What changed in this filing

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Item 1. Financial Statements

2024-08-21 compared with 2024-08-14 · 409 added, 344 removed, 1436 unchanged (34% of the section changed)

2 unchanged sentences

to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Shareholder’s Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Stockh older ’s Deficit for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2024 and 2023 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

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Customer deposits

Deferred revenue

Notes payable, current portion

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Total liabilities and stockholders’ deficit

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

accompanying notes are an integral part of these unaudited condensed financial statements.

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

the Three and Six Months Ended June 30,

For the Three Months Ended

For the Six Months Ended

Revenues, net

6 unchanged sentences

( 1,728,726 )

( 4,493,945 )

Other (expenses) income:

1 unchanged sentence

Interest expense

( 1,205,762 )

Loss on investment

Total other expense

( 1,142,466 )

Loss from operations before income taxes

1 unchanged sentence

( 2,871,192 )

( 5,351,021 )

Provision for income taxes

1 unchanged sentence

$ ( 2,871,192 )

$ ( 5,351,021 )

Basic and diluted net loss per share attributable to common stockholders

1 unchanged sentence

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OTHER

COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31,

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME

THE THREE and SIX MONTHS ENDED JUNE 30,

For the Three Months Ended

For the Six Months Ended

$ ( 1,569,329 )

( 2,871,192 )

$ ( 5,351,021 )

Other comprehensive income:

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( 2,869,530 )

$ ( 5,384,280 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

THE THREE and SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Preferred Stock

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Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Comprehensive

Stockholders’

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$ ( 3,917,728 )

Issuance of common stock for services

Unrealized gain in fair value of short term investments

Realized gain in fair value of short term investments

Common stock exchanged in Merger

( 3,854,573 )

( 3,854,693 )

Common stock Series A exchanged and issued in Merger

Common stock Series B issued in Merger

( 1,301,864 )

Balance, March 31, 2024

2 unchanged sentences

$ ( 9,072,623 )

Balance, December 31, 2023

Revaluation of costs of Merger

( 1,569,329 )

Balance, June 30, 2024

$ ( 2,037,000 )

1 unchanged sentence

$ ( 10,508,104 )

Balance, December 31, 2022

$ ( 2,037,000 )

Realized gain in fair value of short term investments

Common stock exchanged in Merger

$ ( 2,075,815 )

$ ( 3,430,759 )

Common stock Series A exchanged and issued in Merger

Common stock Series B issued in Merger

Issuance of common stock for services

Unrealized gain in fair value of short term investments

( 5,351,178 )

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( 4,276,690 )

Unrealized gain in fair value of short term investments

Balance, June 30, 2023

$ ( 2,037,000 )

$ ( 7,426,836 )

$ ( 4,321,706 )

$ ( 2,037,000 )

$ ( 7,426,836 )

$ ( 4,321,706 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

the Three Months Ended March 31,

THE SIX MONTHS ENDED JUNE 30, 2024 and 2023

Cash flows from operating activities:

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Amortization of right-of-use asset

Fair value of warrants in excess of fair value of debt

Expenses paid by DMAC post Merger

Bad debt expense

3 unchanged sentences

Accounts receivable, net

( 1,165,029 )

Inventory, net

5 unchanged sentences

Customer deposits

Deferred revenue

Accrued interest

Accrued and other current liabilities

Other liabilities

Lease liability

3 unchanged sentences

Purchase of property and equipment

Capitalized software development costs

( 1,433,438 )

Reduction in long term assets

2 unchanged sentences

( 1,433,513 )

( 2,481,234 )

Cash flows from financing activities:

Proceeds from line of credit

Repayments of liabilities assumed in the Merger

Proceeds from notes payable

Repayments of notes payable

Repayments of notes payable - related party

Payments on assumed liabilities in Merger

Proceeds from convertible notes

PIPE loan, net of OID discount

3 unchanged sentences

Repayment of line of credit

( 1,980,937 )

Increase in other liabilities

Dividends paid

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$ ( 1,875,724 )

Right of Use Asset in exchange for lease liability

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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1 - Business Organization and Nature of Operations

ORGANIZATION AND NATURE OF OPERATIONS

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

January 31, 2024 we completed the previously announced business combination pursuant to the terms of the Business Combination Agreement,

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as a consequence of the merger (together with the other transactions contemplated by the Business Combination Agreement).

In connection with the consummation of the Business Combination, DMAQ changed its name to TruGolf Holdings, Inc.

TruGolf Holdings, Inc.’s

Class A common stock commenced trading on The Nasdaq Capital Market LLC under the ticker symbol “TRUG” on February 1, 2024.

In connection

with the consummation of the Business Combination, DMAQ changed its name to TruGolf Holdings, Inc.

TruGolf Holdings, Inc.’s Class

A common stock commenced trading on The Nasdaq Capital Market LLC under the ticker symbol “TRUG” on February 1, 2024.

Holdings, Inc.

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has elected to comply with certain reduced public company reporting requirements.

On May 10, 2024 the Company formed a wholly owned subsidiary in the state of Delaware.

TruGolf Links Franchising,

LLC (“Links”) has a sole member, TruGolf Holdings, Inc.

Links was formed to establish and sell franchises that would use the

Company’s Simulators and other equipment.

A region consists of approximately 1,000,000 people in population, and the franchisee

may sell up to ten (10) franchises within the region.

The purchase price per region is $ 75,000 to $ 100,000 paid up front.

BUSINESS COMBINATION AND PURCHASE PRICE ALLOCATION

January 31, 2024, the Company issued a press release announcing that on January 31, 2024, it consummated the business combination (the

“Closing”) contemplated by the previously announced Amended and Restated Agreement and Plan of Merger, dated as of July 21,

2023 (as amended, the “Merger Agreement”), by and among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned

subsidiary of the Company (“Merger Sub”), Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity

as the Purchaser Representative thereunder, Christopher Jones, in the capacity as the Seller Representative thereunder, and TruGolf,

Inc., a Nevada corporation (“TruGolf”).

As a result of the Closing and the transactions contemplated by the Merger Agreement,

(i) Merger Sub merged with and into TruGolf (the “Merger”), with TruGolf surviving the Merger as a wholly-owned subsidiary

of the Company, and (ii) the Company’s name was changed from Deep Medicine Acquisition Corp.

to TruGolf Holdings, Inc.

The Company’s

Class A common stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024.

January 31, 2024 the Company consummated the business combination (the “Closing”) contemplated by the previously announced

Amended and Restated Agreement and Plan of Merger, dated as of July 21, 2023 (as amended, the “Merger Agreement”), by and

among the Company, DMAC Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),

Bright Vision Sponsor LLC, a Delaware limited liability company, in the capacity as the Purchaser Representative thereunder, Christopher

Jones, in the capacity as the Seller Representative thereunder, and TruGolf, Inc., a Nevada corporation (“TruGolf”).

result of the Closing and the transactions contemplated by the Merger Agreement, (i) Merger Sub merged with and into TruGolf (the “Merger”),

with TruGolf surviving the Merger as a wholly-owned subsidiary of the Company, and (ii) the Company’s name was changed from Deep

Medicine Acquisition Corp.

