TruGolf Holdings, Inc.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as previously reported by us on our Current Report on Form 8-K, during the period covered by this Quarterly Report on Form 10-Q, the Company did not sell any unregistered securities.

On July 21, 2025, in connection with the Exchange Agreements, the Company issued an aggregate of 3,938 shares of Series A Convertible Preferred Stock to PIPE Convertible Note holders for the exchange of PIPE Convertible Notes with an aggregate principal amount of $3,938,311 (representing 100% of the remaining PIPE Convertible Notes).

On July 21, 2025, the Company issued 5,555 shares of Series A Convertible Preferred Stock for the exercise of Series A Preferred Warrants and cash proceeds of $5 million.

During the three months ended September 30, 2025, the Company issued an aggregate of 505,434 shares of Class A Common Stock with a fair value of $6.31 per share for the conversion of 3,189 shares of Series A Convertible Preferred Stock.

During the three months ended September 30, 2025, the Company issued an aggregate of 578,468 shares of Class A Common Stock with fair values ranging from $3.50 - $5.36 per share to Series A Convertible Preferred Share holders in lieu of cash for unpaid dividends.

The transactions described above were undertaken in reliance upon exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.