What changed in this filing

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Item 5. Other Information

2025-08-19 compared with 2025-05-15 · 23 added, 47 removed, 11 unchanged (86% of the section changed)

OTHER INFORMATION

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

the quarter ended June 30, 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.

Amendment to Third Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc.

dated June 2, 2025

Amendment to Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc.

dated June 17, 2025

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

3 unchanged sentences

Form of Registration Rights Agreement

Form of Equity Purchase Facility Agreement

Form of Registration Rights Agreement

Form of Amendment and Waiver Agreement, dated as of May 28, 2025

Form of Waiver Agreement with Convertible Note holders

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*

XBRL Instance Document*

XBRL Taxonomy Extension Schema*

XBRL Taxonomy Calculation Linkbase*

XBRL Taxonomy Label Linkbase*

XBRL Taxonomy Linkbase Document*

XBRL Taxonomy Definition Linkbase Document*

Filed herewith.

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

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.

Christopher (Chris) Jones

Chief Executive Officer, Director, Interim Chief Financial Officer

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

(Chris) Jones

Executive Officer, Director, Interim Chief Financial Officer

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