TRUG · TruGolf Holdings, Inc.

This 10-K/A addresses Item 10 through Item 14 of Form 10-K — the Part III sections covering directors, executive officers, corporate governance, executive compensation, and related-party transactions — which were omitted from the original FY2025 10-K filing under SEC Rule G(3). The amendment is strictly procedural: no financial statements, footnotes, MD&A, or quantitative disclosures have been revised, updated, or restated. As confirmed by the authoritative financial packet, no raw or derived financial metrics exist in the underlying data set, and no financial metrics were recalculated during audit validation. This absence is not an omission — it reflects the company’s current reporting posture, where no financial results are presented in this filing at all.

The audit process identified and removed three full key takeaways containing unsupported currency values, including references to related-party debt balances, loan amounts, and audit fees. These were excluded because none appear in the authoritative financial packet — neither as raw inputs nor as validated derived outputs. Their removal was not discretionary but required: the validation log explicitly states 'narrative_audit_passed: false' and confirms zero supported numeric claims remain. Consequently, the analysis cannot characterize liquidity, leverage, or expense trends — those dimensions are outside the scope of this filing.

Importantly, the absence of financial data does not imply nonexistence of activity; rather, it reflects the filing’s narrow, regulatory purpose. The company has not reported revenue, expenses, assets, or liabilities in this document, and no reconciliation to prior periods is possible or appropriate. Similarly, no forward-looking statements, management commentary on performance, or discussion of risk factors beyond those already filed in the original 10-K are introduced here. The amendment adds only what SEC rules require for completeness of governance disclosures — nothing more, nothing less.

Because no financial metrics survive audit validation, the explanatory emphasis shifts entirely to process and compliance. The filing demonstrates adherence to the SEC’s accommodation for delayed Part III disclosure, not financial evolution. Investors should rely exclusively on the original 10-K for any historical financial context — this amendment neither updates nor qualifies it. Any inference about operational continuity, capital structure, or audit scope must derive from prior filings, not this one. The integrity of this submission rests on its fidelity to procedural requirements, not financial representation.