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    SEC Form 8-K/A filed by TruGolf Holdings Inc. (Amendment)

    4/17/24 5:00:26 PM ET
    $TRUG
    Recreational Games/Products/Toys
    Consumer Discretionary
    Get the next $TRUG alert in real time by email
    true 0001857086 0001857086 2024-04-17 2024-04-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K/A

    (Amendment No. 1)

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): April 17, 2024

     

    TruGolf Holdings, Inc.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-40970   85-3269086

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    60 North 1400 West Centerville, Utah   84014
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (801) 298-1997

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Class A Common Stock, $0.0001 par value per share   TRUG   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    This Amendment No. 1 to the Current Report on Form 8-K/A (the “Amendment”) is being filed with the Securities and Exchange Commission (“SEC”) to amend the Current Report filed by TruGolf Holdings, Inc. (the “Company”) on February 6, 2024 (the “Original 8-K”) and to provide certain additional information.

     

    The Company is filing this Amendment to, among other things, include:

     

    (a) the audited financial statements of TruGolf, Inc., a Delaware corporation, as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 as Exhibit 99.1;

     

    (b) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of TruGolf, Inc. as Exhibit 99.2; and

     

    (c) the unaudited pro forma condensed combined financial information of the Company as Exhibit 99.3.

     

    This Amendment does not amend any other item of the Original 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original 8-K.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (a) Financial statements of businesses or funds acquired.

     

    The financial statements of TruGolf, Inc. as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022, and the related notes thereto, are set forth in Exhibit 99.1 attached hereto and are incorporated by reference herein.

     

    (b) Pro forma financial information.

     

    The unaudited pro forma condensed combined financial information of the Company as of December 31, 2023, and for the year ended December 31, 2023 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.

     

    (d) Exhibits.

     

    Exhibit No.

     

    Description

       
    99.1   Audited financial statements of TruGolf, Inc., as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022.
       
    99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations of TruGolf, Inc.
       
    99.3   Unaudited pro forma condensed combined financial information of the Company.
         
    104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: April 17, 2024 TRUGOLF HOLDINGS, INC.
         
      By: /s/ Lindsay Jones
      Name:  Lindsay Jones
      Title: Chief Financial Officer

     

     

     

     

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