What changed in this filing

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Item 1. Financial Statements

2026-05-20 compared with 2025-11-14 · 249 added, 656 removed, 184 unchanged (83% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets:

3 unchanged sentences

Inventory, net

Prepaid expenses and other current assets

Other current assets

Prepaid expenses

Total Current Assets

3 unchanged sentences

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

2 unchanged sentences

Notes payable, current portion

Notes payable to related parties, current portion

Notes payable to related parties

Notes payable, current portion

3 unchanged sentences

Accrued and other current liabilities

Accrued and other current liabilities - assumed in Merger

Lease liability, current portion

1 unchanged sentence

Non-current Liabilities:

Notes payable, net of current portion

Note payables to related parties, net of current portion

Note payables, net of current portion

PIPE loan payable, net

Gross sales royalty payable

2 unchanged sentences

Commitments and Contingencies

Stockholders’ Equity (Deficit):

Stockholders’ Equity:

Preferred stock, $ 0.0001 par value, 10 million shares authorized

Series A Convertible Preferred Stock, $ 0.0001 par value per share;

authorized - 50,000 shares;

8,189 and 0 shares issued and outstanding, respectively.

Liquidation preference of $ 3,140,519 as of September 30, 2025.

Series A Convertible Preferred Stock, $ 0.0001

par value per share;

authorized - 50,000

issued and outstanding, respectively.

Liquidation preference of $ 3,922,680

of March 31, 2026

Preferred stock value

Common stock, $ 0.0001 par value, 1,000,000 shares authorized:

Common stock - Series A, $ 0.0001

Common stock - Series A, $ 0.0001 par value, 1 billion shares authorized;

641,006 and 422,899 shares issued and outstanding, respectively

Common stock - Series B, $ 0.0001

par value, 10

1 unchanged sentence

shares issued and outstanding, respectively

Common stock - Series B, $ 0.0001 par value, 10 million shares authorized;

200,000 and 34,337 shares issued and outstanding, respectively

Common stock value

6 unchanged sentences

( 41,076,500 )

Total Stockholders’ Equity (Deficit)

( 4,640,781 )

Total Liabilities and Stockholders’ Equity (Deficit)

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

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cost of revenue

7 unchanged sentences

( 1,234,224 )

Other (expenses) income:

Other (expense) income:

Interest income

1 unchanged sentence

( 1,490,694 )

( 2,176,810 )

Loss on extinguishment of debt

( 6,135,160 )

Loss on investment

Total other expense

( 1,436,098 )

( 9,052,292 )

( 2,074,922 )

Loss from operations before provision for income taxes

1 unchanged sentence

( 2,670,322 )

( 2,931,370 )

Provision for income taxes

1 unchanged sentence

$ ( 2,670,322 )

$ ( 2,931,370 )

Net loss per common share Series A - basic and diluted

Net loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

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

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

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Preferred Stock

2 unchanged sentences

Treasury Stock

Comprehensive

Balance at December 31, 2024

2 unchanged sentences

$ ( 4,640,781 )

Realized gain in fair value of short-term investments

Common stock exchanged in Merger

( 3,854,573 )

( 3,854,693 )

Issuance of common stock - Series A exchanged in Merger

Issuance of common stock - Series B issued in Merger

Issuance of common stock for interest and make good

Issuance of common stock for conversion of notes

Stock-based compensation - options

( 2,670,322 )

4 unchanged sentences

$ ( 4,565,249 )

Revaluation of costs of Merger

( 1,569,329 )

Balance as of June 30, 2024

$ ( 2,037,000 )

$ ( 15,231,269 )

$ ( 10,508,104 )

Common stock issued for interest

Balance as of September 30, 2024

$ ( 2,037,000 )

$ ( 15,291,447 )

$ ( 10,909,975 )

Balance at December 31, 2025

1 unchanged sentence

$ ( 41,076,500 )

Issuance of common stock for conversion of Series A Preferred and dividends

( 2,043,300 )

Issuance of common stock for PIPE interest and make good

Issuance of common stock for conversion of PIPE notes

Stock-based compensation

Reversal of cancelled preferred stock conversions

Repurchase of common stock

( 1,447,294 )

3 unchanged sentences

$ ( 44,486,362 )

$ ( 4,565,249 )

Issuance of common stock for PIPE interest and make good

Issuance of common stock for conversion of PIPE notes

Issuance of common stock for conversion of dividend note payable

Reverse stock split adjustment

Stock-based compensation

Issuance of Series A Preferred and associated warrants

( 3,321,470 )

Balance as of June 30, 2025

$ ( 2,037,000 )

$ ( 27,147,288 )

$ ( 2,037,000 )

$ ( 27,147,288 )

Issuance of Series A Preferred

Issuance of Series A Preferred for conversion of warrants

Issuance of common stock for conversion of Series A Preferred

Issuance of common stock for conversion of Series A Preferred dividends

( 2,391,968 )

Stock-based compensation

Stock-based compensation - options

( 7,278,244 )

Balance as of September 30, 2025

$ ( 2,037,000 )

$ ( 36,817,500 )

$ ( 2,037,000 )

$ ( 36,817,500 )

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

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

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cash flows from operating activities:

5 unchanged sentences

Amortization of right-of-use asset

Bad debt expense

Change in OCI

Loss on extinguishment of debt

Stock issued for make good provisions on debt conversion

Stock options issued to employees

Stock issued for interest

Changes in operating assets and liabilities:

Accounts receivable, net

( 2,143,225 )

Inventory, net

( 1,503,632 )

Prepaid expenses

4 unchanged sentences

Accrued and other current liabilities

Other liabilities

Lease liability

Net cash provided by (used in) operating activities

( 1,978,411 )

Net cash used in operating activities

Cash flows from investing activities:

2 unchanged sentences

( 1,066,064 )

( 1,967,418 )

Reduction in long term assets

Net cash used in investing activities

( 1,144,302 )

( 1,967,533 )

Cash flows from financing activities:

Proceeds from PIPE loans, net of discount

Proceeds from exercise of Series A Preferred warrants

Proceeds from notes payable - related party

Cash acquired in Merger

Costs of Merger paid from PIPE loan

( 1,947,787 )

Repayments of line of credit

( 1,980,937 )

