UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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EXPLANATORY NOTE
The Company is filing this Amendment to, among other things, include:
(a) the audited financial statements of TruGolf, Inc., a Delaware corporation, as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 as Exhibit 99.1;
(b) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of TruGolf, Inc. as Exhibit 99.2; and
(c) the unaudited pro forma condensed combined financial information of the Company as Exhibit 99.3.
This Amendment does not amend any other item of the Original 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses or funds acquired.
The financial statements of TruGolf, Inc. as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022, and the related notes thereto, are set forth in Exhibit 99.1 attached hereto and are incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company as of December 31, 2023, and for the year ended December 31, 2023 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Audited financial statements of TruGolf, Inc., as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of TruGolf, Inc. | |
| 99.3 | Unaudited pro forma condensed combined financial information of the Company. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 17, 2024 | TRUGOLF HOLDINGS, INC. | |
| By: | /s/ Lindsay Jones | |
| Name: | Lindsay Jones | |
| Title: | Chief Financial Officer | |