TruGolf Holdings, Inc. Files Amendment to Annual Report: Correction on Shares Outstanding

Key Points for Investors

• Amendment Filed: TruGolf Holdings, Inc. (NASDAQ: TRUG) has filed Amendment No. 1 (Form 10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• Nature of Amendment: This amendment addresses a crucial correction on the cover page regarding the number of Class A common shares outstanding as of April 15, 2026.
• Correction Details:
  • The original filing erroneously reported 1,394,771 shares of Class A common stock outstanding.
  • The actual, correct number of shares outstanding as of April 15, 2026, is 914,267.
• Scope of Amendment: The amendment contains only the cover page correction, an explanatory note, the exhibit index, the signature page, and new certifications. It does not alter any financial statements or other disclosures in the original 10-K filing.
• Public Float: As of June 30, 2025, the aggregate market value of the common stock held by non-affiliates (public float) was reported as \$3,200,000.
• Regulatory Status: TruGolf Holdings, Inc. is listed on The Nasdaq Stock Market LLC under the trading symbol “TRUG.”
• Issuer Status: The company is not a well-known seasoned issuer, is not a voluntary filer, and has filed all required reports in the last 12 months. It qualifies as an emerging growth company and a smaller reporting company.
• Internal Controls: No report or attestation on internal control over financial reporting (ICFR) by the auditor was included, as permitted for emerging growth companies.
• Error Correction: The amendment specifically states that there are no corrections of errors to the financial statements (no restatements or recovery analysis of incentive-based compensation required).
• Shell Company Status: TruGolf Holdings, Inc. is not a shell company.

Implications for Shareholders

Share Count Correction is Potentially Price-Sensitive: The correction in the number of shares outstanding is a material fact that may impact the valuation metrics investors use, such as earnings per share (EPS) and market capitalization calculations. The reduction from 1,394,771 to 914,267 shares is significant and could affect the perceived value of each share.

No Impact on Financials or Operations: The amendment does not update, amend, or otherwise alter any financial results, business operations, or other disclosures contained in the original Form 10-K. The original filing continues to speak as of its date (April 15, 2026).

Regulatory Compliance and Status: The company remains in full compliance with SEC reporting requirements, and all certifications required by the principal executive and financial officers are included as per the regulations.

What Shareholders Should Watch

• Share Value Calculations: Investors should use the corrected number of shares (914,267 as of April 15, 2026) for all per-share calculations.
• Company Status: The company’s classification as an emerging growth and smaller reporting company may allow for certain reduced regulatory requirements, which could affect future disclosures and audit requirements.
• Trading & Compliance: No other material changes are disclosed, so operational and strategic risk remains unchanged based on this amendment.

Conclusion

This amendment is highly relevant for valuation purposes and could be price-sensitive, as it corrects a significant overstatement in the number of shares outstanding. Investors should update all models and analyses accordingly. No other changes, including to financial statements or business outlook, were made in this amendment.

Disclaimer: This article is a summary and analysis of TruGolf Holdings, Inc.’s Form 10-K/A amendment based on publicly available information. It does not constitute investment advice. Investors should review the full filing and consult with their financial advisor before making any investment decisions.

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