What changed in this filing

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Item 5. Other Information

2024-11-14 compared with 2024-08-21 · 67 added, 23 removed, 43 unchanged (68% of the section changed)

12 unchanged sentences

and Analysis of Financial Condition and Results of Operations – Recent Developments – PIPE Offering”.

August 13, 2024, the Company entered into a waiver and amendment agreement (the “Amendment”), pursuant to which the Company

to satisfying the conditions discussed below, TruGolf Holdings, Inc.

has the right under the Purchase Agreement, but not the obligation,

to require that the PIPE Investors purchase additional Notes at up to two additional closings.

Upon notice at any time after the 2nd

trading day following the Initial Closing Date, TruGolf Holdings may require that the PIPE Investors purchase an additional aggregate

principal amount of $4,650,000 of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $4,185,000, if (i) the Registration

Statement (as described below) has been filed;

and (ii) certain customary closing conditions are satisfied (the “First Mandatory

Additional Closing”).

Upon notice at any time after the 2nd trading day following the date that the First Mandatory Additional

Closing is consummated, TruGolf Holdings may require that the PIPE Investors purchase an additional aggregate principal amount of $6,200,000

of PIPE Convertible Notes, in exchange for aggregate gross proceeds of $5,580,000, if (i) the shareholder approval is obtained (as described

(ii) the Registration Statement has been declared effective by the SEC;

and (iii) certain customary closing conditions are satisfied

(the “Second Mandatory Additional Closing”).

addition, pursuant to the Purchase Agreement, as amended by the Waiver (described below) each PIPE Investor has the right, but not the

obligation, to require that, upon notice, TruGolf Holdings sell to such PIPE Investor at one or more additional closings such PIPE Investor’s

pro rata share of up to a maximum aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (each such additional

closing, an “Additional Optional Closing”);

provided that, the principal amount of the additional PIPE Convertible Notes

issued at each Additional Optional Closing must equal at least $250,000.

If a PIPE Investor has not elected to effect an Additional Optional

Closing on or prior to August 30, 2025, such PIPE Investor shall have no further right to effect an Additional Optional Closing under

the Purchase Agreement.

August 13, 2024, the Company entered into those certain waiver and amendment agreements (the “Waiver”), pursuant to which the Company

and the PIPE Investors agreed to:

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Company to satisfy the interest payments due April 1, 2024, July 1, 2024 and October 1, 2024 from the issuance of common stock or by

allowing such amounts to be added to the principal amount of the PIPE Convertible Notes, as the option of the PIPE Investors.

certain PIPE Investors agreed to acquire additional PIPE Convertible Notes upon the effective date of the Registration Statement without

regard to any volume or price requirements in the instruments.

Company’s Chief Financial Officer, Lindsay Jones, resigned on May 1, 2024 and the Company’s Board of Directors appointed

Christopher Jones to serve as interim Chief Financial Officer.

The Company has also hired an outside to firm to assist in the performance

of the financial reporting matters.

There was no severance paid out to Mr.

The former Chief Financial Officer has cooperated with

the Company during the interim transition.

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a

Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation

S-K under the Securities Exchange Act of 1934, as amended).

allowing such amounts to be added to the principal amount of the PIPE Convertible Notes, at the option of the PIPE Investors.

certain PIPE Investors agreed to acquire additional PIPE Convertible Notes without regard to any volume or price requirements in the

In connection with the Waiver, the Company issued an aggregate of 192,151 shares in satisfaction of certain registration

statement delay payments and issued an aggregate of 157,582 shares in satisfaction of outstanding interest payments.

Such payments were

made at the “Alternate Conversion Price” set forth in the PIPE Convertible Notes, which is equal to the lesser of (i) the

Conversion Price, and (ii) 90% of the lowest volume weighted average price of the Class A common stock during the five consecutive trading

days immediately prior to such conversion.

November 7, 2024, the Company entered into those certain amendments to the Waivers (the “Amendments”), pursuant to which the Company and

the PIPE Investors agreed to:

(i) waive any breaches or defaults caused by the Company’s failure to timely file its SEC reports

through August 21, 2024;

and (ii) waive certain registration failures until October 3, 2024.

In addition, the PIPE Investors waived any

breaches or defaults that may have occurred or will occur solely as a result of the Company’s failure to comply with the continued

listing requirements of the Nasdaq Stock Market due to:

(i) the Company’s failure to meet the stockholders’ equity requirement

for continued listing, provided that the foregoing waiver shall expire on January 15, 2025, (ii) the Company’s failure to meet the market value of publicly held shares requirement for continued listing,

provided that the foregoing waiver shall expire on January 15, 2025, and/or (iii) the Company’s failure to

meet the minimum bid price requirement for continued listing;

provided that the foregoing waiver shall expire on January 15, 2025;

further that to the extent the Company is in compliance with all other Nasdaq Stock Market listing requirements and has filed a preliminary

proxy statement to hold a special meeting to vote on a reverse stock split to remedy the bid price failure, the waiver shall be extended

to March 15, 2025.

In connection with the Amendment, the Company issued an aggregate of 116,959 shares in satisfaction of certain registration

statement delay payments and issued an aggregate of 65,790 shares in satisfaction of outstanding interest payments.

Such payments were

made at the “Alternate Conversion Price” set forth in the PIPE Convertible Notes, which is equal to the lesser of (i) the

Conversion Price, and (ii) 90% of the lowest volume weighted average price of the Class A common stock during the five consecutive trading

days immediately prior to such conversion.

November 7, 2024, certain PIPE Investors agreed to purchase additional PIPE Convertible Notes in aggregate principal amount of $3,300,000

for aggregate proceeds of $2,970,000.

In connection with the foregoing, the Company agreed to repay an aggregate of $2,496,686 in outstanding

debt and transaction expenses.

the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a

Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities

Exchange Act of 1934, as amended).

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report of Form 10-Q.

1 unchanged sentence

Bylaws of New TruGolf (incorporated by reference to Exhibit 3.2 of the Form 8-K filed on February 6, 2024).

Form of Series A Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024)

Form of Series B Warrants (incorporated by reference to exhibit 4.2 of the Form 8-K filed on February 7, 2024)

Form of Notes (incorporated by reference to exhibit 4.1 of the Form 8-K filed on February 7, 2024)

Securities Purchase Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.1 of the Form 8-K filed on February 7, 2024).

Registration Rights Agreement, dated February 2, 2024 (incorporated by reference to exhibit 10.2 of the Form 8-K filed on February 7, 2024).

Indemnity Agreement, incorporate by reference to Exhibit 10.5 of the Form 8K filed on February 6, 2024

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to Section 18 U.S.C.

Form of Waiver and Amendment Agreement.

Form of Amendment to Waiver and Amendment Agreement

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of Sarbanes- Oxley Act of 2002

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

14 unchanged sentences

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

August 20, 2024

November 14, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information