(“DMAQ”) to TruGolf Holdings, Inc.

The Company’s Class A common stock commenced trading

on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024.

for the Business Combination

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of DMAQ, accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill

or other intangible assets recorded, and operations prior to the Business Combination will be those of TruGolf Nevada.

TruGolf Nevada

has been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts

The net assets of DMAQ and TruGolf Nevada were stated at historical cost, with no goodwill

or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

TruGolf Nevada has

been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts

and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

TruGolf Nevada stockholders have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

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Ordinary shares, par value $0.01 per share

Ordinary shares, par value $ 0.01 per share

Exchange Ratio

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of New TruGolf Class B common stock.

purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values.

The fair values of the current

assets acquired and current liabilities assumed in the Merger were determined to approximate carrying value due to their short-term nature.

purchase price for the Merger was allocated to the net assets acquired on the basis of historical costs with no goodwill or other intangible

assets recorded.

The following summarizes the allocation of the purchase price to net assets acquired in the Merger:

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stock (the “Series B Warrants,” and collectively with the Series A Warrants, the “PIPE Warrants”) (the “PIPE

Purchase Agreement contemplates funding of the investment (the “Investment”) across multiple tranches.

Purchase Agreement contemplated the funding of the investment (the “Investment”) across multiple tranches.

At the first closing

(the “Initial Closing”) an aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes will be issued upon the satisfaction

(the “Initial Closing”) an aggregate principal amount of $ 4,650,000 of PIPE Convertible Notes were issued upon the satisfaction

of certain customary closing conditions in exchange for aggregate gross proceeds of $ 4,185,000 , representing an original issue discount

On such date (the “Initial Closing Date”), TruGolf Holdings will also issue the PIPE Investors the Series A Warrants

On such date (the “Initial Closing Date”), TruGolf Holdings also issued the PIPE Investors the Series A Warrants

and the Series B Warrants.

of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting

of June 30, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,650,000 and an original issue discount of $ 465,000 resulting

in the net balance of $ 4,185,000 .

The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense

relating to the OID of $ 947 .

As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended

March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company.

For the six months ended June 30, 2024 the Company recorded interest expense on the PIPE Convertible

Notes of $ 152,645 , and interest expense relating to the amortization of the OID of $ 2,401 .

The Company did not timely file the quarterly

report on Form 10-Q for the period ended March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been

received by the Company.

to satisfying the conditions discussed below, TruGolf Holdings, Inc.

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3 – Summary of Significant Accounting Policies

OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation - Unaudited Interim Financial Information

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financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Registration

Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024 and in Form 8-K/A as filed with the SEC on April

Statement on Form S-1 and its amendments as filed with the SEC on February 14, 2024, in Form 8-K/A as filed with the SEC on April 17,

2024 and in Form 10-Q March 31, 2024 as filed with the SEC on August 14, 2024.

of Presentation – Accounting for the Business Combination

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In accordance with this

method of accounting, the Business Combination has been treated as the equivalent of TruGolf Nevada issuing shares for the net assets

of DMAQ, accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill

or other intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

TruGolf Nevada has

been determined to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts

and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

method of accounting, the Business Combination was treated as the equivalent of TruGolf Nevada issuing shares for the net assets of DMAQ,

accompanied by a recapitalization.

The net assets of DMAQ and TruGolf Nevada were stated at historical cost, with no goodwill or other

intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

TruGolf Nevada has been determined

to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

TruGolf Nevada stockholders have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

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less when purchased.

of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 7,825,967 and $ 5,394,564 , respectively.

of June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents consisted of $ 6,651,272 and $ 5,397,564 , respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess

2 unchanged sentences

institutions.

At March 31, 2024 and December 31, 2023, the uninsured balances amounted to $ 6,742,396 and $ 4,251,124 respectively.

At June 30, 2024 and December 31, 2023 the uninsured balances amounted to $ 5,238,762 and $ 4,251,124 respectively.

Investment Securities

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The Company designates investments in debt securities as available-for-sale.

Available-for-sale debt securities with original

maturities of three months or less from the date of purchase are classified within cash and cash equivalents.

Available-for-sale debt

securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income

(loss), a component of stockholders’ equity, net of tax.

Realized gains and losses on the sale of marketable securities are determined

using the average cost method on a first-in, first-out basis and recorded in total other income (expense), net in the statements of operations

and comprehensive loss.

The Company sold and liquidated its marketable securities during the three months ended March 31, 2024 resulting

in a $ 0 balance as of that date.

Available-for-sale debt securities with

original maturities of three months or less from the date of purchase are classified within cash and cash equivalents.

Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated

other comprehensive income (loss), a component of stockholders’ equity, net of tax.

Realized gains and losses on the sale of

marketable securities are determined using the average cost method on a first-in, first-out basis and recorded in total other income

(expense), net in the statements of operations and comprehensive loss.

The Company sold and liquidated most of its marketable

securities during the six months ended June 30, 2024 resulting in a balance of $ 10,114

as of that date and is included with cash and cash equivalents.

Receivable, net

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Our allowance is estimated using a loss rate model based on delinquency.

The estimated loss rate is based on our

historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable

forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data.

We believe our credit risk is

somewhat mitigated by our geographically diverse customer base and our credit evaluation procedures.

The actual rate of future

credit losses, however, may not be similar to past experience.

Our estimate of doubtful accounts could change based on changing

circumstances, including changes in the economy or in the particular circumstances of individual customers.

Accordingly, we may be

required to increase or decrease our allowance for doubtful accounts.

Based on management’s evaluation, there is a balance in

the allowance for doubtful accounts of $ 1,395,688 and $ 1,227,135

as of March 31, 2024 and December 31, 2023, respectively

The estimated loss rate is based on our historical

experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and

our own judgment as to the likelihood of ultimate payment based upon available data.

We believe our credit risk is somewhat mitigated

by our geographically diverse customer base and our credit evaluation procedures.

The actual rate of future credit losses, however, may

not be similar to past experience.

Our estimate of doubtful accounts could change based on changing circumstances, including changes

in the economy or in the particular circumstances of individual customers.

Accordingly, we may be required to increase or decrease our

allowance for doubtful accounts.

Based on management’s evaluation, there is a balance in the allowance for doubtful accounts of

$ 1,227,136 as of June 30, 2024 and December 31, 2023.

of our inventory consists of raw materials and are valued at the lower of historic cost or net realizable value;

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write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts.

As of March 31, 2024 and

As of June 30, 2024 and

December 31, 2023, the Company had $ 448,360 and $ 429,050 , respectively, reserved for obsolete inventory.

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periodically evaluate the appropriateness of remaining depreciable lives assigned to property and equipment.

Depreciation expense for

the three months ended March 31, 2024 and 2023 was $ 14,317 and $ 13,756 , respectively.

Generally, we assign the following estimated useful

lives to these categories:

SCHEDULE OF ESTIMATED USEFUL LIFE

Generally, we assign the

following estimated useful lives to these categories:

OF ESTIMATED USEFUL LIVES

and computer equipment

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estimates related to the timing and amount of recognized capitalized software development costs.