Repayments of liabilities assumed in Merger

Repayments of notes payable

Repayments of notes payable - related party

Repayment of notes payable assumed in Merger

Net cash provided by financing activities

Repurchase of treasury stock

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash - beginning of year

Cash, cash equivalents and restricted cash - end of year

( 1,632,593 )

Cash, cash equivalents and restricted cash - beginning of period

Cash, cash equivalents and restricted cash - end of period

Supplemental cash flow information:

1 unchanged sentence

Non-cash investing and financing activities:

PIPE note principal converted to Class A Common Stock

Dividend note principal converted to Class A and Class B Common Stock

Exchange of PIPE Notes and Series A and B Warrants for Series A Convertible Preferred Stock and Warrants for Series A Convertible Preferred Stock

Series A Convertible Preferred Stock issued in exchange of PIPE Notes

Series A Convertible Preferred Stock dividends converted to Class A Common Stock

Notes payable assumed in Merger

Accrued liabilities assumed in Merger

Remeasurement of common stock exchanged/issued in Merger

$ ( 1,875,724 )

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

PIPE note principal converted to Class A Common Stock

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

HOLDINGS, INC.

2 unchanged sentences

Holdings, Inc.

(the “Company” or “TruGolf”), is a Delaware corporation headquartered in Centerville, Utah.

Company and its wholly-owned subsidiary, have historically been engaged in creating indoor golf software and custom hardware as well

as establishing and selling franchises that would use the Company’s indoor golf and recreational sports simulators and other equipment.

The Company sells its software and custom hardware directly to customers and its franchise owners.

June 23, 2025, the Company filed a Certificate of Amendment to the Company’s Amended and restated Certificate of Incorporation

with the Secretary of the State of Delaware to effect a 1-for-50 reverse stock split of the Class A and Class B shares of the Company’s

issued and outstanding common stock, effective as of 12:01 a.m.

Eastern Time on June 23, 2025 (the “Reverse Stock Split”)

and began trading on a Reverse Stock Split-adjusted basis on Nasdaq on June 23, 2025.

As a result of the Reverse Stock Split, the number

of Class A common shares outstanding was reduced from 40,532,150 to 810,617 and the number of Class B common shares outstanding was reduced

from 10,000,000 to 200,000 , and the number of authorized shares of common stock remained unchanged.

All share amounts have been retroactively

adjusted for the Reverse Stock Split.

(including its subsidiaries, “TruGolf”, “the Company,” “we,” “us,” or

“our”) designs, develops, manufactures, and sells golf simulators and related software for residential and commercial applications.

May 10, 2024, the Company formed TruGolf Links Franchising, LLC (“Links”), a wholly-owned subsidiary, to establish and sell

franchises utilizing the Company’s indoor golf and recreational sports simulators.

March 10, 2026, the Company completed its redomestication from Delaware to Nevada (the “Redomestication”).

In connection

with the Redomestication, the Company adopted new articles of incorporation and bylaws governed by Nevada law.

At the effective time

of the Redomestication, each outstanding share of the Company’s common stock and preferred stock converted into an equivalent corresponding

share of the Nevada corporation, with no change in par value.

March 27, 2026, the Company completed a 1-for-10

reverse stock split of the Class A common stock and Class B common stock of the Company’s issued and outstanding common

stock, effective as of March 27, 2026 (the “2026 Reverse Stock Split”, and together with the

2025 Reverse Stock Split, the “Reverse Stock Split”) and began trading on a 2026 Reverse Stock Split-adjusted basis on

Nasdaq on March 27, 2026.

As a result of the 2026 Reverse Stock Split, the number of Class A common stock outstanding was reduced

from 5,355,626

to approximately 535,563

and the number of Class B common stock outstanding was reduced from 199,999

and the number of authorized shares of common stock was reduced from 1,000,000,000 shares to 100,000,000 shares.

All share amounts

have been retroactively adjusted for the Reverse Stock Split.

Proportionate

1 unchanged sentence

incentive plans, and the number of shares underlying outstanding equity awards and warrants, as applicable.

See Note 13 - Stockholders’

Equity for information and disclosures relating to adjustments related to the Reverse Stock Split.

July 15, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq

Stock Market (“Nasdaq”) notifying the Company that since it failed to file its Form 10-Q for the period ended March 31, 2024

it no longer complied with Nasdaq Listing Rule 5250(c)(1).

The deficiency letter did not result in the immediate delisting of the Company’s

common stock from the Nasdaq Capital Market.

On August 14, 2024, the Company filed its Quarterly Report in the Form 10-Q for the period

ended March 31, 2024 and the Company regained compliance with the applicable Nasdaq rule.

August 19, 2024, the Company received a delist notice from the staff of the Listing Qualifications Department (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its Class A common stock was not in compliance

(i) the minimum Market Value of Publicly Held Shares requirement set forth in Nasdaq Listing Rule 5450(b)(2)(C);

and (ii) the minimum

shareholders’ equity requirement set forth in Nasdaq Listing Rule 5450(b)(1)(A).

November 5, 2024, the Company received a delist notice from the Staff notifying the Company that the listing of its Class A common stock

was not in compliance with the minimum bid price requirement of $ 1.00 per share set forth in Nasdaq Listing Rule 5450(a)(1).

Company requested a hearing before a Nasdaq hearing panel (the “Panel”) to present a plan to regain compliance with all the

continued listing requirements of Nasdaq and such hearing was held May 15, 2025.

On May 30, 2025, the Panel provided the Company an exception

with various milestones to regain compliance, including with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) until

July 8, 2025 and the minimum Market Value of Publicly Held Shares requirement and minimum shareholders’ equity requirement until

July 30, 2025.

In addition, the Panel directed that the Company’s listing be transferred to the Nasdaq Capital Market, effective

at the open of business on June 3, 2025.

July 17, 2025, the Staff confirmed that the Company had regained compliance with the Bid Price Rule as required by the Panel’s

August 1, 2025, the Company received a letter from Nasdaq notifying the Company that it had demonstrated compliance with Nasdaq Listing

Rule 5550(b)(1) (the “Equity Rule”), as required by the Panel’s decision, and, following the Company’s phase

down to the Nasdaq Capital Market on June 3, 2025, the Company demonstrated compliance with the minimum market value of publicly held

securities required by Nasdaq Listing Rule 5550(a)(5).

to the letter, in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of

one year from the date of the letter.

