Item 5. Other Information
ITEM
5. OTHER INFORMATION
During
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.
29
ITEM
6. EXHIBITS
Exhibit
Incorporated
by Reference
Number
Exhibit
Description
Form
Exhibit
Filing
Date
3.1
Amendment to Third Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc. dated June 2, 2025
8-K
3.1
6/3/25
3.2
Amendment to Amended and Restated Certificate of Incorporation of TruGolf Holdings, Inc. dated June 17, 2025
8-K
3.1
6/24/25
10.1
Form of January Waiver, dated as of January 16, 2025
8-K
10.1
1/16/25
10.2
Form of Exchange Agreement
8-K
10.1
4/23/25
10.3
Form of Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock
8-K
10.2
4/23/25
10.4
Form of Warrant to Purchase Series A Convertible Preferred Stock
8-K
10.3
4/23/25
10.5
Form of Registration Rights Agreement
8-K
10.4
4/23/25
10.6
Form of Equity Purchase Facility Agreement
8-K
10.1
5/15/25
10.7
Form of Registration Rights Agreement
8-K
10.2
5/15/25
10.8
Form of Amendment and Waiver Agreement, dated as of May 28, 2025
8-K
10.1
5/29/25
10.9
Form of Waiver Agreement with Convertible Note holders
8-K
10.4
7/22/25
31.1*
Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer and Principal Financial Officer
32.1**
Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS
Inline
XBRL Instance Document*
101.SCH
Inline
XBRL Taxonomy Extension Schema*
101.CAL
Inline
XBRL Taxonomy Calculation Linkbase*
101.LAB
Inline
XBRL Taxonomy Label Linkbase*
101.PRE
Inline
XBRL Taxonomy Linkbase Document*
101.DEF
Inline
XBRL Taxonomy Definition Linkbase Document*
*
Filed herewith.
**
Furnished herewith
30
SIGNATURES
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.
By:
/s/
Christopher (Chris) Jones
Name:
Christopher
(Chris) Jones
Title:
Chief
Executive Officer, Director, Interim Chief Financial Officer
(Principal
Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer)
Date:
August
19, 2025
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.