For the three months ended March 31,

For the six months ended June 30, 2024

we capitalized $ 1,433,438 of costs related to the development of software applications.

Amortization of capitalized software costs

was $ 18,463 for the for the three months ended March 31, 2024.

The balance of capitalized software was $ 313,889 net of accumulated amortization

of $ 18,463 at March 31, 2024.

The total balance of the capitalized software line item on the balance sheet is $ 363,889 , which includes

a prior balance of $ 50,000 .

Amortization of capitalized software costs was

$ 137,916 for the for the six months ended June 30, 2024.

of Long-lived Assets

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of revenue includes direct materials, labor, manufacturing overhead costs and reserves for estimated warranty cost (excluding depreciation).

Cost of revenue also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable

Cost of revenues also includes charges to write down the carrying value of the inventory when it exceeds its estimated net realizable

value and to provide for on-hand inventories that are either obsolete or in excess of forecasted demand.

As a result of the introduction

of the new simulator products in late 2022 and the sunsetting of older hardware models, in 2023, management reviewed the inventory.

the three months ended March 31, 2024 and 2023, the Company recorded $ 171,502 in inventory write-down and $ 538,427 reduction to cost

of the new simulator products in late 2022 and the sunsetting of older hardware models, management consistently reviews the inventory.

During the six months ended June 30, 2024 and 2023, the Company recorded $ 239,583 in inventory write-down and $ 232,119 reduction to cost

of revenue, respectively.

1 unchanged sentence

percentages range between 20 % and 30 %.

Royalty expense for the three months ended March 31, 2024 and 2023 was $ 329,888 and $ 215,632 ,

respectively.

Royalty expense for the six months ended June 30, 2024 and 2023 was $ 553,038 and $ 316,756 , respectively.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

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or liabilities prior to January 31, 2024.

Company has no tax positions as of March 31, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for

Company has no tax positions as of June 30, 2024 and December 31, 2023 for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the years ending March 31, 2024 and December 31, 2023, the Company recognized no interest and penalties.

For the six months ending June 30, 2024 and the year ending December 31, 2023, the Company recognized no interest and penalties.

Earnings (Loss) Per Share

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The computation of basic and diluted income

(loss) per share for the three months ended March 31, 2024 and December 31, 2023 excludes potentially dilutive securities when their

inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price during the period.

dilutive shares as of March 31, 2024 were 436,364 warrants to purchase common stock – Series A and 480,000 warrants to purchase

common stock – Series B.

(loss) per share for the six months ended June 30, 2024 and 2023 excludes potentially dilutive securities when their inclusion would

be anti-dilutive, or if their exercise prices were greater than the average market price during the period.

potential dilutive shares as of June 30, 2024 consisted of the following:

OF POTENTIAL DILUTIVE SHARES

PIPE Convertible Notes (assumes full funding of $ 15,500,000 )

Common stock – Series A warrants (assumes full funding of $ 15,500,000 )

Common stock – Series B warrants (assumes full funding of $ 15,500,000 )

Earnout shares – Earned in three Tranches over three years (assumes achievement of revenue and VWAP targets)

Underwriter warrants to I-Bankers convertible at $ 12.00 /common share

Total dilutive

Accounting Pronouncements

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We maintain reserves for potential

There were no customers that accounted for more than 10.0 % of our revenues for the three months ended March 31, 2024 and 2023.

There were no customers that accounted for more than 10.0 % of our revenues for the six months ended June 30, 2024 and 2023.

purchase a significant amount of parts we consume in manufacturing our simulators from nationally known original equipment manufacturers,

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on quoted prices terms.

During the three months ended March 31, 2024, we purchased approximately 50.4 % of our assembly parts from six

manufacturers.

We believe that while there are alternative suppliers, for the parts and equipment, we purchase in each of the principal

product categories, termination of one or more of our relationships with any of our major suppliers of equipment could have a material

adverse effect on our business.

We purchase in the normal course of business approximately 50% of our assembly parts from six to eight manufacturers.

We believe that while there are alternative suppliers, for the parts and equipment, we purchase in each of the principal product categories,

termination of one or more of our relationships with any of our major suppliers of equipment could have a material adverse effect on

our business.

fair value of the warrants is estimated on the date of issuance using the Black-Scholes option pricing model, which requires the input

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ACCOUNTS RECEIVABLE, NET

receivable and allowance for doubtful accounts consisted of the following as of March 31, 2024 and December 31, 2023:

receivable and allowance for doubtful accounts consisted of the following as of June 30, 2024 and December 31, 2023:

OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

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receivable are primarily made up of trade receivables due from customers in the ordinary course of business.

Four customers accounted

for more than 50.2 % and 51.5 % of the balance of accounts receivable as of March 31, 2024 and December 31, 2023, respectively.

In our normal course of

business we have four customers that accounted for approximately 50 % of our balance of accounts receivable as of June 30, 2024 and December

31, 2023, respectively.

INVENTORY, NET

following summarizes inventory as of March 31, 2024 and December 31, 2023:

following summarizes inventory as of June 30, 2024 and December 31, 2023:

Inventory – raw materials

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The Company terminated the brokerage

agreement during the three months ended March 31, 2024, liquidated all its investments and has no amount on its balance sheet.

December 31, 2023, the marketable securities consisted of the following:

agreement during the six months ended June 30, 2024, liquidated the vast majority of its investments and has $ 10,114 on its balance sheet

as of June 30, 2024.

As of December 31, 2023, the marketable securities consisted of the following:

OF MARKETABLE SECURITIES

Corporate fixed income securities, weighted average yield and maturity

of 5.39 % and 2.38 years, respectively

Government securities, weighted average yield and maturity of 4.91 %

and 3.25 years, respectively

Corporate fixed income securities, weighted average yield and maturity of 5.39 % and 2.38 years, respectively

Government securities, weighted average yield and maturity of 4.91 % and 3.25 years, respectively

Total short-term investments

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recorded against an allowance for credit losses with an offsetting entry to interest and other expense, net on the statement of operations.

As of March 31, 2024, the Company had no short-term investments.

In March 2024, we traded out of our short-term investments and paid

off the margin line of credit account.

As of June 30, 2024, the Company had $ 10,114 of short-term investments in cash and cash equivalents remaining.

OTHER LONG-TERM ASSETS

following summarizes other long-term assets as of March 31, 2024 and December 31, 2023:

(there were long-term assets as of December 31,

following summarizes other long-term assets as of June 30, 2024 and December 31, 2023:

OF OTHER LONG TERM ASSETS

Other long-term assets

Security deposit – Ethos Management loan

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all the funds disbursed by Ethos and Ethos must release the deposit collateral, which offsets in part the loan payable of $ 2,383,059

(Note 10.) and accrued interest of $ 81,560 as of March 31, 2024.

February 2024, we entered into an agreement with Franchise Well, LLC, a franchising consultancy firm, to accelerate our global expansion

through a regional developer franchise model.

This relationship is pivotal for TruGolf as the power of franchising will amplify our global

presence and cater to the growing demand for off-course golf experiences

March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license

the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor.

The agreement

gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets.

(Note 10.) and accrued interest of $ 81,560 as of June 30, 2024.