If, within that one-year monitoring period, the Staff finds the Company again out of compliance

with the Equity Rule, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance

with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect

to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3).

Instead, Staff

will issue a delist determination letter and the Company will have an opportunity to request a new hearing.

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as

a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

At September 30,

2025, the Company has an accumulated deficit of approximately $ 36.8 million and working capital surplus of approximately $ 4.2 million.

For the three and nine months ended September 30, 2025, the Company had a loss from operations of approximately $ 1.1 million and $ 4.2

million, respectively, and negative cash flows from operations of approximately $ 2 million.

Although the Company is showing positive

revenue growth and gross profit trends, the Company expects to incur further losses through the end of 2025.

date the Company has been funding operations primarily through the reinvestment of free cash flows generated from its business operations,

sale of equity in private placements, convertible debt instruments and revenues generated by the Company’s services.

nine months ended September 30, 2025, the Company received $ 2.5 million in proceeds from the issuance of convertible notes (the “PIPE

Convertible Notes”), net of $ 280,000 in original issue discounts, from a PIPE Convertible Note and $ 4,999,500 in proceeds from

the exercise of Series A Preferred warrants.

on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development and corresponding

level of expenditure for at least twelve months from the date of the issuance of these consolidated financial statements, although no

assurance can be given that it will not need additional funds prior to such time.

accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally

accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the

realization of assets and satisfaction of liabilities in the normal course of business.

The carrying amounts of assets and liabilities

presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement

The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary

should the Company be unable to continue as a going concern.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation and Principles of Consolidation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and in conformity with

the instructions on Form 10-Q and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned

All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated

financial statements reflect all adjustments consisting of normal recurring accruals, which are, in the opinion of management, necessary

for a fair presentation of such statements.

The results of operations for the three and nine months ended September 30, 2025, are not

necessarily indicative of the results that may be expected for the entire year.

The significant accounting policies used in preparing

these unaudited condensed consolidated are consistent with those described in the audited financial statements included in the Company’s

Form 10-K for the year ended December 31, 2024, except as disclosed below.

These unaudited financial statements and related should be

read in conjunction with the Company’s audited financial statements for the year ended December 31, 2024, included in the Company’s

Annual Report on Form 10-K filed with the SEC on April 15, 2025.

significant accounting policies of ours are described in Note 2 to the audited consolidated financial statements included in our Annual

Report on Form 10-K for the fiscal year ended December 31, 2025.

The following policies are either new to the Company or have been updated

to reflect changes in the current period.

of Presentation

accompanying unaudited condensed consolidated financial statements of TruGolf have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”) for interim financial information and with

Article 8 of Regulation S-X and the related rules and regulations of the U.S.

Securities and Exchange Commission (the

These interim unaudited condensed financial statements should be read in conjunction with those audited

financial statements included in the Form 10-K, as filed with the SEC on April 15, 2026 (“Form 10-K”).

In the opinion of

management, all adjustments considered necessary for a fair presentation of the financial statements, consisting of normal recurring

accruals, have been made.

Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results

that may be expected for the entire year.

Reclassifications

reclassifications have been made to the unaudited condensed consolidated financial statements for the three and nine months ended September

30, 2024 to conform to the unaudited condensed consolidated financial statement presentation for the three and nine months ended September

These reclassifications had no effect on net loss or cash flows as previously reported.

Performance Obligations

of September 30, 2025, approximately $ 6.2 million of revenue is expected to be recognized from remaining performance obligations.

Company expects to recognize 100 % of this revenue over the next 12 months.

Disaggregated

OF DISAGGREGATED REVENUE

Three Months Ended September 30,

Golf Simulators (1)

Content Software Subscriptions

Franchise Revenue

Total net revenue

items such as hardware and proprietary perpetual licenses

items such as shipping income and installation income

Nine Months Ended September 30,

Golf Simulators (1)

Content Software Subscriptions

Franchise Revenue

Total net revenue

items such as hardware and proprietary perpetual licenses

items such as shipping income and installation income

3 – EARNINGS PER SHARE BASIC AND DILUTED

following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they

would be anti-dilutive:

SCHEDULE OF POTENTIAL DILUTIVE SHARES

reclassifications within the balance sheets and statements of operations have been made to the prior period’s financial statements to

conform to the current period financial statement presentation.

There is no impact in total on the results of operations and cash flows

in all periods presented.

Issued Accounting Pronouncements Not Yet Adopted

September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software,” which modernizes the guidance for capitalizing internal-use

software costs to better reflect contemporary software development practices, including agile and iterative methodologies.

The amendments

remove all references to prescriptive project stages from the existing three-stage framework and replace them with a principles-based

approach under which an entity begins capitalizing software costs when two criteria are met:

(1) management has authorized and committed

to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform its

intended function.

The standard also supersedes the existing guidance on website development costs under Subtopic 350-50 and incorporates

those costs into the Subtopic 350-40 framework, and requires capitalized internal-use software costs to comply with the disclosure requirements

of ASC 360-10, Property, Plant, and Equipment.

ASU 2025-06 is effective for all entities for annual reporting periods beginning after

December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted, and the standard

may be applied on a retrospective, prospective, or modified retrospective basis.

The Company is currently evaluating the impact this

standard will have on its financial statements.

November 2024, the FASB issued ASU 2024-03, “ Income Statement – Reporting Comprehensive Income – Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ,” which requires the disaggregated disclosure of

specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each

relevant expense caption presented on the statement of operations.

The standard also requires disclosure of qualitative description of

the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount

of selling expenses and an entity’s definition of selling expenses.

ASU 2024-03 is effective for annual periods beginning after

December 15, 2026, and interim periods beginning after December 15, 2027.

The Company is currently evaluating the impact this standard

will have on its financial statements.

3 – NET LOSS PER SHARE

net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares

outstanding during the period.

