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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 10, 2026
TruGolf
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40970 |
|
85-3269086 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 60
North 1400 West, Centerville, Utah |
|
84014 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (801) 298-1997
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.0001 par
value per share |
|
TRUG |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.03 Material Modifications to Rights of Security Holders.
As
previously disclosed, on February 17, 2026, at TruGolf Holdings, Inc.’s
(the “Company”) annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved
a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State
of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada
Corporation”) by means of a plan of conversion (the “Plan of Conversion”) and adopted the resolutions of the board
of directors of the Company approving the Redomestication, as described in the Company’s definitive proxy statement on Schedule
14A for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on January 26, 2026 (the “Proxy
Statement”).
On
March 10, 2026, the Company filed (i) a certificate of conversion with the Secretary of State of the State of Delaware
and (ii) articles of conversion with the Nevada Secretary of State, pursuant to which the Redomestication of the Company from the
State of Delaware to the State of Nevada by conversion became effective on March 10, 2026 (the “Effective Time”). The Company
also filed new articles of incorporation with the Nevada Secretary of State (the “Nevada Charter”) and adopted
new bylaws (the “Nevada Bylaws”) in connection with the Redomestication.
At
or after the Effective Time:
| ● |
the Company’s domicile
changed from the State of Delaware to the State of Nevada; |
| |
|
| ● |
the internal affairs of
the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada;
and |
| |
|
| ● |
the Company ceased to be
governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became
governed by the Nevada Charter and the Nevada Bylaws. |
The
Redomestication will not result in any change in the business, jobs, management, properties, location of any of the Company’s offices
or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the
Redomestication). The Redomestication will not adversely affect any of the Company’s material contracts with any third parties,
and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations
of the Company after the Redomestication.
At
the Effective Time, each share of Class A Common Stock, par value $0.0001 per share (the “Delaware Class A Common Stock”),
each share of Class B Common Stock, par value $0.0001 per share (the “Delaware Class B Common Stock”), and each share of
Series A Preferred Stock, par value $0.0001 per share (the “Delaware Series A Preferred Stock”), issued and outstanding immediately
prior to the Effective Time was converted into one share of Class A Common Stock, par value $0.0001 per share (the “Nevada Class
A Common Stock”), one share of Class B Common Stock, par value $0.0001 per share (the “Nevada Class B Common Stock”),
and one share of Series A Preferred Stock, par value $0.0001 per share (the “Nevada Series A Preferred Stock”), respectively,
of the Nevada Corporation.
Stockholders
are not required to exchange their existing stock certificates for new stock certificates. As described in the Proxy Statement, certain
rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of
Conversion, the Nevada Charter, the Nevada Bylaws and the effects of the Redomestication is set forth in the Proxy Statement under the
“Redomestication Proposal,” which description is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
To
the extent required, the information set forth in Item 3.03 is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1 |
|
Plan of Conversion of TruGolf Holdings, Inc. |
| 3.1 |
|
Amended and Restated Articles of Incorporation of TruGolf Holdings, Inc. |
| 3.2 |
|
Bylaws of TruGolf Holdings, Inc. |
| 104 |
|
Cover Page Interactive Data File (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:
March 13, 2026 |
TRUGOLF HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Christopher
Jones |
| |
Name: |
Christopher Jones |
| |
Title: |
Chief Executive Officer |
