04/30/2026 | Press release | Distributed by Public on 04/30/2026 15:31
TruGolf Holdings, Inc. (the "Company") is filing this Amendment No. 2 ("Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission (the "SEC") on April 15, 2026 and amended on April 17, 2026 (collectively, the "Original 10-K"), for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information required by Part III to be incorporated by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Form 10-K/A to include Part III information in our Annual Report on Form 10-K because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K.
In accordance with SEC rules, a new certification by the Company's principal executive officer and principal financial officer is filed herewith as exhibit 31.1 to this Amendment. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraph 3 of the certifications has been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment. This Form 10-K/A is being filed to: (i) revise Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K and (ii) revise the Exhibit Index of the Original Form 10-K to reflect the filing of new certifications.