Deep Medicine in accordance with the terms and conditions of the Merger Agreement (the “Purchaser Representative”), Christopher Jones, an individual, in the capacity as the representative from and after the Effective Time for the TruGolf Stockholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”), and TruGolf, Inc., a Nevada corporation (“TruGolf Nevada”). As contemplated by the Merger Agreement, DMA changed its name to TruGolf Holdings, Inc. Prior to and in connection with the completion of the Business Combination and the extension of DMA’s existence, existing DMA stockholders elected to redeem approximately 379,687, or approximately 8.71% of the then-outstanding shares of 4,357,964.

We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell, or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our Class A Common 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 Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our Class 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 Global Market, of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “TRUG”. On February 13, 2024, the last quoted sale price for our Class A Common Stock as reported on Nasdaq was $1.75 per share. Any cash proceeds associated with the exercise of the Warrants are dependent on the stock price. Whether any holders of Warrants determine to exercise such Warrants, which would result in cash proceeds to the Company, will likely depend upon the market price of our Class A Common Stock at the time of any such holder’s determination.

Given the current market price of the Company’s Common Stock, certain of the Selling Securityholders who paid less for their shares than such current market price will receive a higher rate of return on any such sales than the public securityholders who purchased Common Stock in the SPAC IPO or any Selling Securityholder who paid more for their shares than the current market price.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain 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 discussion of the risks of investing in our securities in the section entitled “Risk Factors” beginning on page 7 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have 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 these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________, 2024

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.

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