TruGolf Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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**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 EndedJune 30,2026
or
☐ 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
(Exact name of registrant as specified in its charter)
| Nevada | 85-3269086 |
|---|---|
| State or Other Jurisdiction | (I.R.S. Employer |
| of Incorporation or Organization | 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 |
Securities registered pursuant to Section 12(g) of the Act: None
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 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 August 12, 2026, the latest practicable date,1,903,708 shares of Class A common stock and 19,999 shares of Class B common stock outstanding.
FORM 10-Q
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 3 |
|---|---|
| ITEM 1. FINANCIAL STATEMENTS | 3 |
| CONDENSED CONSOLIDATED BALANCE SHEET | 3 |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | 4 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 | 5 |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 | 6 |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW | 7 |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 8 |
| ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14 |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 18 |
| ITEM 4. CONTROLS AND PROCEDURES | 18 |
| PART II – OTHER INFORMATION | 18 |
| ITEM 1. LEGAL PROCEEDINGS | 18 |
| ITEM 1A. RISK FACTORS | 19 |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 20 |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 20 |
| ITEM 4. MINE SAFETY DISCLOSURES | 20 |
| ITEM 5. OTHER INFORMATION | 20 |
| ITEM 6. EXHIBITS | 20 |
| SIGNATURES | 21 |
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