TruGolf Holdings, Inc.

ITEM 1A. RISK FACTORS

Information regarding our risk factors appears in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A common stock. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K.

The conversion of our outstanding Series A Preferred Stock into Class A common stock will dilute the ownership interest of our stockholders.

The conversion price of our Series A Preferred Stock is subject to adjustment in certain circumstances, including (i) if we sell Class A common stock or equivalents at a price below the then-current conversion price (subject to certain exceptions), (ii) on each six-month anniversary of issuance (each, a Reset Date) if the conversion price then in effect exceeds the closing price of the Class A common stock on such date, and (iii) upon stock splits, stock dividends, or similar recapitalization events. The most recent Reset Date was April 22, 2026, resulting in a Reset Price of $2.76. The next Reset Date will be October 22, 2026. Upon conversion, we must issue to the holders Class A common stock representing all dividends that would otherwise have accrued on such Series A Preferred through the five-year anniversary of issuance, and this amount converts at a price equal to the lesser of the conversion price, or 90% of the lowest VWAP of Class A common stock during the five trading days prior to conversion (subject to a floor price). In addition, if the floor price exceeds 90% of the five-day VWAP, the stated value of the Series A Preferred is subject to increase. If the conversion price of the Series A Preferred decreases or the stated value of the Series A Preferred increases, the number of shares underlying the Series A Preferred Stock will increase, materially diluting our stockholders. See Note 6 Stockholders Equity - Series A Convertible Preferred Stock for further details.

We are not currently in compliance with Nasdaqs continued listing requirements related to the bid price of our common stock and if we are unable to regain compliance with the listing requirements, our common stock will be delisted from Nasdaq which could have a material adverse effect on our financial condition and could make it more difficult for stockholders to sell their shares.

Our common stock is listed on Nasdaq, and we are therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held shares, market value of listed shares, minimum bid price per share, and minimum stockholders equity, among others, and requirements relating to board and committee independence. If we fail to satisfy one or more of the requirements, we may be delisted from Nasdaq.

Since July 31, 2026, the closing price of our common stock has been below $1.00, and if our common stock remains below $1.00 for 30 consecutive business days we will not be in compliance with Nasdaq Listing Rule 5550(a)(2) (the bid price rule). In accordance with Nasdaq rules, we would normally be provided with a grace period of 180 calendar days to regain compliance with the bid price rule. However, since we completed a reverse stock split in March 2026, which is within the last one-year period, if we do not meet the bid price rule, we will not be eligible for any compliance period and the Nasdaq Staff will provide written notification to us that our common stock may be delisted. We would then be entitled to appeal the Staffs determination to a Nasdaq Listing Qualifications Panel and request a hearing. There can be no assurance that, if we do appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications Panel, that such appeal would be successful.

Delisting from Nasdaq would adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors and general investors that will consider investing in our common stock, a reduction in the number of market makers in our common stock, a reduction in the availability of information concerning the trading prices and volume of our common stock, a reduction in the number of broker-dealers willing to execute trades in shares of our common stock or interest in business development opportunities. Further, we would likely become a penny stock, which would make trading of our common stock more difficult.