Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. 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 alternatives of market value of listed securities or net income from continuing operations.

The Staff previously granted the Company an exception to regain compliance with the Rule by March 31, 2025. On April 2, 2025, the Company received a delist determination letter from the Staff (the "Nasdaq Notice") advising the Company that the Staff had determined that the Company had not regained compliance with the Rule. Accordingly, the Staff indicated that unless the Company requests a hearing panel (a "Panel") appeal of the delist determination by April 9, 2025, its securities would be delisted on April 11, 2025.

The Company intends to appeal Nasdaq's determination to a Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. Following the appeal request, the Company's Class A Common Stock will continue to trade on The Nasdaq Global Market under the symbol "TRUG".