PROPERTY AND EQUIPMENT, NET

following summarizes property and equipment as of March 31, 2024 and December 31, 2023:

SCHEDULE OF PROPERTY AND EQUIPMENT

following summarizes property and equipment as of June 30, 2024 and December 31, 2023:

OF PROPERTY AND EQUIPMENT

Software and computer equipment

Furniture and fixtures

Property and equipment, gross

Property and equipment,

Less accumulated depreciation

Property and equipment, net

expense for the three months ended March 31, 2024 and 2023, was $ 14,317 and $ 10,340 , respectively.

following summarizes capitalized software development costs as of March 31, 2024:

expense for the six months ended June 30, 2024 and 2023, was $ 35,284 and $ 28,088 , respectively.

following summarizes capitalized software development costs as of June 30, 2024:

OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS

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is applied to an order at the time of invoicing.

As of March 31, 2024 and December 31, 2023, and 2022, customer deposits were $ 1,794,748

As of June 30, 2024 and December 31, 2023, and 2022, customer deposits were $ 2,479,124

and $ 1,704,224 , respectively.

NOTES PAYABLE

payable consisted of the following as of March 31, 2024 and December 31, 2023:

payable consisted of the following as of June 30, 2024 and December 31, 2023:

SCHEDULE OF NOTES PAYABLE

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Note payable – Mercedes-Benz

Notes Payable

Less deferred loan fees – Ethos Management Inc.

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$ 1,875,000 (Note 7.).

The balance of the Ethos liability after offsetting the collateral deposit and accrued interest payable is $ 589,619 ,

which amount is included in ‘Accrued and other current liabilities’ on the balance sheet as of June 30, 2024.

Payable – Mercedes-Benz

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initial business combination or the date of the liquidation of DMA.

As of March 31,2024, the balance of the notes payable assumed in

the Merger was $ 1,565,500 .

As of June 30,2024, the balance of the notes payable assumed in the

Merger was $ 1,565,000 .

February 2, 2024, the Company executed a securities purchase agreement (the “Purchase Agreement”) with each of the investors

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the Series B Warrants.

of March 31, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,800,000 and an original issue discount of $ 480,000 resulting

of June 30, 2024, the Company recorded PIPE Convertible Notes payable of $ 4,650,000 and an original issue discount of $ 465,000 resulting

in the net balance of $ 4,185,000 .

The Company recorded interest expense on the PIPE Convertible Notes of $ 9,468 , and interest expense

relating to the OID of $ 947 .

As of May 14, 2024, the Company did not timely file the quarterly report on Form 10-Q for the period ended

March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by the Company.

As of June 30, 2024, the Company recorded interest expense on the PIPE Convertible Notes of 459,329 ,

and interest expense relating to the amortization of the OID of $ 24,197 .

The Company did not timely file the quarterly report on Form

10-Q for the period ended March 31, 2024.

The scheduled second tranche of the PIPE Convertible Notes payable has not been received by

to satisfying the conditions discussed below, the Company has the right under the Purchase Agreement, but not the obligation, to require

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RELATED PARTY NOTES PAYABLE

party notes payable consisted of the following as of March 31, 2024 and December 31, 2023:

party notes payable consisted of the following as of June 30, 2024 and December 31, 2023:

OF RELATED PARTY NOTES PAYABLE

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Long-term portion

maturities of related party notes payable are as follows as of March 31, 2024:

SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE

2024 (nine months)

maturities of related party notes payable are as follows as of June 30, 2024:

OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE

2024 (six months)

Payable – ARJ Trust

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We make monthly interest-only payments of $ 3,541 .

As of March 31, 2024 and December 31, 2023,

As of June 30, 2024 and December 31, 2023,

the principal balance was $ 500,000 .

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payments of $ 1,063 .

As of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 150,000 .

of March 31, 2024 and December 31, 2023, the principal balance outstanding was $ 650,000 and accrued interest was $ 2,911 .

As of June 30, 2024 and December 31, 2023, the principal balance outstanding was $ 150,000 .

of June 30, 2024 and December 31, 2023, the principal balance outstanding was $ 650,000 and accrued interest was $ 2,911 .

to mature on March 31, 2024 and was extended to March 31, 2025 .

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a late fee of 5%, if not paid within 10 days of the due date.

During the three months ended March 31, 2024, the Company paid the December

During the six months ended June 30, 2024, the Company paid the December

2023 installment of $ 250,000 and $ 50,000 in negotiated extension fee.

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line of credit was secured by a pledge of $ 2,100,000 in the Company’s deposit accounts (restricted cash) at JP Morgan Chase.

of March 31, 2024 and December 31, 2023, the balance outstanding on the line of credit was $ 802,738 .

of June 30, 2024 and December 31, 2023, the balance outstanding on the line of credit was $ 802,738 .

February 2023, the Company entered into a variable rate line of credit with Morgan Stanley which is secured by the marketable securities

held in our brokerage account.

As of March 31, 2024 and December 31, 2023, the balance outstanding was $ 0 and $ 1,980,937 , at a rate of

7.21 % as the Company paid off the line of credit during the three months ended March 31, 2024.

As of June 30, 2024 and December 31, 2023, the balance outstanding was $ 10,114 and $ 1,980,937 , at a rate

of 7.21 %, respectively, as the Company paid off the majority of the line of credit during the three months ended March 31, 2024.

CONVERTIBLE NOTES PAYABLE

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borrowing limit to $ 375,000 .

July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants will be cancelled

July 2023, the Company and Convertible Note Holders entered into Warrant Cancellation Agreements, whereby the warrants were cancelled

when the Merger (business combination) with Deep Medicine Acquisition Corp.

is completed.

was completed.

Also in July 2023, the convertible notes were

modified whereby the maturity date was extended by up to an additional eight months (February 29, 2024), to be in two extensions of four

Five days prior to the extension deadline the Company will issue 9,000 shares (total 18,000 shares if the Company elects

Five days prior to the extension deadline the Company was to issue 9,000 shares (total 18,000 shares if the Company elects

the two extensions) of the Company’s stock.

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date of this filing.

the three months ended March 31, 2024 and 2023, we recorded $ 0 in gross OID based on the borrowings on the Convertible Notes.

the three months ended March 31, 2024 and 2023, we recorded OID amortization of $ 0 and $ 0 , respectively, in interest expense.

zero OID remaining as of March 31, 2024 and December 31, 2023.

was zero OID remaining as of June 30, 2024 and December 31, 2023, and there was no OID interest expense or amortization recorded during

the six months ended June 30, 2024 and 2023.

DIVIDEND NOTES PAYABLE

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Interest commenced accruing on January 1, 2023.

declared, distributed, and accrued are as follow as of March 31, 2024 and December 31, 32023:

SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED

Distributions payments for tax liabilities

declared, distributed, and accrued are as follow as of June 30, 2024 and December 31, 32023:

OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED

Accrued interest on dividends payable

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or substantially all of the Company’s assets.

the event the Company were required to buyout the Agreement as a condition of closing the proposed DMAC acquisition (which currently

is not a condition), the Company would pay Purchaser $ 2,844,444 .

