UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 001-40970

TRUGOLF HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

85-3269086

State or Other Jurisdiction of

Incorporation or Organization

(I.R.S. Employer

Identification No.)

60 North 1400, West Centerville, Utah 84014

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 298-1997

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value		TRUG		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of November 13, 2025, the latest practicable date, 2,386,402 shares of Class A common stock and 200,000 shares of Class B common stock outstanding.

TRUGOLF HOLDINGS, INC.

FORM 10-Q

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

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	3

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	27

ITEM 4.	Controls and Procedures	27

PART II. OTHER INFORMATION		28

ITEM 1.	Legal Proceedings	28

ITEM 1A.	Risk Factors	28

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

ITEM 3.	Defaults Upon Senior Securities	30

ITEM 4.	Mine Safety Disclosures	30

ITEM 5.	Other Information	30

ITEM 6.	Exhibits	30

SIGNATURES		31

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2025			2024
	(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	11,435,121		$	8,782,077
Restricted cash		2,100,000			2,100,000
Accounts receivable, net		2,246,756			1,399,153
Inventory, net		2,675,839			2,349,345
Prepaid expenses and other current assets		701,123			116,619
Other current assets		-			45,737
Total Current Assets		19,158,839			14,792,931

Property and equipment, net		246,349			143,852
Capitalized software development costs, net		3,183,751			1,540,121
Right-of-use assets		364,253			634,269
Other long-term assets		31,023			31,023

Total Assets	$	22,984,215		$	17,142,196

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	2,813,124		$	2,819,702
Deferred revenue		6,186,620			3,113,010
Notes payable, current portion		10,573			10,001
Notes payable to related parties, current portion		2,668,500			2,937,000
Notes payable, current portion		2,668,500			2,937,000
Line of credit, bank		802,738			802,738
Dividend notes payable		118,362			4,023,923
Accrued interest		600,233			661,376
Accrued and other current liabilities		1,594,330			999,307
Accrued and other current liabilities - assumed in Merger		45,008			45,008
Lease liability, current portion		159,834			363,102
Total Current Liabilities		14,999,322			15,775,167

Non-current Liabilities:
Notes payable, net of current portion		1,716			9,732
Note payables to related parties, net of current portion		505,500			624,000
Note payables, net of current portion		505,500			624,000
PIPE loan payable, net		-			4,068,953
Gross sales royalty payable		1,000,000			1,000,000
Lease liability, net of current portion		220,551			305,125

Total Liabilities		16,727,089			21,782,977

Commitments and Contingencies		-

Stockholders’ Equity (Deficit):
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.		1			-
Preferred stock value		1			-
Common stock, $0.0001 par value, 660,000,000 shares authorized:
Common stock - Series A, $0.0001 par value, 650 million shares authorized;1,894,519 and 522,411 shares issued and outstanding, respectively		189			52
Common stock - Series B, $0.0001 par value, 10 million shares authorized; 200,000 and 34,337 shares issued and outstanding, respectively		20			3
Common stock value		20			3
Treasury stock at cost, 94 shares of common stock held, respectively		(2,037,000	)		(2,037,000	)
Additional paid-in capital		45,111,416			18,551,660
Accumulated deficit		(36,817,500	)		(21,155,496	)

Total Stockholders’ Equity (Deficit)		6,257,126			(4,640,781	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	22,984,215		$	17,142,196

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

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024

Revenue, net	$	4,105,965		$	6,236,795		$	13,806,059		$	15,121,980
Cost of revenue		1,258,628			1,924,093			5,383,786			5,183,328
Total gross profit		2,847,337			4,312,702			8,422,273			9,938,652

Operating expenses:
Royalties		56,465			166,631			420,480			719,668
Salaries, wages and benefits		564,624			1,695,678			3,517,650			4,654,560
Selling, general and administrative		3,339,742			1,578,112			8,701,887			5,420,872
Total operating expenses		3,960,831			3,440,421			12,640,017			10,795,100

Loss from operations		(1,113,494	)		872,281			(4,217,744	)		(856,448	)

Other (expenses) income:
Interest income		78,725			38,592			198,151			105,800
Interest expense		(108,315	)		(971,048	)		(3,115,883	)		(2,176,810	)
Loss on extinguishment of debt		(6,135,160	)		-			(6,135,160	)		-
Loss on investment		-			-			-			(3,912	)
Other income		-			-			600			-
Total other expense		(6,164,750	)		(932,456	)		(9,052,292	)		(2,074,922	)

Loss from operations before provision for income taxes		(7,278,244	)		(60,175	)		(13,270,036	)		(2,931,370	)

Provision for income taxes		-			-			-			-
Net loss	$	(7,278,244	)	$	(60,175	)	$	(13,270,036	)	$	(2,931,370	)

Net loss per common share Series A - basic and diluted	$	(4.87	)	$	(0.00	)	$	(13.36	)	$	(0.28	)

Weighted average shares outstanding - basic and diluted		1,495,411			13,380,737			993,182			10,550,277

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

TRUGOLF HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

(Unaudited)

Accumulated

Series A

Additional

Other

Preferred Stock

Class A Common Stock

Class B Common Stock

Treasury Stock

Paid-in

Comprehensive

Accumulated

Amount

Capital

Gain (Loss)

Deficit

Total

Balance at December 31, 2023

13,098

120

SEC Form 10-Q filed by TruGolf Holdings Inc.