Correspondence 0001493152-24-037845 from TruGolf Holdings, Inc. (TRUG)
TruGolf Holdings, Inc.
Date: Sept. 23, 2024 · CIK: 0001857086 · Accession: 0001493152-24-037845
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277068
Referenced dates: September 18, 2024
Letter
Securities and Exchange Commission Division of Corporate Finance Info: Registration Statement on Form S-1 Filed August 29, 2024 File No. 333-277068
RE: TruGolf Holdings, Inc.
Dear Eranga Dias and Jay Ingram:
Please find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 18, 2024 (the “Comment Letter”) relating to Registration Statement on Form S-1, which was submitted to the Commission by TruGolf Holdings, Inc. (the “Company” or “we”) on August 29, 2024.
The Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained in the Comment Letter has been restated.
We have also updated the Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”) which is submitted to the Commission simultaneously together with this letter.
Amendment No. 1 to Registration Statement on Form S-1 filed August 29, 2024
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41
1. We note your revised disclosure in other parts of your registration statement and reissue previous comment 4. Please revise to expand the management’s discussion section to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Bright Vision
Sponsor LLC, a beneficial owner of 18.8% of your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.
Response: We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in cover page and page 42 of the Registration Statement for further information.
Should you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srfc.law with any questions or comments regarding this correspondence. We would also welcome the opportunity to walk through the filing today with you to confirm that we have answered all of your questions to your satisfaction and that we can request effectiveness of the Registration Statement. Thank you.
Sincerely,
TruGolf
Holdings, Inc.
Show Raw Text
CORRESP
1
filename1.htm
September
23, 2024
Securities
and Exchange Commission
Division
of Corporate Finance
100
F Street, NE
Washington,
D.C. 20549
Attn:
Eranga Dias and Jay Ingram
RE:
TruGolf
Holdings, Inc.
Info:
Registration
Statement on Form S-1
Filed
August 29, 2024
File
No. 333-277068
Dear
Eranga Dias and Jay Ingram:
Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its comment letter dated September 18, 2024 (the “Comment Letter”) relating
to Registration Statement on Form S-1, which was submitted to the Commission by TruGolf Holdings, Inc. (the “Company”
or “we”) on August 29, 2024.
The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.
We
have also updated the Amendment No. 3 to Registration Statement on Form S-1 (the “Registration Statement”) which is
submitted to the Commission simultaneously together with this letter.
Amendment
No. 1 to Registration Statement on Form S-1 filed August 29, 2024
Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 41
1.
We
note your revised disclosure in other parts of your registration statement and reissue previous
comment 4. Please revise to expand the management’s discussion section to reflect the
fact that this offering involves the potential sale of a substantial portion of shares for
resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that Bright Vision
Sponsor
LLC, a beneficial owner of 18.8% of your outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
Response:
We have revised the Registration Statement in accordance with the Staff’s comment. Please see the disclosure in cover page
and page 42 of the Registration Statement for further information.
Should
you have any questions regarding the foregoing, please do not hesitate to contact our counsel Arthur Marcus at amarcus@srfc.law
with any questions or comments regarding this correspondence. We would also welcome the opportunity to walk through the filing today
with you to confirm that we have answered all of your questions to your satisfaction and that we can request effectiveness of the Registration
Statement. Thank you.
Sincerely,
TruGolf
Holdings, Inc.
By:
/s/
Christopher Jones
Christopher
Jones
Chief
Executive Officer