Diluted net loss per share is the same as basic net loss per share for the periods presented because all

potentially dilutive securities were anti-dilutive.

dilutive securities excluded from the computation of diluted net loss per share consisted of the following:

POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF DILUTED NET LOSS PER SHARE

Three Months Ended

September 30,

Nine Months Ended

September 30,

Options to purchase Common Stock

PIPE Convertible Notes (1)

Stock options

Series A preferred shares (1)

Common stock – Series A preferred warrants

Common Stock - Series A Warrants

Common Stock - Series B warrants

Earnout shares

Underwriter warrants

Weighted Average Number of Shares Outstanding

PIPE convertible notes (2)

Common stock – Series A warrants

Common stock – Series B warrants

not include shares for make-whole conversion provisions based on variable floating factors that were not determinable as of March

not include shares for interest or make-whole amounts as the number of shares is undeterminable since the calculation is based on

variable floating factors.

4 – ACCOUNTS RECEIVABLE

receivable and allowance for credit losses consisted of the following:

SCHEDULE OF ALLOWANCE FOR CREDIT LOSSES

September 30,

Trade accounts receivable

Accounts receivable

Less allowance for credit losses

( 1,478,000 )

( 1,470,868 )

Total accounts receivable, net

5 – INVENTORY, NET

following summarizes inventory:

SCHEDULE OF INVENTORY

September 30,

Inventory - raw materials

Less reserve allowance for obsolescence

Inventory, net

6 – PROPERTY AND EQUIPMENT, NET

following summarizes property and equipment:

OF PROPERTY AND EQUIPMENT

September 30,

Software and computer equipment

Furniture and fixtures

Property and equipment, gross

Less accumulated depreciation

Total property and equipment, net

Company recorded depreciation expense was $ 14,670 and $ 7,469 and $ 42,258 and $ 42,753 for the three and nine months ended September 30,

2025 and 2024, respectively.

following summarizes capitalized software development costs as of September 30, 2025 and December 31, 2024:

4 – CAPITALIZED SOFTWARE

software development costs consist primarily of costs incurred for the development and enhancement of the Company’s proprietary

software platform, E6 GOLF.

following summarizes capitalized software development costs as of March 31, 2026:

SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Capitalized software, net - beginning balance, December 31, 2024

Capitalized software development costs - 2025

Capitalized software, net – December 31, 2025

Software development costs capitalized

Less accumulated amortization

Capitalized software

development costs, net

Company recorded amortization of capitalized software costs of $ 317,912 and $ 163,952 , and $ 751,966 and $ 279,001 for the three and nine

months ended September 30, 2025 and 2024, respectively.

7 – ACCRUED AND OTHER CURRENT LIABILITIES

and other current liabilities consist of the following amounts:

SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES

September 30,

Accrued payroll

Warranty reserve

Sales tax payable

Other accrued liabilities

Total accrued and other current liabilities

liabilities and other current liabilities assumed in Merger:

SCHEDULE OF ACCRUED LIABILITIES AND OTHER CURRENT LIABILITIES ASSUMED IN MERGER

Accrued tax payable

Total accrued and other current liabilities assumed in Merger

8 – NOTES PAYABLE

payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

September 30,

Note payable - Ethos Management Inc.

Note payable - Mercedez-Benz

Less current portion

Note payable long-term portion

Management Inc.

January 2023, the Company entered into a financing agreement with Ethos Asset Management Inc.

(the “Ethos Loan” or “Ethos”)

in the principal amount of up to $ 10 million.

Pursuant to the terms of the Ethos Loan, the Company may draw down financing proceeds equal

to $ 833,333 each month beginning in April 2023, up to the $ 10 million amount.

Interest associated with the Ethos Loan is fixed at 4 %

per annum and has a 3 three-year grace period for principal and interest payments.

Annual principal and interest payments will commence

in 2027 and continue through 2034 .

As a condition to funding, the Company provided Ethos with a $ 1,875,000 deposit as collateral (the

“Deposit Collateral”) for the note.

Ethos Loan stipulates that fundings should happen approximately every 30 banking days, subject to Ethos completing periodic internal

audits to ensure the Company was in compliance with the terms of the loan agreement.

In August 2023, Ethos informed the Company that

unrelated to the Company, Ethos was undergoing a routine audit of its portfolio, and pending the close of the audit, borrowers may experience

delays in drawing on funds when requested.

In February 2024, due to the lack of additional fundings and in accordance with the terms

of the Ethos Loan, the Company sent Ethos a notice of termination for materially breaching the Ethos Loan agreement.

Based on the termination

for default clause in the Ethos Loan, the Company was entitled to retain all funds disbursed by Ethos and Ethos must release the Deposit

At the date of the Ethos Loan termination the principal and accrued interest owed on the Ethos Loan was $ 2,383,059 and $ 81,560 ,

Capitalized software – March 31, 2026

amortization expense for the three months ended March 31, 2026 and 2025, was $ 469,213 and $ 100,000 ,

respectively.

As a result of the Ethos Loan termination, the outstanding principal and accrued interest was offset by the Deposit Collateral

leaving $ 589,619 , which is included in Accrued and other current liabilities on the unaudited condensed consolidated balance sheets at

September 30, 2025 and December 31, 2024, respectively (See Note 7 – Accrued and Other Current Liabilities ).

Mercedes-Benz

November 2020, the Company entered into a $ 59,545 , 5.90 % annual interest rate note payable with Mercedez-Benz for a delivery van.

note matures on November 20, 2026 , and is secured by the van.

The Company makes a monthly payment of $ 908 , which includes both principal

and interest.

The outstanding principal on the note at September 30, 2025 and December 31, 2024, was $ 12,289 and $ 19,733 , respectively.

9 – PIPE CONVERTIBLE NOTES

previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its Quarterly Report

on Form 10-Q for the quarter ended March 31, 2025, the Company entered into a securities purchase agreement with accredited investors

for the issuance of PIPE Convertible Notes and Warrants.

the nine months ended September 30, 2025, the Company converted an aggregate principal amount of $ 1,558,000 and $ 1,082,194 in accrued

and make-whole interest related to the PIPE Convertible Notes into 142,308 shares of the Company’s Class A common stock.

July 21, 2025, pursuant to the PIPE Exchange Agreements, the Company exchanged the outstanding $ 3,938,311 of principal related to the

PIPE Convertible Notes in exchange for (i) 3,938 shares of the Company’s Series A Preferred Stock and (ii) the Company agreed to

extend the expiration date of the Series A Preferred Warrants held by such holders by two years .

