TruGolf Holdings, Inc.

PROPOSAL 3

SHARE INCREASE PROPOSAL

Our Board has approved, subject to stockholder approval, an amendment to our Charter to increase the number of authorized shares of Class A Common Stock from 90,000,000 to 650,000,000 and to make a corresponding change to the number of authorized shares of capital stock. The form of the proposed Certificate of Amendment effecting such increase in the number of authorized shares (the “Share Increase Amendment”) is attached to this Proxy Statement as Annex D.

We currently have a total of 110,000,000 shares of capital stock authorized under our Charter, consisting of (a) 100,000,000 shares of Common Stock, including (i) 90,000,000 shares of Class A Common Stock and (ii) 10,000,000 shares of Class B Common Stock, and (b) 10,000,000 shares of preferred stock. If the Share Increase Proposal is approved by our stockholders, our Board will be authorized, in its discretion, to file the Share Increase Amendment with the office of the Secretary of State of the State of Delaware, which would have the effect of increasing the number of authorized shares of Common Stock from 100,000,000 to 660,000,000 and increasing the number of authorized shares of all classes of stock from 110,000,000 to 670,000,000. The number of shares of authorized preferred stock would remain unchanged.

Background and Purpose of the Proposal

Our Board has determined that it would be in the Company’s best interests and in the best interests of our stockholders to increase the number of authorized shares of Class A Common Stock in order to provide the Company with the ability to issue chase of Class A common Stock upon the conversion of the Series A Preferred Stock, without the need to obtain additional stockholder approvals. Each additional authorized share of Common Stock would have the same rights and privileges as each share of currently authorized Class A Common Stock.

On April 22, 2025, the Company entered into the Exchange Agreements, pursuant to which each such Holder would exchange. For additional detail regarding the Exchange Agreement, see section entitled “Proposal 1: The Nasdaq Proposal – Exchange Agreement”.

We currently do not have a sufficient number of authorized shares of Class A Stock to meet the Required Reserve Amount following the approval of Proposal 1 hereto. Accordingly, we must hold a special meeting of stockholders to increase the number of authorized shares of Class A Common Stock in order to meet the Required Reserve Amount. The Share Increase Amendment is intended to fulfill this obligation. In addition, if we are unable to make dividend or amortization payments on the Series A Preferred Stock in shares of our Common Stock because we do not have sufficient number of authorized shares of Class A Common Stock, we will have to satisfy such payment obligations by means of cash redemption payments to the holders of Series A Preferred Stock.

Further, the Board believes that unless we obtain stockholder approval to amend the Charter to increase the number of authorized shares of Class A Common Stock, we will be severely limited by the inability to issue additional shares pursuant to awards under our equity incentive plan or in connection with future capital raising transactions or strategic transactions. This may cause a delay in our future capital raising or other strategic transactions and may have a material adverse effect on our business and financial condition.

Consequences of Not Approving this Proposal

If this proposal is not approved by our stockholders, we may not have enough shares to allow for the conversion of the Series A Preferred Stock or upon exercise of the Preferred Warrants in the form of the applicable shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock (“Conversion Shares”). If we are prevented from issuing the applicable Conversion Shares upon conversion of the Series A Preferred Stock by the holder thereof, a Triggering Event will occur and the Dividend Rate in effect shall automatically be increased to the Default Rate of (i) 15% per annum for Dividends paid in cash, and (ii) 18% per annum for conversions of Dividends into shares of Common Stock.

Additionally, if this proposal is not approved by our stockholders, our financing alternatives will be limited by the lack of any available unissued and unreserved authorized shares of Common Stock, and stockholder value may be harmed by this limitation. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled employees, and if this proposal is not approved by our stockholders, the lack of any available unissued and unreserved authorized shares of Common Stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

Further, unless we obtain approval for this proposal, we will be required to incur additional costs in order to hold additional stockholder meetings to seek such approval.

Rights of Additional Authorized Shares

If and when issued, the additional Class A Common Stock to be authorized by adoption of the Share Increase Amendment would have rights and privileges identical to our currently outstanding Class A Common Stock. Those rights do not include preemptive rights with respect to the future issuance of any additional shares of Class A Common Stock.

Potential Adverse Effects of Increase in Authorized Common Stock

The authorization of additional shares of Class A Common Stock sought by this proposal would not have any immediate dilutive effect upon the proportionate voting power or rights of our existing stockholders; however, to the extent that the additional authorized shares of Class A Common Stock are issued in the future, including in connection with issuances pursuant to the Certificate of Designations and the Preferred Warrants and future capital raising transactions or strategic transactions, such issuance may decrease existing stockholders’ percentage equity ownership and, depending upon the effective conversion price of the Series A Preferred Stock or exercise price of the Preferred Warrants, as the case may be, or the price of which they are issued, could be dilutive to existing stockholders and have a negative effect upon the market price of the Class A Common Stock. Our stockholders do not have preemptive rights, which means they do not have the right to purchase shares in any future issuance of Class A Common Stock in order to maintain their proportionate ownership of Class A Common Stock.

Anti-Takeover Effects

The increased proportion of unissued authorized shares, compared to issued shares could, under certain circumstances, have an anti-takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board or contemplating a tender offer or other transaction for our combination with another company). However, the Share Increase Amendment is not being proposed in response to any effort of which we are aware to accumulate shares of our Class A Common Stock or obtain control of our Company, nor is it part of a plan by management to recommend a series of similar amendments to our Board and stockholders.

Timing of Proposed Amendment

If this proposal is approved by the stockholders, the Board will have the authority to file the Share Increase Amendment with the office of the Secretary of State of Delaware to implement the increase in the authorized number of shares of Class A Common Stock and corresponding change to the number of authorized shares of capital stock. The actual timing for implementation of the Share Increase Amendment would be determined by the Board based upon its evaluation as to when such action would be most advantageous to the Company and its stockholders. Notwithstanding approval of this proposal by our stockholders, the Board will have the sole authority to elect whether or not and when to amend the Charter to effect the Share Increase Amendment. If the Board should decide to file the Share Increase Amendment with the office of the Secretary of State of Delaware, the Share Increase Amendment would become effective on the date it is filed.

Interests of Certain Persons

When you consider our Board’s recommendation to vote in favor of this proposal, you should be aware that our directors and executive officers and existing stockholders may have interests that may be different from, or in addition to, the interests of other of our stockholders.

Because it is anticipated that our directors and executive officers will be granted additional equity awards under our 2024 Equity Incentive Plan, or another plan we adopt in the future, they may be deemed to have an indirect interest in the Share Increase Amendment.

The approval of Proposal 3 requires the affirmative vote of a majority of the voting power of the votes cast (in person or by proxy) at the Special Meeting. Broker non-votes and abstentions will not be taken into account in determining the outcome of the proposal.THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR, THE SHARE INCREASE AMENDMENT.