What changed in this filing

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Item 5. Other Information

2025-05-15 compared with 2024-11-14 · 55 added, 107 removed, 3 unchanged (98% of the section changed)

OTHER INFORMATION

February 2, 2024, the Company executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors

that executed the Prior Loan Agreements, which replaced, in their entirety, the Prior Loan Agreements, and with additional investors

(together, the “PIPE Investors”).

Pursuant to the terms and conditions of the Purchase Agreement, the PIPE Investors agreed

to purchase from the TruGolf Holdings (i) senior convertible notes in the aggregate principal amount of up to $15,500,000 (the “PIPE

Convertible Notes”), (ii) Series A warrants to initially purchase 1,409,091 shares of the Company’s Class A common stock

(the “Series A Warrants”);

and (iii) Series B warrants to initially purchase 1,550,000 shares of the Company’s Class

A common stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”) (the

“PIPE Financing”).

For a description of the terms of the PIPE Financing, see Item 2, “Management’s Discussion

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

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:

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

through August 14, 2024;

(ii) extend the date by which the Additional Optional Closings may occur until 11 months from the effective

date of the initial Registration Statement;

(iii) permit the Company to raise debt financing from its affiliates through non-convertible,

unsecured notes with a maturity date that is later than the maturity date of the PIPE Convertible Notes;

(iv) waive certain registration

failures until September 3, 2024 and permit the issuance of common stock to satisfy certain registration failures;

and (v) allow the

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, 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.

Form of Amended and Restated Certificate of Incorporation of New TruGolf incorporated by reference to Annex C to the proxy statement/prospectus filed on December 29, 2023.

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

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

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

During the quarter ended March 31, 2025, no director or officer adopted

or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy

the affirmative defense conditions of Rule 10b5-1(c) or (ii) “no-Rule 10b5-1 trading arrangement,” as defined in Item 408(c)

of Regulation S-K.

On April 21, 2025, the Company entered into agreements

with the holders of approximately $3.9 million in outstanding notes payable (including accrued interest) originally issued in November

2022, including officers and directors of the Company, pursuant to which such note holders converted all outstanding amounts payable to

such note holders into (i) 8,283,139 shares of the Company’s Class B common stock, with respect to $2.6 million in principal and

interest of such notes payable, and into (ii) 4,233,077 shares of Common Stock, with respect to $1.3 million in principal and interest

of such notes payable, in each case at a conversion price of $0.31204 per share, which was above the closing price of the Company’s

Common Stock prior to conversion.

On April 21, 2025, the Company agreed to cancel and

rescind the conversion of $300,000 of PIPE Convertible Notes, plus interest, as a result of such noteholder not being able to take possession

of such conversion shares prior to the expiration of a DWAC deposit by our transfer agent with the Depository Trust Company.

On April 22, 2025, the Company entered into Exchange

Agreements (the “Exchange Agreements” and each, an “Exchange Agreement”), by and among the Company and each of

the Holders, pursuant to which each such Holder would exchange (i) the amounts remaining outstanding under the PIPE Convertible Notes

and certain other amounts outstanding with respect thereto in the aggregate amount (the “Note Exchange”), and (ii) the PIPE

Pursuant to the Exchange Agreements, on the effective date of the Exchange Agreements, the PIPE Warrants were exchanged, in

reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities

Act”), into an aggregate of 1,885 shares of the Company’s newly created Series A preferred stock (the “Series A Preferred

Stock” and such Series A Preferred Stock to be issued in the exchange of the PIPE Warrants, the “Initial New Exchange Preferred

Shares”, and such shares of Class A Common Stock (the “Common Stock”) issuable pursuant to the terms of the Certificate

of Designations, including, without limitation, upon conversion or otherwise, collectively, the “Initial New Exchange Conversion

Shares”), and (ii) a warrant to purchase up to 37,033 shares of Series A Preferred Stock.

The Note Exchange will occur on the Closing Date (as

defined in the Exchange Agreements), whereby the amounts owing under the PIPE Convertible Notes will be exchanged into shares of the Company’s

Series A Preferred Stock.

From the date of the Exchange Agreements until the date of the Note Exchange, the conversion price of the PIPE

Convertible Notes was reduced to $1.00 per share.

Additionally, the Exchange Agreements amended the

Prior Purchase Agreement and contained certain covenants of the Company to, among other items, hold one or more stockholder meetings no

later than 90 days following the execution of the Exchange Agreements to approve the shares of the Company’s Common Stock issuable

underlying the Series A Preferred Stock upon conversion in compliance with the rules and regulations of the Nasdaq Stock Market.

Exhibit Number

Form of January Waiver, dated as of January 16, 2025

Form of Exchange Agreement

Form of Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock

Form of Warrant to Purchase Series A Convertible Preferred Stock

Form of Registration Rights Agreement

Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer

Section 1350 Certification of Principal Executive Officer and Principal Financial Officer

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Calculation Linkbase*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Taxonomy Linkbase Document*

Inline XBRL Taxonomy Definition Linkbase Document*

* Filed herewith.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Holdings, Inc.

** Furnished herewith

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRUGOLF HOLDINGS, INC.

Christopher (Chris) Jones

(Chris) Jones

Executive Officer and Interim Chief Financial Officer

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

November 14, 2024

Christopher (Chris) Jones

Chief Executive Officer, Director, Interim Chief Financial Officer

(Principal Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)

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