Convertible Notes payable consisted of the following:

OF PIPE CONVERTIBLE NOTES PAYABLE

Total PIPE Convertible Notes, net at December 31, 2024

PIPE Convertible Notes issued

Debt Discount associated with OID

PIPE Convertible Notes, net

Gross PIPE Convertible Note principal converted into Class A common stock

( 3,213,000 )

Accretion of debt discount

Exchange for Series A Preferred Stock

( 3,734,990 )

Total PIPE Convertible Notes, net at September 30, 2025

the three and nine months ended September 30, 2025 and 2024, amortization expense related to the Debt Discount of the PIPE Convertible

Notes was $ 0 and $ 23,250 and $ 359,037 and $ 47,447 , respectively.

The principal balance of the PIPE Convertible Notes, net of Debt Discounts,

and accrued interest related to the PIPE Convertible Notes at September 30, 2025, was $ 0 and $ 0 , respectively.

The principal balance

net of Debt Discounts and accrued interest related to the PIPE Convertible Notes at December 31, 2024, was $ 4,068,953 and $ 154,500 , respectively.

Exchange Agreements

April 22, 2025, the Company entered into Exchange Agreements, (the “Exchange Agreements” and each, an “Exchange Agreement”),

by and among the Company and each of the PIPE Convertible Note holders (the “Holders”)., pursuant to which each such Holder

would exchange (i) the amounts remaining outstanding under the PIPE Convertible Notes and certain other amounts outstanding with respect

thereto in the aggregate amount (the “Note Exchange”), and (ii) the PIPE Warrants.

Pursuant to the Exchange Agreements, on

the effective date of the Exchange Agreements, which was April 22, 2025, the PIPE Warrants were exchanged, in reliance on the exemption

from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), into an aggregate

of 1,885 shares of the Company’s newly created Series A preferred stock (the “Series A Preferred Stock”, and (ii) warrants

to purchase up to 37,033 shares of Series A Preferred Stock (the “Series A Preferred Warrants”).

to the Exchange Agreements, on the closing of the Note Exchange the amounts owing under the PIPE Convertible Notes were to be exchanged

into share of the Company’s Series A Preferred Stock.

From the date of the Exchange Agreements until the date of the Note Exchange,

the conversion price of the PIPE Convertible Notes was reduced to $ 1.00 per share, which was then adjusted to $ 50.00 per share as a result

of the Reverse Stock Split.

See Note 13 – Stockholders’ Equity for the impact on the Company’s equity instruments.

10 – RELATED PARTY NOTES AND LOANS PAYABLE

5 – RELATED PARTY TRANSACTIONS

party notes payable consisted of the following:

SCHEDULE OF RELATED PARTY NOTES PAYABLE

September 30,

Note payable - ARJ Trust

Note payable - McKettrick

Note payable - Carver

Loan - Chris Jones

3 unchanged sentences

( 2,250,000 )

Note payable long-term portion

maturities of related party notes and loan payables as of September 30, 2025:

SCHEDULE OF FUTURE MATURITIES OF RELATED PARTY NOTES PAYABLE

Note payable to relates parties long-term portion

December 2008, the Company entered into a note payable with ARJ Trust, a trust that is indirectly controlled by the Company’s chief

executive officer.

The note has a principal amount of $ 500,000 , an interest rate of 8.50 % per annum, and a maturity date of March 31,

The note had a principal amount of $ 500,000 , an interest rate of 8.50 % per annum, and an amended maturity date of

September 30, 2026 .

The Company is required to make monthly interest-only payments of $ 3,541 .

1 unchanged sentence

The note has a principal amount of $ 150,000 , an interest rate

of 8.50 % per annum, and a maturity date of March 31, 2024 .

The Company is required to make monthly interest-only payments of $ 1,063 .

March 31, 2024 , the maturity date of the notes was extended to March 31, 2025 .

On March 31, 2025 , the maturity date of the notes was

extended to September 30, 2025 .

Company made interest-only payments of $ 4,604 and $ 41,436 during the nine months ended September 30, 2025 and 2024, respectively.

The principal balance of the notes was $ 650,000

at both September 30, 2025 and December 31, 2024.

May 2019, the Company entered into a $ 1,750,000 , zero interest rate note payable with a former shareholder to repurchase all their owned

shares in the Company.

The note is payable in annual installments of $ 250,000 due on December 21 of each year.

The note matures on December

If the annual installment is not paid within 10 days of the due date a late fee of 5% is charged .

The principal balance of the

note payable was $ 800,000 at both September 30, 2025 and December 31, 2024.

January 2021, the Company entered into a $ 222,000 , zero interest rate note payable with a former shareholder to repurchase all their

owned shares in the Company.

The note is payable in semi-annual installments of $ 18,500 due on March 31 and September 30 each year and

matures on October 1, 2027 .

The Company made the required installments totaling $ 18,500 for the three months ended March 31, 2025 and

September 30, 2025.

The principal balance of the note payable was $ 74,000 and $ 111,000 at September 30, 2025 and December 31, 2024, respectively.

the year ended December 31, 2024, the Company chief executive officer loaned the Company an aggregate of $ 2 million for operating expenses.

of 8.50 % per annum, and an amended maturity date of September 30, 2026 .

The Company is required to make monthly interest-only payments

Company made interest-only payments of $ 13,812 during the three months ended March 31, 2026 and 2025, respectively.

The principal balance

of the notes was $ 650,000 at March 31, 2026 and December 31, 2025.

the year ended December 31, 2024, the Company chief executive officer loaned the Company an aggregate of $ 2

million for operating expenses.

The loaned amount has a zero interest rate and no stated maturity date.

The Company made $ 350,000 in payments towards the loan during

the nine months ended September 30, 2025, however, the Company expects to pay back the loan in full.

The principal balance of the loan

payable was $ 1,650,000 and $ 2,000,000 at September 30, 2025 and December 31, 2024, respectively.

11 – LINES OF CREDIT

December 2023, the Company entered into a $ 2,000,000 variable rate line of credit with JPMorgan.

The purpose of the new line of credit

was to consolidate the balances outstanding on the note payable and the previous line of credit, which had matured.

The line of credit

matured on December 31, 2024 .

The line of credit had an annual interest rate of the Adjusted SOFR (Secured Overnight Financing Rate)

Rate plus 3.00 %.

