TruGolf Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TruGolf Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

January 26, 2026

Dear Fellow Stockholder:

On behalf of the Board of Directors (the “Board”) and management of TruGolf Holdings, Inc. (the “Company”), you are cordially invited to attend the Annual Meeting of Stockholders of the Company to be held online at https://www.cleartrustonline.com/trugolf, on February 9, 2026, at 10:00 a.m., Eastern Time (the “Annual Meeting”).

The attached Notice of the Annual Meeting (the “Notice”) and proxy statement (“Proxy Statement”) describe in greater detail all of the formal business that will be transacted at the Annual Meeting. There will not be a physical location for the Annual Meeting. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting https://www.cleartrustonline.com/trugolf. Directors and officers of the Company will be available at the Annual Meeting to respond to any questions that you may have regarding the business to be transacted.

The Company’s Board has determined that each of the proposals that will be presented to the stockholders for their consideration at the Annual Meeting are in the best interests of the Company and its stockholders, and unanimously recommends and urges you to vote “FOR” the proposals set forth in this Proxy Statement. If any other business is properly presented at the Annual Meeting, the proxies will be voted in accordance with the recommendations of the Company’s Board.

Shareholders of record at the close of business on January 20, 2026 are entitled to vote on the matters presented at the Annual Meeting.

We encourage you to attend the Annual Meeting online, but if you are unable to attend, it is important that you vote in advance via the Internet, by telephone, or sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. Your cooperation is appreciated since a majority of the common stock entitled to vote must be represented, either in person or by proxy, to constitute a quorum for the transaction of business at the Annual Meeting.

On behalf of the Board and all of the employees of the Company, we thank you for your continued support.

Sincerely,

/s/ Christopher Jones

Christopher Jones

Chief Executive Officer

Important Notice Regarding the Availability of Proxy Materials

for the Annual Stockholder Meeting to be Held on February 9, 2026:

Electronic Copies of the Proxy Statement and our 2025 Annual Report on Form 10-K are available at

https:// www.cleartrustonline.com/trugolf

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 9, 2026

NOTICE IS HEREBY GIVENthat a Annual Meeting of Stockholders (the “Annual Meeting”) of TruGolf Holdings, Inc. (the “Company”) will be held online at https://www.cleartrustonline.com/trugolf, on February 9, 2026, at 10:00 a.m., Eastern Time, for the following purposes:

**Proposal 1.**To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected (“Proposal 1”).

**Proposal 2.**To ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (“Proposal 2”).

Proposal 3. To approve the 2026 Equity Incentive Plan (“Proposal 3”).

**Proposal 4.**To approve the redomestication of the Company’s jurisdiction of incorporation from Delaware to Nevada (the “Redomestication”), including the terms, conditions and effect of such Redomestication (the “Proposal 4”).

**Proposal 5.**To approve the increase in the Company’s authorized shares of Class A common stock from 650,000,000 shares to 1,000,000,000 shares in connection with the Redomestication (the “Proposal 5”).

**Proposal 6.**To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s equity purchase facility agreement dated May 14, 2025 with SZOP Opportunities I LLC (“Proposal 6”).

**Proposal 7.**To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 2-6 (the “Proposal 7”).

Please refer to the proxy statement for the Annual Meeting (the “Proxy Statement”) for detailed information on the above proposals.

The Board of Directors (the “Board”) is not aware of any other business that will be presented for consideration at the Annual Meeting. If any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.

Only stockholders of record of the Company at the close of business on January 20, 2026 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at 60 North 1400, West Centerville, Utah 84014 for a period of ten days prior to the Annual Meeting. The list will also be available for the examination of any stockholder of record present at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.

By Order of the Board of Directors,

/s/ Christopher Jones

Christopher Jones

Chief Executive Officer

January 26, 2026

Important Notice Regarding the Availability of Proxy Materials

for the Annual Stockholder Meeting to be Held on February 9, 2026:

Electronic Copies of the Proxy Statement and our 2025 Annual Report on Form 10-K are available at

https:// www.cleartrustonline.com/trugolf

TABLE OF CONTENTS

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PROXY STATEMENT

GENERAL INFORMATION

For the Annual Meeting of Stockholders

To Be Held on February 9, 2026

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on February 9, 2026, at 10:00 a.m., Eastern Time, for the purposes set forth in the attached Notice of Annual Meeting of Stockholders (the “Notice”) and in this Proxy Statement. This Proxy Statement and the proxies solicited hereby are being first sent or delivered to stockholders of the Company on or about February 9, 2026.

As used in this Proxy Statement, the terms “Company,” “we,” “us,” “our” and “TruGolf” refer to TruGolf Holdings, Inc., and the terms “Board of Directors” and “Board” refers to the Board of Directors of the Company.