Amendment: SEC Form SCHEDULE 13G/A filed by TruGolf Holdings Inc.
$TRUG
Recreational Games/Products/Toys
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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TruGolf Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
243733102 (CUSIP Number) |
09/17/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 243733102 |
| 1 | Names of Reporting Persons
Greentree Financial Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,064,924.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: All shares of Class A Common Stock, $0.0001 par value (the "Common Stock"), of TruGolf Holdings, Inc. (the "Issuer") held by Greentree Financial Group, Inc. ("Reporting Person") may be deemed to be beneficially owned by the Reporting Person. The above number is based on (a) 30,958,824 shares of the Issuer's Common Stock outstanding as of May 2, 2025, according to information provided by the Issuer; (b) 2,953,434 shares of Common Stock issued directly to the Reporting Person; and (c) 111,490 shares of Common Stock currently issuable by the Issuer pursuant to the terms of the convertible promissory note, as described in Item 4(a) of this Schedule 13G.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TruGolf Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
60 North 1400 West, Centerville, Utah 84014 | |
| Item 2. | ||
| (a) | Name of person filing:
Greentree Financial Group, Inc.; Robert C. Cottone is the Vice President of Greentree Financial Group, Inc. | |
| (b) | Address or principal business office or, if none, residence:
900 S. Pine Island Road, Suite 310, Plantation, FL 33324 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
243733102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
3,064,924 (1)
(1) As of May 5, 2025, the Reporting Person may be deemed the beneficial owner of 3,064,924 shares of Common Stock consisting of 2,953,434 shares of Common Stock held directly, and 111,490 shares of Common Stock issuable upon the conversion of a promissory note. | |
| (b) | Percent of class:
9.99% (1) | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,064,924 (1) | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
sole power to vote or to direct the vote: 3,064,924 (1) | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The partners of Greentree Financial Group, Inc. are entitled to receive, or have the power to direct the receipt of dividends from or the proceeds of sales of the securities of the Issuer held for the account of Greentree Financial Group, Inc., in accordance with their ownership interests in Greentree Financial Group, Inc. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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