Agreement has neither a stated maturity nor an interest rate.

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variable payments to the Purchaser are recorded in interest expense.

As of March 31, 2024 and December 31, 2023, the amount outstanding

As of June 30, 2024 and December 31, 2023, the amount outstanding

was $ 1,000,000 .

During the three months ended March 31, 2024 and 2023, we paid $ 96,509 and $ 0 , respectively, in interest expense to the

During the six months ended June 30, 2024 and 2023, we paid $ 177,281 and $ 0 , respectively, in interest expense to the

ACCRUED AND OTHER CURRENT LIABILITIES

and other current liabilities consisted of the following as of March 31, 2024 and December 31, 2023:

and other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023:

OF ACCRUED AND OTHER CURRENT LIABILITIES

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Sales tax payable

Royalty payable

Accrued and other current liabilities

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Company has authorized preferred stock of 10,000,000 shares, par value of $ 0.0001 .

As of March 31, 2024 and December 31, 2023, there

were no shares of preferred stock issued and outstanding.

As of June 30, 2024 and December 31, 2023, there were

no shares of preferred stock issued and outstanding.

Stock – Series A

Company has authorized common stock – Series A of 90,000,000 shares, par value of $ 0.0001 .

As of March 31, 2024, there were 11,538,252

As of June 30, 2024, there were 11,538,252

shares of common stock – Series A and 1,716,860 shares of common stock – Series B issued and outstanding.

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common stock to legacy TruGolf Nevada shareholders in the Business Combination, determined as follows:

SCHEDULE OF BUSINESS ACQUISITION CONTINGENT CONSIDERATION

SCHEDULE OF BUSINESS ACQUISITION

CONTINGENT CONSIDERATION DETERMINED

TruGolf Nevada

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Company has authorized common stock – Series B of 10,000,000 shares, par value of $ 0.0001 .

As of March 31, 2024, there were 1,716,680

As of June 30, 2024, there were 1,716,860

shares of common stock – Series B issued and outstanding.

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stock – Series A held.

As of March 31, 2024, three TruGolf insiders own 100 % of the 1,716,680 common stock – Series B.

As of June 30, 2024, three TruGolf insiders own 100 % of the 1,716,680 common stock – Series B.

- Common stock – Series A and B

of March 31, 2024, the Company issued warrants to purchase 436,364 shares of the Company’s common stock – Series A to the

of June 30, 2024, the Company issued warrants to purchase 422,777 shares of the Company’s common stock – Series A to the

PIPE Convertible Notes holders with an exercise price of $ 13 per share and a term of five years commencing February 1, 2024.

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expected life of five years .

of March 31, 2024, the Company issued warrants to purchase 480,000 shares of the Company’s common stock – Series B to the

of June 30, 2024, the Company issued warrants to purchase 465,000 shares of the Company’s common stock – Series B to the

PIPE Convertible Notes holders with an exercise price of $ 10 per share and a term of thirty months commencing February 1, 2024.

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The Company had no tax positions relating

to open income tax returns that were considered to be uncertain as of March 31, 2024.

to open income tax returns that were considered to be uncertain as of June 30, 2024.

to the merger, the Company was an S Corporation for federal and state income tax purposes with all income tax liabilities and/or benefits

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been provided for prior to January 31, 2024, the date of the consummation of the Merger.

Company incurred a net loss for the three months ended March 31, 2024 of $ 1,301,864 , which is available to reduce future taxable income,

Company incurred a net loss for the six months ended June 30, 2024 of $ 2,871,192 , which is available to reduce future taxable income

for federal and state income taxes, respectively.

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At the current federal tax rate of 21 % and including book to tax differences result in the current tax benefit NOL of

approximately $ 267,000 at March 31, 2024.

approximately $ 498,000 at June 30, 2024.

The Company has no income tax effect due to the recognition of a full valuation allowance on

the expected tax benefits of future loss carry forwards based on uncertainty surrounding realization of such assets.

During the three

months ended March 31, 2024, the Company increased the valuation allowance from $ 0 to $ 267,000 .

During the six months

ended June 30, 2024, the Company increased the valuation allowance from $ 0 to $ 500,600 .

COMMITMENTS AND CONTINGENCIES

of March 31, 2024, we had two operating leases as follows:

June 2023, we entered into a new five -year lease on the warehouse in North Salt Lake City, Utah.

of June 30, 2024, we had two operating leases as follows:

June 2023, we entered into a five -year lease on the warehouse in North Salt Lake City, Utah.

The base monthly lease payment through

May 2024 is $ 10,849 , $ 11,163 through May 2025, $ 11,486 through May 2026, $ 11,819 through May 2027, and $ 12,162 through May 2028.

As of March 31, 2024, we had 50 months remaining on the lease.

December 2022, we entered into a new three -year lease on the corporate headquarters in Centerville, Utah.

The base monthly lease

payment through November 2023 is $ 20,343 , $ 20,378 through November 2023 and $ 24,616 through November 2025.

As of March 31, 2024,

we had 39 months remaining on the lease.

As of June 30, 2024, we had 47 months remaining on the lease.

December 2022, we entered into a three -year lease on the corporate headquarters in Centerville, Utah.

The base monthly lease payment

through November 2023 is $ 20,343 , $ 20,378 through November 2023 and $ 24,616 through November 2025.

As of June 30, 2024, we had 36

months remaining on the lease.

utilize our incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

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of use asset:

OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET

As of December 31, 2023

As of March 31, 2024

OF LEASE LIABILITY

As of June 30, 2024

SCHEDULE OF LEASE LIABILITY

Lease liability – December 31, 2023

As of March 31, 2024

As of June 30, 2024

table below reconciles the fixed component of the undiscounted cash flows for each of five years to the lease liabilities recorded on

the Balance Sheet as of March 31, 2024:

OF MATURITY LEASE LIABILITY

Minimum Lease Payments

2024 – (Nine Months)

the Balance Sheet as of June 30, 2024:

SCHEDULE OF MATURITY LEASE LIABILITY

Minimum Lease

2024 – (Six Months)

Less interest

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described in Note 14 – Dividend Notes Payable , the following were outstanding on the dividend notes payable to our officers

and shareholders as of March 31, 2024 and December 31, 2023:

and shareholders as of June 30, 2024 and December 31, 2023:

SCHEDULE OF DIVIDEND NOTES PAYABLE

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Notes Payable .

The Company’s chief executive officer purchased

five (5) regions from Links during the three months ended June 30, 2024.

TruGolf Links Franchising, LLC

TruGolf Links Franchising, LLC (“Links”) sold five (5) regions during the three

months ended June 30, 2024 and received proceeds of $ 500,000 , which was recorded as deferred revenue on the Company’s balance

The CEO of the Company individually purchased the regions from Links.

Links has a commitment from a buyer to purchase four (4)

regions in the subsequent quarter of 2024.

