Business Context and Reporting Period
This Form 8-K filing by TruGolf Holdings, Inc. (TRUG) reports a corporate action effective June 23, 2025, with the report dated June 18, 2025. The Company, incorporated in Delaware, operates on The Nasdaq Capital Market. The filing details the execution of a reverse stock split previously authorized by stockholders at a special meeting on May 30, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments.
Material Changes
- Reverse Stock Split: The Company executed a 1-for-50 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on June 23, 2025.
- Share Count Reduction: Outstanding Class A common stock was reduced from approximately 40.5 million to 0.81 million shares. Outstanding Class B common stock was reduced from approximately 10 million to 0.2 million shares.
- Authorized Shares: The total number of authorized shares remains 660 million (650 million Class A and 10 million Class B).
- Trading Adjustments: The stock began trading on a split-adjusted basis on June 23, 2025, under the symbol "TRUG" with a new CUSIP number (243733409). Par value remains $0.0001.
- Equity Compensation: Proportionate adjustments were made to the exercise prices and share counts of outstanding stock options and the equity compensation plan.
- Fractional Shares: No fractional shares were issued; instead, cash was paid based on the average closing price of the five trading days preceding the split.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure that the summary is qualified by the full text of the Amendment. The primary contingency noted is the cash payment for fractional shares, calculated based on market prices prior to the effective time.
Investor Verification Checklist
- Verify the post-split share count and new CUSIP number (243733409) in brokerage accounts.
- Confirm the adjusted exercise price and share quantity for any held stock options.
- Check for cash deposits corresponding to fractional share entitlements.
- Review the full text of the Amendment to the Certificate of Incorporation (Exhibit 3.1) for complete legal terms.