What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-20 · 303 added, 239 removed, 194 unchanged (74% of the section changed)

1 unchanged sentence

HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEET

Current assets:

Cash and cash equivalents

Cash and cash

Restricted cash

1 unchanged sentence

Inventory, net

Prepaid expenses

Total current assets

Property and equipment, net

Capitalized software development costs, net

Property and equipment,

Capitalized software development

Right-of-use assets

Other long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

long-term assets

Liabilities and Stockholders’

Current Liabilities:

1 unchanged sentence

Deferred revenue

Notes payable, current portion

Notes payable to related parties

Notes payable, current

Notes payable to related

Notes payable, current portion

2 unchanged sentences

Accrued interest

Accrued and other current liabilities

Lease liability, current portion

Accrued and other current

liability, current portion

Total current liabilities

Non-current liabilities:

Note payables, net of current portion

Note payables, net of current

Gross sales royalty payable

Lease liability, net of current portion

Total Liabilities

Commitments and Contingencies

liability, net of current portion

Commitments and

contingencies (Note 9)

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

issued and outstanding, respectively.

Liquidation preference of $ 3,922,680

of March 31, 2026

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;

2,678 and 5,427 shares issued and outstanding, respectively.

preference of $ 614,016 as of June 30, 2026

Preferred stock, value

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

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

Common stock, $ 0.0001 par value, 100 million

shares authorized:

Common stock - Class A,

$ 0.0001 par value, 100 million shares authorized;

1,569,534 and 422,899 shares issued and outstanding, respectively

Common stock - Series B, $ 0.0001

par value, 10

million shares authorized;

Common stock - Class B,

$ 0.0001 par value, 1 million shares authorized;

19,999 shares issued and outstanding, respectively

Common stock, value

Treasury stock at cost, 9 shares of common stock held, respectively

Treasury stock at cost,

9 shares of common stock held, respectively

( 2,382,000 )

1 unchanged sentence

Additional paid-in capital

Accumulated deficit

( 48,245,588 )

( 41,076,500 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

stockholders’ equity

Total liabilities and

stockholders’ equity

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

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

March 31, 2026

March 31, 2025

Months Ended June 30,

Cost of revenue

2 unchanged sentences

Salaries, wages and benefits

Selling, general and administrative

Total operating expenses

general and administrative

operating expenses

Loss from operations

1 unchanged sentence

( 1,516,585 )

( 3,104,250 )

Other (expense) income:

2 unchanged sentences

( 1,516,874 )

Total other expense

( 3,007,568 )

Loss from operations before provision for income taxes

income (expense)

other expense

( 1,451,444 )

( 2,887,542 )

Loss from operations before provision for income

( 3,321,470 )

( 1,895,102 )

( 5,991,792 )

Provision for income taxes

1 unchanged sentence

$ ( 3,321,470 )

Net loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

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

$ ( 1,895,102 )

$ ( 5,991,792 )

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.

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Preferred Stock

Class A Common Stock

Class B Common Stock

Treasury Stock

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Balance at December 31, 2024

2 unchanged sentences

$ ( 4,640,781 )

Issuance of common stock for interest and make good

Issuance of common stock for conversion of notes

Stock-based compensation - options

Issuance of common stock for interest and make

Issuance of common stock for conversion of

Stock-based compensation-

( 2,670,322 )

4 unchanged sentences

$ ( 4,565,249 )

Issuance of common stock for PIPE interest

and make good

Issuance of common stock for conversion of

dividend note payable

Reverse stock split adjustment

Stock-based compensation - options

Issuance of Series A Preferred and associated

( 3,321,470 )

Balance as of June

$ ( 2,037,000 )

$ ( 27,147,288 )

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Balance at December 31, 2025

1 unchanged sentence

$ ( 41,076,500 )

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

Issuance of common stock for conversion of

Series A Preferred and dividends

( 2,043,300 )

6 unchanged sentences

$ ( 44,486,362 )

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

Issuance of common stock for conversion of

Series A Preferred and dividends

( 3,311,418 )

Cancelled preferred stock conversions

Balance as of June

$ ( 2,382,000 )

$ ( 48,245,588 )

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

HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

March 31, 2026

March 31, 2025

CONSOLIDATED STATEMENTS OF CASH FLOW

Months Ended June 30,

Cash flows from operating activities:

1 unchanged sentence

$ ( 5,991,792 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Amortization of convertible notes discount

Amortization of right-of-use asset

Stock issued for make good provisions on debt conversion

Stock options issued to employees

Amortization of convertible

notes discount

Amortization of right-of-use

Bad debt expense

Stock issued for make good

provisions on debt conversion

Stock options issued to

Changes in operating assets and liabilities:

1 unchanged sentence

Inventory, net

( 1,503,632 )

Prepaid expenses

3 unchanged sentences

Accrued interest payable

Accrued and other current liabilities

Lease liability

Net cash used in operating activities

Accrued and other current

Net cash used in operating

( 1,400,386 )

