UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 18, 2025

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. ☐

Item 2.02. Results of Operations and Financial Condition

On February 18, 2025, TruGolf Holdings, Inc. (the “Company”) issued a press release announcing information regarding its results of operations for the year ended December 31, 2024, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K (“Current Report”) and Exhibit 99.1 attached hereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference. The furnishing of information in this Current Report (including Exhibit 99.1) is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any securities of the Company or its affiliates.

Item 7.01. Regulation FD Disclosure

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being “furnished” as part of this Current Report on Form 8-K:

Exhibit		Description

99.1		Press Release dated February 18, 2025.
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: February 18, 2025	TRUGOLF HOLDINGS, INC.

	By:	/s/ Brenner Adams
	Name:	Brenner Adams
	Title:	Chief Growth Officer

Exhibit 99.1

TruGolf 2024 Guidance Update

Record Sales in 2024

Significantly Exceeds Second Half EBITDA Target

Salt Lake City, Utah, February 18, 2025 - TruGolf Holdings, Inc. (NASDAQ: TRUG), a leading golf technology company, announced today an update to its previously issued guidance targets. In November the Company announced it expected sales growth for 2024 to be between 9% and 13%; with second half 2024 EBITDA in a range between $1.1 million to $1.5 million. Based on TruGolf’s unaudited fourth quarter results, the Company expects 2024 sales to be approximately $22.5 million, a new record and that second half 2024 EBITDA is expected to be in excess of $2.2 million, significantly more than the target range. Full year 2024 EBITDA is expected to be in excess of $1.2 million.

Chief Executive Officer and Director Chris Jones said, “We are very pleased with the growing sales momentum for our upgraded and industry leading golf simulators. Second half demand was so strong for some products that we simply ran out of inventory. In response, we have taken actions to adjust for the robust market adoption so that we can better deliver products during this dynamic growth period for TruGolf. Interest in our franchise concept remains high and we anticipate announcing contracts for additional franchises in the United States throughout 2025. We expect the first franchise locations to open before the end of the year, with associated delivery of TruGolf simulators in the first half of 2025.”

Growth in the 2nd half was attributable to the launch of new games for TruGolf’s Multisport Arcade including Hoops, Quarterback, Cornhole, and an update to the ever popular Wild West Shootout pushing sales of both Arcade software and hardware worldwide. Another primary driver was the launch of E6 APEX Course play with over 1,200 courses from around the world in 4K visual splendor, more than any company in the industry, with exclusive benefits for TruGolf’s APOGEE Launch Monitor customers fueling both hardware and software sales growth. This APEX release also included an integration with IBM watsonx.ai.

TruGolf expects to issue its fourth quarter and full year 2024 results in late March 2025, on schedule with requirements for emerging growth companies as defined in the Jumpstart of Businesses Startup Act of 2012.

Disclaimer on Forward Looking Statements

This news release contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements that are not of historical fact constitute “forward-looking statements” and accordingly, involve estimates, assumptions, forecasts, judgements and uncertainties. Forward-looking statements include, without limitation, the Company’s forecasts for total sales and EBITDA discussed above. There are a number of factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. Such factors are detailed in the Forward Looking Statements and Risk Factors sections of the Company’s S-1 filed with the Securities and Exchange Commission. We do not undertake an obligation to update our forward-looking statements to reflect future events.

About TruGolf, Inc.:

TruGolf is a golf technology company, committed to making golf, easy. From innovative uses for AI to build content and enhanced image and spatial analysis, to gamified golf improvement plans, TruGolf is an industry leader in the growing technological revolution in the sport of golf. Since TruGolf’s founding it has redefined what is possible with golf through technology. TruGolf’s suite of Hardware, Software, and Web Products make the game easier to Play, Improve and Enjoy.

Contact:	Michael Bacal
	[email protected]
	917-886-9071