Failure to Satisfy Listing Rule, Private Placement (Form 8-K)

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 Nasdaq Capital Market's Listing Rule 5550(b)(1)(A), which requires a $2,500,000 minimum stockholders' equity standard. The notification has no immediate effect on the listing or trading of the Company's Class A common stock on The Nasdaq Capital Market and the Class A common stock will continue to trade under the symbol "TRUG".

Pursuant to Nasdaq Marketplace Rule 5810, the Company has been provided 45 calendar days, or until October 5, 2026, to supply a specific plan to regain compliance with all Nasdaq Capital Market listing requirements and the Company's time frame to complete its plan. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the notification, or until February 15, 2027, to evidence compliance. If the plan is not accepted, the Company will have the right to appeal and the Class A common stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process. To regain compliance, the Company must have stockholders' equity of at least $2.5 million.

The Company is currently evaluating various alternative courses of action to regain compliance, and the Company intends to submit a plan with Nasdaq before October 5, 2026 to maintain its Nasdaq listing. There can be no assurance that the Company will be able to regain compliance with the minimum stockholders' equity requirement or maintain compliance with the other listing requirements.

The disclosure set forth under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.