( 1,354,546 )

Cash flows from investing activities:

Purchases of property and equipment

Capitalized software, net

Purchases of property and

software, net

( 1,999,668 )

Net cash used in investing activities

( 1,568,778 )

Net cash used in investing

( 2,175,802 )

( 1,614,744 )

Cash flows from financing activities:

Proceeds from PIPE loans, net of discount

Proceeds from PIPE loans,

net of discount

Repayments of notes payable

Repayments of notes payable - related party

Repurchase of treasury stock

Net cash provided by (used in) financing activities

Net change in cash, cash equivalents and restricted cash

Repayments of notes payable to related party

of treasury stock

Net cash provided by (used

in) financing activities

Net change in cash, cash equivalents and restricted

( 4,094,914 )

Cash, cash equivalents and restricted cash - beginning of period

Cash, cash equivalents and restricted cash - end of period

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:

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

PIPE note principal converted to Class A Common Stock

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

Series A Convertible Preferred

Stock dividends converted to Class A Common Stock

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

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

HOLDINGS, INC.

14 unchanged sentences

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

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.

and the number of authorized shares of Class A common stock was reduced from 1,000,000,000

shares to 100,000,000

shares, and the number of authorized shares of Class B common stock was reduced from 10,000,000 shares to 1,000,000 shares.

share amounts have been retroactively adjusted for the Reverse Stock Split.

Proportionate

7 unchanged sentences

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.

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 “SEC”).

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 and

six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the entire year.

Reclassifications

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.

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

19 unchanged sentences

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.

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

5 unchanged sentences

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

Three Months Ended

Months Ended June 30,

Stock options

5 unchanged sentences

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.

Common stock - Series

not include shares for make-whole conversion provisions based on variable floating factors

that were not determinable as of June 30, 2026.

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 – 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:

software development costs consist primarily of costs incurred to develop and enhance of the Company’s proprietary software platform

E6 GOLF ® software platform.

Software development costs are capitalized when the capitalization criteria are met and are

amortized using the straight-line method over their estimated useful lives beginning when the related software is placed into service.

components of capitalized software development costs were as follows:

SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Capitalized software, net – December 31, 2025

Software development costs capitalized

Capitalized software

Less accumulated amortization

Capitalized software – March 31, 2026

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

respectively.

( 2,055,026 )

( 1,137,950 )

software costs, net

expense related to capitalized software development costs was $ 286,513 and $ 755,726 for the three and six months ended June 30, 2026,

respectively, compared with $ 332,758 and $ 433,058 for the three and six months ended June 30, 2025, respectively.

5– RELATED PARTY TRANSACTIONS

7 unchanged sentences

( 2,250,000 )

Note payable to relates parties long-term portion

Note payable long-term

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 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 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 .

2 unchanged sentences

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 Company is required to make monthly interest-only

payments of $ 1,063 .

Company made interest-only payments of $ 13,812 during the six months ended June 30, 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 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.

of the notes was $ 650,000 at June 30, 2026 and December 31, 2025.

Executive Officer

the year ended December 31, 2024, the Company’s Chief Executive Officer loaned the Company an aggregate of $ 2.0 million to fund operating

The loan bears no interest and has no stated maturity date.

During the six months ended June 30, 2026, the Company repaid an

additional $ 150,000 of principal.

The outstanding principal balance of the loan was $ 1,450,000 as of June 30, 2026, compared to the $ 1,600,000

as of December 31, 2025.

6 – STOCKHOLDERS’ EQUITY

2 unchanged sentences

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.

Upon completion of the Redomestication, these shares were converted

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

share of Series A Preferred has an initial stated value of $ 1,000 per share, subject to adjustment pursuant to the Company’s Articles

of Incorporation for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions

and similar events.

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

and upon liquidation, dissolution, and winding up.

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

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.

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.

based on an “Event Market Price,” as defined in the Articles 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 per share.

On April 22, 2026, the conversion price was adjusted to

$ 2.76 per share pursuant to the reset provisions.

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 if 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 be 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.

of Series A Preferred Stock

the three months ended June 30, 2026, the Company issued an aggregate of 928,528 shares of Class A common stock upon conversion of 1,331

shares of Series A Preferred.

During the six months ended June 30, 2026, the Company issued an aggregate of 1,058,144 shares of Class

A common stock upon conversion of 2,680 shares of Series A preferred.

The shares issued had fair values ranging from $ 8.08 to $ 21.60

the six months ended June 30, 2026, the Company issued an aggregate of 97,212 shares of Class A common stock to holders of Series

A Preferred in satisfaction of accrued dividends in lieu of cash.

No such shares were issued during the three months ended June 30, 2026.

Company also reversed the conversion of 62 shares of Series A Preferred that had previously been reflected as converted as of December

The related issuance of 8,721 shares of Class A common stock was subsequently cancelled because the shares were not issued

or delivered to the holders.