January 1, 2025, the maturity date of the line of credit was extended to December 31, 2025 .

Upon the maturity date extension the annual

interest rate was increased to the Adjusted SOFR Rate plus 3.50 %.

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

The outstanding

principal balance on the line of credit was $ 802,738 at September 30, 2025 and December 31, 2024.

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

held in our brokerage account.

The Company terminated the brokerage agreement during the year ended December 31, 2024, liquidated the

vast majority of its investments and has $ 10,114 recorded in cash and cash equivalents on its unaudited condensed consolidated balance

sheet as of September 30, 2025 and December 31, 2024.

12 – DIVIDEND NOTES PAYABLE

to the Merger, TruGolf Nevada filed its tax returns as an S Corporation.

Historically, all income tax liabilities and benefits of TruGolf

Nevada are passed through to the shareholders annually through distributions.

No dividends were declared during 2023 or 2022.

2021, the Board of Directors declared $ 7,395,694 in dividends to the shareholders, payable in cash as the Company’s liquidity allows.

During 2022, TruGolf Nevada paid the shareholders an aggregate amount of $ 1,965,706 .

In November 2022, each shareholder agreed to defer

the accrued dividends payable by entering into 6.00 % interest rate dividend notes payable.

All outstanding and accrued interest is due

and payable when the dividend notes payable mature on December 31, 2025.

Interest commenced accruing on January 1, 2023.

April 21, 2025, the Company entered into agreements with the shareholders owed approximately $ 3.9 million in outstanding dividends notes

payable, pursuant to which each shareholder converted all of their outstanding amounts payable into (i) 84,662 shares of the Company’s

Class A common stock, with respect to approximately $ 1.3 million in principal and interest and (ii) 165,663 shares of the Company’s

Class B common stock with respect to approximately $ 2.6 million in principal and interest.

declared, distributed, and accrued are as follows:

SCHEDULE OF DIVIDENDS DECLARED, DISTRIBUTED, AND ACCRUED

September 30,

Accrued interest on dividends payable

Dividends payable

13 – STOCKHOLDERS’ DEFICIT

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

A Convertible Preferred Stock

April 22, 2025, in connection with the signing of the Exchange Agreements, see Note 9 – PIPE Convertible Notes , the Company

designated 50,000 shares of the Company’s authorized and unissued preferred stock as Series A Convertible Preferred Stock (Series

A Preferred).

share of Series A Preferred has a stated value of $ 1,000 per share.

The Series A Preferred, with respect to dividends, distributions

and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company.

of Series A Preferred will be entitled to 10% per annum dividends, payable in cash or shares of Class A common stock, provided that if

the shares of Class A common stock are utilized to pay the dividends then the dividend rate will be recalculated to 15%.

Preferred had a conversion rate of $ 6.31 per share and convert into Class A common stock.

On each six-month anniversary of the initial

issuance date of the Series A Preferred conversion price adjusted to the closing price of the Class A common stock on such date.

22, 2025, the conversion price was adjusted to $ 2.16 pursuant to such provisions.

of September 30, 2025 and December 31, 2024, there were 8,189 and 0 shares of Series A Preferred issued and outstanding.

A Common Stock

Class A Common Stock has voting rights of 1 vote per share and votes as a single class together with the Class B Common Stock.

B Common Stock

Class B Common stock has voting rights of 25 votes per share, and votes as a single class together with the Class A Common Stock.

Transactions During the Period

The Company made no payments

toward the loan during the three months ended March 31, 2026.

During the year ended December 31, 2025, the Company repaid $ 400,000

of principal.

The principal balance of the loan payable was $ 1,600,000

at March 31, 2026 and December 31, 2025.

6 – STOCKHOLDERS’ EQUITY

A Convertible Preferred Stock

April 22, 2025, in connection with the signing of the Exchange Agreements, see Note 9 – PIPE Convertible Notes , the Company

issued an aggregate of 1,885 shares of Series A Convertible Preferred Stock with a fair value of $ 2,742 per share.

See Note 15 –

Fair Value Measurements for more information on the Company’s valuation methodology.

July 21, 2025, in connection with the Exchange Agreements, the Company issued an aggregate of 3,938 shares of Series A Convertible Preferred

Stock to PIPE Convertible Note holders for the exchange of PIPE Convertible Notes with an aggregate stated value of $ 3,938,311 (representing

100% of the remaining PIPE Convertible Notes).

July 21, 2025, the Company issued 5,555 shares of Series A Convertible Preferred Stock for the exercise of Series A Preferred Warrants

and cash proceeds of $ 5 million.

A Common Stock

the three months ended September 30, 2025, the Company issued an aggregate of 505,434 shares of Class A Common Stock with a fair value

of $ 6.31 per share for the conversion of 3,189 shares of Series A Convertible Preferred Stock.

the three months ended September 30, 2025, the Company issued an aggregate of 578,468 shares of Class A Common Stock with fair values

ranging from $ 3.50 - $ 5.36 per share to Series A Convertible Preferred Share holders in lieu of cash for unpaid dividends.

There were no Class A Common Stock during the three months ended September

and Option Valuation

Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model.

The expected term for

warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors

is the estimated period of time that options granted are expected to be outstanding.

The Company utilizes the “simplified”

method to develop an estimate of the expected term of “plain vanilla” employee option grants.

The Company is utilizing an

expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of

the instrument being valued, of similarly positioned public companies within its industry.

The risk-free interest rate was determined

from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument

being valued.

A Preferred Warrants

Series A Preferred Warrants were issued during the three months ended September 30, 2025.

applying the Black-Scholes option pricing model to the Series A Preferred Warrants, the Company used the following assumptions:

SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANTS

the Nine Months Ended

September 30, 2025

Risk free interest rate

Expected term (years)

Expected volatility

Expected dividends

the nine months ended September 30, 2025, in connection with the signing of the Exchange Agreements, see Note 9 – PIPE Convertible

Notes , PIPE Warrant holders exchanged their outstanding 28,182 Series A Warrants and 31,000 Series B Warrants for Series A Preferred

Warrants to purchase 37,033 shares of Series A Preferred Stock.

