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.

During the three months ended June 30, 2025, the Company issued an aggregate of 225,970 shares of Class A common stock with a fair value ranging from $8.80 - $50.00 per share pursuant to the conversion of $1,558,000 in principal and $1,082,194 in make whole interest related to the conversion of PIPE Convertible Notes and approximately $1,300,000 in principal related to the conversion of dividend notes payable.

During the three months ended June 30, 2025, the Company issued an aggregate of 165,663 shares of Class B common stock with a fair value of $33.00 per share pursuant to the conversion of approximately $2,600,000 in principal related to the conversion of dividend nots payable.

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

On April 22, 2025, the Company issued 1,885 shares of its Series A Preferred Stock, and Series A Preferred Warrants to purchase 37,033 shares of Series A Preferred Stock in connection with a bundled transaction involving the future settlement of outstanding PIPE Convertible Notes, and no cash proceeds were received by the Company. The Series A Preferred Stock and Series A Preferred Warrants were issued in reliance on the exemption from registration by Section 3(a)(9) of the Securities Act.