SUBSEQUENT EVENTS

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statements include, but are not limited to, statements about:

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted

the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against

the ability to maintain the listing of our securities on Nasdaq, and the potential liquidity and trading of our securities;

the risk of disruption to our current plans and operations;

the ability to recognize the anticipated benefits of our business and the Business Combination, which may be affected by, among

other things, competition and the ability to grow, manage growth profitably, and retain key employees;

the ability to recognize the anticipated benefits of our business and the Business Combination, which may be affected by, among other

things, competition and the ability to grow, manage growth profitably, and retain key employees;

costs related to our business;

changes in applicable laws or regulations;

our ability to meet its future capital requirements to fund our operations, which may involve debt and/or equity financing, and to

obtain such debt and/or equity financing on favorable terms, and our sources and uses of cash;

our ability to execute on our plans to develop and commercialize our current clinical assets, as well as any future clinical assets

that we license, and the timing of any such commercialization;

our ability to meet its future capital requirements to fund our operations, which may involve debt and/or equity financing, and to obtain

such debt and/or equity financing on favorable terms, and our sources and uses of cash;

our ability to execute on our plans to develop and commercialize our current clinical assets, as well as any future clinical assets that

we license, and the timing of any such commercialization;

our ability to maintain existing license agreements;

our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing;

our ability to achieve and maintain profitability in the future;

ability to achieve and maintain profitability in the future;

our financial performance;

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name was changed from Deep Medicine Acquisition Corp.

to TruGolf Holdings, Inc.

The Company’s Class A common stock commenced trading

on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024.

(“DMAQ”) to TruGolf Holdings, Inc.

The Company’s Class A common

stock commenced trading on the Nasdaq Global Market LLC under the ticker symbol “TRUG” on February 1, 2024.

for the Business Combination

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accompanied by a recapitalization.

The net assets of TruGolf Nevada and DMAQ were stated at historical cost, with no goodwill or other

The net assets of DMAQ and TruGolf Nevada were stated at historical cost, with no goodwill or other

intangible assets recorded, and operations prior to the Business Combination were those of TruGolf Nevada.

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to be the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

TruGolf Nevada stockholders expecting to have a majority of the voting power of New TruGolf,

TruGolf Nevada stockholders have a majority of the voting power of New TruGolf,

Nevada comprising the ongoing operations of New TruGolf,

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and (iii) certain customary closing conditions are satisfied (the “Second Mandatory Additional Closing”).

addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon

notice, we sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a

maximum aggregate principal amount of $10,850,000 in additional PIPE Convertible Notes (each such additional closing, an

“Additional Optional Closing”);

provided that, the principal amount of the additional PIPE Convertible Notes issued at

each Additional Optional Closing must equal at least $250,000.

The Purchase Agreement originally provided that if a PIPE Investor

has not elected to effect an Additional Optional Closing on or prior to August 2, 2024, such PIPE Investor shall have no further

right to effect an Additional Optional Closing under the Purchase Agreement.

As described below, such date was extended by the

Amendment (as defined below).

On August 13, 2024, the Company entered into a waiver and amendment agreement

(the “Amendment”), pursuant to which the Company and the PIPE Investors agreed to:

(i) waive any breaches or defaults caused

by the Company’s failure to timely file its SEC reports through August 14, 2024;

(ii) extend the date by which the Additional Optional

Closings may occur until 11 months from the effective date of the initial Registration Statement;

(iii) permit the Company to raise debt

financing from its affiliates through non-convertible, unsecured notes with a maturity date that is later than the maturity date of the

PIPE Convertible Notes;

(iv) waive certain registration failures until September 3, 2024 and permit the issuance of common stock to satisfy

certain registration failures;

and (v) allow the Company to satisfy the interest payments due April 1, 2024, July 1, 2024 and October

1, 2024 from the issuance of common stock or by allowing such amounts to be added to the principal amount of the PIPE Convertible Notes,

as the option of the PIPE Investors.

In addition, certain PIPE Investors agreed to acquire additional PIPE Convertible Notes upon the

effective date of the Registration Statement without regard to any volume or price requirements in the instruments.

addition, pursuant to the Purchase Agreement, each PIPE Investor has the right, but not the obligation, to require that, upon notice,

we sell to such PIPE Investor at one or more additional closings such PIPE Investor’s pro rata share of up to a maximum aggregate

principal amount of $10,850,000 in additional PIPE Convertible Notes (each such additional closing, an “Additional Optional Closing”);

provided that, the principal amount of the additional PIPE Convertible Notes issued at each Additional Optional Closing must equal at

least $250,000.

If a PIPE Investor has not elected to effect an Additional Optional Closing on or prior to August 2, 2024, such PIPE

Investor shall have no further right to effect an Additional Optional Closing under the Purchase Agreement.

TruGolf Links Franchising, LLC

On May 10, 2024 the Company formed a wholly owned subsidiary in the state of Delaware.

TruGolf Links Franchising,

LLC (“Links”) has a sole member, TruGolf Holdings, Inc.

Links was formed to establish and sell franchises that would use the

Company’s Simulators and other equipment.

A region consists of approximately 1,000,000 people in population, and the franchisee

may sell up to ten (10) franchises within the region.

The purchase price per region is $75,000 to $100,000 paid up front.

software development cost

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estimates related to the timing and amount of recognized capitalized software development costs.

For the three months ended March 31,

For the six months ended June 30, 2024

we capitalized $1,433,438 of costs related to the development of software applications.

Amortization of capitalized software costs

was $18,463 for the for the three months ended March 31, 2024.

Amortization of capitalized software costs was

$137,916 for the for the six months ended June 30, 2024.

The balance of capitalized software was $1,345,522 net of accumulated amortization

of $18,463 at March 31, 2024.

of $137,916 at June 30, 2024.

Management INC

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all the funds disbursed by Ethos and Ethos must release the deposit collateral.

Definitive Agreement

March 2024, we entered into a definitive agreement with mlSpatial, a leading AI and machine learning engineering company, to license

the AI engine they co-developed to increase 9-axis spin accuracy for TruGolf’s acclaimed new APOGEE launch monitor.

The agreement

gives TruGolf the first right of refusal to purchase 100% of mlSpatial assets.

note that the simulator/screen golf market is growing according to the National Golf Foundation (www.ngf.org/simulator-golf-sees-real-surge),

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of Operations

of the Three Months ended March 31, 2024 and 2023

of the Three Months ended June 30, 2024 and 2023

following table sets forth certain condensed statement of operations data for the periods indicated in dollars.

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that the period-to-period may not be indicative of future performance.

Three Months Ended March 31

Three Months Ended June 30,

Revenues, net

$ (1,400,603 )

Cost of revenues

1 unchanged sentence

(Loss) income from operations

Net (loss) income

(999,418.09 )%

Net loss income per common share

revenues were $5,012,022 for the three months ended March 31, 2024, compared to $5,083,199 for the three months ended March 31, 2023,

revenues were $3,873,163 for the three months ended June 30, 2024, compared to $5,273,766 for the three months ended June 30, 2023,

a decrease of $1,400,603 or 26.56%.

The decrease in revenues was due primarily to a decrease in software subscription and other sales.

of revenues for the three months ended March 31, 2024, increased $817,254 or 71.58% to $1,959,023 from $1,141,768 for the three months

ended March 31, 2023.