Accordingly, the Company reinstated the related preferred stock balances and reversed the previously recorded

conversion entries, resulting primarily in reductions to Class A common stock and additional paid-in capital, with a corresponding adjustment

to accumulated deficit related to amounts previously recognized under the make-whole provisions.

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

and concluded that the effect was not material.

7 – REVENUE FROM CONTRACTS WITH CUSTOMERS

1 unchanged sentence

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

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

Company’s net revenues for the three and six months ended June 30, 2026 and 2025, are disaggregated as follows:

OF DISAGGREGATION OF REVENUES

Three Months Ended March 31,

Months Ended June 30,

Golf Simulators (1)

5 unchanged sentences

8 – SEGMENT INFORMATION

Company currently operates as one business segment, which is also the sole reportable segment, focusing on the manufacturing and sales

Company currently operates as one business segment, which is also its sole reportable segment, focusing on the manufacturing and sale

of indoor golf simulators.

The Company’s business offerings have similar economic and other characteristics, including the nature

of products, manufacturing, types of customers, and distribution methods.

The determination of a single business segment is consistent

with the consolidated financial information regularly provided to the Company’s chief operating decision maker (“CODM”).

The Company’s CODM is its Principal Executive and Financial Officer and Director, who reviews and evaluates consolidated profit

and loss and total assets for the purpose of assessing performance, making operating decisions, allocating resources, and planning and

forecasting for future periods.

addition to the significant expense categories included within net loss presented on the Company’s Consolidated Statements of Operations,

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

SCHEDULE OF REVENUE BY SEGMENT INFORMATION

Three Months Ended March 31,

Consulting expenses

Contract labor

Personnel expenses

Business development expenses

Marketing expenses

Other expenses *

Total operating expenses

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

travel and entertainment, and merchant fees.

The Company’s business activities have similar economic and other characteristics, including the nature of

its products, manufacturing processes, types of customers, and distribution methods.

The determination of a single business segment is

consistent with the consolidated financial information regularly provided to the Company’s chief operating decision makers (“CODMs”).

The Company’s CODMs consist of its Principal Executive Officer, Director, and Principal Financial Officer, who collectively review and

evaluate consolidated profit and loss and total assets for the purpose of assessing performance, making operating decisions, allocating

resources, and planning and forecasting for future periods.

9 – COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

of operations, or cash flows.

10 – SUBSEQUENT EVENTS

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.

10 – SUBSEQUENT EVENT

to June 30, 2026, the Company repaid an additional $ 6,000 of principal on the loan from its Chief Executive Officer.

Following this payment,

the outstanding principal balance of the loan was $ 1,444,000 .

of Common Stock

to June 30, 2026, the Company issued an aggregate of 254,619 shares of Class A common stock with fair values ranging from $ 2.76 to $ 21.60

per share for the conversion of 115 shares Series A Preferred Convertible Stock.

July 24, 2026, a putative class action and shareholder derivative complaint captioned Parker LaChance, individually and on behalf

of all others similarly situated, and derivatively on behalf of TruGolf Holdings, Inc.

TruGolf Holdings, Inc.;

Christopher Jones;

Shaun Limbers;

Riley Russell;

Haynie & Company;

SandTrap Opportunities LLC;

ATW Opportunities

Master Fund II, L.P.;

ATW Partners Opportunities Management, LLC;

Kerry Propper;

and Antonio Ruiz-Giménez was filed against

the Company and certain of its current and former officers and directors, Haynie & Company, and certain

investor entities and individuals in the United States District Court for the District of Utah, Case No.

2:26-cv-00695.

The plaintiff,

Parker LaChance, purports to bring the action individually and on behalf of a putative class of persons who purchased or otherwise acquired

the Company’s Class A common stock between September 10, 2025 and May 20, 2026, and derivatively on behalf of the Company.

complaint alleges, among other things, that the Company’s registration statements, proxy statements, and periodic reports contained material

misstatements and omissions arising from certain financing transactions.

The complaint purports to assert claims for violation of Sections

11 and 15 of the Securities Act of 1933 against the Company, certain current and former officers and directors, and Haynie & Company;

violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder against the Company and certain officers

and directors in connection with proxy solicitations;

violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section

20(a) of the Exchange Act, against the Company and its Chief Executive Officer;

and, derivatively, claims for breach of fiduciary duty

against certain officers and directors, aiding and abetting breach of fiduciary duty against certain investor defendants, and unjust

enrichment in the alternative.

complaint seeks, among other relief, class certification, compensatory damages in an amount to be determined at trial together with prejudgment

interest, rescission or a rescissory measure of damages under the Securities Act claims to the extent available, damages to the Company

(including disgorgement of profits and other benefits) on the derivative claims, corporate governance reforms, an award of costs and

attorneys’ fees, and a jury trial.

Company believes it has meritorious defenses to the allegations and intends to defend the action vigorously.

At this stage of the proceeding,

the Company is unable to predict the outcome of this matter or estimate a range of reasonably possible loss, if any, and no amounts have

been accrued in connection with this matter as of the date of this filing.

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