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 August 19, 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, based on the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company's stockholders' equity was ($10,508,104), and therefore, the Company was not in compliance with Nasdaq Global Market's Listing Rule 5450(b)(1)(A), which requires a $10,000,000 minimum stockholders' equity standard. The Notice has no immediate effect on the listing or trading of the Company's Class A common stock on The Nasdaq Global Market and the Class A common stock will continue to trade under the symbol "TRUG".

Pursuant to Nasdaq Marketplace Rule 5810(c)(2)(C), the Company has been provided 45 calendar days, or until November 18, 2024, to supply a specific plan to regain compliance with all Nasdaq Global Market listing requirements and the Company's time frame to complete its plan. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice, or until April 1, 2025, to evidence compliance. If the plan is not accepted, the Company will have the right to appeal and the Class A common stock would remain listed on The Nasdaq Global Market until the completion of the appeal process. To regain compliance, the Company must have stockholders' equity of at least $10 million.

The Company is currently evaluating various alternative courses of action to regain compliance, and the Company intends to submit a plan with Nasdaq before November 18, 2024 to maintain its Nasdaq listing. There can be no assurance that the Company will be able to regain compliance with the minimum stockholders' equity requirement or maintain compliance with the other listing requirements.