Entry into a Material Definitive Agreement. On August 25, 2026, TruGolf Holdings, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) with Tru Golf Canada Inc. (the “Distributor”), a corporation organized under the laws of British Columbia, Canada. The MOU is legally binding upon execution and governs the parties’ relationship until a definitive long-form agreement is executed, which the parties have agreed to negotiate in good faith within 45 days. The MOU automatical…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 19, 2026, TruGolf Holdings, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company’s stockholders’ equity was $2,060,281, and therefore, the Company was not in compliance with N…

Unregistered Sales of Equity Securities. The disclosure set forth under

Other Events As previously disclosed, on August 17, 2026, the Company entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). Pursuant to the Acquisition Agreement, Polymath and SubCo will amalgamate under the Canada Business Corporations A…

The issuance of the securities pursuant to the Acquisition Agreement and the issuance of the new Series B preferred warrants pursuant to the Waiver and Exchange Agreement, will be made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The shares of Series B preferred stock issuable upon exercise of the new Series B preferred warrants, and the shares of Class A common stock issuable upon conversion of such Series B preferred stock…

Entry into a Material Definitive Agreement. Polymath Acquisition Summary of Acquisition Agreement On August 17, 2026, TruGolf Holdings, Inc., a Nevada corporation (the “Company”), entered into an Acquisition Agreement (the “Acquisition Agreement”) with 18141991 Canada Inc., a corporation incorporated under the federal laws of Canada and a wholly owned subsidiary of the Company (“SubCo”), and Polymath Research Inc., a corporation incorporated under the federal laws of Canada (“Polymath”). Purs…

Chief Financial Officer — Steven Passey: The company hired a new Chief Financial Officer.

Director — Shaun Limbers: Shaun Limbers resigned from his position as a member of the Board of Directors.

Material Modifications to Rights of Security Holders. As previously disclosed, on February 17, 2026, at TruGolf Holdings, Inc.’s (the “Company”) annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by…

Other Events. As of February 10, 2026, TruGolf Holdings, Inc. (the “Company”) has repurchased a total 423,402 shares of the Company’s Class A common stock under the Company’s previously announced $2.0 million stock repurchase program at an average purchase price per share of $0.7552, including all fees and commissions. Approximately $1.67 million remains available under the stock repurchase program. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant…

Other Events. As of January 31, 2026, TruGolf Holdings, Inc. (the “Company”) has repurchased 249,000 shares of the Company’s Class A common stock under the Company’s previously announced $2.0 million stock repurchase program at an average purchase price per share of $0.8535, including all fees and commissions. Approximately $1.78 million remains available under the stock repurchase program. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On January 5, 2026, TruGolf Holdings, Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (“Staff”) of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of shareholders within twelve…

Entry into Material Definitive Agreement. On May 28, 2025, TruGolf Holdings, Inc. (the “Company”) and the holders (the “Holders”) of certain convertible notes and convertible preferred stock of the Company (the “Preferred Stock”) each entered into an amendment and waiver agreement (each, an “Amendment”) pursuant to which each Holder agreed to: (i) reduce the amount of shares of the Company’s Class A common stock (the “Common Stock”) the Company is required to reserve in connection with the fu…

Entry into a Material Definitive Agreement. On May 14, 2025, TruGolf Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with an institutional investor (the “Investor”). Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to an aggregate of $20 million (the “Commitment Amount”) in newly issu…

Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in our Current Report on Form 8-K filed on November 8, 2024, TruGolf Holdings, Inc. (the “Company”) previously received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that the listing of its Class A common stock was not in compliance with the minimum Market Value of Publicly Held Shares (the “MVP…

Entry into a Material Definitive Agreement. As previously disclosed, TruGolf Holdings, Inc. (the “Company”), entered into that certain Securities Purchase Agreement, dated February 2, 2024 (as may be amended, modified, restated, restructured or supplemented from time to time, the “Prior Purchase Agreement”), pursuant to which certain investors (the “Holders” and each, a “Holder”) agreed to purchase from the Company (i) senior convertible notes in the aggregate principal amount of up to $15,50…

Unregistered Sale of Equity Securities. The information set forth under

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on October 2, 2024, TruGolf Holdings, Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) that it was out of compliance with Listing Rule 5450(b)(1)(A), which requires that the Company maintain stockholders’ equity of at least $10,000,000 for continued listing (the “Rule”), or to meet the altern…

Results of Operations and Financial Condition On February 18, 2025, TruGolf Holdings, Inc. (the “Company”) issued a press release announcing information regarding its results of operations for the year ended December 31, 2024, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purpo…

Entry into Material Definitive Agreement. In November 2024, TruGolf Holdings, Inc. (the “Company”) and the holders (the “Holders”) of certain convertible notes (“Convertible Notes”) entered into a waiver agreement (the “November Waiver”) pursuant to which the Holders agreed to waive certain requirements under the instruments and related agreements related to the Company’s satisfaction of the continued listing requirements of the Nasdaq Stock Market. The November Waiver required that the Compa…

Results of Operations and Financial Condition. On November 15, 2024 TruGolf Holdings, Inc. (the “Company”) issued a press release in which the Company announced its financial results for its fiscal quarter ended September 30, 2024. A copy of this earnings press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. Section 7 – Regulation FD

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 5, 2024, TruGolf Holdings, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive business days ended November 4, 2024, the Company’s security did not maintain a minimum bid price of $1 per share. Nasdaq stated in its letter that in accordance with Nasda…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 19, 2024, TruGolf Holdings, Inc. (the “Company”) received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company’s stockholders’ equity was ($10,508,104), and therefore, the Company was not in compliance wit…