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.

On November 5, 2024, TruGolf Holdings, Inc. (the "Company") received a written notification from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") notifying the Company that, for the 30 consecutive business days ended November 4, 2024, the Company's security did not maintain a minimum bid price of $1 per share. Nasdaq stated in its letter that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days from the date of the notice ("Compliance Period"), and that it may regain compliance if the closing bid of the Company's security is at least $1 for a minimum of ten consecutive business days during the Compliance Period, which will end on May 5, 2025. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration of the Compliance Period, in order to regain compliance.

On November 5, 2024, the Company received an additional written notice from Staff notifying the Company that, for the 30 consecutive business days ended August 8, 2024, the Company's market value of publicly held securities ("MVPHS") closed below the $15,000,000 MVPHS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)C) (the "MVPHS Rule"). Nasdaq stated in its letter that in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days from the date of the notice, and it may regain compliance if at any time during the Compliance Period the MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days.

The notifications from Nasdaq do not impact the listing of the Company's common stock at this time.

The Company intends to actively monitor the Company's bid price and MVPHS during the Compliance Period and intends to take all reasonable measures available to regain compliance with the requirements for continued listing on the Nasdaq Global Market. If the Company does not regain compliance with the continued listing requirements for the minimum bid price or the MVPHS by the end of the Compliance Period, the Nasdaq Staff will provide the Company with written notification that the Company's common stock is subject to delisting from the Nasdaq Global Market. Alternatively, Nasdaq Marketplace Rules may permit the Company to transfer the Company's common stock to the Nasdaq Capital Market prior to the Compliance Date, if the Company's common stock satisfies the criteria for continued listing on such market. While the Company plans to make diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing standards set forth in the Nasdaq Listing Rules.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K (the "Current Report") are "forward-looking statements" that are subject to substantial risks and uncertainties. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this Current Report may be identified by the use of words such as "anticipate," "expect," "believe," "will," "may," "should," "estimate," "project," "outlook," "forecast" or other similar words and include, without limitation, statements regarding the Company's ability to regain compliance with the minimum bid price rule or MVPHS Requirement for the Nasdaq Global Market; the Company's intent to monitor its bid price and MVPHS and intention to take all reasonable measures available to the Company to regain compliance with requirements for continued listing on the Nasdaq Global Market; or the Company's success in changing the listing to the Nasdaq Capital Market.

Forward-looking statements are based on the Company's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ include, but are not limited to, the Company's ability to regain compliance with the minimum bid price and MVPHS Requirement; and the other important factors outlined under the caption "Risk Factors" in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), the latest Form 10-Q filed with the, as such factors may be updated from time to time in its other filings with the SEC. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.