The increase was due primarily to an increase in the inventory adjustment of $709,929 from ($538,427) to $171,502

during the three months ended March 31, 2024 and 2023, respectively.

cost of revenues for the three months ended June 30, 2024, decreased $555,758 or 29.94% to $1,300,212 from $1,855,970 for the three months

ended June 30, 2023.

The decrease was due primarily to the decrease in revenues as noted above.

The Company charged cost of revenues

$68,081 for an inventory adjustment during the three months ended June 30, 2024.

The Company reduced cost of revenues by $306,308 for

an inventory adjustment during the three months ended June 30, 2023.

Materials and components to manufacture our simulators primarily

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These increased costs were offset by an approximate $322,138 decrease in material costs and other non-inventory

During the three months ended March 31, 2024, the Company allocated $410,317 to cost of revenues from salaries and wages, which

are classified as Selling, general and administrative expense.

We are continuously working with our suppliers for volume pricing discounts

and extended contract terms.

operating expenses were $3,996,684 for the three months ended March 31, 2024, compared to $8,845,951 for the three months ended March

31, 2023, a decrease of $4,849,267 or (54.82%).

The decrease for the three months ended March 31, 2024, compared to the three months

ended March 31, 2023, was due primarily to:

We are continuously working with our suppliers for volume pricing discounts and extended contract terms.

operating expenses were $3,357,993 for the three months ended June 30, 2024, compared to $3,007,221 for the three months ended June 30,

2023, an increase of $350,773 or 11.66%.

The increase for the three months ended June 30, 2024, compared to the three months ended June

30, 2023, was due primarily to:

increase of $122,026 in royalty expenses was due to the addition of new distributors and increases in the royalty percentages for

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The three-month period year over

year decrease is a result of:

The Company reclassed approximately $410,000 of salaries, wages and benefits expense to cost of revenues during the three months ended

March 31, 2024.

Salaries, wages and benefits expense for in house employees for the three months ended March 31, 2024 and 2023 was $2,224,631 and $2,231,434,

respectively, a decrease of $6,803 before the reclass of $410,000 to cost of revenues.

$4,573,683 decrease in selling, general and administrative expenses.

year decrease is a result of the Company’s human resource management efforts to reduce

payroll expenses.

$799,055 increase in selling, general and administrative expenses.

The three months over

the prior year’s three months decrease is a result of:

In March 2023, the Board of Directors granting and authorizing the issuance 821 shares of common stock two consultants (and holders of

the convertible notes described in Note 12 – Convertible Noted Payable in our annual audited financial statements included elsewhere

in this Form 8K) in March 2023 for consulting service performed.

The Company recorded consulting fee expense (noncash) of $4,493,333

(estimated fair value of the stock) at the time of grant and issuance.

All other selling, general and administrative expenses (such as facilities professional fees, warehouse, travel, office supplies etc.)

decreased $80,350 for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 as a result of expense

management efforts by the Company.

interest income was $30,587 and $21,497 for the three months ended March 31, 2024 and 2023, respectively.

interest expense was $384,854 and $468,154 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $83,300 or

(17.79%) primarily due to the margin line of credit loan was paid off during 2024.

the prior year’s three months increase is a result of sales and marketing expenses

decreased by $68,566 and office and administrative costs decreased by $232,235.

same periods, rent and facility costs increased by $48,034, insurance expenses increased

by $196,076 (principally for liability insurance), professional fees increased by $494,278

(of which $158,101 was incurred by Links) and repairs and supplies increased by $76,208.

interest income was $36,621 and $28,848 for the three months ended June 30, 2024 and 2023, respectively.

interest expense was $820,908 and $439,267 for the three months ended June 30, 2024 and 2023, respectively, an increase of $381,641 or

(86.88%) primarily due to the interest incurred on the PIPE convertible notes.

of Operations

of the Six Months ended June 30, 2024 and 2023

following table sets forth certain condensed statement of operations data for the periods indicated in dollars.

In addition, we note

that the period-to-period may not be indicative of future performance.

Six Months Ended June 30,

Revenues, net

$ (1,471,780 )

Cost of revenues

Operating expenses

(Loss) income from operations

Net loss income per common share

revenues were $8,885,185 for the six months ended June 30, 2024, compared to $10,356,965 for the six months ended June 30, 2023, a

decrease of $1,471,780 or (14.21%).

The decrease in revenues was due primarily to a decrease in software subscription and other sales.

of revenues for the six months ended June 30, 2024, increased $261,496 or 8.72% to $3,259,234 from $2,997,738 for the six months ended

June 30, 2023.

The increase was due primarily to an increase in the inventory adjustment of $471,702 from ($232,119) to $239,583 during

the six months ended June 30, 2024 and 2023, respectively.

Materials and components to manufacture our simulators primarily include fabricated

steel, cut cloth, turf, computers, cameras and other high-end electronics which are subject to inflationary pricing pressures.

of shipping our finished simulators increased $267,765 due to price increases from our national shipping companies UPS, FedEx and Seko.

These increased costs were offset by an approximate $391,718 decrease in material costs and other non-inventory items.

We are continuously

working with our suppliers for volume pricing discounts and extended contract terms.

operating expenses were $7,354,677 for the six months ended June 30, 2024, compared to $11,853,172 for the six months ended June 30,

2023, a decrease of $4,498,495 or (37.95%).

The decrease for the six months ended June 30, 2024, compared to the six months ended June

30, 2023, was due primarily to:

An increase of $236,282 in royalty expenses was due to the addition of new distributors and increases in the royalty percentages for certain resellers.

A $960,149 decrease in salaries, wages and benefits expenses due primarily to management’s efforts of reducing payroll expenses.

A $3,774,627 decrease in selling, general and administrative expenses.

The six months over the prior year’s six months decrease is a result of:

March 2023, the Board of Directors granting and authorizing the issuance 821 shares of common stock two consultants (and holders

of the convertible notes described in Note 12 – Convertible Noted Payable in our annual audited financial statements included

elsewhere in this Form 8K) in March 2023 for consulting service performed.

The Company recorded consulting fee expense (noncash)

of $4,493,333 (estimated fair value of the stock) at the time of grant and issuance.

other selling, general and administrative expenses (such as facilities professional fees, warehouse, travel, office supplies etc.)

increased $435,8770 for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 as a result of

amortization of capitalized software costs of $137,917, an increase in professional fees of $734,079 (of which $158,101 was incurred

by Links) and an increase in insurance expense of $259,500, offset in part by a decrease in sales and marketing of $205,106, a

decrease of $435,855 in general and administrative expenses.

interest income was $67,208 and $50,345 for the six months ended June 30, 2024 and 2023, respectively.

interest expense was $1,205,762 and $907,421 for the six months ended June 30, 2024 and 2023, respectively, an increase of $298,341 or (32.88%)

primarily due to the interest on the PIPE convertible notes.

and Capital Resources

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from the business combination, of $4,650,000 with an original issue discount of $465,000 (or 10%).

The Company received proceeds of $500,000

from the sale of franchise regions sold by its wholly owned subsidiary, TruGolf Links Franchising, LLC, which was recorded as

deferred revenue.

