TruGolf Inc.——2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________________ to __________________________ Commission file number001-40970 TRUGOLF HOLDINGS, INC. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(801) 298-1997 Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller Large accelerated filer If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period forcomplying 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 May 15, 2026, the latest practicable date, 1,093,687 shares of Class A common stock and 19,999 shares of Class B commonstock outstanding. TABLE OF CONTENTSPagePART I. FINANCIAL INFORMATION3ITEM 1.Financial Statements3Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20253Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025(unaudited)4Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months EndedMarch 31, 2026 and 2025 (unaudited)5Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025(unaudited)6Notes to Condensed Consolidated Financial Statements (unaudited)7ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations12ITEM 3.Quantitative and Qualitative Disclosures about Market Risk16ITEM 4.Controls and Procedures16PART II. OTHER INFORMATION16ITEM 1.Legal Proceedings16ITEM 1A.Risk Factors16ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds16ITEM 3.Defaults Upon Senior Securities17ITEM 4.Mine Safety Disclosures17ITEM 5.Other Information17ITEM 6.Exhibits17SIGNATURES182 Stockholders’ Equity: Preferred stock, $0.0001 par value, 10 million shares authorizedSeries A Convertible Preferred Stock, $0.0001 par value per share; authorized - 50,000 shares; 4,140 and 5,427 shares issued and outstanding,respectively. Liquidation preference of $3,922,680 as of March 31, 2026-1Common stock, $0.0001 par value, 1,000,000 shares authorized: NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Organization and Business TruGolf Holdings, Inc. (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. On May 10, 2024, the Company formed TruGolf Links Franchising, LLC (“Links”), a wholly-owned subsidiary, to establish and sellfranchises utilizing the Company’s indoor golf and recreational sports simulators. On March 10, 2026, the Company completed its redomestication from Delaware to Nevada (the “Redomestication”). In connectionwith the Redomestication, the Company adopted new articles of incorporation and bylaws governed by Nevada law. At the effectivetime of the Redomestication, each outstanding share of the Company’s common stock and preferred stock converted into an equivalent Reverse Stock Split On March 27, 2026, the Company completed a 1-for-10 reverse stock split of the Class A common stock and Class B common stock ofthe Company’s issued and outstanding common stock, effective as of March 27, 2026 (the “2026 Reverse Stock Split”, and togetherwith the 2025 Reverse Stock Split, the “Reverse Stock Split”) and began trading on a 2026 Reverse Stock Split-adjusted basis onNasdaq on March 27, 2026. As a result of the 2026 Reverse Stock Split, the number of Class A common stock outstanding w