The Series A Preferred Warrants are immediately vested, have an exercise

price of $ 900 , and have a grant date fair value of $ 482,701 .

summary of the Series A Warrant Activity during the nine months ended September 30, 2025, is presented below:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, December 31, 2024

Outstanding, September 30, 2025

Exercisable, September 30, 2025

A and Series B Warrant

summary of the warrant activity during the nine months ended September 30, 2025, is presented below:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, December 31, 2024

Outstanding, September 30, 2025

Exercisable, September 30, 2025

14 – STOCK-BASED COMPENSATION

Company accounts for its stock-based compensation in accordance with the fair value recognition of ASC 718.

Stock Incentive Plan

Company did not grant options during the three months September 30, 2025 or 2024.

Compensation-based

stock option activity for qualified and unqualified stock options are summarized below:

SCHEDULE OF OPTION ACTIVITY

Life In Years

Outstanding, December 31, 2024

Outstanding, September 30, 2025

Exercisable, September 30, 2025

following table summarizes information about options to purchase shares of the Company’s Class A common stock outstanding and exercisable

at September 30, 2025:

SCHEDULE OF STOCK OPTIONS OUTSTANDING AND EXERCISABLE

Options Outstanding

Options Exercisable

Exercise Price

Life In Years

compensation expense related to options was $ 3,342 and $ 10,025 for the three and nine months ended September 30, 2025.

As of September

30, 2025, there was future compensation cost of $ 1,114 with a weighted average recognition period of 0.25 years.

aggregate intrinsic value totaled $ 0 and was based on the Company’s closing stock price of $ 2.42 as of September 30, 2025, which

would have been received by the option holders had all option holders exercised their options as of that date.

Compensation Expense

following table presents information related to stock-based compensation expense:

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

Three Months Ended

Unrecognized at

Weighted Average

September 30, 2025

Amortization Period

General and administrative

the Nine Months Ended

Unrecognized at

Weighted Average

September 30, 2025

Amortization Period (Years)

General and administrative

15 – FAIR VALUE MEASUREMENTS

value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of

and during the nine months ended September 30, 2025.

The carrying amounts of cash equivalents, accounts receivable, other current assets,

other assets, accounts payable, and accrued expenses approximated their fair values as of the nine months ended September 30, 2025, due

to their short-term nature.

following table sets forth a summary of the Company’s assets and liabilities that are measured at fair value on a recurring basis:

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES ON A NONRECURRING BASIS

September 30, 2025

December 31, 2024

Fair Value Level 1

Cash Equivalents

Money market funds

Total debt investments

Company is party to two leases:

(i) office space in Centerville, Utah (the “Centerville Lease”) and (ii) a warehouse in North

Salt Lake City, Utah (the “SLC Lease”).

The Centerville lease is scheduled to expire in May 2028 and the SLC Lease is scheduled

to expire in November 2025.

There were no material changes to the Company’s lease arrangements during the nine months ended September

Additional information regarding the Company’s lease arrangements is included in Note 20 – Leases the consolidated

financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated

incremental borrowing rate at lease inception point.

The weighted average incremental borrowing rate applied was 8.39 %.

As of September

30, 2025, the Company’s leases had a remaining weighted average term of 1.65 years.

following table presents net lease cost and other supplemental lease information:

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

September 30,

Operating lease cost (cost resulting from lease payments)

Net lease costs

Operating lease - operating cash flows (fixed payments)

Operating lease - operating cash flows (liability reduction)

Non-current leases - right-of-use assets

Current liabilities - operating lease liabilities

Non-current liabilities - operating lease liabilities

minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the nine months ended

September 30, 2025, are as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER OPERATING LEASES

Operating Leases

Total future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

April 22, 2025, in connection with the execution of certain exchange agreements, the Company designated 50,000 shares of authorized and

unissued preferred stock as Series A Convertible Preferred Stock.

Upon completion of the Redomestication, the Series A Convertible Preferred Stock was converted into Series A Convertible

Preferred Stock of the redomesticated entity on the same terms (“Series A Preferred”).

share of Series A Preferred has an initial stated value of $ 1,000 per share, subject to adjustment in accordance with the Company’s Articles of Incorporation, including for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations,

subdivisions and similar events.

The Series A Preferred ranks senior to the Company’s common stock with respect to dividends, distributions,

and payments upon liquidation, dissolution, and winding up the Company.

Series A Preferred accrues cash dividends at a rate of 10 %

Dividends may be paid in cash, shares of the Company’s Class A common stock at a rate of 15% per annum, through increases to the stated value

of the Series A Preferred (“Capitalized Dividends”), or in a combination thereof, subject to the terms of the

Articles of Incorporation.

The conversion amount of the Series A Preferred may also include certain additional amounts, make-whole

amounts and other amounts payable pursuant to the Articles of Incorporation.

The increase in the gross stated value of the Series A

Preferred primarily relates to capitalized dividends and other adjustments pursuant to the Articles of Incorporation.

conversion price of the Series A Preferred is subject to periodic reset provisions based on the market price of the Company’s

Class A common stock.

The Series A Preferred also contains anti-dilution and stock combination event adjustment provisions, including adjustments

based on an “Event Market Price,” as defined in the Articled of Incorporation, which may affect the conversion price and the

number of shares issuable upon conversion.

In connection with the Company’s 2026 reverse stock split, the conversion price was

proportionately adjusted to $ 21.60

As of March 31, 2026, certain market Event Price calculations remained subject to determination based on post-event

measurement periods due to the 2026 Reverse Stock Split.

On April 22, 2026, the conversion price was adjusted to $ 2.76 per share pursuant

to the reset provisions.

Upon the voluntary conversion by the holders of the Series A Preferred, in addition to the issuance of Class A common

stock issuable upon conversion of the stated value of the Series A Preferred, the Company shall issue to the holders of Class A common

stock all dividends that would otherwise have accrued on such Series A Preferred is such share were held until the five-year anniversary

of issuance (the “Make-Whole Amount”).

The Make-Whole Amount is convertible into Class A common stock at the “Alternate

Conversion Price” which is equal to the lesser of (i) the conversion price, and (ii) 90% of the lowest volume weighted average price

(“VWAP”) of the Class A common stock during the five consecutive trading days immediately prior to such conversion (subject

to the Floor Price of $ 35.00 (the “Floor Price”)) (the “Alternate Conversion Price”).