The Company expects to grow this revenue stream in subsequent quarters of 2024.

have primarily obtained cash to fund our operations through the reinvestment of free cash flows generated from our business operations,

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instruments, and royalty structures.

of March 31, 2024 and December 31, 2023, we had $7,825,967 and 5,397,564 in cash, cash equivalents and restricted cash and current

working capital of $2,459,279 and $1,988,267, respectively.

of June 30, 2024 and December 31, 2023, we had $6,651,272 and 5,397,564 in cash, cash equivalents and restricted cash and current working

capital deficit of $66,473 and working capital of $1,988,267, respectively.

December 2023, we entered into a $2,000,000 variable rate line of credit with JP Morgan Chase Bank, N.A.

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per annum) plus the SOFR rate applicable to the interest period plus the Unsecured to Secured Rate Adjustment.

The variable rate line

of credit was paid in full during the three months ended March 31, 2024.

The majority of the variable

rate line of credit was paid during the three months ended June 30, 2024.

As of June 30, 2024, the remaining balance was $10,114 and

was included in the cash balance.

Flow from Operating Activities

the three months ended March 31, 2024 the net cash provided by our operating activities was $2,668,617 primarily due to the

liquidation of the marketable securities account of $2,478,953 and an increase in accounts payable of $1,146,347.

The change in the remaining operating assets and liabilities was

$224,013, depreciation and amortization of $36,105, the amortization of the ROU asset of $82,454, the amortization of original

issue discount of $947 and the partial offset by the net loss of $1,301,864.

the three months ended March 31, 2023 the net cash used in our operating activities was $3,071,956.

The change in operating assets and

liabilities was a decrease of $2,763,540.

Other assets increased due to the $1,875,000 deposit paid for the Ethos Management Inc loan

and $116,040 in net Ethos Management Inc deferred loan fees.

The net loss of $5,351,177 was partially offset by increases to cash from

depreciation and amortization of 13,756, amortization of convertible notes original issue discount of $257,233, amortization of ROU asset

of $72,520, bad debt expense of $205,920 and stock-based compensation expense of $4,493,333.

the six months ended June 30, 2024 the net cash provided by our operating activities was $2,615,975 including the liquidation of the marketable

securities account of $2,478,953.

in the remaining operating assets and liabilities was $2,642,844, depreciation and amortization of $173,200, the amortization of the

ROU asset of $166,311 and the amortization of original issue discount of $24,197.

the six months ended June 30, 2023 the net cash used in our operating activities was $4,969,183.

The change in operating assets and liabilities

was a decrease of $4,632,611.

Other assets increased due to the $1,875,000 deposit paid for the Ethos Management Inc loan and $116,040

in net Ethos Management Inc deferred loan fees.

The net loss of $5,351,021 was partially offset by increases to cash from depreciation

and amortization of $28,091, amortization of convertible notes original issue discount of $139,848, amortization of ROU asset of $137,257,

bad debt expense of $215,920 and stock-based compensation expense of $4,493,333.

Flows from Investing Activities

the three months ended March 31, 2024 and 2023, the cash used by our investing activities was $332,342 and $2,467,710.

For the three

months ended March 31, 2024 the Company capitalized software development costs of $332,342.

For the three months ended March 31, 2023

the six months ended June 30, 2024 and 2023, the cash used by our investing activities was $1,433,513 and $2,481,234, respectively.

the six months ended June 30, 2024 the Company capitalized software development costs of $1,433,438.

For the six months ended June 30,

2023 the Company purchased fixed assets of $65,381 and purchased short-term investments of $2,415,853.

Flows from Financing Activities

Company consummated the business combination described in Note 1 and Note 2 on January 31, 2024, the Company received proceeds of

approximately $2,237,213, net of closing costs, expenses and commissions.

The Company recorded a PIPE Convertible Note, the source

of the proceeds from the business combination, of $4,800,000 less an original issue discount of 480,000 (or 10%).

the three months ended March 31, 2024 the cash provided by our financing activities was $92.128.

Company consummated the business combination described in Note 1 and Note 2 on January 31, 2024.

The Company received proceeds of approximately

$2,325,315, net of closing costs, expenses and commissions.

The Company recorded a PIPE Convertible Note, the source of the proceeds

from the business combination, of $4,650,000 less an original issue discount of 465,000 (or 10%).

the six months ended June 30, 2024 the cash provided by our financing activities was $71,246.

The Company received net proceeds from

the Merger of $2,237,213, paid off the variable rate line of credit of $1,980,937 and made debt payments of $270,795.

the three months ended March 31, 2023 we borrowed $1,875,000 on our Morgan Stanely margin line of credit account and made debt payments

One shareholder returned $42,963 in overpaid past dividends.

the Merger of $2,325,315, made debt payments of $273,132, paid $15,716 of assumed liabilities and paid off the line of credit of $1,980,937.

the six months ended June 30, 2023 we borrowed $1,911,110 on our Morgan Stanely margin line of credit account, received proceeds of $1,666,666

from loans, received $121,750 from convertible note holders and made debt payments of $80,841.

One shareholder returned $35,037 in overpaid

past dividends.

The loan proceeds were used for ongoing operations.

Company has incurred net losses and negative operating cash flows for the three months ended March 31, 2024 and 2023.

As the Company

continues to incur losses, successful transition to profitability is dependent on achieving a level of revenues adequate to support the

Company’s cost structure.

Unless and until this occurs, the Company may need to raise capital or issue debt to support ongoing

Company has incurred net losses and negative operating cash flows for the six months ended June 30, 2024 and 2023.

As the Company continues

to incur losses, successful transition to profitability is dependent on achieving a level of revenues adequate to support the Company’s

cost structure.

Unless and until this occurs, the Company may need to raise capital or issue debt to support ongoing operations.

Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction

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Continuation as a going concern is dependent upon continued operations of the Company,

which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success

which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and the success

of its future operations.

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This evaluation

takes into account a Company’s current available cash and projected cash needs over the one-year evaluation period but may not

consider things beyond its control.

considers a Company’s current available cash and projected cash needs over the one-year evaluation period but may not consider

things beyond its control.

Company believes the recent merger, as described in Note 1 and Note 2, may enable us to raise additional capital through equity offerings

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No assurances can be given that the results anticipated by our projections will occur.

respect to long-term liquidity requirements, approximately $12,400,000 of our debt contractually matures in years 2025 to 2033.

respect to long-term liquidity requirements, approximately $12,400,000 of our debt contractually matures in the years 2025 to 2033.

the event the projected results do not occur, we may have to significantly delay, scale back or discontinue the development and commercialization

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and Qualitative Disclosures About Market Risk

had cash and cash equivalents totaling $7,825,967 as of March 31, 2024.

had cash and cash equivalents totaling $6,651,272 as of June 30, 2024.

Cash equivalents were invested primarily in low interest checking

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do not have significant exposure to interest rate risk as only our lines of credit are variable rate.

As of March 31, 2024, the variable

As of June 30, 2024, the variable

rate lines of credit had a balance outstanding of $802,738 compared to the total fixed rate debt outstanding of $14,387,701.

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insurance limits.

As of March 31, 2024, the amount in excess of federally insured limits was $6,742,396.

As of June 30, 2024, the amount in excess of federally insured limits was $5,238,762.

Cybersecurity

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements