What changed in this filing

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Item 1. Legal Proceedings

2026-08-14 compared with 2026-05-20 · 41 added, 7 removed, 12 unchanged (80% of the section changed)

11 unchanged sentences

financial position, results of operations, or cash flows.

of the date of this Form 10-Q, we believe that none of our pending lawsuits, claims, and other proceedings are expected to have a material

adverse effect on our Company’s business, consolidated financial position, results of operations, or cash flows.

However, management’s

judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

We know of no proceedings

in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or

has a material interest adverse to our interest.

July 24, 2026, a putative class action and shareholder derivative complaint captioned Parker LaChance, individually and on behalf

of all others similarly situated, and derivatively on behalf of TruGolf Holdings, Inc.

TruGolf Holdings, Inc.;

Christopher Jones;

Shaun Limbers;

Riley Russell;

Haynie & Company;

SandTrap Opportunities LLC;

ATW Opportunities

Master Fund II, L.P.;

ATW Partners Opportunities Management, LLC;

Kerry Propper;

and Antonio Ruiz-Giménez was filed against

the Company and certain of its current and former officers and directors, Haynie & Company and certain

investor entities and individuals in the United States District Court for the District of Utah, Case No.

2:26-cv-00695.

The plaintiff,

Parker LaChance, purports to bring the action individually and on behalf of a putative class of persons who purchased or otherwise acquired

the Company’s Class A common stock between September 10, 2025 and May 20, 2026, and derivatively on behalf of the Company.

complaint alleges, among other things, that the Company’s registration statements, proxy statements, and periodic reports

contained material misstatements and omissions arising from certain financing transactions.

The complaint purports to assert claims

for violation of Sections 11 and 15 of the Securities Act of 1933 against the Company, certain current and former officers and

directors, and Haynie & Company;

violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder

against the Company and certain officers and directors in connection with proxy solicitations;

violation of Section 10(b) of the

Exchange Act and Rule 10b-5 thereunder, and Section 20(a) of the Exchange Act, against the Company and its Chief Executive Officer;

and, derivatively, claims for breach of fiduciary duty against certain officers and directors, aiding and abetting breach of

fiduciary duty against certain investor defendants, and unjust enrichment in the alternative.

complaint seeks, among other relief, class certification, compensatory damages in an amount to be determined at trial together with prejudgment

interest, rescission or a rescissory measure of damages under the Securities Act claims to the extent available, damages to the Company

(including disgorgement of profits and other benefits) on the derivative claims, corporate governance reforms, an award of costs and

attorneys’ fees, and a jury trial.

Company believes it has meritorious defenses to the allegations and intends to defend the action vigorously.

At this stage of the proceeding,

the Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, if any, and no amounts have

been accrued in connection with this matter as of the date of this filing.

as described above, as of the date of this Form 10-Q, we believe that none of our pending lawsuits, claims, and other proceedings are

expected to have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.

management’s judgment may prove materially inaccurate, and such judgment is made subject to the known uncertainties of litigation.

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 1. Legal Proceedings