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 |