If at the time of a conversion

the Alternate Conversion Price is determined to the Floor Price because such Floor Price is greater than 90% of the then five-day VWAP

of a share of Class A common stock, then the Conversion Amount, is automatically increased pro rata, by the applicable Alternate Conversion

Floor Amount.

The “Conversion Amount” means, on any date, the sum of (1) the stated value plus (2) any declared and unpaid

dividends on the Series A Preferred plus (3) the Make-Whole Amount, if any, plus (4) any other amounts owed to such holder.

The “Alternate

Conversion Floor Amount” means an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price that

the Class A common stock trades at on the trading day immediately preceding the relevant date and (II) the applicable Alternate Conversion

Price and (B) the difference obtained by subtracting (I) the number of shares of Class A common stock delivered to such holder from (II)

the quotient obtained by dividing (x) the applicable Conversion Amount, by (y) the applicable Alternate Conversion Price without giving

effect to the Floor Price.

Conversion of Series A Preferred Stock

the three months ended March 31, 2026, the Company issued an aggregate of 129,616 shares of Class A common stock with fair values ranging

from $ 8.08 - $ 21.60 per share for the conversion of 1,349 shares of Series A Preferred Convertible Stock.

the three months ended March 31, 2026, the Company issued an aggregate of 97,212 shares of Class A common stock with fair values ranging

from $ 8.08 - $ 21.60 per share to Series A Preferred Convertible shareholders in lieu of cash for unpaid dividends.

the three months ended March 31, 2026, the Company reversed the conversion of 62 shares of Series A Preferred Stock into 8,721 shares

of Class A common stock that had previously been reflected as converted as of December 31, 2025.

Subsequent to year end, the related

conversion transactions were cancelled because the corresponding Class A common stock were not issued or delivered to the holders.

a result, during the three months ended March 31, 2026, the Company reversed the previously recorded conversion entries and reinstated

the applicable preferred stock balances.

The reversal resulted primarily in reductions to the Class A common stock and additional paid-in

capital and a corresponding adjustment to accumulated deficit associated with the reversal of amounts previously recorded pursuant to

the make-whole provisions of the Series A Preferred Stock conversion terms.

Company evaluated the impact of the cancelled conversions on its previously issued financial statements, including the earnings per share,

and concluded that the impact was not material.

7 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Company’s revenues are disaggregated based on revenue type, including (i) golf simulators, (ii) content software subscriptions,

(iii) franchise revenue, and (iv) other.

Company’s net revenues for the three months ended March 31, 2026 and 2025, are disaggregated as follows:

OF DISAGGREGATION OF REVENUES

Three Months Ended March 31,

Golf Simulators (1)

Content Software Subscriptions

Franchise Revenue

Total net revenue

items such as hardware and proprietary perpetual licenses.

items such as shipping income and installation income.

8 – SEGMENT INFORMATION

10 unchanged sentences

see below for disaggregated amounts that comprise consulting, contract labor, personnel, business development, royalty, and marketing

OF REVENUE BY SEGMENT INFORMATION

For The Three Months Ended

September 30,

Consulting expenses

Contract labor

Personnel expenses

Business development expenses

Royalty expenses

Marketing expenses

Other expenses *

Total operating expenses

Other expenses is materially

comprised of rent, insurance, stock-based compensation, depreciation and amortization, licenses, dues and subscriptions, travel and

entertainment, and merchant fees.

For The Nine Months Ended

September 30,

SCHEDULE OF REVENUE BY SEGMENT INFORMATION

Three Months Ended March 31,

Consulting expenses

2 unchanged sentences

Business development expenses

Royalty expenses

Marketing expenses

1 unchanged sentence

Total operating expenses

Other expenses is materially

comprised of rent, insurance, stock-based compensation, depreciation and amortization, licenses, dues and subscriptions, travel and

entertainment, and merchant fees.

expenses materially comprised of rent, insurance, stock-based compensation, depreciation and amortization, licenses, dues and subscriptions,

travel and entertainment, and merchant fees.

9 – COMMITMENTS AND CONTINGENCIES

are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer

or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder

is a party adverse to the Company, or has a material interest adverse to the Company.

19 – CONCENTRATION OF CREDIT RISK

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits.

Accounts at each

institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

As of September 30, 2025 and

December 31, 2024, the Company had approximately $ 12,051,504 and $ 9,662,000 , respectively, in excess of the FDIC insured limit.

time to time, the Company may become involved in claims and legal proceedings arising in the ordinary course of business .

is not currently aware of any matters that are expected to have material adverse effect on the Company’s financial position, results

of operations, or cash flows.

10 – SUBSEQUENT EVENTS

of Common Stock

to September 30, 2025, the Company issued an aggregate of 240,029 shares of Class A Common Stock with fair values ranging from $ 2.16

- $ 6.31 per share for the conversion of 550 shares of Series A Preferred Convertible Stock.

to September 30, 2025, the Company issued an aggregate of 165,873 shares of Class A Common Stock with fair values ranging $ 2.16 - $ 3.50

per share Series A Convertible Preferred Share holders in lieu of cash for unpaid dividends.

Appointment of Chief Financial Officer

On May 1, 2026, the Company entered into an employment letter (the “Employment Letter”) with Steven Passey

to serve as the Company’s Chief Financial Officer effective May 20, 2026.

The Employment Letter provides for an initial annual base

salary of $ 225,000 for the initial three months, increasing to $ 250,000 thereafter, and eligibility for annual equity grants under the

Company’s stock incentive plans, as determined by the Compensation Committee of the Board of Directors.

Passey is entitled to

participate in the Company’s benefit plans and programs for similarly situated executives, expense reimbursement in accordance with

Company policy, and other standard benefits.

Issuance of Common Stock

Subsequent to March 31, 2026, the Company issued an

aggregate of 258,636 shares of Class A common stock with fair values ranging from $ 2.76 - $ 21.60 per share for the conversion of 1,003

shares of Series A Preferred Convertible Stock.

Subsequent to March 31, 2026, the Company issued an aggregate of 194,047 shares of Class A common stock with fair

values ranging from $ 2.76 - $ 21.60 per share to Series A Preferred Convertible shareholders in lieu of cash for unpaid dividends.

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